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) March 24, 1997
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under a Pooling
and Servicing Agreement, dated as of March 1, 1997, providing for, inter alia,
the issuance of
Mortgage Pass-Through Certificates, Series 1997-S4)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-4846 75-2006294
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
8400 Normandale Lake Blvd.
Suite 600
Minneapolis, Minnesota 55437
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (612) 832-7000
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<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1. Pooling and Servicing Agreement, dated as of March 1,
1997, amongResidential Funding Mortgage Securities I, Inc., as company,
Residential Funding Corporation,as master servicer, and Bankers Trust Company,
as trustee.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name: Randy Van Zee
Title: Vice President
Dated: March 27, 1997
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Dated: March 27, 1997
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EXHIBITS
Please see Tab 6.
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EXECUTION COPY
- ----------------------------------------------------------------------------
- ---------------------------------------------------------------------------
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 1997
Mortgage Pass-Through Certificates
Series 1997-S4
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<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions..................................... 3
Accrued Certificate Interest.................... 3
Adjusted Mortgage Rate.......................... 4
Advance......................................... 4
Affiliate....................................... 4
Agreement....................................... 4
Amount Held for Future Distribution............. 4
Appraised Value................................. 4
Assignment...................................... 4
Assignment Agreement............................ 5
Assignment of Proprietary Lease................. 5
Available Distribution Amount................... 5
Bankruptcy Amount............................... 5
Bankruptcy Code................................. 5
Bankruptcy Loss................................. 5
Book-Entry Certificate.......................... 5
Business Day.................................... 6
Buydown Funds................................... 6
Buydown Mortgage Loan........................... 6
Cash Liquidation................................ 6
Certificate..................................... 6
Certificate Account............................. 6
Certificate Account Deposit Date................ 6
Certificateholder or Holder..................... 6
Certificate Owner............................... 7
Certificate Principal Balance................... 7
Certificate Register and Certificate Registrar.. 7
Class........................................... 8
Class A Certificate............................. 8
Class A-7 Collection Shortfall.................. 8
Class A-7 Principal Distribution Amount......... 8
Class B Certificate............................. 8
Class B Percentage.............................. 8
Class B-1 Percentage............................ 8
Class B-1 Prepayment Distribution Trigger....... 8
Class B-2 Percentage............................ 8
Class B-2 Prepayment Distribution Trigger....... 9
Class B-3 Percentage............................ 9
Class B-3 Prepayment Distribution Trigger....... 9
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Class M Certificate.............................. 9
Class M Percentage............................... 9
Class M-1 Percentage............................. 9
Class M-2 Percentage............................. 9
Class M-2 Prepayment Distribution Trigger........ 9
Class M-3 Percentage............................. 10
Class M-3 Prepayment Distribution Trigger........ 10
Class R Certificate.............................. 10
Class R-I Certificate............................ 10
Class R-II Certificate........................... 10
Closing Date..................................... 10
Code............................................. 10
Compensating Interest............................ 10
Cooperative...................................... 11
Cooperative Apartment............................ 11
Cooperative Lease................................ 11
Cooperative Loans................................ 11
Cooperative Stock................................ 11
Cooperative Stock Certificate.................... 11
Corporate Trust Office........................... 11
Credit Support Depletion Date.................... 11
Curtailment...................................... 11
Custodial Account................................ 11
Custodial Agreement.............................. 12
Custodian........................................ 12
Cut-off Date..................................... 12
Cut-off Date Principal Balance................... 12
Debt Service Reduction........................... 12
Deficient Valuation.............................. 12
Definitive Certificate........................... 12
Deleted Mortgage Loan............................ 12
Depository....................................... 12
Depository Participant........................... 12
Destroyed Mortgage Note.......................... 12
Determination Date............................... 12
Discount Fraction................................ 12
Discount Mortgage Loan........................... 13
Disqualified Organization........................ 13
Distribution Date................................ 13
Due Date......................................... 13
Due Period....................................... 13
Eligible Account................................. 13
Eligible Funds................................... 14
Event of Default................................. 14
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Page
Excess Bankruptcy Loss..................... 14
Excess Fraud Loss.......................... 14
Excess Special Hazard Loss................. 14
Excess Subordinate Principal Amount........ 14
Extraordinary Events....................... 14
Extraordinary Losses....................... 15
FDIC....................................... 15
FHLMC...................................... 15
Final Distribution Date.................... 15
Fitch...................................... 15
FNMA....................................... 15
Foreclosure Profits........................ 16
Fraud Loss Amount.......................... 16
Fraud Losses............................... 16
Independent................................ 16
Initial Certificate Principal Balance...... 16
Initial Monthly Payment Fund............... 16
Initial Notional Amount.................... 17
Insurance Proceeds......................... 17
Insurer.................................... 17
Interest Accrual Period.................... 17
Late Collections........................... 17
LIBOR...................................... 17
LIBOR Business Day......................... 17
Liquidation Proceeds....................... 17
Loan-to-Value Ratio........................ 17
Lockout Distribution Percentage............ 18
Maturity Date.............................. 18
Monthly Payment............................ 18
Moody's.................................... 18
Mortgage................................... 18
Mortgage File.............................. 18
Mortgage Loan Schedule..................... 18
Mortgage Loans............................. 19
Mortgage Note.............................. 19
Mortgage Rate.............................. 19
Mortgaged Property......................... 19
Mortgagor.................................. 19
Net Mortgage Rate.......................... 20
Non-Discount Mortgage Loan................. 20
Non-Primary Residence Loans................ 20
Non-United States Person................... 20
Nonrecoverable Advance..................... 20
Nonsubserviced Mortgage Loan............... 20
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Page
Notional Amount................................. 20
Officers' Certificate........................... 20
Opinion of Counsel.............................. 20
Original Senior Percentage...................... 20
Outstanding Mortgage Loan....................... 21
Ownership Interest.............................. 21
Pass-Through Rate............................... 21
Paying Agent.................................... 21
Percentage Interest............................. 21
Permitted Investments........................... 22
Permitted Transferee............................ 23
Person.......................................... 23
Plan............................................ 23
Pool Stated Principal Balance................... 23
Pool Strip Rate................................. 23
Prepayment Assumption........................... 23
Prepayment Distribution Percentage.............. 23
Prepayment Distribution Trigger................. 25
Prepayment Interest Shortfall................... 25
Prepayment Period............................... 25
Primary Insurance Policy........................ 25
Principal Prepayment............................ 25
Principal Prepayment in Full.................... 25
Program Guide................................... 25
Purchase Price.................................. 25
Qualified Substitute Mortgage Loan.............. 25
Rate Adjustment Date............................ 26
Rating Agency................................... 26
Realized Loss................................... 26
Record Date..................................... 27
Reference Banks................................. 27
Reference Bank Rate............................. 27
Regular Certificate............................. 27
REMIC........................................... 27
REMIC Administrator............................. 27
REMIC I......................................... 27
REMIC I Certificates............................ 28
REMIC II........................................ 28
REMIC II Certificates........................... 28
REMIC Provisions................................ 28
REO Acquisition................................. 28
REO Disposition................................. 28
REO Imputed Interest............................ 28
REO Proceeds.................................... 28
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Page
REO Property................................... 29
Request for Release............................ 29
Required Insurance Policy...................... 29
Residential Funding............................ 29
Responsible Officer............................ 29
Schedule of Discount Fractions................. 29
Security Agreement............................. 29
Seller......................................... 29
Seller's Agreement............................. 29
Senior Accelerated Distribution Percentage..... 29
Senior Certificates............................ 30
Senior Interest Distribution Amount............ 31
Senior Percentage.............................. 31
Senior Principal Distribution Amount........... 31
Servicing Accounts............................. 31
Servicing Advances............................. 31
Servicing Fee.................................. 31
Servicing Officer.............................. 31
Special Hazard Amount.......................... 31
Special Hazard Loss............................ 32
Standard & Poor's.............................. 32
Stated Principal Balance....................... 32
Subclass....................................... 33
Subclass Notional Amount....................... 33
Subordinate Principal Distribution Amount...... 33
Subserviced Mortgage Loan...................... 33
Subservicer.................................... 33
Subservicer Advance............................ 33
Subservicing Account........................... 34
Subservicing Agreement......................... 34
Subservicing Fee............................... 34
Tax Returns.................................... 34
Transfer....................................... 34
Transferee..................................... 34
Transferor..................................... 34
Trust Fund..................................... 34
Uncertificated Principal Balance............... 34
Uncertificated REMIC I Accrued Interest........ 35
Uncertificated REMIC I IO Notional Amount...... 35
Uncertificated REMIC I IO Regular Interests.... 35
Uncertificated REMIC I Pass-Through Rate....... 35
Uncertificated REMIC I Regular Interest V...... 35
Uncertificated REMIC I Regular Interest W...... 36
Uncertificated REMIC I Regular Interest X...... 36
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Page
Uncertificated REMIC I Regular Interest Y......................... 36
Uncertificated REMIC I Regular Interests.......................... 36
Uncertificated REMIC I IO Regular Interest Distribution Amount.... 36
Uncertificated REMIC I Regular Interest V Distribution Amount..... 36
Uncertificated REMIC I Regular Interest W Distribution Amount..... 36
Uncertificated REMIC I Regular Interest X Distribution Amount..... 36
Uncertificated REMIC I Regular Interest Y Distribution Amount..... 36
Uncertificated REMIC I Regular Interest Distribution Amounts...... 37
Uncertificated REMIC II IO Accrued Interest....................... 37
Uncertificated REMIC II IO Notional Amount........................ 37
Uncertificated REMIC II IO Pass-Through Rate...................... 37
Uncertificated REMIC II IO Regular Interest Pool Strip Rate....... 37
Uncertificated REMIC II IO Regular Interests...................... 37
Uncertificated REMIC II IO Regular Interest Distribution
Amounts........................................................... 37
Uniform Single Attestation Program for Mortgage Bankers........... 37
Uninsured Cause................................................... 37
United States Person.............................................. 38
Voting Rights..................................................... 38
Section 1.02. Determination of LIBOR......................... 38
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance 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 2.04. Representations and Warranties of Sellers................. 50
Section 2.05. Execution and Authentication of Certificates Evidencing Interests
in REMIC I Certificates................................... 51
Section 2.06. Conveyance of Uncertificated REMIC I Regular Interests
and REMIC II Regular Interests; Acceptance by the Trustee. 52
Section 2.07. Issuance of Certificates Evidencing Interest in REMIC II...52
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01.Master Servicer to Act as Servicer......................... 53
Section 3.02.Subservicing Agreements Between Master Servicer and
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Page
Subservicers;
Enforcement of Subservicers' and Sellers' Obligations......... 54
Section 3.03.Successor Subservicers........................................ 55
Section 3.04.Liability of the Master Servicer.............................. 55
Section 3.05.No Contractual Relationship Between Subservicer and Trustee or
Certificateholders............................................ 56
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..................... 58
Section 3.09.Access to Certain Documentation and Information
Regarding the Mortgage Loans.................................. 60
Section 3.10.Permitted Withdrawals from the Custodial Account.............. 60
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 3.14.Realization Upon Defaulted Mortgage Loans..................... 66
Section 3.15.Trustee to Cooperate; Release of Mortgage Files............... 68
Section 3.16.Servicing and Other Compensation; Compensating Interest....... 69
Section 3.17.Reports to the Trustee and the Company........................ 70
Section 3.18.Annual Statement as to Compliance............................. 70
Section 3.19.Annual Independent Public Accountants' Servicing Report....... 71
Section 3.20.Rights of the Company in Respect of the Master Servicer....... 71
Section 3.21.Administration of Buydown Funds............................... 72
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01.Certificate Account........................................... 73
Section 4.02.Distributions................................................. 73
Section 4.03.Statements to Certificateholders.............................. 82
Section 4.04.Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer............................... 84
Section 4.05.Allocation of Realized Losses................................. 85
Section 4.06.Reports of Foreclosures and Abandonment of Mortgaged
Property...................................................... 87
Section 4.07.Optional Purchase of Defaulted Mortgage Loans................. 87
Section 4.08.Distributions on the Uncertificated REMIC I Regular Interests. 87
Section 4.09.Distributions on the Uncertificated REMIC II IO Regular
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Page
Interests............................................. 89
Section 4.10.Compliance with Withholding Requirements.............. 89
ARTICLE V
THE CERTIFICATES
Section 5.01.The Certificates...................................... 90
Section 5.02.Registration of Transfer and Exchange of Certificates. 92
Section 5.03.Mutilated, Destroyed, Lost or Stolen Certificates..... 97
Section 5.04.Persons Deemed Owners................................. 97
Section 5.05.Appointment of Paying Agent........................... 97
Section 5.06.Optional Purchase of Certificates..................... 98
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01.Respective Liabilities of the Company and the Master Servicer..100
Section 6.02.Merger or Consolidation of the Company or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master
Servicer................................................100
Section 6.03.Limitation on Liability of the Company, the Master Servicer and
Others.................................................101
Section 6.04.Company and Master Servicer Not to Resign..............102
ARTICLE VII
DEFAULT
Section 7.01.Events of Default......................................103
Section 7.02.Trustee or Company to Act; Appointment of Successor....105
Section 7.03.Notification to Certificateholders.....................105
Section 7.04.Waiver of Events of Default............................106
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01.Duties of Trustee......................................107
Section 8.02.Certain Matters Affecting the Trustee..................108
Section 8.03.Trustee Not Liable for Certificates or Mortgage Loans..110
Section 8.04.Trustee May Own Certificates...........................110
Section 8.05.Master Servicer to Pay Trustee's Fees and Expenses;
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Page
Indemnification................................110
Section 8.06. Eligibility Requirements for Trustee...........111
Section 8.07. Resignation and Removal of the Trustee.........112
Section 8.08. Successor Trustee..............................113
Section 8.09. Merger or Consolidation of Trustee.............113
Section 8.10. Appointment of Co-Trustee or Separate Trustee..113
Section 8.11. Appointment of Custodians......................114
Section 8.12. Appointment of Office or Agency................115
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of all Mortgage Loans.........116
Section 9.02. Termination of REMIC II..............................118
Section 9.03. Additional Termination Requirements..................118
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration..................................120
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification..................................123
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01.Amendmen.......................................125
Section 11.02.Recordation of Agreement; Counterparts.........127
Section 11.03.Limitation on Rights of Certificateholders.....128
Section 11.04.Governing Law..................................128
Section 11.05.Notices........................................129
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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EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J-1: Form of Investor Representation Letter
Exhibit J-2: Form of ERISA Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation Letter
Exhibit M: Text of Amendment to Pooling and Servicing Agreement Pursuant
to Section 11.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit P: Schedule of Discount Fractions
Exhibit Q: Form of Request for Exchange
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This is a Pooling and Servicing Agreement, dated as of March 1, 1997,
among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the company
(together
with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and BANKERS TRUST COMPANY, as Trustee (together
with its permitted successors and assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the REMIC
Administrator will make an election to treat the entire segregated pool of
assets described in the definition of REMIC I (as defined herein), and subject
to this Agreement (including the Mortgage Loans but excluding the Initial
Monthly Payment Fund), as a real estate mortgage investment conduit (a "REMIC")
for federal income tax purposes and such segregated pool of assets will be
designated as "REMIC I." The Uncertificated REMIC I Regular Interests will be
"regular interests" in REMIC I and the Class R-I Certificates will be the sole
class of "residual interests" in REMIC I for purposes of the REMIC Provisions
(as defined herein) under the federal income tax law. A segregated pool of
assets consisting of the Uncertificated REMIC I Regular Interests will be
designated as "REMIC II," and the REMIC Administrator will make a separate REMIC
election with respect thereto. The Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2 and Class B-3 Certificates and the Uncertificated REMIC II IO Regular
Interests will be "regular interests" in REMIC II, and the Class R-II
Certificates will be the sole class of "residual interests" therein for purposes
of the REMIC Provisions (as defined herein) under federal income tax law. The
Class A-8 Certificates will represent the entire beneficial ownership interest
in the Uncertificated REMIC II IO Regular Interests.
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The following table sets forth the designation, type, Pass-Through
Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial
ratings and certain features for each Class of Certificates issued on the
Closing Date comprising the interests in the Trust Fund created hereunder.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
<C>
Designation Type Pass Through Rate Aggregate Features
Maturity Date Initial Ratings
Initial Principle
Certificate
Balance
S&P
Fitch
Class A-1 Senior 6.75% $73,713,000.00
Senior March
25, 2012 AAA AAA
Class A-2 Senior Adjustable Rate $17,686,000.00
Floater/Senior
March 25, 2012 AAA AAA
Class A-3 Senior 6.75% $32,407,000.00
Senior March
25, 2012 AAA AAA
Class A-4 Senior 7.00% $6,211,000.00
Senior March
25, 2012 AAA AAA
Class A-5 Senior 7.00% $45,000,000.00
Prepayment Lockout/Senior
March 25, 2012 AAA AAA
Class A-6 Senior Adjustable Rate N/A
Inverse Floater/Interest
March 25, 2012 AAAr AAA
Only/Senior
Class A-7 Senior 0.00% $1,021,562.20
Principal Only/Senior
March 25, 2012 AAAr AAA
Class A-8 Senior Variable Rate N/A
Variable Strip/Interest
March 25, 2012 AAAr AAA
Only/Senior
Class R-I Senior 7.00% $100.00
Residual/Senior March
25, 2012 AAA AAA
Class R-II Senior 7.00% $100.00
Residual/Senior March
25, 2012 AAA AAA
Class M-1 Mezzanine 7.00% $2,269,200.00
Mezzanine
March 25, 2012 AA N/A
Class M-2 Mezzanine 7.00% $907,500.00
Mezzanine
March 25, 2012 A N/A
Class M-3 Mezzanine 7.00% $907,500.00
Mezzanine
March 25, 2012 BBB N/A
Class B-1 Subordinate 7.00% $544,500.00
Subordinate
March 25, 2012 BB N/A
Class B-2 Subordinate 7.00% $363,000.00
Subordinate
March 25, 2012 B N/A
Class B-3 Subordinate 7.00% $453,585.73
Subordinate
March 25, 2012 N/A N/A
</TABLE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance
equal to $181,484,047.93. The Mortgage Loans are fixed-rate mortgage loans
having terms to maturity at origination or modification of not more than 15
years.
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In consideration of the mutual agreements herein contained, the
Company, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date,
as to any Class A Certificate (other than the Class A-6, Class A-7 and Class A-8
Certificates), any Class M Certificate, any Class B Certificate or any Class R
Certificate, interest accrued during the related Interest Accrual Period at the
then-applicable 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-6 Certificates, interest accrued during the
then-applicable related Interest Accrual Period at the related Pass-Through Rate
on the related Notional Amount thereof. With respect to each Distribution Date,
as to the Class A-8 Certificates, interest accrued during the then-applicable
related Interest Accrual Period at the related Pass-Through Rate on the related
Notional Amount thereof, or, as to any Subclass of the Class A-8 Certificates
issued pursuant to Section 5.01(c), interest accrued during the then-applicable
related Interest Accrual Period at the related Pass- Through Rate on the related
Subclass Notional Amount thereof. Accrued Certificate Interest will be
calculated on the basis of a 360-day year consisting of twelve 30-day months. In
each case Accrued Certificate Interest on any Class of Certificates will be
reduced by the amount of (i) Prepayment Interest Shortfalls (to the extent not
offset by the Master Servicer with a payment of Compensating Interest as
provided in Section 4.01), (ii) the interest portion (adjusted to the Net
Mortgage Rate) 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 preceding sentence that are allocated to the Class
A-8 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
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<PAGE>
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. The Class A-7 Certificates receive no distributions of
Accrued Certificate Interest.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master
Servicer, pursuant to
Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments
hereof and
supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds, Insurance Proceeds and
purchases of Mortgage Loans that the Master Servicer has deemed to have been
received in the preceding month in accordance with Section 3.07(b)) and (ii)
payments which represent early receipt of scheduled payments of principal and
interest due on a date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of the
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties
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located in the same county, if permitted by law and accompanied by an Opinion of
Counsel to that
effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated as
of March 27, 1997, between Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan,
the assignment of the related Cooperative Lease from the Mortgagor to the
originator of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date, an amount
equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit
in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans, (ii)
the amount of any Advance made on the immediately preceding Certificate Account
Deposit Date, (iii) any amount deposited in the Custodial Account pursuant to
Section 3.12(a) and (iv) any amount deposited in the Certificate Account
pursuant to Sections 2.01(f) and 4.07, 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, 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.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the Master Servicer
or a Subservicer, in
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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
Minnesota, the State of California or the State of Illinois (and such other
state or states in which the Custodial Account or the Certificate Account are at
the time located) are required or authorized by law or executive order to be
closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount
of interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate, Class B
Certificate or Class R
Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "Bankers Trust
Company, as trustee, in trust for the registered holders of Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series 1997-S4"
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-I
Certificate or Class R-II Certificate for purposes hereof and, solely for the
purpose of giving any consent or direction pursuant to this Agreement, any
Certificate, other than a Class R-I Certificate or Class R-II Certificate,
registered in the name of the Company, the Master Servicer or any Subservicer or
any Affiliate thereof shall be deemed not to be outstanding and the Percentage
Interest or Voting Rights evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests or Voting
Rights necessary to effect any such consent or direction has been obtained. All
references herein to "Holders" or "Certificateholders" shall reflect the rights
of Certificate Owners as they may indirectly exercise such
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<PAGE>
rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Class A Certificate
(other than the Class A-6 Certificates and Class A-8 Certificates) and Class R
Certificate, on any date of determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Certificate as specified on the face
thereof, minus (ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance or amount thereof
pursuant to Section 4.02(a) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection with
Realized Losses which were previously allocated to such Certificate (or any
predecessor Certificate) pursuant to Section 4.05. With respect to each Class M
Certificate, on any date of determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Class M Certificate as specified on the
face thereof, minus (ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance thereof pursuant to
Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with Realized Losses which were
previously allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that if the Certificate Principal Balances
of the Class B Certificates have been reduced to zero, the Certificate Principal
Balance of each Class M Certificate of those Class M Certificates outstanding
with the highest numerical designation at any given time shall thereafter be
calculated to equal the Percentage Interest evidenced by such Certificate times
the excess, if any, of (A) the then aggregate Stated Principal Balance of the
Mortgage Loans over (B) the then aggregate Certificate Principal Balance of all
other Classes of Certificates then outstanding. With respect to each Class B
Certificate, on any date of determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Class B Certificate as specified on the
face thereof, minus (ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance thereof pursuant to
Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with Realized Losses which were
previously allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that the Certificate Principal Balance of
each Class B Certificate of those Class B Certificates outstanding with the
highest numerical designation at any given time shall be calculated to equal the
Percentage Interest evidenced by such Certificate times the excess, if any, of
(A) the then aggregate Stated Principal Balance of the Mortgage Loans over (B)
the then aggregate Certificate Principal Balance of all other Classes of
Certificates then outstanding. The Class A-6 Certificates and Class A-8
Certificates (or, with respect to the Class A-8 Certificates, any Subclass
thereof) will have no Certificate Principal Balance.
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<PAGE>
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-8 Certificates and any Subclass thereof issued
pursuant to Section 5.01(c) shall be a single Class for purposes of this
Agreement.
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7 or Class A-8 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-8 Certificates) evidencing an interest designated as a "regular
interest" in REMIC II for purposes of the REMIC Provisions. The Class A-8
Certificates will represent the entire beneficial ownership interest in the
Uncertificated REMIC II IO Regular Interests. On and after the date of issuance
of any Subclass of Class A-8 Certificates pursuant to Section 5.01(c), any such
Subclass will represent the Uncertificated REMIC II IO Regular Interest or
Interests specified by the initial Holder of the Class A-8 Certificates.
Class A-7 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-7 Principal Distribution Amount: As defined in Section
4.02(b)(i).
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates or Class B-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
C and evidencing an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2 Percentage
and Class B-3
Percentage.
Class B-1 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-1 Certificates immediately prior to
such 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.
Class B-1 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to 0.75%.
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<PAGE>
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 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.
Class B-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-2 Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 0.45%.
Class B-3 Percentage: With respect to any Distribution Date, a fraction
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-3 Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate Stated Principal
Balance of all the Mortgage Loans (or related REO Properties) (other than the
related Discount Fraction of each Discount Mortgage Loan) immediately prior to
such Distribution Date.
Class B-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-3 Certificates immediately prior to such Distribution Date divided by
the aggregate Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) immediately prior to such Distribution Date is greater than or
equal to 0.25%.
Class M Certificate: Any one of the Class M-1 Certificates, Class M-2
Certificates or Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
B and evidencing an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-2 Percentage
and Class M-3
Percentage.
Class M-1 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-1 Certificates immediately prior to
such 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.
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 Distribution Date and the denominator of which is the
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<PAGE>
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 1.75%.
Class M-3 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-3 Certificates immediately prior to
such 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.
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 1.25%.
Class R Certificate: Any one of the Class R-I Certificates or
Class R-II Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC II for purposes of the REMIC Provisions.
Closing Date: March 27, 1997.
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
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<PAGE>
the Servicing Fee, all income and gain on amounts held in the Custodial Account
and the Certificate Account and payable to the Certificateholders with respect
to such Distribution Date and servicing compensation to which the Master
Servicer may be entitled pursuant to Section 3.10(a)(v) and (vi); provided that
for purposes of this definition the amount of the Servicing Fee will not be
reduced pursuant to Section 7.02 except as may be required pursuant to the last
sentence of such Section.
Cooperative: A private, cooperative housing corporation organized under
the laws of, and headquartered in, the State of New York which owns or leases
land and all or part of a building or buildings located in the State of New
York, including apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other things, the sale of
Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of
stock, partnership interest or other ownership instrument in the related
Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan
the stock certificate or
other instrument evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at Four Albany Street, New York, New York 10006,
Attention: Residential Funding Corporation Series 1997-S4.
Credit Support Depletion Date: The first Distribution Date on which
the Senior Percentage
equals 100%.
Curtailment: Any Principal Prepayment made by a Mortgagor which is
not a Principal
Prepayment in Full.
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<PAGE>
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: March 1, 1997.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by
a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced
with a Qualified
Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(3) 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
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<PAGE>
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 7.00% 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 7.00%. 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 7.00% per annum and any Mortgage
Loan deemed to be a Discount Mortgage Loan pursuant to the definition of
Qualified Substitute Mortgage Loan.
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for the FHLMC, a majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v)
any other Person so designated by the Trustee based upon an Opinion of Counsel
that the holding of an Ownership Interest in a Class R Certificate by such
Person may cause REMIC I or REMIC II or any Person having an Ownership Interest
in any Class of Certificates (other than such Person) to incur a liability for
any federal tax imposed under the Code that would not otherwise be imposed but
for the Transfer of an Ownership Interest in a Class R Certificate to such
Person. The terms "United States", "State" and "international organization"
shall have the meanings set forth in Section 7701 of the Code or successor
provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date, the first day of the
month in which such
Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period
commencing on the second day of the month preceding the month of such
Distribution Date and ending on the related Due Date.
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<PAGE>
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 the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Class A and Class R
Certificates, (ii) the Senior Principal Distribution Amount (determined without
regard to Section 4.02(a)(ii)(Y)(D) hereof), (iii) the Class A-7 Principal
Distribution Amount (determined without regard to Section 4.02(b)(i)(E) hereof)
and (iv) the aggregate amount of Accrued Certificate Interest on the Class M,
Class B-1 and Class B-2 Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof,
which exceeds the then
applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds
the then applicable
Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion
thereof, that exceeds the
then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution
Date on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be
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distributable in respect of principal on such class or classes of Certificates
on such Distribution Date over (ii) the excess, if any, of the Certificate
Principal Balance of such class or classes of Certificates immediately prior to
such Distribution Date over the aggregate amount of Realized Losses to be
allocated to such classes of Certificates on such Distribution Date, as reduced
by any such amount that is included in Section 4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property or Mortgage Loan causing or resulting in a loss which causes
the liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the
fidelity bond and the errors and omissions insurance policy required to
be maintained pursuant to Section 3.12(b) but are in excess of the
coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in
part caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war,
including action in hindering, 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 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.
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.
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Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01 which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.03.
Fitch: Fitch Investors Service, L.P. or its successor in interest.
FNMA: Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination after the Cut-off
Date, an amount equal to: (Y) prior to the third anniversary of the Cut-off
Date, an amount equal to 1.00% of the aggregate outstanding principal balance of
all of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of
Fraud Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination and (Z) from the third to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05
since the most recent anniversary of the Cut-off Date up to such date of
determination. On and after the fifth anniversary of the Cut-off Date, the Fraud
Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud
in the origination of
such Mortgage Loan.
Independent: When used with respect to any specified Person, means
such a Person who (i)
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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 Monthly Payment Fund: As defined in Section 2.01(f).
Initial Notional Amount: With respect to the Class A-6 Certificates, an
amount equal to the Initial Certificate Principal Balance of the Class A-2
Certificates. With respect to the Class A-8 Certificates, the Cut-off Date
Principal Balance of the Mortgage Loans corresponding to the Uncertificated
REMIC II IO Regular Interests represented by the Class A-8 Certificates.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Master Servicer or the
Trustee and are not applied to the restoration of the related Mortgaged Property
or released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account.
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, other than
any Class A-2 Certificate and Class A-6 Certificate, and any Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
With respect to any Class A-2 Certificate or Class A-6 Certificate and any
Distribution Date, the period commencing on the 25th day of the month
immediately preceding the month in which such Distribution Date occurs and
ending on the 24th day of the month in which such Distribution Date occurs.
Notwithstanding the foregoing, the distributions of interest on any Distribution
Date and the calculation of Accrued Certificate Interest for all Classes of
Certificates including the Class A-2 Certificates and Class A-6 Certificates
will reflect interest accrued, and receipts with respect thereto, on the
Mortgage Loans for the preceding calendar month, as may be reduced in accordance
with the definition of Accrued Certificate Interest.
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.
LIBOR: With respect to any Distribution Date and the Pass-Through
Rates on the Class A-2
Certificates and Class A-6 Certificates, expressed on a per annum basis,
determined in accordance
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with Section 1.02.
LIBOR Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the city of London, England are
required or authorized by law to be closed.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Lockout Distribution Percentage: As of any Distribution Date occurring
prior to the Distribution Date in April 2002, 0%. As of any Distribution Date
occurring after the first five years following the Closing Date as follows: for
any Distribution Date during the sixth year after the Closing Date, 30%; for any
Distribution Date during the seventh year after the Closing Date, 40%; for any
Distribution Date during the eighth year after the Closing Date, 60%; for any
Distribution Date during the ninth year after the Closing Date, 80%; and for any
Distribution Date thereafter, 100%.
Maturity Date: The latest possible maturity date, solely for purposes
of Section 1.860G- 1(a)(4)(iii) of the Treasury regulations, by which (i) the
Certificate Principal Balance of each Class of Certificates (other than the
Class A-8 Certificates which have no Certificate Principal Balance) or (ii) an
Uncertificated REMIC II IO Regular Interest, representing a regular interest in
REMIC II and the Uncertificated Principal Balance of each REMIC I Regular
Interest would be reduced to zero, which is March 25, 2012, the Distribution
Date immediately following the latest scheduled maturity date of any Mortgage
Loan.
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).
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 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
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to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans attached hereto
as Exhibit F (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list shall set forth at a minimum the
following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property including
state and zip code
("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Pool Strip Rate ("SPREAD");
(viii) the initial scheduled monthly payment of principal, if
any, and interest
("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues ("SUBSERV
FEE") and at which the Servicing Fee accrues ("MSTR SERV
FEE");
(xii) a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second
or vacation residence; and
(xiii) a code "N" under the column "OCCP CODE," indicating that
the Mortgage Loan is secured by a non-owner occupied
residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security
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<PAGE>
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.
Mortgaged Property: The underlying real property securing a Mortgage
Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of
interest equal to the Adjusted Mortgage Rate less the per annum rate at which
the Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount
Mortgage Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured
by second or
vacation residences, or by non-owner occupied residences, on the Mortgage Loan
Schedule.
Non-United States Person: Any Person other than a United States
Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company and the Trustee promptly following such
determination.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto,
is not subject to a Subservicing Agreement.
Notional Amount: As of any Distribution Date, (i) with respect to the
Class A-6 Certificates, the Certificate Principal Balance of the Class A-2
Certificates immediately prior to such date and (ii) with respect to the Class
A-8 Certificates, the aggregate Stated Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC II IO Regular Interests represented by
such Class A-8 Certificate immediately prior to such date.
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President or a
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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 REMIC I or REMIC II as REMICs or compliance with the REMIC Provisions must,
unless otherwise specified, be an opinion of Independent counsel.
Original Senior Percentage: The fraction, expressed as a percentage,
the numerator of which is the aggregate Initial Certificate Principal Balance of
the Senior Certificates (excluding the Certificate Principal Balance of the
Class A-7 Certificates) and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans (other than the related Discount
Fraction of the Discount Mortgage Loans) as of the Cut-off Date, which is
approximately 96.98% as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Property) which was not the subject of a Principal Prepayment
in Full, Cash Liquidation or REO Disposition and which was not purchased,
deleted or substituted for prior to such Due Date pursuant to Section 2.02,
2.03, 2.04 or 4.07.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-2, Class A-6, Class A-7 and Class A-8 Certificates), Class M
Certificates, Class B Certificates and Class R Certificates and any Distribution
Date, the per annum rate set forth in the Preliminary Statement hereto. With
respect to the Class A-2 Certificates and the initial Interest Accrual Period,
5.825% per annum, and as to any Interest Accrual Period thereafter, a per annum
rate equal to LIBOR plus 0.45%, subject to a maximum rate of 8.50% per annum and
a minimum rate of 0.45% per annum. With respect to the Class A-6 Certificates
and the initial Interest Accrual Period, 2.675% per annum, and as to any
Interest Accrual Period thereafter, a per annum rate equal to (i) 8.05% minus
(ii) LIBOR, subject to a maximum rate of 8.05% per annum and a minimum rate of
0.00% per annum. With respect to the Class A-8 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 as of the Due Date in the month next
preceding the month in which such Distribution Date occurs, weighted on the
basis of the respective Stated Principal Balances of such Mortgage Loans, which
Stated Principal Balances shall be the Stated Principal Balances of such
Mortgage Loans at the close of business on the immediately preceding
Distribution Date after giving effect to distributions thereon allocable to
principal to the Holders of the Certificates. With respect to the Class A-8
Certificates and the initial Distribution Date, the Pass-Through Rate is equal
to 0.3751% per annum. With respect to any Subclass of the Class A-8 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
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the Uncertificated REMIC II IO 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 Holder of such Certificate (or with
respect to the initial Distribution Date, at the close of business on the
Cut-off Date). The Class A-7 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 A-6, Class A-8, Class R-I or Class R-II Certificate), the undivided
percentage ownership interest in the related Class evidenced by such
Certificate, which percentage ownership interest shall be equal to the Initial
Certificate Principal Balance thereof or Initial Notional Amount (in the case of
the Class A-6 Certificates and Class A-8 Certificates) divided by the aggregate
Initial Certificate Principal Balance or Initial Notional Amount, as applicable,
of all of the Certificates of the same Class. With respect to a Class R
Certificate, the interest in distributions to be made with respect to such Class
evidenced thereby, expressed as a percentage, as stated on the face of each such
Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and
interest by the United States or any agency or instrumentality thereof
when such obligations are backed by the full faith and credit of the
United States;
(ii) repurchase agreements on obligations specified in
clause (i) maturing not more than one month from the date of
acquisition thereof, provided that the unsecured obligations of the
party agreeing to repurchase such obligations are at the time rated by
each Rating Agency in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand
deposits, time deposits and bankers' acceptances (which shall each have
an original maturity of not more than 90 days and, in the case of
bankers' acceptances, shall in no event have an original maturity of
more than 365 days or a remaining maturity of more than 30 days)
denominated in United States dollars of any U.S. depository institution
or trust company incorporated under the laws of the United States or
any state thereof or of any domestic branch of a foreign depository
institution or trust company; provided that the debt obligations of
such depository institution or trust company (or, if the only Rating
Agency is Standard & Poor's, in the case of the principal depository
institution in a depository institution holding company, debt
obligations of the depository institution holding company) at the date
of acquisition thereof have been rated by each Rating Agency in its
highest short-term rating available; and provided further that, if the
only Rating Agency is Standard & Poor's and if the depository or trust
company is a principal subsidiary of a bank holding company and the
debt obligations of such
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<PAGE>
subsidiary are not separately rated, the applicable rating shall be
that of the bank holding company; and, provided further that, if the
original maturity of such short-term obligations of a domestic branch
of a foreign depository institution or trust company shall exceed 30
days, the short-term rating of such institution shall be A-1+ in the
case of Standard & Poor's if Standard & Poor's is the Rating Agency;
(iv) commercial paper (having original maturities of not
more than 365 days) of any corporation incorporated under the laws of
the United States or any state thereof which on the date of acquisition
has been rated by each Rating Agency in its highest short-term rating
available; provided that such commercial paper shall have a remaining
maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund
rated by each Rating Agency in its highest long-term rating available;
and
(vi) other obligations or securities that are acceptable to
each Rating Agency as a Permitted Investment hereunder and will not
reduce the rating assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating
Agency, as evidenced in writing;
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa
in the case of Moody's, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall mean A-1 in the
case of Standard & Poor's, P-1 in the case of Moody's and either A-1 by Standard
& Poor's, P-1 by Moody's or F-1 by Fitch in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate, other
than a Disqualified
Organization or Non-United States Person.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: Any employee benefit plan and certain other retirement plans and
arrangements, including individual retirement accounts and annuities, Keogh
plans, and bank collective investment funds and insurance company general or
separate accounts in which such plans, accounts or arrangements are invested,
that are subject to the prohibited transaction and fiduciary responsibility
provisions of ERISA and Section 4975 of the Code.
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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, if any, of (a) the Net Mortgage Rate of such Mortgage Loan
over (b) 7.00% per annum (but not less than 0.00% per annum).
Prepayment Assumption: A prepayment assumption of 250% 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
April 2002 (unless the Certificate Principal Balances of the
Class A Certificates, other than the Class A-7 Certificates,
have been reduced to zero), in the case of each Class of Class
M Certificates and each Class of Class B Certificates, 0%.
(ii) For any Distribution Date on which any Class of Class M or
Class B Certificates are outstanding not discussed in clause
(i) above:
(a) in the case of the Class of Class M Certificates
then outstanding with the lowest numerical designation, or in
the event the Class M Certificates are no longer outstanding,
the Class of Class B Certificates then outstanding with the
lowest numerical designation and each other Class of Class M
Certificates and Class B Certificates for which the related
Prepayment Distribution Trigger has been satisfied, a
fraction, expressed as a percentage, the numerator of which is
the Certificate Principal Balance of such Class immediately
prior to such date and the denominator of which is the sum of
the Certificate Principal Balances immediately prior to such
date of (1) the Class of Class M Certificates then outstanding
with the lowest numerical designation, or in the event the
Class M Certificates are no longer outstanding, the Class of
Class B Certificates then outstanding with the lowest
numerical designation and (2) all other Classes of Class M
Certificates and Class B Certificates for which the respective
Prepayment Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Class M
Certificates and Class B Certificates for which the Prepayment
Distribution Triggers have not been satisfied,
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0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section 4.02
(determined without regard to the proviso to the definition of "Subordinate
Principal Distribution Amount") would result in a distribution in respect of
principal of any Class or Classes of Class M Certificates and Class B
Certificates in an amount greater than the remaining Certificate Principal
Balance thereof (any such class, a "Maturing Class"), then: (a) the Prepayment
Distribution Percentage of each Maturing Class shall be reduced to a level that,
when applied as described above, would exactly reduce the Certificate Principal
Balance of such Class to zero; (b) the Prepayment Distribution Percentage of
each other Class of Class M Certificates and Class B Certificates (any such
Class, a "Non-Maturing Class") shall be recalculated in accordance with the
provisions in paragraph (ii) above, as if the Certificate Principal Balance of
each Maturing Class had been reduced to zero (such percentage as recalculated,
the "Recalculated Percentage"); (c) the total amount of the reductions in the
Prepayment Distribution Percentages of the Maturing Class or Classes pursuant to
clause (a) of this sentence, expressed as an aggregate percentage, shall be
allocated among the Non-Maturing Classes in proportion to their respective
Recalculated Percentages (the portion of such aggregate reduction so allocated
to any Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes of
such Distribution Date, the Prepayment Distribution Percentage of each
Non-Maturing Class shall be equal to the sum of (1) the Prepayment Distribution
Percentage thereof, calculated in accordance with the provisions in paragraph
(ii) above as if the Certificate Principal Balance of each Maturing Class had
not been reduced to zero, plus (2) the related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment Distribution
Trigger, Class M-3 Prepayment Distribution Trigger, Class B-1 Prepayment
Distribution Trigger, Class B-2 Prepayment Distribution Trigger or Class B-3
Prepayment Distribution Trigger.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate on the Stated Principal Balance of such Mortgage Loan over the
amount of interest (adjusted to the Net Mortgage Rate) paid by the Mortgagor for
such Prepayment Period to the date of such Principal Prepayment in Full or (b) a
Curtailment during the prior calendar month, an amount equal to one month's
interest at the Net Mortgage Rate on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month
of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance or any
replacement policy therefor referred to in Section 2.03(b)(iv) and (v).
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest
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representing scheduled interest on such payment due on any date or dates in any
month or months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire
principal balance of a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the Servicer Guide
for Residential Funding's mortgage loan purchase and conduit servicing program
and all supplements and amendments thereto published by Residential Funding from
time to time.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or at
the Net Mortgage Rate in the case of a purchase made by the Master Servicer) on
the Stated Principal Balance thereof to the first day of the month following the
month of purchase from the Due Date to which interest was last paid by the
Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan. Notwithstanding any other provisions herein, (x) with respect to
any Qualified Substitute Mortgage Loan substituted for a Deleted Mortgage Loan
which was a Discount Mortgage Loan, such Qualified Substitute Mortgage Loan
shall be deemed to be a Discount Mortgage Loan and to have a Discount Fraction
equal to the Discount Fraction of the Deleted Mortgage Loan and (y) in the event
that the "Pool Strip Rate" of any Qualified Substitute Mortgage Loan as
calculated pursuant to the definition of "Pool Strip Rate" is greater than the
Pool Strip Rate of the related Deleted Mortgage Loan (i) the Pool Strip Rate of
such Qualified Substitute Mortgage Loan shall be equal to the Pool Strip Rate of
the related Deleted Mortgage Loan for purposes of calculating the Pass-Through
Rate for the Class A-8 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.
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Rate Adjustment Date: With respect to each Distribution Date and the
Class A-2 Certificates and Class A-6 Certificates, the LIBOR Business Day
immediately preceding the commencement of the related Interest Accrual Period.
Rating Agency: Fitch and Standard & Poor's with respect to the Senior
Certificates and Standard & Poor's with respect to the Class M-1, Class M-2,
Class M-3, Class B-1 and Class B-2 Certificates. If either agency or a successor
is no longer in existence, "Rating Agency" shall be such statistical credit
rating agency, or other comparable Person, designated by the Company, notice of
which designation shall be given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to the
Certificateholders up to the last day of the month in which the Cash Liquidation
(or REO Disposition) occurred on the Stated Principal Balance of such Mortgage
Loan (or REO Property) outstanding during each Due Period that such interest was
not paid or advanced, minus (iii) the proceeds, if any, received during the
month in which such Cash Liquidation (or REO Disposition) occurred, to the
extent applied as recoveries of interest at the Net Mortgage Rate and to
principal of the Mortgage Loan, net of the portion thereof reimbursable to the
Master Servicer or any Subservicer with respect to related Advances or expenses
as to which the Master Servicer or Subservicer is entitled to reimbursement
thereunder but which have not been previously reimbursed. With respect to each
Mortgage Loan which has become the subject of a Deficient Valuation, the
difference between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal balance of the
Mortgage Loan as reduced by the Deficient Valuation. With respect to each
Mortgage Loan which has become the object of a Debt Service Reduction, the
amount of such Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.
Reference Banks: Bankers Trust Company, Barclays Bank PLC, The Bank of
Tokyo and
National Westminster Bank PLC and their successors in interest.
Reference Bank Rate: With respect to any Interest Accrual Period, as
follows: the arithmetic mean (rounded upwards, if necessary, to the nearest one
sixteenth of a percent) of the offered rates for United States dollar deposits
which are offered by the Reference Banks as of 11:00 A.M., London, England time,
on the LIBOR Business Day prior to the first day of such Interest Accrual Period
to prime banks in the London interbank market for a period of one month in
amounts approximately equal to the sum of the outstanding Certificate Principal
Balance and the Class A-2 Certificates; provided that at least two such
Reference Banks provide such rate. If fewer than two offered rates appear, the
Reference Bank Rate will be the arithmetic mean (rounded upwards, if necessary,
to the nearest 1/16%) of the rates quoted by one or more banks in New York City,
selected by the Trustee after consultation with the Master Servicer, as of 11:00
A.M., New York
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time, on such date for loans in U.S. Dollars to leading European banks for a
period of one month in amounts approximately equal to the aggregate Certificate
Principal Balance of the Class A-2 Certificates. If no such quotations can be
obtained, the Reference Bank Rate shall be the Reference Bank Rate applicable to
the preceding Interest Accrual Period.
Regular Certificate: Any of the Certificates other than a Class R-I
Certificate or a Class R-II
Certificate.
REMIC: A "real estate mortgage investment conduit" within the meaning
of Section 860D
of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC I: The segregated pool of assets, with respect to which a REMIC
election is to be
made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments on and collections in respect of the
Mortgage Loans due after the Cut-off Date as shall be
on deposit in the Custodial Account or in the
Certificate Account and identified as belonging to
the Trust Fund,
(iii) property which secured a Mortgage Loan and which has
been acquired for the benefit of the
Certificateholders by foreclosure or deed in lieu of
foreclosure, and
(iv) the hazard insurance policies and Primary Insurance
Policies, if any, and
certain proceeds thereof.
REMIC I Certificates: The Class R-I Certificates.
REMIC II: The segregated pool of assets consisting of the
Uncertificated REMIC I Regular Interests conveyed in trust to the Trustee for
the benefit of the holders of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3 and Class R-II Certificates pursuant to Section
2.06, with respect to which a separate REMIC election is to be made.
REMIC II Certificates: Any of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates.
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REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of
the Trustee for the benefit of the Certificateholders of any REO Property
pursuant to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final sale)
which the Master Servicer expects to be finally recoverable from the sale or
other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer
through foreclosure or deed in lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Request for Release: A request for release, the forms of which are
attached as Exhibit H
hereto.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its
capacity as seller of the Mortgage Loans to the Company and any successor
thereto.
Responsible Officer: When used with respect to the Trustee, any officer
of the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Schedule of Discount Fractions: The schedule setting forth the
Discount Fractions with
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respect to the Discount Mortgage Loans, attached hereto as Exhibit P.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security
interest in favor of the originator in the related Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any Subservicer,
that executed a
Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of
Mortgage Loans generally in the form of the Seller Contract referred to or
contained in the Program Guide, or in such other form as has been approved by
the Master Servicer and the Company, each containing representations and
warranties in respect of one or more Mortgage Loans.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date, the
percentage indicated below:
Senior Accelerated
Distribution Date Distribution Percentage
April 1997 through
March 2002............................ 100%
April 2002 through
March 2003............................ Senior Percentage, plus 70% of the
Subordinate Percentage
April 2003 through
March 2004............................ Senior Percentage, plus 60% of the
Subordinate Percentage
April 2004 through
March 2005............................ Senior Percentage, plus 40% of the
Subordinate Percentage
April 2005 through
March 2006............................ Senior Percentage, plus 20% of the
Subordinate Percentage
April 2006 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
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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 are less than 10% of the sum of the
Initial Certificate Principal Balances of the Class M Certificates and Class B
Certificates and (ii) that for any Distribution Date on which the Senior
Percentage is greater than the Original Senior Percentage, the Senior
Accelerated Distribution Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, upon the reduction of the aggregate Certificate
Principal Balance of the Senior Certificates (other than the Class A-7
Certificates) to zero, the Senior Accelerated Distribution Percentage shall
thereafter be 0%.
Senior Certificates: Any one of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class R-I and Class R-II
Certificates.
Senior Interest Distribution Amount: As defined in Section 4.02(a)(i).
Senior Percentage: As of any Distribution Date, the lesser of 100% and
a fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the
Certificate Principal Balance of the Class A-7 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 Section 4.02(a)(ii)(X) and (b) the sum of the amounts required to
be distributed to the Class A Certificateholders and Class R Certificateholders
on such Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created and maintained
pursuant to Section
3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons
other than servicers of
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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 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
$907,420 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 25.4% (which
percentage is equal to the percentage of Mortgage Loans initially secured by
Mortgaged Properties located in the State of California) and (ii) the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of the largest Mortgage Loan secured by a Mortgaged Property located in
the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the cost of
the lesser of repair or
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replacement of a Mortgaged Property suffered by such Mortgaged Property on
account of direct physical loss, exclusive of (i) any loss of a type covered by
a hazard policy or a flood insurance policy required to be maintained in respect
of such Mortgaged Property pursuant to Section 3.12(a), except to the extent of
the portion of such loss not covered as a result of any coinsurance provision
and (ii) any Extraordinary Loss.
Standard & Poor's: Standard & Poor's 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-8 Certificates, any Subclass
thereof issued pursuant to Section 5.01(c). Any such Subclass will represent the
Uncertificated REMIC II IO Regular Interest or Interests specified by the
initial Holder of the Class A-8 Certificates pursuant to Section 5.01(c).
Subclass Notional Amount: As of any Distribution Date, with respect to
any Subclass of the Class A-8 Certificates issued pursuant to Section 5.01(c),
the aggregate Stated Principal Balance of the Mortgage Loans corresponding to
the Uncertificated REMIC II IO Regular Interests represented by such Subclass
immediately prior to such date.
Subordinate Percentage: As of any Distribution Date, 100% minus the
Senior Percentage
as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Class M Certificates and Class B
Certificates, (a) the sum of (i) the product of (x) the related Class M
Percentage or Class B Percentage for such Class and (y) the aggregate of the
amounts calculated for such Distribution Date under clauses (1), (2) and (3) of
Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Class M Certificates and Class B
Certificates then outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) to the extent such collections are not otherwise
distributed to the Class A Certificates and Class R Certificates; (iii) the
product of (x) the related Prepayment Distribution Percentage and (y) the
aggregate of all Principal Prepayments in Full and Curtailments received in the
related Prepayment Period (other than the related Discount Fraction of such
Principal Prepayments in Full and Curtailments with respect to a Discount
Mortgage Loan) to the extent not payable to the Class A Certificates and Class R
Certificates; (iv) if such Class is the most senior
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Class of Certificates then outstanding (as established in Section 4.05 hereof),
any Excess Subordinate Principal Amount for such Distribution Date; and (v) any
amounts described in clauses (i), (ii) and (iii) as determined for any previous
Distribution Date, that remain undistributed to the extent that such amounts are
not attributable to Realized Losses which have been allocated to a subordinate
Class of Class M or Class B Certificates minus (b) any Excess Subordinate
Principal Amount not payable to such Class on such Distribution Date pursuant to
the definition thereof; provided, however, that such amount shall in no event
exceed the outstanding Certificate Principal Balance of such Class of
Certificates immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is
subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into
a Subservicing Agreement and who generally satisfied the requirements set forth
in the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and
interest on a Mortgage Loan which is advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in
accordance with Section
3.08.
Subservicing Agreement: The written contract between the Master
Servicer and any Subservicer relating to servicing and administration of certain
Mortgage Loans as provided in Section 3.02, generally in the form of the
servicer contract referred to or contained in the Program Guide or in such other
form as has been approved by the Master Servicer and the Company.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to
the related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to
the Master Servicer) in respect of subservicing and other compensation that
accrues at an annual rate equal to the excess of the Mortgage Rate borne by the
related Mortgage Note over the rate per annum designated on the Mortgage Loan
Schedule as the "CURR NET" for such Mortgage Loan.
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of REMIC I and REMIC II due to their classification as REMICs under
the REMIC Provisions, together with any and all other information, reports or
returns that may be required to be furnished to the Certificateholders or filed
with the Internal Revenue Service or any other governmental taxing authority
under any applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation
or other form of
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assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a
Certificate.
Trust Fund: REMIC I and REMIC II.
Uncertificated Principal Balance: With respect to each Uncertificated
REMIC I Regular Interest on any date of determination, an amount equal to
$106,120,000.00 with respect to Uncertificated REMIC I Regular Interest V, an
amount equal to $17,686,000.00 with respect to Uncertificated REMIC I Regular
Interest W, an amount equal to $56,656,385.73 with respect to Uncertificated
REMIC I Regular Interest X and an amount equal to $1,021,562.20 with respect to
Uncertificated REMIC I Regular Interest Y, minus (ii) the sum of (x) the
aggregate of all amounts previously deemed distributed with respect to such
interest and applied to reduce the Uncertificated Principal Balance thereof
pursuant to Section 4.08(a)(ii) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection with
Realized Losses that were previously deemed allocated to the Uncertificated
Principal Balance of such Uncertificated REMIC I Regular Interest pursuant to
Section 4.08(d).
Uncertificated REMIC I Accrued Interest: With respect to each
Distribution Date, (i) as to Uncertificated REMIC I Regular Interest V, an
amount equal to the aggregate amount of Accrued Certificate Interest that would
result under the terms of the definition thereof on the Class A-1 and Class A-3
Certificates if the Pass-Through Rate on such Classes were equal to the
Uncertificated REMIC I Pass-Through Rate on Uncertificated REMIC I Regular
Interest V, (ii) as to Uncertificated REMIC I Regular Interest W, an amount
equal to the aggregate amount of Accrued Certificate Interest that would result
under the terms of the definition thereof on the Class A-2 and Class A-6
Certificates if the Pass-Through Rate on such Classes were equal to the
Uncertificated REMIC I Pass-Through Rate on Uncertificated REMIC I Regular
Interest W, (iii) as to Uncertificated REMIC I Regular Interest X, an amount
equal to the aggregate amount of Accrued Certificate Interest that would result
under the terms of the definition thereof on the Class A-4, Class A-5, Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificates if the Pass-Through Rate on such Classes were equal to the
Uncertificated REMIC I Pass-Through Rate on Uncertificated REMIC I Regular
Interest X, (iv) as to Uncertificated REMIC I Regular Interest Y, the
Uncertificated REMIC I Regular Interest Y will receive no Uncertificated REMIC I
Accrued Interest and (v) as to each Uncertificated REMIC I IO Regular Interest,
an amount equal to the aggregate amount of Accrued Certificate Interest that
would result under the terms of the definition thereof on each such
uncertificated interest, if the Pass-Through Rate on such uncertificated
interest was equal to the related Uncertificated REMIC I Pass-Through Rate and
the notional amount of such uncertificated interest was equal to the related
Uncertificated REMIC I IO Notional Amount; provided, that any reduction in the
amount of Accrued Certificate Interest resulting from the allocation of
Prepayment Interest Shortfalls, Realized Losses or other amounts to the Class
A-8 Certificateholders pursuant to Sections 4.02(a) and 4.05 hereof shall be
allocated to the Uncertificated REMIC I IO Regular Interests pro rata in
accordance with the amount of interest
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accrued with respect to each related Uncertificated REMIC I IO Notional Amount
and such Distribution Date.
Uncertificated REMIC I IO Notional Amount: With respect to each
Uncertificated REMIC I IO Regular Interest, the aggregate Stated Principal
Balance of the related Non-Discount Mortgage Loan.
Uncertificated REMIC I IO Regular Interests: The 652 uncertificated
partial undivided beneficial ownership interests in REMIC I, each relating to a
particular Mortgage Loan, each having no principal balance, and each bearing
interest at the respective Uncertificated REMIC I Pass- Through Rate on the
Uncertificated REMIC I IO Notional Amount.
Uncertificated REMIC I Pass-Through Rate: With respect to each of the
Uncertificated REMIC I Regular Interests V, W, X and Y, 6.75%, 8.50%, 7.00% and
0.00%, respectively. With respect to the Uncertificated REMIC I IO Regular
Interests, an amount equal to the Pool Strip Rate for the related Mortgage Loan.
Uncertificated REMIC I Regular Interest V: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-1 and Class A-3
Certificates and the denominator of which is the aggregate Certificate Principal
Balance of all of the Certificates, and which bears interest at a rate equal to
6.750% per annum.
Uncertificated REMIC I Regular Interest W: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-2 Certificates and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Certificates, and which bears interest at a rate equal to 8.500% per annum.
Uncertificated REMIC I Regular Interest X: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-4, Class A-5, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificates and the denominator of which is the aggregate Certificate Principal
Balance of all of the Certificates, and which bears interest at a rate equal to
7.00% per annum.
Uncertificated REMIC I Regular Interest Y: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-7 Certificates and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Certificates, and which bears interest at a rate equal to 0.00% per annum.
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Uncertificated REMIC I Regular Interests: Uncertificated REMIC I
Regular Interest V, Uncertificated REMIC I Regular Interest W, Uncertificated
REMIC I Regular Interest X, Uncertificated REMIC I Regular Interest Y and the
Uncertificated REMIC I IO Regular Interests.
Uncertificated REMIC I IO Regular Interest Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I IO Regular Interest for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest V Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest V for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest W Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest W for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest X Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest X for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Y Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest Y for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Distribution Amounts: The
Uncertificated REMIC I Regular Interest V Distribution Amount, Uncertificated
REMIC I Regular Interest W Distribution Amount, Uncertificated REMIC I Regular
Interest X Distribution Amount, Uncertificated REMIC I Regular Interest Y
Distribution Amount and the Uncertificated REMIC I IO Regular Interest
Distribution Amount.
Uncertificated REMIC II IO Accrued Interest: With respect to each
Distribution Date, as to each Uncertificated REMIC II IO Regular Interest, an
amount equal to the aggregate amount of Accrued Certificate Interest that would
result under the terms of the definition thereof on each such uncertificated
interest, if the Pass-Through Rate on such uncertificated interest was equal to
the related Uncertificated REMIC II IO Pass-Through Rate and the notional amount
of such uncertificated interest was equal to the related Uncertificated REMIC II
IO Notional Amount; provided, that any reduction in the amount of Accrued
Certificate Interest resulting from the allocation of Prepayment Interest
Shortfalls, Realized Losses or other amounts to the Class A-8 Certificateholders
pursuant to Sections 4.02(a) and 4.05 hereof shall be allocated to the
Uncertificated REMIC II IO Regular Interests pro rata in accordance with the
amount of interest accrued with respect to each related Uncertificated REMIC II
IO Notional Amount and such Distribution Date.
Uncertificated REMIC II IO Notional Amount: With respect to each
Uncertificated REMIC
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II IO Regular Interest, the amount of the related Uncertificated REMIC I IO
Notional Amount.
Uncertificated REMIC II IO Pass-Through Rate: With respect to each
Uncertificated REMIC II IO Regular Interest, the related Uncertificated REMIC II
IO Regular Interest Pool Strip Rate.
Uncertificated REMIC II IO Regular Interest Pool Strip Rate: With
respect to each Uncertificated REMIC II IO Regular Interest, the Pool Strip Rate
for the related Mortgage Loan.
Uncertificated REMIC II IO Regular Interests: The 652 uncertificated
undivided beneficial ownership interests in REMIC II each having a principal
balance equal to $0 and each having a notional amount equal to the related
Uncertificated REMIC I IO Notional Amount of the related Uncertificated REMIC I
IO Regular Interest from time to time, and each of which bears interest on its
notional amount at a rate equal to the Pool Strip Rate for the related
Uncertificated REMIC I IO Regular Interest.
Uncertificated REMIC II IO Regular Interest Distribution Amounts: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC II IO Regular Interests for such
Distribution Date pursuant to Section 4.09(a).
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate
whose income is subject to United States federal income tax regardless of its
source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United
States fiduciaries have the authority to control all substantial decisions of
the trust.
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. 97.0% of all of the Voting
Rights shall be allocated among Holders of Certificates, other than the Class
A-6, Class A-8, Class R-I and Class R-II Certificates, in proportion to the
outstanding Certificate Principal Balances of their respective Certificates;
1.0% of all of the Voting Rights shall be allocated to the Holders of the Class
A-6 Certificates; 1% of all of the Voting Rights shall be allocated to the
Holders of the Class A-8 Certificates (and any Subclass thereof); and the
Holders of the Class R-I Certificates and Class R-II Certificates shall be
entitled to 0.5% and 0.5% of all of the Voting Rights, respectively, allocated
among the Certificates of each such Class in accordance with their respective
Percentage Interests.
Section 1.02. Determination of LIBOR.
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LIBOR applicable to the calculation of the Pass-Through Rates on the
Class A-2 Certificates and Class A-6 Certificates for any Interest Accrual
Period (other than the initial Interest Accrual Period) will be determined on
each Rate Adjustment Date as follows:
For any Interest Accrual Period other than the first Interest Accrual
Period, the rate for United States dollar deposits for one month which appears
on the Dow Jones Telerate Screen Page 3750 as of 11:00 A.M., London, England
time, on the LIBOR Business Day prior to the first day of such Interest Accrual
Period. With respect to the first Interest Accrual Period, LIBOR equals 5.375%.
If such rate does not appear on such page (or such other page as may replace
that page on that service, or if such service is no longer offered, such other
service for displaying LIBOR or comparable rates as may be reasonably selected
by the Trustee after consultation with the Master Servicer), the rate will be
the Reference Bank Rate. If no such quotations can be obtained and no Reference
Bank Rate is available, LIBOR will be LIBOR applicable to the preceding
Distribution Date. Notwithstanding the foregoing, if, under the priorities
described above, LIBOR for a Distribution Date would be based on LIBOR for the
previous Distribution Date for the second consecutive Distribution Date, the
Trustee shall select an alternative comparable index, after consultation with
the Master Servicer (over which the Trustee, in its capacity as trustee, has no
control), used for determining one-month Eurodollar lending rates that is
calculated and published (or otherwise made available) by an independent third
party. In no event shall LIBOR for a Distribution Date be based on LIBOR for
three previous consecutive Distribution Dates.
The establishment of LIBOR by the Trustee on any Rate Adjustment Date
and the Trustee's subsequent calculation of the Pass-Through Rates applicable to
the Class A-2 Certificates and Class A-6 Certificates for the relevant Interest
Accrual Period, in the absence of manifest error, will be final and binding.
Promptly following each Rate Adjustment Date the Trustee shall supply
the Master Servicer with the results of its determination of LIBOR on such date.
Furthermore, the Trustee will supply to any Certificateholder so requesting by
telephone the Pass-Through Rates on the Class A-2 Certificates and Class A-6
Certificates for the current and the immediately preceding Interest Accrual
Periods.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse all the right, title and
interest of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date).
(b) In connection with such assignment, except as set forth in Section
2.01(c) below, the Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more Custodians, as the duly appointed agent or
agents of the Trustee for such purpose, the following documents or instruments
(or copies thereof as permitted by this Section) (I) with respect to each
Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated
thereon or a copy of the Mortgage certified by the public recording
office in which such Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment
certified by the public recording office in which such assignment has
been recorded;
(iv) The original recorded assignment or assignments of the
Mortgage showing an unbroken chain of title from the originator thereof
to the Person assigning it to the Trustee or a copy of such assignment
or assignments of the Mortgage certified by the public recording office
in which such assignment or assignments have been recorded; and
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or a
copy of each modification, assumption agreement or preferred loan
agreement certified by the public recording office in which such
document has been recorded.
and (II) with respect to each Cooperative Loan so assigned:
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(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee,
or with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of the Cooperative
Loan with intervening assignments showing an unbroken chain of title
from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing
the related Cooperative Stock pledged with respect to such Cooperative
Loan, together with an undated stock power (or other similar
instrument) executed in blank;
(iv) The original recognition agreement by the Cooperative
of the interests of the
mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and
any continuation statements, filed by the originator of such
Cooperative Loan as secured party, each with evidence of recording
thereof, evidencing the interest of the originator under the Security
Agreement and the Assignment of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken chain of
title from the originator to the Trustee, each with evidence of
recording thereof, evidencing the interest of the originator under the
Security Agreement and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator
in the Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (iv) above, showing an
unbroken chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement
or preferred loan agreement, if any, relating to such Cooperative Loan;
and
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as
assignee and an executed UCC-1 financing statement showing the Company
as debtor and the Trustee as secured party, each in a form sufficient
for filing, evidencing the interest of such debtors in the Cooperative
Loans.
(c) The Company may, in lieu of delivering the documents set forth
in Section
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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.
(d) In the event that in connection with any Mortgage Loan the Company
cannot deliver the Mortgage, any assignment, modification, assumption agreement
or preferred loan agreement (or copy thereof certified by the public recording
office) with evidence of recording thereon concurrently with the execution and
delivery of this Agreement solely because of a delay caused by the public
recording office where such Mortgage, assignment, modification, assumption
agreement or preferred loan agreement as the case may be, has been delivered for
recordation, the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in clause
(I)(iii) of Section 2.01(b), except in states where, in the opinion of counsel
acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan against the
claim of any subsequent transferee or any successor to or creditor of the
Company or the originator of such Mortgage Loan and shall promptly cause to be
filed the Form UCC-3 assignment and UCC-1 financing statement referred to in
clause (II)(vii) and (x), respectively, of Section 2.01(b). If any Assignment,
Form UCC-3 or Form UCC-1, as applicable, is lost or returned unrecorded to the
Company because of any defect therein, the Company shall prepare a substitute
Assignment, Form UCC-3 or Form UCC-1, as applicable, or cure such defect, as the
case may be, and cause such Assignment to be recorded in accordance with this
paragraph. The Company shall promptly deliver or cause to be delivered to the
Trustee or the respective Custodian such Mortgage or assignment or Form UCC-3 or
Form UCC-1, as applicable, (or copy thereof certified by the public recording
office) with evidence of recording indicated thereon upon receipt thereof from
the public recording office or from the related Subservicer. In connection with
its servicing of Cooperative Loans, the Master Servicer will use its best
efforts to file timely continuation statements with regard to each financing
statement and assignment relating to Cooperative Loans as to which the related
Cooperative Apartment is located outside of the State of New York.
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Any of the items set forth in Sections 2.01(b)(I)(iv) and (v) and
(II)(vi) and (vii) and that may be delivered as a copy rather than the original
may be delivered in microfiche form.
(e) It is intended that the conveyances by the Company to the Trustee
of the Mortgage Loans as provided for in this Section 2.01 and the
Uncertificated REMIC I Regular Interests as provided for in Section 2.06 be
construed as a sale by the Company to the Trustee of the Mortgage Loans and the
Uncertificated REMIC I Regular Interests for the benefit of the
Certificateholders. Further, it is not intended that any such conveyance be
deemed to be a pledge of the Mortgage Loans and the Uncertificated REMIC I
Regular Interests by the Company to the Trustee to secure a debt or other
obligation of the Company. However, in the event that the Mortgage Loans and the
Uncertificated REMIC I Regular Interests are held to be property of the Company
or of Residential Funding, or if for any reason this Agreement is held or deemed
to create a security interest in the Mortgage Loans and the Uncertificated REMIC
I Regular Interests, then it is intended that (a) this Agreement shall also be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
New York Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction; (b) the conveyance provided for in Sections 2.01 and
2.06 shall be deemed to be (1) a grant by the Company to the Trustee of a
security interest in all of the Company's right (including the power to convey
title thereto), title and interest, whether now owned or hereafter acquired, in
and to (A) the Mortgage Loans, including (i) with respect to each Cooperative
Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary
Lease, Cooperative Stock Certificate, Cooperative Lease, any insurance policies
and all other documents in the related Mortgage File and (ii) with respect to
each Mortgage Loan other than a Cooperative Loan, the related Mortgage Note, the
Mortgage, any insurance policies and all other documents in the related Mortgage
File, (B) all amounts payable pursuant to the Mortgage Loans in accordance with
the terms thereof, (C) the Uncertificated REMIC I Regular Interests and (D) any
and all general intangibles consisting of, arising from or relating to any of
the foregoing, and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other property, including
without limitation all amounts from time to time held or invested in the
Certificate Account or the Custodial Account, whether in the form of cash,
instruments, securities or other property and (2) an assignment by the Company
to the Trustee of any security interest in any and all of Residential Funding's
right (including the power to convey title thereto), title and interest, whether
now owned or hereafter acquired, in and to the property described in the
foregoing clauses (1)(A), (B), (C) and (D) granted by Residential Funding to the
Company pursuant to the Assignment Agreement; (c) the possession by the Trustee,
the Custodian or any other agent of the Trustee of Mortgage Notes or such other
items of property as constitute instruments, money, negotiable documents or
chattel paper shall be deemed to be "possession by the secured party," or
possession by a purchaser or a person designated by such secured party, for
purposes of perfecting the security interest pursuant to the Minnesota Uniform
Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction (including, without limitation, Section 9-305, 8-313 or 8-321
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, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law.
The Company and, at the Company's direction, Residential Funding and
the Trustee shall,
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to the extent consistent with this Agreement, take such reasonable actions as
may be necessary to ensure that, if this Agreement were deemed to create a
security interest in the Mortgage Loans, the Uncertificated REMIC I Regular
Interests and the other property described above, such security interest would
be deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of this Agreement.
Without limiting the generality of the foregoing, the Company shall prepare and
deliver to the Trustee not less than 15 days prior to any filing date and, the
Trustee shall forward for filing, or shall cause to be forwarded for filing, at
the expense of the Company, all filings necessary to maintain the effectiveness
of any original filings necessary under the Uniform Commercial Code as in effect
in any jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage Loans and the Uncertificated REMIC I Regular Interests, as evidenced by
an Officer's Certificate of the Company, including without limitation (x)
continuation statements, and (y) such other statements as may be occasioned by
(1) any change of name of Residential Funding, the Company or the Trustee (such
preparation and filing shall be at the expense of the Trustee, if occasioned by
a change in the Trustee's name), (2) any change of location of the place of
business or the chief executive office of Residential Funding or the Company,
(3) any transfer of any interest of Residential Funding or the Company in any
Mortgage Loan or (4) any transfer of any interest of Residential Funding or the
Company in any Uncertificated REMIC I Regular Interest.
(f) The Master Servicer hereby acknowledges the receipt by it
of cash in an amount equal to $104,128 (the "Initial Monthly Payment Fund"),
representing scheduled principal amortization and interest at the Net Mortgage
Rate for the Due Date in April 1997, 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 April 1997. Notwithstanding anything herein to the
contrary, the Initial Monthly Payment Fund shall not be an asset of REMIC I or
REMIC II. To the extent that the Initial Monthly Payment Fund constitutes a
reserve fund for federal income tax purposes, (1) it shall be an outside reserve
fund and not an asset of the REMIC, (2) it shall be owned by the Seller and (3)
amounts transferred by the REMIC to the Initial Monthly Payment Fund shall be
treated as transferred to the Seller or any successor, all within the meaning of
Section 1.860G-2(h) of the Treasury Regulations.
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, in trust for the use and
benefit of all present and future Certificateholders. The Trustee or Custodian
(such Custodian being so obligated under a Custodial Agreement) agrees, for the
benefit of the Certificateholders, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain
that all required documents (specifically as set forth in
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Section 2.01(b)), have been executed and received, and that such documents
relate to the Mortgage Loans identified on the Mortgage Loan Schedule, as
supplemented, that have been conveyed to it. Upon delivery of the Mortgage Files
by the Company or the Master Servicer, the Trustee shall acknowledge receipt
(or, with respect to Mortgage Loans subject to a Custodial Agreement, and based
solely upon a receipt or certification executed by the Custodian, receipt by the
respective Custodian as the duly appointed agent of the Trustee) of the
documents referred to in Section 2.01(c) above. The Trustee or Custodian (such
Custodian being so obligated under a Custodial Agreement) agrees to review each
Mortgage File delivered to it pursuant to Section 2.01(c) within 45 days after
receipt thereof to ascertain that all documents required to be delivered
pursuant to such Section have been received, and that such documents relate to
the Mortgage Loans identified on the Mortgage Loan Schedule, as supplemented,
that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any document or
documents constituting a part of a Mortgage File to be missing or defective in
any material respect, the Trustee shall promptly so notify the Master Servicer
and the Company. Pursuant to Section 2.3 of the Custodial Agreement, the
Custodian will notify the Master Servicer, the Company and the Trustee of any
such omission or defect found by it in respect of any Mortgage File held by it.
The Master Servicer shall promptly notify the related Subservicer or Seller of
such omission or defect and request that such Subservicer or Seller correct or
cure such omission or defect within 60 days from the date the Master Servicer
was notified of such omission or defect and, if such Subservicer or Seller does
not correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from REMIC I at its Purchase
Price, in either case within 90 days from the date the Master Servicer was
notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the case may be, any Mortgage
Loan released pursuant hereto and thereafter such Mortgage Loan shall not be
part of the Trust Fund. It is understood and agreed that the obligation of the
Seller or the Subservicer, as the case may be, to so cure or purchase any
Mortgage Loan as to which a material defect in or omission of a constituent
document exists shall constitute the sole remedy respecting such defect or
omission available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
Section 2.03. Representations, Warranties and Covenants of the
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Master Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of
the Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly
existing and in good standing under the laws governing its creation and
existence and is or will be in compliance with the laws of each state
in which any Mortgaged Property is located to the extent necessary to
ensure the enforceability of each Mortgage Loan in accordance with the
terms of this Agreement;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a default (or an event which,
with notice or lapse of time, or both, would constitute a material
default) under, or result in the material breach of, any material
contract, agreement or other instrument to which the Master Servicer is
a party or which may be applicable to the Master Servicer or any of its
assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Company, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
Federal, state, municipal or governmental agency, which default might
have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would materially
adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which
would prohibit its entering into this Agreement or performing its
obligations under this Agreement;
(vi) The Master Servicer will comply in all material respects in
the performance of this Agreement with all reasonable rules and
requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Company, any Affiliate
of the Company or the Trustee by the Master Servicer will, to the
knowledge of the Master Servicer, contain any untrue statement of a
material fact or omit a material fact necessary to make the
information, certificate, statement or report not misleading; and
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(viii) The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be familiar
with the terms thereof. The terms of each existing Subservicing
Agreement and each designated Subservicer are acceptable to the Master
Servicer and any new Subservicing Agreements will comply with the
provisions of Section 3.02.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure must occur within 90 days from the date such breach was
discovered. The obligation of the Master Servicer to cure such breach or to so
purchase such Mortgage Loan shall constitute the sole remedy in respect of a
breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) The Company hereby represents and warrants to the Trustee for the
benefit of the Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the date so specified):
(i) No Mortgage Loan is one month or more delinquent in payment
of principal and interest as of the Cut-off Date and no Mortgage Loan
has been so delinquent more than once in the 12-month period prior to
the Cut-off Date;
(ii) The information set forth in Exhibit F hereto with respect to
each Mortgage Loan or the Mortgage Loans, as the case may be, is true
and correct in all material respects at the date or dates respecting
which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate mortgage
loans with level Monthly Payments due on the first day of each month
and terms to maturity at origination or modification of not more than
15 years;
(iv) To the best of the Company's knowledge, if a Mortgage Loan is
secured by a Mortgaged Property with a Loan-to-Value Ratio at
origination in excess of 80%, such Mortgage Loan is the subject of a
Primary Insurance Policy that insures (a) at least 25% of the principal
balance of the Mortgage Loan at origination if the Loan-to-Value Ratio
is
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between 95.00% and 90.01%, (b) at least 12% of the principal balance of
the Mortgage Loan if the Loan-to-Value Ratio is between 90.00% and
85.01% and (c) at least 6% of such balance if the Loan-to-Value Ratio
is between 85.00% and 80.01% (except for one Mortgage Loan,
representing approximately 0.1% of the Mortgage Loans, which is not
insured by a Primary Insurance Policy). To the best of the Company's
knowledge, each such Primary Insurance Policy is in full force and
effect and the Trustee is entitled to the benefits thereunder;
(v) The issuers of the Primary Insurance Policies are
insurance companies whose
claims-paying abilities are currently acceptable to each Rating Agency;
(vi) No more than 1.6% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area in California, and no more
than 1.1% of the Mortgage Loans by aggregate Stated Principal Balance
as of the Cut-off Date are secured by Mortgaged Properties located in
any one zip code area outside California, and no more than 0.1% of the
Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off
Date are Cooperative Loans;
(vii) If the improvements securing a Mortgage Loan are in a
federally designated special flood hazard area, flood insurance in the
amount required under the Program Guide covers the related Mortgaged
Property (either by coverage under the federal flood insurance program
or by coverage by private insurers);
(viii) Immediately prior to the assignment of the Mortgage Loans to
the Trustee, the Company had good title to, and was the sole owner of,
each Mortgage Loan free and clear of any pledge, lien, encumbrance or
security interest (other than rights to servicing and related
compensation) and such assignment validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of any pledge, lien,
encumbrance or security interest;
(ix) 17.1% of the Mortgage Loans were underwritten under a
reduced loan
documentation program;
(x) Each Mortgagor represented in its loan application with
respect to the related
Mortgage Loan that the Mortgaged Property would be owner-occupied and
therefore would
not be an investor property as of the date of origination of such
Mortgage Loan. No
Mortgagor is a corporation or a partnership;
(xi) 0.1% of the Mortgage Loans were Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage
under Section
860G(a)(3)(A) of the Code and Treasury Regulation 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;
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(xiv) With respect to a Mortgage Loan that is a Cooperative Loan,
the Cooperative Stock that is pledged as security for the Mortgage Loan
is held by a person as a tenant-stockholder (as defined in Section 216
of the Code) in a cooperative housing corporation (as defined in
Section 216 of the Code);
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or updated
appraisals of Mortgaged Properties are obtained in connection with the
refinancing thereof), the related Seller has represented that either
(a) the value of the related Mortgaged Property as of the date the
Mortgage Loan was originated was not less than the appraised value of
such property at the time of origination of the refinanced Mortgage
Loan or (b) the Loan-to-Value Ratio of the Mortgage Loan as of the date
of origination of the Mortgage Loan generally meets the Company's
underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the basis
of a 360-day year
consisting of twelve 30-day months; and
(xvii) Three of the Mortgage Loans contain in the related
Mortgage File a Destroyed
Mortgage Note.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this Section 2.03(b) which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement); provided, however, that in the
event of a breach of the representation and warranty set forth in Section
2.03(b)(xii), the party discovering such breach shall give such notice within
five days of discovery. Within 90 days of its discovery or its receipt of notice
of breach, the Company shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that the Company
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered. Any such substitution shall be
effected by the Company under the same terms and conditions as provided in
Section 2.04 for substitutions by Residential Funding. It is understood and
agreed that the obligation of the Company to cure such breach or to so purchase
or substitute for any Mortgage Loan as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach available
to the Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
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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 the
Certificateholders all of its right, title and interest in respect of the
Assignment Agreement and each Seller's Agreement applicable to a Mortgage Loan.
Insofar as the Assignment Agreement or such Seller's Agreement relates to the
representations and warranties made by Residential Funding or the related Seller
in respect of such Mortgage Loan and any remedies provided thereunder for any
breach of such representations and warranties, such right, title and interest
may be enforced by the Master Servicer on behalf of the Trustee and the
Certificate holders. Upon the discovery by the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any of the representations and
warranties made in a Seller's Agreement or the Assignment Agreement (which, for
purposes hereof, will be deemed to include any other cause giving rise to a
repurchase obligation under the Assignment Agreement) in respect of any Mortgage
Loan which materially and adversely affects the interests of the
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Master Servicer shall promptly
notify the related Seller or Residential Funding, as the case may be, of such
breach and request that such Seller or Residential Funding, as the case may be,
either (i) cure such breach in all material respects within 90 days from the
date the Master Servicer was notified of such breach or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set
forth in Section 2.02; provided that in the case of a breach under the
Assignment Agreement Residential Funding shall have the option to substitute a
Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date, provided that
if the breach would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or
substitution must occur within 90 days from the date the breach was discovered.
In the event that Residential Funding elects to substitute a Qualified
Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this
Section 2.04, Residential Funding shall deliver to the Trustee for the benefit
of the Certificateholders with respect to such Qualified Substitute Mortgage
Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the
Mortgage in recordable form, and such other documents and agreements as are
required by Section 2.01, with the Mortgage Note endorsed as required by Section
2.01. No substitution will be made in any calendar month after the Determination
Date for such month. Monthly Payments due with respect to Qualified Substitute
Mortgage Loans in the month of substitution shall not be part of the Trust Fund
and will be retained by the Master Servicer and remitted by the Master Servicer
to Residential Funding on the next succeeding Distribution Date. For the month
of substitution, distributions to the Certificateholders will include the
Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter
Residential Funding shall be entitled to retain all amounts received in respect
of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be
amended the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a
Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit of
the Certificateholders to reflect the removal of such Deleted Mortgage Loan and
the substitution of the Qualified Substitute Mortgage Loan or Loans and the
Master Servicer shall deliver the amended Mortgage Loan Schedule, and, if the
Deleted Mortgage Loan was a Discount Mortgage Loan, the amended Schedule of
Discount Fractions, to the Trustee. Upon such substitution, the Qualified
Substitute Mortgage Loan or Loans shall be subject to the terms of this
Agreement and
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the related Subservicing Agreement in all respects, the related Seller shall be
deemed to have made the representations and warranties with respect to the
Qualified Substitute Mortgage Loan contained in the related Seller's Agreement
as of the date of substitution, and the Company and the Master Servicer shall be
deemed to have made with respect to any Qualified Substitute Mortgage Loan or
Loans, as of the date of substitution, the covenants, representations and
warranties set forth in this Section 2.04, in Section 2.03 hereof and in Section
4 of the Assignment Agreement, and the Master Servicer shall be obligated to
repurchase or substitute for any Qualified Substitute Mortgage Loan as to which
a Repurchase Event (as defined in the Assignment Agreement) has occurred
pursuant to Section 4 of the Assignment Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the start-up date" under Section 860G(d)(1) of the Code or (b) any portion of
the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of the Certificateholders. If the Master Servicer is Residential
Funding, then the Trustee shall also have the right to give the notification and
require the purchase or substitution provided for in the second preceding
paragraph in the event of such a breach of a representation or warranty made by
Residential Funding in the Assignment Agreement. In connection with the purchase
of or substitution for any such Mortgage Loan by Residential Funding, the
Trustee shall assign to Residential Funding all of the right, title and interest
in respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates
Evidencing Interests in REMIC
I Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in REMIC I, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to
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the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Class R-I Certificates in authorized denominations which
together with the Uncertificated REMIC I Regular Interests, evidence ownership
of REMIC I. The rights of the Class R-I Certificateholders and REMIC II to
receive distributions from the proceeds of REMIC I in respect of the Class R-I
Certificates and the Uncertificated REMIC I Regular Interests, and all ownership
interests of the Class R-I Certificateholders and REMIC II in such
distributions, shall be as set forth in this Agreement.
Section 2.06. Conveyance of Uncertificated REMIC I Regular
Interests and REMIC II Regular Interests; Acceptance
by the Trustee.
The Company, as of the Closing Date, and concurrently with the
execution and delivery hereof, does hereby assign without recourse all the
right, title and interest of the Company in and to the Uncertificated REMIC I
Regular Interests and Uncertificated REMIC II Regular Interests to the Trustee
for the benefit of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-8, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3 and Class R-II Certificateholders. The Trustee acknowledges
receipt of the Uncertificated REMIC I Regular Interests and the Uncertificated
REMIC II IO Regular Interests and declares that it holds and will hold the same
in trust for the exclusive use and benefit of all present and future Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8,
Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificateholders. The rights of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class M-1, Class M-2, Class
M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificateholders to
receive distributions from the proceeds of REMIC II in respect of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8,
Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificates, and all ownership interests of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificateholders in such distributions, shall be as set forth in this
Agreement.
Section 2.07. Issuance of Certificates Evidencing Interest in
REMIC II.
The Trustee acknowledges the assignment to it of the Uncertificated
REMIC I Regular Interests and, concurrently therewith and in exchange therefor,
pursuant to the written request of the Company executed by an officer of the
Company, the Trustee has executed and caused to be authenticated and delivered
to or upon the order of the Company, the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class M-1, Class M-2, Class
M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates in authorized
denominations evidencing ownership of the entire REMIC II.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a Mortgaged Property to an
Insurer, the acquisition of any property acquired by foreclosure or deed in lieu
of foreclosure, or the management, marketing and conveyance of any property
acquired by foreclosure or deed in lieu of foreclosure with respect to the
Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding the
foregoing, subject to Section 3.07(a), the Master Servicer shall not permit any
modification with respect to any Mortgage Loan that would both constitute a sale
or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code
and any proposed, temporary or final regulations promulgated thereunder (other
than in connection with a proposed conveyance or assumption of such Mortgage
Loan that is treated as a Principal Prepayment in Full pursuant to Section
3.13(d) hereof) and cause either REMIC I or REMIC II to fail to qualify as a
REMIC under the Code. The Trustee shall furnish the Master Servicer with any
powers of attorney and other documents necessary or appropriate to enable the
Master Servicer to service and administer the Mortgage Loans. The Trustee shall
not be liable for any action taken by the Master Servicer or any Subservicer
pursuant to such powers of attorney. In servicing and administering any
Nonsubserviced Mortgage Loan, the Master Servicer shall, to the extent not
inconsistent with this Agreement, comply with the Program Guide as if it were
the originator of such Mortgage Loan and had retained the servicing rights and
obligations in respect thereof. In connection with servicing and administering
the Mortgage Loans, the Master Servicer and any Affiliate of the Master Servicer
(i) may perform services such as appraisals and brokerage services that are not
customarily provided by servicers of mortgage loans, and shall be entitled to
reasonable compensation therefor in accordance with Section 3.10 and (ii) may,
at its own discretion and on behalf of the Trustee, obtain credit information in
the form of a "credit score" from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers
in effecting the timely
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payment of taxes and assessments on the properties subject to the Mortgage Loans
shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the amount owing under the related Mortgage
Loans, notwithstanding that the terms of such Mortgage Loan so permit, and such
costs shall be recoverable to the extent permitted by Section 3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers;
Enforcement of Subservicers' and Sellers'
Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit G. With the approval of the Master Servicer, a Subservicer
may delegate its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement and of each Seller under the related Seller's
Agreement, to the extent that the non-performance of any such obligation would
have a material and adverse effect on a Mortgage Loan, including, without
limitation, the obligation to
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purchase a Mortgage Loan on account of defective documentation, as described in
Section 2.02, or on account of a breach of a representation or warranty, as
described in Section 2.04. Such enforcement, including, without limitation, the
legal prosecution of claims, termination of Subservicing Agreements or Seller's
Agreements, as appropriate, and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the Master
Servicer would employ in its good faith business judgment and which are normal
and usual in its general mortgage servicing activities. The Master Servicer
shall pay the costs of such enforcement at its own expense, and shall be
reimbursed therefor only (i) from a general recovery resulting from such
enforcement to the extent, if any, that such recovery exceeds all amounts due in
respect of the related Mortgage Loan or (ii) from a specific recovery of costs,
expenses or attorneys fees against the party against whom such enforcement is
directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and the Certificateholders for the servicing and administering of the Mortgage
Loans in accordance with the provisions of Section 3.01 without diminution of
such obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
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Section 3.05. No Contractual Relationship Between Subservicer and
Trustee or
Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements
by Trustee.
(a) In the event the Master Servicer shall for any reason no longer be
the master servicer (including by reason of an Event of Default), the Trustee,
its designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide;
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by
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reason of such arrangements unless otherwise agreed to by the Holders of the
Classes of Certificates affected thereby; provided, however, that no such
extension shall be made if any such advance would be a Nonrecoverable Advance.
Consistent with the terms of this Agreement, the Master Servicer may also waive,
modify or vary any term of any Mortgage Loan or consent to the postponement of
strict compliance with any such term or in any manner grant indulgence to any
Mortgagor if in the Master Servicer's determination such waiver, modification,
postponement or indulgence is not materially adverse to the interests of the
Certificateholders (taking into account any estimated Realized Loss that might
result absent such action); provided, however, that the Master Servicer may not
modify materially or permit any Subservicer to modify any Mortgage Loan,
including without limitation any modification that would change the Mortgage
Rate, forgive the payment of any principal or interest (unless in connection
with the liquidation of the related Mortgage Loan or except in connection with
prepayments to the extent that such reamortization is not inconsistent with the
terms of the Mortgage Loan), or extend the final maturity date of such Mortgage
Loan, unless such Mortgage Loan is in default or, in the judgment of the Master
Servicer, such default is reasonably foreseeable. In connection with any
Curtailment of a Mortgage Loan, the Master Servicer, to the extent not
inconsistent with the terms of the Mortgage Note and local law and practice, may
permit the Mortgage Loan to be reamortized such that the Monthly Payment is
recalculated as an amount that will fully amortize the remaining Stated
Principal Balance thereof by the original Maturity Date based on the original
Mortgage Rate; provided, that such re-amortization shall not be permitted if it
would constitute a reissuance of the Mortgage Loan for federal income tax
purposes.
(b) The Master Servicer shall establish and maintain a Custodial
Account in which the Master Servicer shall deposit or cause to be deposited on a
daily basis, except as otherwise specifically provided herein, the following
payments and collections remitted by Subservicers or received by it in respect
of the Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal
component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has
occurred;
(ii) All payments on account of interest at the Adjusted Mortgage
Rate on the Mortgage Loans, including Buydown Funds, if any, and the
interest component of any Subservicer Advance or of any REO Proceeds
received in connection with an REO Property for which an REO
Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of any
related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to
Section 2.02, 2.03, 2.04 or 4.07 and all amounts required to be
deposited in connection with the substitution of a Qualified Substitute
Mortgage Loan pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to
Section 3.07(c) or 3.21; and
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(vi) All amounts transferred from the Certificate Account to the
Custodial Account in accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds
and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized.
(d) The Master Servicer shall give notice to the Trustee and the
Company of any change in the location of the Custodial Account and the location
of the Certificate Account prior to the use thereof.
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Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate on any Curtailment received by such
Subservicer in respect of a Mortgage Loan from the related Mortgagor during any
month that is to be applied by the Subservicer to reduce the unpaid principal
balance of the related Mortgage Loan as of the first day of such month, from the
date of application of such Curtailment to the first day of the following month.
Any amounts paid by a Subservicer pursuant to the preceding sentence shall be
for the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time pursuant to
Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause
the Subservicers for Subserviced Mortgage Loans to, establish and maintain one
or more Servicing Accounts and deposit and retain therein all collections from
the Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account.
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Withdrawals of amounts related to the Mortgage Loans from the Servicing Accounts
may be made only to effect timely payment of taxes, assessments, hazard
insurance premiums, Primary Insurance Policy premiums, if applicable, or
comparable items, to reimburse the Master Servicer or Subservicer out of related
collections for any payments made pursuant to Sections 3.11 (with respect to the
Primary Insurance Policy) and 3.12(a) (with respect to hazard insurance), to
refund to any Mortgagors any sums as may be determined to be overages, to pay
interest, if required, to Mortgagors on balances in the Servicing Account or to
clear and terminate the Servicing Account at the termination of this Agreement
in accordance with Section 9.01 or in accordance with the Program Guide. As part
of its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any
Class of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the
amounts and in the
manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to Sections
3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise
reimbursable pursuant to the terms of this Agreement, such withdrawal
right being limited to amounts received on particular Mortgage Loans
(including, for this
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purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and
proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02,
2.03, 2.04 or 4.07) which represent (A) Late Collections of Monthly
Payments for which any such advance was made in the case of Subservicer
Advances or Advances pursuant to Section 4.04 and (B) recoveries of
amounts in respect of which such advances were made in the case of
Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment received
by the Master Servicer on account of interest on a Mortgage Loan as
contemplated by Sections 3.14 and 3.16, an amount equal to that
remaining portion of any such payment as to interest (but not in excess
of the Servicing Fee and the Subservicing Fee, if not previously
retained) which, when deducted, will result in the remaining amount of
such interest being interest at the Net Mortgage Rate on the amount
specified in the amortization schedule of the related Mortgage Loan as
the principal balance thereof at the beginning of the period respecting
which such interest was paid after giving effect to any previous
Curtailments;
(iv) to pay to itself as additional servicing compensation any
interest or investment income earned on funds deposited in the
Custodial Account that it is entitled to withdraw pursuant to Section
3.07(c);
(v) to pay to itself as additional servicing compensation
any Foreclosure Profits,
and any amounts remitted by Subservicers as interest in respect of
Curtailments pursuant to
Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential
Funding, the Company or any other appropriate Person, as the case may
be, with respect to each Mortgage Loan or property acquired in respect
thereof that has been purchased or otherwise transferred pursuant to
Section 2.02, 2.03, 2.04, 4.07 or 9.01, all amounts received thereon
and not required to be distributed to the Certificateholders as of the
date on which the related Stated Principal Balance or Purchase Price is
determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below or any Advance reimbursable to the
Master Servicer pursuant to Section 4.02(a)(iii);
(viii) to reimburse itself or the Company for expenses incurred
by and reimbursable to it or the Company pursuant to Sections 3.13,
3.14(c), 6.03, 10.01 or otherwise, or in connection with enforcing any
repurchase, substitution or indemnification obligation of any Seller
(other than an Affiliate of the Company) pursuant to the related
Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a)
pursuant to Section 3.14 in good faith in connection with the
restoration of property damaged by an Uninsured Cause, and (b) in
connection with the liquidation of a Mortgage Loan or disposition of an
REO Property to the extent not otherwise reimbursed pursuant to clause
(ii) or (viii) above; and
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(x) to withdraw any amount deposited in the Custodial
Account that was not
required to be deposited therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii),
(iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to the
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the Company had
knowledge of such Primary Insurance Policy. The Master Servicer shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised value of the related
Mortgaged Property as determined in any appraisal thereof after the Closing
Date, or if the Loan-to-Value Ratio is reduced below 80% as a result of
principal payments on the Mortgage Loan after the Closing Date. In the event
that the Company gains knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is not the subject
of a Primary Insurance Policy (and was not included in any exception to the
representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a current
Loan-to-Value Ratio in excess of 80% then the Master Servicer shall use its
reasonable efforts to obtain and maintain a Primary Insurance Policy to the
extent that such a policy is obtainable at a reasonable price. The Master
Servicer shall not cancel or refuse to renew any such Primary Insurance Policy
applicable to a Nonsubserviced Mortgage Loan, or consent to any Subservicer
canceling or refusing to renew any such Primary Insurance Policy applicable to a
Mortgage Loan subserviced by it, that is in effect at the date of the initial
issuance of the Certificates and is required to be kept in force hereunder
unless the replacement Primary Insurance Policy for such canceled or non-renewed
policy is maintained with an insurer whose claims-paying ability is acceptable
to each Rating Agency for
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mortgage pass-through certificates having a rating equal to or better than the
lower of the then-current rating or the rating assigned to the Certificates as
of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of
the Mortgage Loans, the Master Servicer agrees to present or to cause the
related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and the Certificateholders, claims to the
Insurer under any Primary Insurance Policies, in a timely manner in accordance
with such policies, and, in this regard, to take or cause to be taken such
reasonable action as shall be necessary to permit recovery under any Primary
Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section
3.07, any Insurance Proceeds collected by or remitted to the Master Servicer
under any Primary Insurance Policies shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan (other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of the principal balance owing on such
Mortgage Loan or 100 percent of the insurable value of the improvements;
provided, however, that such coverage may not be less than the minimum amount
required to fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related Subservicing Agreement,
the Master Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be maintained. The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan),
fire insurance with extended coverage in an amount which is at least equal to
the amount necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to Section 3.07, any
amounts collected by the Master Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer's normal servicing procedures) shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section
3.10. Any cost incurred by the Master Servicer in maintaining any such insurance
shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the amount owing under the Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall
be recoverable by the Master Servicer out of related late payments by the
Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent
permitted by Section 3.10. It is understood and agreed that no earthquake or
other additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. Whenever the improvements securing a Mortgage
Loan (other than a Cooperative Loan) are located 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
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national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a
blanket fire insurance policy with extended coverage insuring against hazard
losses on all of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first sentence of this Section
3.12(a), it being understood and agreed that such policy may contain a
deductible clause, in which case the Master Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.12(a) and there shall have
been a loss which would have been covered by such policy, deposit in the
Certificate Account the amount not otherwise payable under the blanket policy
because of such deductible clause. Any such deposit by the Master Servicer shall
be made on the Certificate Account Deposit Date next preceding the Distribution
Date which occurs in the month following the month in which payments under any
such policy would have been deposited in the Custodial Account. In connection
with its activities as administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on behalf of itself, the Trustee and the
Certificateholders, claims under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense
and keep in full force and effect throughout the term of this Agreement a
blanket fidelity bond and an errors and omissions insurance policy covering the
Master Servicer's officers and employees and other persons acting on behalf of
the Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage
Loans for FNMA or FHLMC. In the event that any such bond or policy ceases to be
in effect, the Master Servicer shall obtain a comparable replacement bond or
policy from an issuer or insurer, as the case may be, meeting the requirements,
if any, of the Program Guide and acceptable to the Company. Coverage of the
Master Servicer under a policy or bond obtained by an Affiliate of the Master
Servicer and providing the coverage required by this Section 3.12(b) shall
satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification
Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the
Master Servicer or Subservicer, to the extent it has knowledge of such
conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note
or Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in default
under this Section 3.13(a) by reason of any transfer or assumption
which the Master Servicer is restricted by law from preventing; and
(ii) if the Master Servicer determines that it is
reasonably likely that any
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Mortgagor will bring, or if any Mortgagor does bring, legal action to
declare invalid or otherwise avoid enforcement of a due-on-sale clause
contained in any Mortgage Note or Mortgage, the Master Servicer shall
not be required to enforce the due-on-sale clause or to contest such
action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall both (i) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the Code (or final, temporary or proposed Treasury Regulations promulgated
thereunder) and (ii) cause either REMIC I or REMIC II to fail to qualify as a
REMIC under the Code or (subject to Section 10.01(f)), result in the imposition
of any tax on "prohibited transactions" or constitute "contributions" after the
start-up date under the REMIC Provisions. The Master Servicer shall execute and
deliver such documents only if it reasonably determines that (i) its execution
and delivery thereof will not conflict with or violate any terms of this
Agreement or cause the unpaid balance and interest on the Mortgage Loan to be
uncollectible in whole or in part, (ii) any required consents of insurers under
any Required Insurance Policies have been obtained and (iii) subsequent to the
closing of the transaction involving the assumption or transfer (A) the Mortgage
Loan will continue to be secured by a first mortgage lien pursuant to the terms
of the Mortgage, (B) such transaction will not adversely affect the coverage
under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize
over the remaining term thereof, (D) no material term of the Mortgage Loan
(including the interest rate on the Mortgage Loan) will be altered nor will the
term of the Mortgage Loan be changed and (E) if the seller/transferor of the
Mortgaged Property is to be released from liability on the Mortgage Loan, such
release will not (based on the Master Servicer's or Subservicer's good faith
determination) adversely affect the collectability of the Mortgage Loan. Upon
receipt of appropriate instructions from the Master Servicer in accordance with
the foregoing, the Trustee shall execute any necessary instruments for such
assumption or substitution of liability as directed in writing by the Master
Servicer. Upon the closing of the transactions contemplated by such documents,
the Master Servicer shall cause the originals or true and correct copies of the
assumption agreement, the release (if any), or the modification or supplement to
the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian
and deposited with the Mortgage File for such Mortgage Loan. Any fee collected
by the Master Servicer or such related Subservicer for entering into an
assumption or substitution of liability agreement will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case
may be, shall be entitled
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to approve a request from a Mortgagor for a partial release of the related
Mortgaged Property, the granting of an easement thereon in favor of another
Person, any alteration or demolition of the related Mortgaged Property or other
similar matters if it has determined, exercising its good faith business
judgment in the same manner as it would if it were the owner of the related
Mortgage Loan, that the security for, and the timely and full collectability of,
such Mortgage Loan would not be adversely affected thereby and that neither
REMIC I nor REMIC II would fail to continue to qualify as a REMIC under the Code
as a result thereof and (subject to Section 10.01(f)) that no tax on "prohibited
transactions" or "contributions" after the start-up day would be imposed on the
REMIC as a result thereof. Any fee collected by the Master Servicer or the
related Subservicer for processing such a request will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit O, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage recording taxes
or otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws;
(iii) that the Mortgage Loan following the proposed assignment will have a rate
of interest at least 0.25 percent below or above the rate of interest on such
Mortgage Loan prior to such proposed assignment; and (iv) that such assignment
is at the request of the borrower under the related Mortgage Loan. Upon approval
of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal to the unpaid principal
balance of and accrued interest on such Mortgage Loan and the Master Servicer
shall treat such amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
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determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts
pursuant to Section 3.10. Concurrently with the foregoing, the Master Servicer
may pursue any remedies that may be available in connection with a breach of a
representation and warranty with respect to any such Mortgage Loan in accordance
with Sections 2.03 and 2.04. However, the Master Servicer is not required to
continue to pursue both foreclosure (or similar remedies) with respect to the
Mortgage Loans and remedies in connection with a breach of a representation and
warranty if the Master Servicer determines in its reasonable discretion that one
such remedy is more likely to result in a greater recovery as to the Mortgage
Loan. Upon the occurrence of a Cash Liquidation or REO Disposition, following
the deposit in the Custodial Account of all Insurance Proceeds, Liquidation
Proceeds and other payments and recoveries referred to in the definition of
"Cash Liquidation" or "REO Disposition," as applicable, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Master Servicer
or its designee, as the case may be, the related Mortgage Loan, and thereafter
such Mortgage Loan shall not be part of the Trust Fund. Notwithstanding the
foregoing or any other provision of this Agreement, in the Master Servicer's
sole discretion with respect to any defaulted Mortgage Loan or REO Property as
to either of the following provisions, (i) a Cash Liquidation or REO Disposition
may be deemed to have occurred if substantially all amounts expected by the
Master Servicer to be received in connection with the related defaulted Mortgage
Loan or REO Property have been received, and (ii) for purposes of determining
the amount of any Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any
other unscheduled collections or the amount of any Realized Loss, the Master
Servicer may take into account minimal amounts of additional receipts expected
to be received or any estimated additional liquidation expenses expected to be
incurred in connection with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by
REMIC I as an REO Property by foreclosure or by deed in lieu of foreclosure, the
deed or certificate of sale shall be issued to the Trustee or to its nominee on
behalf of the Certificateholders. Notwithstanding any such acquisition of title
and cancellation of the related Mortgage Loan, such REO Property shall (except
as otherwise expressly provided herein) be considered to be an Outstanding
Mortgage Loan held in REMIC I until such time as the REO Property shall be sold.
Consistent with the foregoing for purposes of all calculations hereunder so long
as such REO Property shall be considered to be an Outstanding Mortgage Loan it
shall be assumed that, notwithstanding that the indebtedness evidenced by the
related Mortgage Note shall have been discharged, such Mortgage Note and the
related amortization schedule in effect at the time of any such acquisition of
title (after giving effect to any previous Curtailments and before any
adjustment thereto by reason of any bankruptcy or
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similar proceeding or any moratorium or similar waiver or grace period) remain
in effect.
(c) In the event that REMIC I acquires any REO Property as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage Loan,
the Master Servicer on behalf of REMIC I shall dispose of such REO Property
within two years after its acquisition by REMIC I for purposes of Section
860G(a)(8) of the Code or, at the expense of REMIC I, request, more than 60 days
before the day on which the two-year grace period would otherwise expire, an
extension of the two-year grace period unless the Master Servicer (subject to
Section 10.01(f)) obtains for the Trustee an Opinion of Counsel, addressed to
the Trustee and the Master Servicer, to the effect that the holding by REMIC I
of such REO Property subsequent to such two-year period will not result in the
imposition of taxes on "prohibited transactions" as defined in Section 860F of
the Code or cause REMIC I to fail to qualify as a REMIC at any time that any
Uncertificated REMIC I Regular Interests are outstanding, in which case REMIC I
may continue to hold such REO Property (subject to any conditions contained in
such Opinion of Counsel). The Master Servicer shall be entitled to be reimbursed
from the Custodial Account for any costs incurred in obtaining such Opinion of
Counsel, as provided in Section 3.10. Notwithstanding any other provision of
this Agreement, no REO Property acquired by REMIC I shall be rented (or allowed
to continue to be rented) or otherwise used by or on behalf of REMIC I in such a
manner or pursuant to any terms that would (i) cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or (ii) subject REMIC I to the imposition of any federal income taxes
on the income earned from such REO Property, including any taxes imposed by
reason of Section 860G(c) of the Code ("net income from foreclosure property"),
unless the Master Servicer has agreed to indemnify and hold harmless REMIC I
with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase
or repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as
well as any recovery resulting from a collection of Liquidation Proceeds,
Insurance Proceeds or REO Proceeds, will be applied in the following order of
priority: first, to reimburse the Master Servicer or the related Subservicer in
accordance with Section 3.10(a)(ii); second, to the Certificateholders to the
extent of accrued and unpaid interest on the Mortgage Loan, and any related REO
Imputed Interest, at the Net Mortgage Rate to the Due Date prior to the
Distribution Date on which such amounts are to be distributed; third, to the
Certificateholders as a recovery of principal on the Mortgage Loan (or REO
Property) (provided that if any such Class of Certificates to which such
Realized Loss was allocated is no longer outstanding, such subsequent recovery
shall be distributed to the persons who were the Holders of such Class of
Certificates when it was retired); fourth, to all Servicing Fees and
Subservicing Fees payable therefrom (and the Master Servicer and the Subservicer
shall have no claims for any deficiencies with respect to such fees which result
from the foregoing allocation); and fifth, to Foreclosure Profits.
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the
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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 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, requesting that
possession of all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason for such release
and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt
of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Trustee, or the Custodian as agent for the Trustee when the
need therefor by the Master Servicer no longer exists, unless (i) the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
such document has been delivered directly or through a Subservicer to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the
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termination of such a lien upon completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation; Compensating
Interest.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at the related Net Mortgage Rate, the Master Servicer shall be
entitled to retain therefrom and to pay to itself and/or the related Subservicer
any Servicing Fee or Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment
charges, assumption fees, late payment charges, investment income on amounts in
the Custodial Account or the Certificate Account or otherwise shall be retained
by the Master Servicer or the Subservicer to the extent provided herein, subject
to clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid,
all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid by the related
Mortgagors, and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as specifically provided
in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may
not be transferred in whole or in part except in connection with the transfer of
all of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i)
will not withdraw from the Custodial Account any such amount representing all or
a portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or
4.01(b) and (iii) will not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi).
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Section 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
Section 3.19. Annual Independent Public Accountants' Servicing
Report.
On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon
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comparable statements for examinations conducted by independent public
accountants substantially in accordance with standards established by the
American Institute of Certified Public Accountants (rendered within one year of
such statement) with respect to such Subservicers.
Section 3.20. Rights of the Company in Respect of the Master
Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in
its entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account
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and remit the same to the Master Servicer in accordance with the terms of the
Subservicing Agreement for deposit in the Custodial Account or, if instructed by
the Master Servicer, pay to the insurer under any related Primary Insurance
Policy if the Mortgaged Property is transferred to such insurer and such insurer
pays all of the loss incurred in respect of such default. Any amount so remitted
pursuant to the preceding sentence will be deemed to reduce the amount owed on
the Mortgage Loan.
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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 the Class A-8 Certificates), shall be based on
the aggregate of the Percentage
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Interests represented by Certificates of the applicable Class held by such
Holder or (B) with respect to the Class A-8 Certificates, shall be equal to the
amount (if any) distributed pursuant to Section 4.02(a)(i) below to the initial
Holder of the Class A-8 Certificate or to each Holder of a Subclass thereof, as
applicable) of the following amounts, in the following order of priority
(subject to the provisions of Section 4.02(b)), in each case to the extent of
the Available Distribution Amount:
(i) to the Class A Certificateholders (other than the Class
A-7 Certificateholders) and Class R Certificateholders, on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates with respect to such Distribution Date, Accrued
Certificate Interest on such Classes of Certificates (or Subclasses, if
any, with respect to the Class A-8 Certificates), as applicable, for
such Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date except as provided
in the last paragraph of this Section 4.02(a) (the "Senior Interest
Distribution Amount");
(ii) (X) to the Class A-7 Certificateholders, the
Class A-7 Principal
Distribution Amount; and
(Y) to the Class A Certificateholders
(other than Class A-7
Certificateholders) and Class R Certificateholders, in the priorities
and amounts set forth in Section 4.02(b)(ii) through (iv) and Section
4.02(c), the sum of the following (applied to reduce the Certificate
Principal Balances of such Class A Certificates or Class R
Certificates, as applicable):
(A) the Senior Percentage for such
Distribution Date times the sum of the following:
(1) the principal portion of each Monthly
Payment due during the related Due Period on each
Outstanding Mortgage Loan (other than the related
Discount Fraction of the principal portion of such
payment with respect to a Discount Mortgage Loan),
whether or not received on or prior to the related
Determination Date, minus the principal portion of
any Debt Service Reduction (other than the related
Discount Fraction of the principal portion of such
Debt Service Reductions with respect to each Discount
Mortgage Loan) which together with other Bankruptcy
Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any
Mortgage Loan repurchased during the related
Prepayment Period (or deemed to have been so
repurchased in accordance with Section 3.07(b))
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the
amount of any shortfall deposited in the Custodial
Account in connection with the substitution of a
Deleted Mortgage Loan pursuant to Section 2.03 or
2.04 during the related Prepayment Period (other than
the related Discount Fraction of such Stated
Principal Balance or shortfall with respect to a
Discount Mortgage Loan); and
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(3) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or REO
Disposition of a Mortgage Loan described in Section
4.02(a)(ii)(Y)(B), including without limitation
Insurance Proceeds, Liquidation Proceeds and REO
Proceeds) received during the related Prepayment
Period (or deemed to have been so received in
accordance with Section 3.07(b)) to the extent
applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to
Section 3.14 (other than the related Discount
Fraction of the principal portion of such unscheduled
collections with respect to a Discount Mortgage
Loan);
(B) with respect to each Mortgage Loan for which a
Cash Liquidation or a REO Disposition occurred during the
related Prepayment Period (or was deemed to have occurred
during such period in accordance with Section 3.07(b)) and
did not result in any Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses, an amount equal to the lesser of (a) the Senior
Percentage for such Distribution Date times the Stated
Principal Balance of such Mortgage Loan (other than the
related Discount Fraction of such Stated Principal
Balance, with respect to a Discount Mortgage Loan) and (b)
the Senior Accelerated Distribution Percentage for such
Distribution Date times the related unscheduled
collections (including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) to the
extent applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section
3.14 (in each case other than the portion of such
unscheduled collections, with respect to a Discount
Mortgage Loan included in Section 4.02(b)(i)(C));
(C) the Senior Accelerated Distribution Percentage
for such Distribution Date times the aggregate of all
Principal Prepayments in Full and Curtailments received in
the related Prepayment Period (other than the related
Discount Fraction of such Principal Prepayments in Full
and Curtailments, with respect to a Discount Mortgage
Loan);
(D) any Excess Subordinate Principal Amount for
such Distribution Date;
(E) any amounts described in subsection (ii)(Y),
clauses (A), (B) and (C) of this Section 4.02(a), as
determined for any previous Distribution Date, which
remain unpaid after application of amounts previously
distributed pursuant to this clause (E) to the extent that
such amounts are not attributable to Realized Losses which
have been allocated to the Class M Certificates or Class B
Certificates;
(iii) if the Certificate Principal Balances of the Class M
Certificates and Class B Certificates have not been reduced to zero, to
the Master Servicer or a Subservicer, by remitting for deposit to the
Custodial Account, to the extent of and in reimbursement for any
Advances or Subservicer Advances previously made with respect to any
Mortgage Loan or
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REO Property which remain unreimbursed in whole or in part following
the Cash Liquidation or REO Disposition of such Mortgage Loan or REO
Property, minus any such Advances that were made with respect to
delinquencies that ultimately constituted Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date, minus (y) the amount
of any Class A-7 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 the Subordinate Principal Distribution Amount for such Class
of Certificates for such Distribution Date, minus (y) the amount of any
Class A-7 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-7 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;
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(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-7 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-7 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections 4.02(a)(xiv) and
(xv) are insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an amount
equal to (x) the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as
provided below minus (y) the amount of any Class A-7 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-7 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates applied in
reduction of the Certificate Principal Balance of the Class B-3
Certificates;
(xvi) to the Class A Certificateholders and Class R
Certificateholders in the priority set forth in Section 4.02(b), the
portion, if any, of the Available Distribution Amount remaining after
the foregoing distributions, applied to reduce the Certificate
Principal Balances of such Class A and Class R Certificates, but in no
event more than the aggregate of the outstanding Certificate Principal
Balances of each such Class of Class A and Class R Certificates, and
thereafter, to each Class of Class M Certificates then outstanding
beginning with such Class with the lowest numerical designation, any
portion of the Available Distribution Amount remaining after the Class
A Certificates and Class R Certificates have been retired, applied to
reduce the Certificate Principal Balance of each such Class of Class M
Certificates, but in no event more than the outstanding Certificate
Principal Balance of each such Class of Class M Certificates; and
thereafter to each such Class of Class B Certificates then outstanding
beginning with such Class with the lowest numerical
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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-I Certificateholders, the balance, if
any, of the Available
Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect
to the Class of Class B Certificates outstanding on such Distribution Date with
the highest numerical designation, or in the event the Class B Certificates are
no longer outstanding, the Class of Class M Certificates then outstanding with
the highest numerical designation, or in the event the Class B Certificates and
Class M Certificates are no longer outstanding, the Class A and Class R
Certificates, Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date will be distributable only to the extent that such
unpaid Accrued Certificate Interest was attributable to interest shortfalls
relating to Nonrecoverable Advances as determined by the Master Servicer with
respect to the related Mortgage Loan where such Mortgage Loan has not yet been
the subject of a Cash Liquidation or REO Disposition.
(b) Distributions of principal on the Class A Certificates (other than
the Class A-6 Certificates and Class A-8 Certificates) and Class R Certificates
on each Distribution Date occurring prior to the occurrence of the Credit
Support Depletion Date will be made as follows:
(i) first, to the Class A-7 Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the "Class A-7
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
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Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses, an amount equal to the lesser of (1) the applicable
Discount Fraction of the Stated Principal Balance of such
Discount Mortgage Loan immediately prior to such
Distribution Date and (2) the aggregate amount of the
collections on such Discount Mortgage Loan to the extent
applied as recoveries of principal;
(D) any amounts allocable to principal for any previous
Distribution Date (calculated pursuant to clauses (A)
through (C) above) that remain undistributed; and
(E) the amount of any Class A-7 Collection Shortfalls
for such Distribution Date and the amount of any Class A-7
Collection Shortfalls remaining unpaid for all previous
Distribution Dates, but only to the extent of the Eligible
Funds for such Distribution Date;
(ii) the Senior Principal Distribution Amount shall be
distributed to the Class R-I Certificates and Class R-II Certificates,
on a pro rata basis (in proportion to their respective Certificate
Principal Balances), until the Certificate Principal Balances thereof
have been reduced to zero;
(iii) from the balance of the Senior Principal Distribution
Amount remaining after the distribution, if any, described in clause
(ii) above, an amount equal to the sum of the following shall be
distributed to the Class A-5 Certificates, in reduction of the
Certificate Principal Balance thereof:
(A) the Class A-5 Certificates' pro rata share (based
on the aggregate Certificate Principal Balance thereof
relative to the aggregate Certificate Principal Balance
of all classes of Certificates (other than the Class
A-7 Certificates)), of the aggregate of the collections
described in Sections 4.02(a)(ii)(Y)(A), (B) and (E)
without any application of the Senior Percentage or
Senior Accelerated Distribution Percentage described
therein; and
(B) the Lockout Distribution Percentage of the Class
A-5 Certificates' pro rata share (based on the
aggregate Certificate Principal Balance thereof
relative to the aggregate Certificate Principal Balance
of all classes of Certificates (other than the Class
A-7 Certificates)), of the collections described in
Section 4.02(a)(ii)(Y)(C) without any application of
the Senior Accelerated Distribution Percentage
described therein;
provided that, if the aggregate of the amounts set forth in
Section 4.02(a)(ii)(Y)(A) through (E) is more than the
balance of the Available Distribution Amount remaining after
the amounts set forth in Sections 4.02(a)(i) and 4.02(b)(i)
have been distributed, the amount paid to the Class A-5
Certificates pursuant to this clause (iii) shall be reduced
by an amount equal to the Class A-5 Certificates' pro rata
share (based on the aggregate Certificate Principal Balance
thereof relative to the
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aggregate Certificate Principal Balance of all classes of
Senior Certificates, other than the Class A-7 Certificates)
of such difference; and
(iv) the balance of the Senior Principal Distribution Amount
remaining after the distributions, if any, described in clauses (ii)
and (iii) above shall be distributed as follows:
(A) first, until the Certificate Principal Balance of
the Class A-1 Certificates has been reduced to zero,
concurrently:
(1) 85.7147472659% of the
amount set forth in clause (iv)
above to the Class A-1 Certificates; and
(2) 14.2852527341% of the
amount set forth in clause (iv)
above to the Class A-2 Certificates;
(B) second, until the Certificate Principal Balances of
the Class A-2 Certificates and Class A-3 Certificates
have been reduced to zero, concurrently,
(1) 85.7147472659% of the
amount set forth in clause (iv)
above to the Class A-3 Certificates; and
(2) 14.2852527341% of the
amount set forth in clause (iv)
above to the Class A-2 Certificates;
(C) third, to the Class A-4 Certificates, until the
Certificate Principal Balance thereof has been reduced
to zero; and
(D) fourth, to the Class A-5 Certificates, until the
Certificate Principal Balance thereof has been reduced
to zero.
(c) On or after the occurrence of the Credit Support Depletion
Date, all priorities relating to distributions as described above in
respect of principal among the various classes of Senior Certificates
(other than the Class A-7 Certificates) will be disregarded, an amount
equal to the Discount Fraction of the principal portion of scheduled
payments and unscheduled collections received or advanced in respect of
Discount Mortgage Loans will be distributed to the Class A-7
Certificates, and the Senior Principal Distribution Amount will be
distributed among all classes of Senior Certificates (other than the
Class A-7 Certificates) pro rata in accordance with their respective
outstanding Certificate Principal Balances.
(d) 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
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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 protected against the
related Realized Loss pursuant to any limited guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or a combination thereof. Any amount to be so
distributed shall be distributed by the Master Servicer to the
Certificateholders of record as of the Record Date immediately preceding the
date of such distribution (i) with respect to the Certificates of any Class
(other than the Class A-8 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-8 Certificates, to the Class
A-8 Certificates or any Subclass thereof to which the related Realized Loss (or
portion thereof) was previously allocated. Any amounts to be so distributed
shall not be remitted to or distributed from the Trust Fund, and shall
constitute subsequent recoveries with respect to Mortgage Loans that are no
longer assets of the Trust Fund.
(e) 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.
(f) 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
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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 Certificate to the extent applicable:
(i) (a) the amount of such distribution to the
Certificateholders of such Class applied to reduce the Certificate
Principal Balance thereof, and (b) the aggregate amount included
therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of such
Class of Certificates
allocable to interest;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable
to such Holders if there were sufficient funds available therefor, the
amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer
pursuant to Section 4.04;
(v) the number and Pool Stated Principal Balance of
the Mortgage Loans after
giving effect to the distribution of principal on such Distribution
Date;
(vi) the aggregate Certificate Principal Balance of each Class
of Certificates, and each of the Senior, Class M and Class B
Percentages, after giving effect to the amounts distributed on such
Distribution Date, separately identifying any reduction thereof due to
Realized Losses other than pursuant to an actual distribution of
principal;
(vii) the related Subordinate Principal Distribution Amount
and Prepayment
Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports furnished to it
by Subservicers, the number and aggregate principal balances of
Mortgage Loans that are delinquent (A) one month, (B) two months and
(C) three months and (D) the number and aggregate principal balance of
Mortgage Loans that are in foreclosure;
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(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 Pass-Through Rates on the Class A-2 Certificates and
Class A-6 Certificates for such Distribution Date, separately
identifying LIBOR for such Distribution Date;
(xii) 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;
(xiii) the weighted average Pool Strip Rate for such
Distribution Date and the Pass- Through Rate on the Class A-8
Certificates and each Subclass, if any, thereof;
(xiv) the occurrence of the Credit Support Depletion Date;
(xv) the Senior Accelerated Distribution Percentage
applicable to such distribution;
(xvi) the Senior Percentage, the Senior Percentage and
the Lockout Distribution
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
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R Certificate, a statement containing the information set forth in clauses (i)
and (ii) of subsection (a) above aggregated for such calendar year or applicable
portion thereof during which such Person was a Certificateholder. Such
obligation of the Master Servicer shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the Master
Servicer pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the Trustee and the
Company; Advances
by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding
each Determination Date, the Master Servicer shall furnish a written statement
to the Trustee, any Paying Agent and the Company (the information in such
statement to be made available to Certificateholders by the Master Servicer on
request) setting forth (i) the Available Distribution Amount and (ii) the
amounts required to be withdrawn from the Custodial Account and deposited into
the Certificate Account on the immediately succeeding Certificate Account
Deposit Date pursuant to clause (iii) of Section 4.01(a). The determination by
the Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
shall be protected in relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related 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
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deposit in the Certificate Account all or a portion of the Amount Held for
Future Distribution in discharge of any such Advance, or (iii) make advances in
the form of any combination of (i) and (ii) aggregating the amount of such
Advance. Any portion of the Amount Held for Future Distribution so used shall be
replaced by the Master Servicer by deposit in the Certificate Account on or
before 11:00 A.M. New York time on any future Certificate Account Deposit Date
to the extent that funds attributable to the Mortgage Loans that are available
in the Custodial Account for deposit in the Certificate Account on such
Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date. The
Master Servicer shall be entitled to use any Advance made by a Subservicer as
described in Section 3.07(b) that has been deposited in the Custodial Account on
or before such Distribution Date as part of the Advance made by the Master
Servicer pursuant to this Section 4.04. The amount of any reimbursement pursuant
to Section 4.02(a)(iii) in respect of outstanding Advances on any Distribution
Date shall be allocated to specific Monthly Payments due but delinquent for
previous Due Periods, which allocation shall be made, to the extent practicable,
to Monthly Payments which have been delinquent for the longest period of time.
Such allocations shall be conclusive for purposes of reimbursement to the Master
Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing
Officer delivered to the Seller and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) assume the rights and obligations of the Master
Servicer hereunder, including the obligation to deposit in the Certificate
Account an amount equal to the Advance for the immediately succeeding
Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this
Section 4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine
the total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Debt Service Reduction, Deficient Valuation or REO Disposition that
occurred during the related Prepayment Period. The amount of each Realized Loss
shall be evidenced by an Officers' Certificate. All Realized Losses, other than
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Excess Special Hazard Losses, Extraordinary Losses, Excess Bankruptcy Losses or
Excess Fraud Losses, shall be allocated as follows: first, to the Class B-3
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; second, to the Class B-2 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; third, to the Class B-1 Certificates
until the Certificate Principal Balance thereof has been reduced to zero;
fourth, to the Class M-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; fifth, to the Class M-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; sixth, to the
Class M-1 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; and, thereafter, if such Realized Losses are on a Discount
Mortgage Loan, to the Class A-7 Certificates, in an amount equal to the Discount
Fraction of the principal portion thereof, and the remainder of such Realized
Losses and the entire amount of such Realized Losses on Non-Discount Mortgage
Loans among all the Senior Certificates (other than the Class A-7 Certificates),
on a pro rata basis, as described below. Any Excess Special Hazard Losses,
Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses on
Non-Discount Mortgage Loans will be allocated among the Class A (other than the
Class A-7 Certificates), Class M, Class B and Class R Certificates, on a pro
rata basis, as described below. The principal portion of such losses on Discount
Mortgage Loans will be allocated to the Class A-7 Certificates in an amount
equal to the related Discount Fraction thereof, and the remainder of such losses
on Discount Mortgage Loans will be allocated among the Class A Certificates
(other than the Class A-7 Certificates), Class M, Class B and Class R
Certificates on a pro rata basis, as described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Class B Certificates or, after the Certificate Principal
Balances of the Class B Certificates have been reduced to zero, to the Class of
Class M Certificates then outstanding with the highest numerical designation
shall be made by operation of the definition of "Certificate Principal Balance"
and by operation of the provisions of Section 4.02(a). Allocations of the
interest portions of Realized Losses shall be made by operation of the
definition of "Accrued Certificate Interest" and by operation of the provisions
of Section 4.02(a). Allocations of the principal portion of Debt Service
Reductions shall be made by operation of the provisions of Section 4.02(a). All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests (other than the Class A-8 Certificates) evidenced
thereby. All Realized Losses and all other losses allocated to the Class A-8
Certificates hereunder will be allocated to the Class A-8 Certificates and, if
any Subclasses thereof have been issued pursuant to Section 5.01(c), such
Realized Losses and other losses shall be allocated among the Subclasses of such
Class as set forth in the definition of Accrued Certificate
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Interest.
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan from
the Trustee at the Purchase Price therefor. If at any time the Master Servicer
makes a payment to the Certificate Account covering the amount of the Purchase
Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee
a certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer, the Trustee, REMIC I or REMIC
II, whereupon the Master Servicer shall succeed to all of the Trustee's right,
title and interest in and to such Mortgage Loan, and all security and documents
relative thereto. Such assignment shall be an assignment outright and not for
security. The Master Servicer will thereupon own such Mortgage, and all such
security and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto. Notwithstanding anything to the
contrary in this Section 4.07, the Master Servicer shall continue to service any
such Mortgage Loan after the date of such purchase in accordance with the terms
of this Agreement and, if any Realized Loss with respect to such Mortgage Loan
occurs, allocate such Realized Loss to the Class or Classes of Certificates that
would have borne such Realized Loss in accordance with the terms hereof as if
such Mortgage Loan had not been so purchased. For purposes of this Agreement, a
payment of the Purchase Price by the Master Servicer pursuant to this Section
4.07 will be viewed as an advance, and the amount of any Realized Loss shall be
recoverable pursuant to the provisions for the recovery of unreimbursed Advances
under Section 4.02(a) or, to the extent not recoverable under such provisions,
as a Nonrecoverable Advance as set forth herein.
Section 4.08. Distributions on the Uncertificated REMIC I Regular
Interests.
(a) On each Distribution Date the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC I Regular Interests, the
Uncertificated REMIC I Regular Interest Distribution Amounts in the following
order of priority to the extent of the Available Distribution Amount reduced by
distributions made to the Class R-I Certificates pursuant to Section 4.02(a):
(i) Uncertificated REMIC I Accrued Interest on the
Uncertificated REMIC I
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Regular Interests for such Distribution Date, plus any Uncertificated
REMIC I Accrued Interest thereon remaining unpaid from any previous
Distribution Date; and
(ii) In accordance with the priority set forth in Section
4.08(b), an amount equal to the sum of the amounts in respect of
principal distributable on the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates
under Section 4.02(a), as allocated thereto pursuant to Section
4.02(b).
(b) The amount described in Section 4.08(a)(ii) shall be deemed
distributed to (i) Uncertificated REMIC I Regular Interest V, (ii)
Uncertificated REMIC I Regular Interest W, (iii) Uncertificated REMIC I Regular
Interest X with the amount to be distributed allocated among such interests in
accordance with the priority assigned to the (i) Class A-1 and Class A-3
Certificates, (ii) Class A-2 Certificates, (iii) Class A-4, Class A-5, Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificates and (iv) Class A-7 Certificates, respectively, under Section
4.02(b) until the Uncertificated Principal Balance of each such interest is
reduced to zero.
(c) The portion of the Uncertificated REMIC I Regular Interest
Distribution Amounts described in Section 4.08(a)(ii) shall be deemed
distributed by REMIC I to REMIC II in accordance with the priority assigned to
the REMIC II Certificates relative to that assigned to the REMIC I Certificates
under Section 4.02(b).
(d) In determining from time to time the Uncertificated REMIC I Regular
Interest V Distribution Amount, Uncertificated REMIC I Regular Interest W
Distribution Amount, Uncertificated REMIC I Regular Interest X Distribution
Amount, Uncertificated REMIC I Regular Interest Y Distribution Amount and
Uncertificated REMIC I IO Regular Interest Distribution Amount, Realized Losses
allocated to the Class A-1 and Class A-3 Certificates under Section 4.05 shall
be deemed allocated to Uncertificated REMIC I Regular Interest V; Realized
Losses allocated to the Class A-2 and Class A-6 Certificates under Section 4.05
shall be deemed allocated to Uncertificated REMIC I Regular Interest W; Realized
Losses allocated to the Class A-4, Class A-5, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3, Class R-I and Class R-II Certificates under
Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular
Interest X; Realized Losses allocated to the Class A-7 Certificates under
Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular
Interest Y; and Realized Losses allocated to the Uncertificated REMIC II IO
Regular Interests pursuant to Section 4.09 shall be deemed allocated to the
Uncertificated REMIC I IO Regular Interests.
(e) On each Distribution Date the Trustee shall be deemed to distribute
from REMIC II, in the priority set forth in Sections 4.02(a) and (b), to the
Class A-1, Class A-2, Class A-3, Class A- 4, Class A-5, Class A-6, Class A-8,
Uncertificated REMIC II IO Regular Interests, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3 and Class R-II Certificates the amounts
distributable thereon, from the Uncertificated REMIC I Regular Interest
Distribution Amounts deemed to have been received by REMIC II from REMIC I under
this Section 4.08. The amount deemed distributable hereunder with respect to the
Class A-8 Certificates shall equal 100% of the amounts payable with respect to
the Uncertificated REMIC II IO Regular Interests.
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(f) Notwithstanding the deemed distributions on the Uncertificated
REMIC I Regular Interests described in this Section 4.08, distributions of funds
from the Certificate Account shall be made only in accordance with Section 4.02.
Section 4.09. Distributions on the Uncertificated REMIC II IO
Regular Interests.
(a) On each Distribution Date, the Trustee shall be deemed to
distribute to itself, as the holder of the Uncertificated REMIC II IO Regular
Interests, Uncertificated REMIC II IO Accrued Interest on the Uncertificated
REMIC II IO Regular Interests for such Distribution Date, plus any
Uncertificated REMIC II IO Accrued Interest thereon remaining unpaid from any
previous Distribution Date.
(b) In determining from time to time the Uncertificated REMIC II IO
Regular Interest Distribution Amounts, Realized Losses allocated to the Class
A-8 Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC II IO Regular Interests on a pro rata basis based on the Uncertificated
REMIC II IO Accrued Interest for the related Distribution Date.
(c) On each Distribution Date, the Trustee shall be deemed to
distribute from the Trust Fund, in the priority set forth in Sections 4.02(a),
to the Class A-8 Certificates, the amounts distributable thereon from the
Uncertificated REMIC II IO Regular Interest Distribution Amounts deemed to have
been received by the Trustee from the Trust Fund under this Section 4.09. The
amount deemed distributable hereunder with respect to the Class A-8 Certificates
shall equal 100% of the amounts payable with respect to the Uncertificated REMIC
II IO Regular Interests.
(d) Notwithstanding the deemed distributions on the Uncertificated
REMIC II IO Regular Interests described in this Section 4.09, distributions of
funds from the Certificate Account shall be made only in accordance with Section
4.02.
Section 4.10. Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. In the event the
Trustee does withhold any amount from interest or original issue discount
payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Trustee shall indicate the amount withheld to such
Certificateholders.
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ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates,
respectively, shall be substantially in the forms set forth in Exhibits A, B, C
and D and shall, on original issue, be executed and delivered by the Trustee to
the Certificate Registrar for authentication and delivery to or upon the order
of the Company and in the case of any Certificates issued on the Closing Date,
upon receipt by the Trustee or one or more Custodians of the documents specified
in Section 2.01. The Certificates, other than the Class A-8 Certificates and
Class R Certificates, shall be issuable in minimum dollar denominations of
$25,000 (or $250,000 in the case of the Class M-2, Class M-3, Class B-1, Class
B-2 and Class B-3 Certificates) and integral multiples of $1 (in the case of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6
Certificates) and $1,000 (in the case of all other Classes of Certificates) in
excess thereof, except that one Certificate of each of the Class A-7, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates may be
issued in a denomination equal to the denomination set forth as follows for such
Class or the sum of such denomination and an integral multiple of $1,000:
Class A-7 $25,562.20
Class M-1 $250,200.00
Class M-2 $250,500.00
Class M-3 $250,500.00
Class B-1 $250,500.00
The Class A-8 Certificates and Class R Certificates shall be issuable
in minimum denominations of not less than a 20% Percentage Interest (except as
provided in Section 5.01(c) with respect to the Class A-8 Certificates);
provided, however, that one Class R-I Certificate and one Class R-II Certificate
will be issuable to Residential Funding as "tax matters person" pursuant to
Section 10.01(c) and (e) in a minimum denomination representing a Percentage
Interest of not less than 0.01%. Each Subclass of the Class A-8 Certificates
shall be issuable in minimum denominations of not less than a 100% Percentage
Interest, except as provided in Section 5.01(c).
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the
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date of their authentication.
(b) The Class A Certificates, other than the Class A-7 Certificates and
Class A-8 Certificates, shall initially be issued as one or more Certificates
registered in the name of the Depository or its nominee and, except as provided
below, registration of such Certificates may not be transferred by the Trustee
except to another Depository that agrees to hold such Certificates for the
respective Certificate Owners with Ownership Interests therein. The
Certificateholders shall hold their respective Ownership Interests in and to
each of the Class A Certificates, other than the Class A-7 Certificates and
Class A-8 Certificates, through the book-entry facilities of the Depository and,
except as provided below, shall not be entitled to Definitive Certificates in
respect of such Ownership Interests. All transfers by Certificate Owners of
their respective Ownership Interests in the Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owner. Each Depository
Participant shall transfer the Ownership Interests only in the Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for which
it acts as agent in accordance with the Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Company is unable to locate a
qualified successor or (ii) the Company at its option advises the Trustee in
writing that it elects to terminate the book-entry system through the
Depository, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Definitive Certificates. Neither the
Company, the Master Servicer nor the Trustee shall be liable for any actions
taken by the Depository or its nominee, including, without limitation, any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Company in connection with the issuance of the Definitive
Certificates pursuant to this Section 5.01 shall be deemed to be imposed upon
and performed by the Trustee, and the Trustee and the Master Servicer shall
recognize the Holders of the Definitive
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Certificates as Certificateholders hereunder.
(c) From time to time, Residential Funding, as the initial Holder of
the Class A-8 Certificates may exchange such Holder's Class A-8 Certificates for
Subclasses of Class A-8 Certificates to be issued under this Agreement by
delivering a "Request for Exchange" substantially in the form attached hereto as
Exhibit Q executed by an authorized officer, which Subclasses, in the aggregate,
will represent the Uncertificated REMIC II IO Regular Interests corresponding to
the Class A-8 Certificates so surrendered for exchange. Any Subclass so issued
shall bear a numerical designation commencing with Class A-8-1 and continuing
sequentially thereafter, and will evidence ownership of the Uncertificated II IO
REMIC I Regular Interest or Interests specified in writing by such initial
Holder to the Trustee. The Trustee may conclusively rely on, and shall be
protected in relying on, Residential Funding's determinations of the
Uncertificated REMIC II IO 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 II IO Regular Interest designated
on an Request for Exchange corresponds to a Subclass which has previously been
issued. Each Subclass so issued shall be substantially in the form set forth in
Exhibit A and shall, on original issue, be executed and delivered by the Trustee
to the Certificate Registrar for authentication and delivery in accordance with
Section 5.01(a). Every Certificate presented or surrendered for transfer or
exchange by the initial Holder shall 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-8 Certificates may be
transferred in whole, but not in part, in accordance with the provisions of
Section 5.02.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be appointed by the Trustee in accordance with the provisions of
Section 8.12 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein
provided. The Trustee is initially appointed Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided. The Certificate Registrar, or the Trustee, shall provide the
Master Servicer with a certified list of Certificateholders as of each Record
Date prior to the related Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class A- 7, Class A-8, 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 and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other
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Certificates of authorized denominations of a like Class (or Subclass, in the
case of the Class A-8 Certificates) and aggregate Percentage Interest, upon
surrender of the Certificates to be exchanged at any such office or agency.
Whenever any Certificates are so surrendered for exchange the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver the
Certificates of such Class which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Trustee or the Certificate Registrar) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly executed by, the
Holder thereof or his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. Except as provided in Section 5.02(e), in the
event that a transfer of a Class B Certificate is to be made either (i)(A) the
Trustee shall require a written Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee and the Company that such transfer may be
made pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trustee, the Company or
the Master Servicer; provided that such Opinion of Counsel will not be required
in connection with the initial transfer of any such Certificate by the Company
or any Affiliate thereof to an Affiliate of the Company and (B) the Trustee
shall require the transferee to execute a representation letter, substantially
in the form of Exhibit J-1 hereto, and the Trustee shall require the transferor
to execute a representation letter, substantially in the form of Exhibit K
hereto, each acceptable to and in form and substance satisfactory to the Company
and the Trustee certifying to the Company and the Trustee the facts surrounding
such transfer, which representation letters shall not be an expense of the
Trustee, the Company or the Master Servicer; provided, however, that such
representation letters will not be required in connection with any transfer of
any such Certificate by the Company or any Affiliate thereof to an Affiliate of
the Company, and the Trustee shall be entitled to conclusively rely upon a
representation (which, upon the request of the Trustee, shall be written
representation) from the Company, of the status of such transferee as an
Affiliate of the Company or (ii) the prospective transferee of such a
Certificate shall be required to provide the Trustee, the Company and the Master
Servicer with an investment letter substantially in the form of Exhibit L
attached hereto (or such other form as the Company in its sole discretion deems
acceptable), which investment letter shall not be an expense of the Trustee, the
Company or the Master Servicer, and which investment letter states that, among
other things, such transferee (A) is a "qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (B) is aware
that the proposed transferor intends to rely on the exemption from registration
requirements under the Securities Act of 1933, as amended, provided by Rule
144A. The Holder of any such Certificate desiring to effect any such transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the Certificate Registrar against
any liability that may result if the transfer, sale, pledge or other disposition
is not so exempt or is not made in accordance with such federal and state laws.
(e) In the case of any Class M, Class B or Class R Certificate
presented for registration
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in the name of any Plan subject to the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), any Person acting, directly or
indirectly, on behalf of any such Plan or any Person acquiring such Certificates
with "plan assets" of a Plan within the meaning of the Department of Labor
regulation promulgated at 29 C.F.R. ss.2510.3-101, the prospective transferee
shall provide the Trustee, the Company and the Master Servicer with either (i)
an Opinion of Counsel acceptable to and in form and substance satisfactory to
the Trustee, the Company and the Master Servicer to the effect that the purchase
of Certificates is permissible under applicable law, will not constitute or
result in any prohibited transaction under ERISA or Section 4975 of the Code and
will not subject the Trustee, the Company or the Master Servicer to any
obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee, the Company or
the Master Servicer or (ii) in lieu of such Opinion of Counsel, a certification
in the form of Exhibit J-2 to this Agreement (with respect to any Class M or
Class B Certificate) or a certification set forth in paragraph 5 of Exhibit I-1
(with respect to any Class R Certificate), which the Trustee may rely upon
without further inquiry or investigation; provided, however, that such Opinion
of Counsel or certification will not be required in connection with the initial
transfer of any such Certificate by the Company or any Affiliate thereof to an
Affiliate of the Company (in which case, the Company or any Affiliate thereof
shall have deemed to have represented that such Affiliate is not a Plan or a
Person investing "plan assets" of any Plan) and the Trustee shall be entitled to
conclusively rely upon a representation (which, upon the request of the Trustee,
shall be a written representation) from the Company of the status of such
transferee as an Affiliate of the Company.
(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
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Permitted Transferee, and that it has reviewed the provisions of this
Section 5.02(f) and agrees to be bound by them, and (II) a certificate,
in the form attached hereto as Exhibit I-2, from the Holder wishing to
transfer the Class R Certificate, in form and substance satisfactory to
the Master Servicer, representing and warranting, among other things,
that no purpose of the proposed Transfer is to impede the assessment or
collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned to this Agreement
has actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Class R
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in
a Class R Certificate shall agree (x) to require a Transfer Affidavit
and Agreement from any other Person to whom such Person attempts to
transfer its Ownership Interest in a Class R Certificate and (y) not to
transfer its Ownership Interest unless it provides a certificate to the
Trustee in the form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership Interest in
a Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of Temporary Treasury
Regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf of, a
"pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R Certificate
only if it shall have received the Transfer Affidavit and Agreement, a
certificate of the Holder requesting such transfer in the form attached hereto
as Exhibit I-2 and all of such other documents as shall have been reasonably
required by the Trustee as a condition to such registration. Transfers of the
Class R Certificates to Non-United States Persons and Disqualified Organizations
(as defined in Section 860E(e)(5) of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a holder of a
Class R Certificate, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a Non-United States Person shall become a holder of a
Class R Certificate, then the last preceding United States Person shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a transfer of a Class R Certificate is disregarded
pursuant to the provisions of Treasury Regulation Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class R
Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact not permitted
by this Section 5.02(f) or for making any payments due on such Certificate to
the holder thereof or for taking any other action with respect to
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such holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a
Class R Certificate in violation of the restrictions in this Section 5.02(f) and
to the extent that the retroactive restoration of the rights of the Holder of
such Class R Certificate as described in clause (iii)(A) above shall be invalid,
illegal or unenforceable, then the Master Servicer shall have the right, without
notice to the holder or any prior holder of such Class R Certificate, to sell
such Class R Certificate to a purchaser selected by the Master Servicer on such
terms as the Master Servicer may choose. Such purported Transferee shall
promptly endorse and deliver each Class R Certificate in accordance with the
instructions of the Master Servicer. Such purchaser may be the Master Servicer
itself or any Affiliate of the Master Servicer. The proceeds of such sale, net
of the commissions (which may include commissions payable to the Master Servicer
or its Affiliates), expenses and taxes due, if any, will be remitted by the
Master Servicer to such purported Transferee. The terms and conditions of any
sale under this clause (iii)(B) shall be determined in the sole discretion of
the Master Servicer, and the Master Servicer shall not be liable to any Person
having an Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information necessary to
compute any tax imposed (A) as a result of the Transfer of an Ownership Interest
in a Class R Certificate to any Person who is a Disqualified Organization,
including the information regarding "excess inclusions" of such Class R
Certificates required to be provided to the Internal Revenue Service and certain
Persons as described in Treasury Regulations Sections 1.860D-1(b)(5) and
1.860E-2(a)(5), and (B) as a result of any regulated investment company, real
estate investment trust, common trust fund, partnership, trust, estate or
organization described in Section 1381 of the Code that holds an Ownership
Interest in a Class R Certificate having as among its record holders at any time
any Person who is a Disqualified Organization. Reasonable compensation for
providing such information may be required by the Master Servicer from such
Person.
(v) The provisions of this Section 5.02(f) set forth prior to this
clause (v) may be modified, added to or eliminated, provided that there shall
have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such provisions
will not cause such Rating Agency to downgrade its then-current
ratings, if any, of any Class of the Class A, Class M, Class B or Class
R Certificates below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating
Agency; and
(B) subject to Section 10.01(f), a certificate of the Master
Servicer stating that the Master Servicer has received an Opinion of
Counsel, in form and substance satisfactory to the Master Servicer, to
the effect that such modification, addition to or absence of such
provisions will not cause either REMIC I or REMIC II to cease to
qualify as a REMIC and will not cause (x) either REMIC I or REMIC II to
be subject to an entity-level tax caused by the Transfer of any Class R
Certificate to a Person that is a Disqualified Organization or (y)
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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,
and neither the Company, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary except as
provided in Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with
the Paying Agent a sum sufficient to make the payments to the Certificateholders
in the amounts and in the manner provided for in Section 4.02, such sum to be
held in trust for the
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benefit of the Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated Principal Balance
is less than ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master Servicer or the Company shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the outstanding Certificate Principal Balance of such Certificates plus the
sum of one month's Accrued Certificate Interest thereon and any previously
unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the
Certificates is anticipated to be made upon presentation and surrender
of such Certificates at the office or agency of the Trustee therein
designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office or agency
of the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified above,
the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of one month's Accrued
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Certificate Interest thereon and any previously unpaid Accrued Certificate
Interest with respect thereto.
(d) In the event that any Certificateholders do not surrender their
Certificates on or before the Distribution Date on which a purchase pursuant to
this Section 5.06 is to be made, the Trustee shall on such date cause all funds
in the Certificate Account deposited therein by the Master Servicer or the
Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom
and deposited in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as applicable, shall
give a second written notice to such Certificateholders to surrender their
Certificates for payment of the purchase price therefor. If within six months
after the second notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as directed by the Master
Servicer or the Company, as applicable, to contact the Holders of such
Certificates concerning surrender of their Certificates. The costs and expenses
of maintaining the escrow account and of contacting Certificateholders shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any Certificates shall not have been surrendered for
cancellation in accordance with this Section 5.06, the Trustee shall pay to the
Master Servicer or the Company, as applicable, all amounts distributable to the
Holders thereof and the Master Servicer or the Company, as applicable, shall
thereafter hold such amounts until distributed to such Holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Master Servicer or the Company, as applicable, as a
result of such Certificateholder's failure to surrender its Certificate(s) for
payment in accordance with this Section 5.06. Any Certificate that is not
surrendered on the Distribution Date on which a purchase pursuant to this
Section 5.06 occurs as provided above will be deemed to have been purchased and
the Holder as of such date will have no rights with respect thereto except to
receive the purchase price therefor minus any costs and expenses associated with
such escrow account and notices allocated thereto. Any Certificates so purchased
or deemed to have been purchased on such Distribution Date shall remain
outstanding hereunder. The Master Servicer or the Company, as applicable, shall
be for all purposes the Holder thereof as of such date.
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ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the Master
Servicer.
The Company and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Company and the Master Servicer herein. By
way of illustration and not limitation, the Company is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Company or the
Master Servicer; Assignment of Rights and Delegation
of Duties by Master Servicer.
(a) The Company and the Master Servicer will each keep in full effect
its existence, rights and franchises as a corporation under the laws of the
state of its incorporation, and will each obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Company or the Master Servicer shall be a party, or
any Person succeeding to the business of the Company or the Master Servicer,
shall be the successor of the Company or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
FNMA or FHLMC; and provided further that each Rating Agency's ratings, if any,
of the Class A, Class M, Class B or Class R Certificates in effect immediately
prior to such merger or consolidation will not be qualified, reduced or
withdrawn as a result thereof (as evidenced by a letter to such effect from each
Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04
to the contrary, the Master Servicer may assign its rights and delegate its
duties and obligations under this Agreement; provided that the Person accepting
such assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the
Trustee and the Company, is willing to service the Mortgage Loans and executes
and delivers to the Company and the Trustee an agreement, in form and substance
reasonably satisfactory to the Company and the Trustee, which contains an
assumption by such Person of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
under this Agreement; provided further that each Rating Agency's
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rating of the Classes of Certificates that have been rated in effect immediately
prior to such assignment and delegation will not be qualified, reduced or
withdrawn as a result of such assignment and delegation (as evidenced by a
letter to such effect from each Rating Agency). In the case of any such
assignment and delegation, the Master Servicer shall be released from its
obligations under this Agreement, except that the Master Servicer shall remain
liable for all liabilities and obligations incurred by it as Master Servicer
hereunder prior to the satisfaction of the conditions to such assignment and
delegation set forth in the next preceding sentence.
Section 6.03. Limitation on Liability of the Company, the Master
Servicer and Others.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Company, the Master Servicer or any such Person
against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Company, the Master Servicer and any
director, officer, employee or agent of the Company or the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Company,
the Master Servicer and any director, officer, employee or agent of the Company
or the Master Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder.
Neither the Company nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as if such expenses and costs constituted a Prepayment
Interest Shortfall.
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Section 6.04. Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
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ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be
distributed to the Holders of Certificates of any Class any
distribution required to be made under the terms of the Certificates of
such Class and this Agreement and, in either case, such failure shall
continue unremedied for a period of 5 days after the date upon which
written notice of such failure, requiring such failure to be remedied,
shall have been given to the Master Servicer by the Trustee or the
Company or to the Master Servicer, the Company and the Trustee by the
Holders of Certificates of such Class evidencing Percentage Interests
aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in any
material respect any other of the covenants or agreements on the part
of the Master Servicer contained in the Certificates of any Class or in
this Agreement and such failure shall continue unremedied for a period
of 30 days (except that such number of days shall be 15 in the case of
a failure to pay the premium for any Required Insurance Policy) after
the date on which written notice of such failure, requiring the same to
be remedied, shall have been given to the Master Servicer by the
Trustee or the Company, or to the Master Servicer, the Company and the
Trustee by the Holders of Certificates of any Class evidencing, in the
case of any such Class, Percentage Interests aggregating not less than
25%; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or
similar law or appointing a conservator or receiver or liquidator in
any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Master
Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities, or similar proceedings
of, or relating to, the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of, or commence a voluntary case under,
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any applicable insolvency or reorganization statute, make an assignment
for the benefit of
its creditors, or voluntarily suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to
Section 4.04(b) that it is unable to deposit in the Certificate Account
an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Company or the Trustee may, and
at the direction of Holders of Certificates entitled to at least 51% of the
Voting Rights, the Trustee shall, by notice in writing to the Master Servicer
(and to the Company if given by the Trustee or to the Trustee if given by the
Company), terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder. If an Event of Default
described in clause (vi) hereof shall occur, the Trustee shall, by notice to the
Master Servicer and the Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential
Funding in its capacity as Master Servicer hereunder, Residential Funding shall
be entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
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Section 7.02. Trustee or Company to Act; Appointment of Successor.
On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Company and with the Company's consent (which
shall not be unreasonably withheld) a designee (which meets the standards set
forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers or
Sellers as set forth in such Sections, and its obligations to deposit amounts in
respect of losses incurred prior to such notice or termination on the investment
of funds in the Custodial Account or the Certificate Account pursuant to
Sections 3.07(c) and 4.01(b) by the terms and provisions hereof); provided,
however, that any failure to perform such duties or responsibilities caused by
the preceding Master Servicer's failure to provide information required by
Section 4.04 shall not be considered a default by the Trustee hereunder. As
compensation therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been entitled to charge
to the Custodial Account or the Certificate Account if the Master Servicer had
continued to act hereunder and, in addition, shall be entitled to the income
from any Permitted Investments made with amounts attributable to the Mortgage
Loans held in the Custodial Account or the Certificate Account. If the Trustee
has become the successor to the Master Servicer in accordance with Section 6.04
or Section 7.01, then notwithstanding the above, the Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act, appoint, or petition a
court of competent jurisdiction to appoint, any established housing and home
finance institution, which is also a FNMA- or FHLMC-approved mortgage servicing
institution, having a net worth of not less than $10,000,000 as the successor to
the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
initial Master Servicer hereunder. The Company, the Trustee, the Custodian and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02 will be
lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee
accrues at a rate of less than 0.20% per annum in the event that the successor
Master Servicer is not servicing such Mortgage Loans directly and it is
necessary to raise the related Subservicing Fee to a rate of 0.20% per annum in
order to hire a Subservicer with respect to such Mortgage Loans.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
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(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights of
Certificates affected by a default or Event of Default hereunder may waive such
default or Event of Default; provided, however, that (a) a default or Event of
Default under clause (i) of Section 7.01 may be waived only by all of the
Holders of Certificates affected by such default or Event of Default and (b) no
waiver pursuant to this Section 7.04 shall affect the Holders of Certificates in
the manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon any such waiver
of a default or Event of Default by the Holders representing the requisite
percentage of Voting Rights of Certificates affected by such default or Event of
Default, such default or Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a
timely fashion to the Master Servicer such information as the Master Servicer
may reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of both REMIC I and REMIC II as REMICs under the REMIC Provisions and (subject
to Section 10.01(f)) to prevent the imposition of any federal, state or local
income, prohibited transaction, contribution or other tax on either REMIC I or
REMIC II to the extent that maintaining such status and avoiding such taxes are
reasonably within the control of the Trustee and are reasonably within the scope
of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be
liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and,
in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Trustee by the Company or the Master Servicer
and which on their face, do not contradict the requirements of this
Agreement;
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(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith
in accordance with the direction of Certificateholders of any Class
holding Certificates which evidence, as to such Class, Percentage
Interests aggregating not less than 25% as to the time, method and
place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee,
under this Agreement;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified in
clauses (i) and (ii) of Section 7.01 or an Event of Default under
clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible
Officer of the Trustee assigned to and working in the Corporate Trust
Office obtains actual knowledge of such failure or event or the Trustee
receives written notice of such failure or event at its Corporate Trust
Office from the Master Servicer, the Company or any Certificateholder;
and
(v) Except to the extent provided in Section 7.02, no provision
in this Agreement shall require the Trustee to expend or risk its own
funds (including, without limitation, the making of any Advance) or
otherwise incur any personal financial liability in the performance of
any of its duties as Trustee hereunder, or in the exercise of any of
its rights or powers, if the Trustee shall have reasonable grounds for
believing that repayment of funds or adequate indemnity against such
risk or liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion
of Counsel shall be
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full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders pursuant
to the provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred
therein or thereby; nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of an Event of
Default (which has not been cured), to exercise such of the rights and
powers vested in it by this Agreement, and to use the same degree of
care and skill in their exercise as a prudent investor would exercise
or use under the circumstances in the conduct of such investor's own
affairs;
(iv) The Trustee shall not be personally liable for any
action taken, suffered or omitted by it in good faith and believed by
it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder
and after the curing of all Events of Default which may have occurred,
the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing so to do
by Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the
terms of this Agreement, the Trustee may require reasonable indemnity
against such expense or liability as a condition to so proceeding. The
reasonable expense of every such examination shall be paid by the
Master Servicer, if an Event of Default shall have occurred and is
continuing, and otherwise by the Certificateholder requesting the
investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys; and
(vii) To the extent authorized under the Code and the
regulations promulgated thereunder, each Holder of a Class R
Certificate hereby irrevocably appoints and authorizes the Trustee to
be its attorney-in-fact for purposes of signing any Tax Returns
required to be filed on behalf of the Trust Fund. The Trustee shall
sign on behalf of the Trust Fund and deliver to the Master Servicer in
a timely manner any Tax Returns prepared by or on behalf of the Master
Servicer that the Trustee is required to sign as determined by the
Master Servicer pursuant to applicable federal, state or local tax
laws, provided that the Master Servicer shall indemnify the Trustee for
signing any such Tax Returns that contain errors or omissions.
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(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to
the effect that such contribution will not (i) cause either REMIC I or REMIC II
to fail to qualify as a REMIC at any time that any Certificates are outstanding
or (ii) cause the Trust Fund to be subject to any federal tax as a result of
such contribution (including the imposition of any federal tax on "prohibited
transactions" imposed under Section 860F(a) of the Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document. Except as
otherwise provided herein, the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the Certificates or
of the proceeds of such Certificates, or for the use or application of any funds
paid to the Company or the Master Servicer in respect of the Mortgage Loans or
deposited in or withdrawn from the Custodial Account or the Certificate Account
by the Company or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights it would have if it were
not Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and
any co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ, and the expenses incurred by the
Trustee or any co-trustee in connection with the appointment of an office or
agency pursuant to Section 8.12) except any such expense, disbursement or
advance as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to
hold the Trustee harmless against, any loss, liability or expense incurred
without negligence or willful misconduct on its part, arising out of, or in
connection with, the acceptance and administration of the Trust Fund,
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including the costs and expenses (including reasonable legal fees and expenses)
of defending itself against any claim in connection with the exercise or
performance of any of its powers or duties under this Agreement and the
Custodial Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have
given the Master Servicer written notice thereof promptly after the
Trustee shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the
Trustee shall cooperate and consult fully with the Master Servicer in
preparing such defense; and
(iii) notwithstanding anything in this Agreement to the
contrary, the Master Servicer shall not be liable for settlement of any
claim by the Trustee entered into without the prior consent of the
Master Servicer which consent shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations created by this
Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the
Master Servicer in this Section 8.05(b) shall not pertain to any loss, liability
or expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Company. Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of
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competent jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Company may
remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Company determines that the Trustee has failed (i) to distribute or cause to
be distributed to the Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Company) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written notice of such failure, requiring that
the same be remedied, shall have been given to the Trustee by the Company, then
the Company may remove the Trustee and appoint a successor trustee by written
instrument delivered as provided in the preceding sentence. In connection with
the appointment of a successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the lesser of the then
current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Company, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any successor
trustee hereunder), and the
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Company, the Master Servicer and the predecessor trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for more fully and certainly vesting and confirming in the successor trustee all
such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided
in this Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders at their address as shown in the
Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall
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be conferred or imposed upon and exercised or performed by the Trustee, and such
separate trustee or co-trustee jointly, except to the extent that under any law
of any jurisdiction in which any particular act or acts are to be performed
(whether as Trustee hereunder or as successor to the Master Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the
Company, appoint one or more Custodians who are not Affiliates of the Company,
the Master Servicer or any Seller to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New York
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at 4 Albany Street, 8th
Floor, 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)
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hereof where notices and demands to or upon the Trustee in respect of this
Agreement may be served.
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ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or
the Company or
Liquidation of all Mortgage Loans.
(a) Subject to Section 9.03, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Company to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation (or
any Advance with respect thereto) of the last Mortgage Loan remaining
in the Trust Fund or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of all
Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan or, if less than such unpaid
principal balance, the fair market value of the related underlying
property of such Mortgage Loan with respect to Mortgage Loans as to
which title has been acquired if such fair market value is less than
such unpaid principal balance (net of any unreimbursed Advances
attributable to principal) on the day of repurchase plus accrued
interest thereon at the Net Mortgage Rate to, but not including, the
first day of the month in which such repurchase price is distributed,
provided, however, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date
hereof and provided further that the purchase price set forth above
shall be increased as is necessary, as determined by the Master
Servicer, to avoid disqualification of either REMIC I or REMIC II as a
REMIC.
The right of the Master Servicer or the Company to purchase all the
assets of the Trust Fund pursuant to clause (ii) above is conditioned upon the
Pool Stated Principal Balance as of the Final Distribution Date being less than
ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In addition, the
Master Servicer or the Company, as applicable, shall provide to the Trustee the
certification required by Section 3.15 and the Trustee and any Custodian shall,
promptly following payment of the purchase price, release to the Master Servicer
or the Company, as applicable, the Mortgage Files pertaining to the Mortgage
Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution as
a result of the exercise
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by the Company of its right to purchase the assets of the Trust Fund, the
Company shall give the Trustee not less than 60 days' prior notice of the
Distribution Date on which the Master Servicer or the Company, as applicable,
anticipates that the final distribution will be made to Certificateholders
(whether as a result of the exercise by the Master Servicer or the Company of
its right to purchase the assets of the Trust Fund or otherwise). Notice of any
termination, specifying the anticipated Final Distribution Date (which shall be
a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee (if so
required by the terms hereof) for payment of the final distribution and
cancellation, shall be given promptly by the Master Servicer or the Company, as
applicable (if it is exercising its right to purchase the assets of the Trust
Fund), or by the Trustee (in any other case) by letter to the Certificateholders
mailed not earlier than the 15th day and not later than the 25th day of the
month next preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final
payment of the Certificates is anticipated to be made upon presentation
and surrender of Certificates at the office or agency of the Trustee
therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the Class A
Certificates, Class M Certificates and Class R Certificates, that
payment will be made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified.
If the Master Servicer or the Company, as applicable, is obligated to give
notice to Certificateholders as aforesaid, it shall give such notice to the
Certificate Registrar at the time such notice is given to Certificateholders. In
the event such notice is given by the Master Servicer or the Company, the Master
Servicer or the Company, as applicable, shall deposit in the Certificate Account
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Fund computed as above
provided.
(c) In the case of the Class A, Class M, Class B and Class R
Certificates, upon presentation and surrender of the Certificates by the
Certificateholders thereof, the Trustee shall distribute to the
Certificateholders (i) the amount otherwise distributable on such Distribution
Date, if not in connection with the Master Servicer's or the Company's election
to repurchase, or (ii) if the Master Servicer or the Company elected to so
repurchase, an amount determined as follows: (A) with respect to each
Certificate the outstanding Certificate Principal Balance thereof, plus one
month's Accrued Certificate Interest and any previously unpaid Accrued
Certificate Interest, subject to the priority set forth in Section 4.02(a), and
(B) with respect to the Class R Certificates, any excess of the amounts
available for distribution (including the repurchase price specified in clause
(ii) of subsection (a) of this Section) over the total amount distributed under
the immediately preceding clause (A).
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date (if so required by the terms
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hereof), the Trustee shall on such date cause all funds in the Certificate
Account not distributed in final distribution to Certificateholders to be
withdrawn therefrom and credited to the remaining Certificateholders by
depositing such funds in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as applicable (if it
exercised its right to purchase the assets of the Trust Fund), or the Trustee
(in any other case) shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within six months after the
second notice any Certificate shall not have been surrendered for cancellation,
the Trustee shall take appropriate steps as directed by the Master Servicer or
the Company, as applicable, to contact the remaining Certificateholders
concerning surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting Certificateholders shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any Certificates shall not have been surrendered for
cancellation, the Trustee shall pay to the Master Servicer or the Company, as
applicable, all amounts distributable to the holders thereof and the Master
Servicer or the Company, as applicable, shall thereafter hold such amounts until
distributed to such holders. No interest shall accrue or be payable to any
Certificateholder on any amount held in the escrow account or by the Master
Servicer or the Company, as applicable, as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 9.01.
Section 9.02. Termination of REMIC II.
REMIC II shall be terminated on the earlier of the Final Distribution
Date and the date on which it is deemed to receive the last deemed distributions
on the Uncertificated REMIC I Regular Interests and the last distribution due on
the Class A, Class M, Class B and Class R-II Certificates is made.
Section 9.03. Additional Termination Requirements.
(a) REMIC I and REMIC II, as the case may be, shall be terminated in
accordance with the following additional requirements, unless (subject to
Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion
of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to
the effect that the failure of REMIC I and REMIC II, as the case may be, to
comply with the requirements of this Section 9.03 will not (i) result in the
imposition on the Trust of taxes on "prohibited transactions," as described in
Section 860F of the Code, or (ii) cause either REMIC I or REMIC II to fail to
qualify as a REMIC at any time that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation
period for REMIC I and REMIC II, as the case may be, and specify the
first day of such period in a statement attached to the Trust Fund's
final Tax Return pursuant to Treasury regulations Section 1.860F-1. The
Master Servicer also shall satisfy all of the requirements of a
qualified liquidation for REMIC I and REMIC II, as the case may be,
under Section 860F of the Code and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the
time of making of the final payment on the
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Certificates, the Trustee shall sell or otherwise dispose of all of the
remaining assets of the Trust Fund in accordance with the terms hereof;
and
(iii) If the Master Servicer or the Company is exercising its
right to purchase the assets of the Trust Fund, the Master Servicer
shall, during the 90-day liquidation period and at or prior to the
Final Distribution Date, purchase all of the assets of the Trust Fund
for cash; provided, however, that in the event that a calendar quarter
ends after the commencement of the 90-day liquidation period but prior
to the Final Distribution Date, the Master Servicer or the Company
shall not purchase any of the assets of the Trust Fund prior to the
close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for REMIC I and REMIC II at the expense of the
Trust Fund in accordance with the terms and conditions of this Agreement.
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ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration.
(a) The REMIC Administrator shall make an election to treat each of
REMIC I and REMIC II as a REMIC under the Code and, if necessary, under
applicable state law. Each such election will be made on Form 1066 or other
appropriate federal tax or information return (including Form 8811) or any
appropriate state return for the taxable year ending on the last day of the
calendar year in which the Certificates are issued. For the purposes of the
REMIC I election in respect of the Trust Fund, Uncertificated REMIC I Regular
Interests shall be designated as the "regular interests" and the Class R-I
Certificates shall be designated as the sole class of "residual interest" in
REMIC I. For the purposes of the REMIC II election in respect of the Trust Fund,
the Class A Certificates, Class M Certificates and Class B Certificates and the
Uncertificated REMIC II IO Regular Interests shall be designated as the "regular
interests" and the Class R-II Certificates shall be designated as the sole class
of "residual interests" in REMIC II. The REMIC Administrator and the Trustee
shall not permit the creation of any "interests" (within the meaning of Section
860G of the Code) in REMIC I or REMIC II other than the Uncertificated REMIC I
Regular Interests and the Class R-I Certificates and the REMIC II Certificates
and the Class R-II Certificates, respectively.
(b) The Closing Date is hereby designated as the "start-up day" of the
Trust Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate
representing a 0.01% Percentage Interest of all Class R-I Certificates and Class
R-II Certificates and shall be designated as "the tax matters person" with
respect to REMIC I and REMIC II in the manner provided under Treasury
regulations section 1.860F-4(d) and temporary Treasury regulations section
301.6231(a)(7)-1T. The REMIC Administrator, as tax matters person, shall (i) act
on behalf of REMIC I and REMIC II in relation to any tax matter or controversy
involving the Trust Fund and (ii) represent the Trust Fund in any administrative
or judicial proceeding relating to an examination or audit by any governmental
taxing authority with respect thereto. The legal expenses, including without
limitation attorneys' or accountants' fees, and costs of any such proceeding and
any liability resulting therefrom shall be expenses of the Trust Fund and the
REMIC Administrator shall be entitled to reimbursement therefor out of amounts
attributable to the Mortgage Loans on deposit in the Custodial Account as
provided by Section 3.10 unless such legal expenses and costs are incurred by
reason of the REMIC Administrator's willful misfeasance, bad faith or gross
negligence. If the REMIC Administrator is no longer the Master Servicer
hereunder, at its option the REMIC Administrator may continue its duties as
REMIC Administrator and shall be paid reasonable compensation, not to exceed
$3,000 per year, by any successor Master Servicer hereunder for so acting as the
REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all
of the Tax Returns that it determines are required with respect to either REMIC
I or REMIC II created hereunder and deliver such Tax Returns in a timely manner
to the Trustee and the Trustee shall sign
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and file such Tax Returns in a timely manner. The expenses of preparing such
returns shall be borne by the REMIC Administrator without any right of
reimbursement therefor. The REMIC Administrator agrees to indemnify and hold
harmless the Trustee with respect to any tax or liability arising from the
Trustee's signing of Tax Returns that contain errors or omissions. The Trustee
and Master Servicer shall promptly provide the REMIC Administrator with such
information, within their respective control, as the REMIC Administrator may
from time to time request for the purpose of enabling the REMIC Administrator to
prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of each of REMIC I and
REMIC II.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause each of REMIC I and REMIC II created hereunder to take
such actions as are reasonably within the Master Servicer's or the REMIC
Administrator's control and the scope of its duties more specifically set forth
herein as shall be necessary or desirable to maintain the status thereof as
REMICs under the REMIC Provisions (and the Trustee shall assist the Master
Servicer and the REMIC Administrator, to the extent reasonably requested by the
Master Servicer and the REMIC Administrator to do so). The Master Servicer and
the REMIC Administrator shall not knowingly or intentionally take any action,
cause each of REMIC I and REMIC II to take any action or fail to take (or fail
to cause to be taken) any action reasonably within their respective control,
that, under the REMIC Provisions, if taken or not taken, as the case may be,
could (i) endanger the status of either REMIC I or REMIC II as a REMIC or (ii)
result in the imposition of a tax upon each of REMIC I or REMIC II (including
but not limited to the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code) (either such event, in the absence of an Opinion of
Counsel or the indemnification referred to in this sentence, an "Adverse REMIC
Event") unless the Master Servicer or the REMIC Administrator, as applicable,
has received an Opinion of Counsel (at the expense of the party seeking to take
such action or, if such party fails to pay such expense, and the Master Servicer
or the REMIC Administrator, as applicable, determines that taking such action is
in the best interest of the Trust Fund and the Certificateholders, at the
expense of the Trust Fund, but in no event at the expense of the Master
Servicer, the REMIC Administrator or the Trustee) to the effect that the
contemplated action will not, with respect to each of REMIC I and REMIC II
created hereunder, endanger such status or, unless the Master Servicer, the
REMIC Administrator, or both, as applicable, determine in its or their sole
discretion to indemnify the Trust Fund against the imposition of such a tax,
result in the imposition of such a tax. Wherever in this Agreement a
contemplated action may not be taken because the timing of such action might
result in the imposition of a tax on the Trust Fund, or may only be taken
pursuant to an Opinion of Counsel that such action would not impose a tax on the
Trust Fund, such action may nonetheless be taken provided that the indemnity
given in the preceding sentence with respect to any taxes that might be imposed
on the Trust Fund has been given and that
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all other preconditions to the taking of such action have been satisfied. The
Trustee shall not take or fail to take any action (whether or not authorized
hereunder) as to which the Master Servicer or the REMIC Administrator, as
applicable, has advised it in writing that it has received an Opinion of Counsel
to the effect that an Adverse REMIC Event could occur with respect to such
action. In addition, prior to taking any action with respect to REMIC I or REMIC
II or their assets, or causing REMIC I and REMIC II to take any action, which is
not expressly permitted under the terms of this Agreement, the Trustee will
consult with the Master Servicer or the REMIC Administrator, as applicable, or
its designee, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to REMIC I or REMIC II, and the
Trustee shall not take any such action or cause REMIC I or REMIC II to take any
such action as to which the Master Servicer or the REMIC Administrator, as
applicable, has advised it in writing that an Adverse REMIC Event could occur.
The Master Servicer or the REMIC Administrator, as applicable, may consult with
counsel to make such written advice, and the cost of same shall be borne by the
party seeking to take the action not expressly permitted by this Agreement, but
in no event at the expense of the Master Servicer or the REMIC Administrator. At
all times as may be required by the Code, the Master Servicer will to the extent
within its control and the scope of its duties more specifically set forth
herein, maintain substantially all of the assets of REMIC I and REMIC II as
"qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions"
of REMIC I or REMIC II created hereunder as defined in Section 860F(a)(2) of the
Code, on "net income from foreclosure property" of REMIC I or REMIC II as
defined in Section 860G(c) of the Code, on any contributions to REMIC I or REMIC
II after the start-up day therefor pursuant to Section 860G(d) of the Code, or
any other tax is imposed by the Code or any applicable provisions of state or
local tax laws, such tax shall be charged (i) to the Master Servicer, if such
tax arises out of or results from a breach by the Master Servicer of any of its
obligations under this Agreement or the Master Servicer has in its sole
discretion determined to indemnify the Trust Fund against such tax, (ii) to the
Trustee, if such tax arises out of or results from a breach by the Trustee of
any of its obligations under this Article X, or otherwise (iii) against amounts
on deposit in the Custodial Account as provided by Section 3.10 and on the
Distribution Date(s) following such reimbursement the aggregate of such taxes
shall be allocated in reduction of the Accrued Certificate Interest on each
Class entitled thereto in the same manner as if such taxes constituted a
Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to REMIC I and REMIC II on a
calendar year and on an accrual basis or as otherwise may be required by the
REMIC Provisions.
(i) Following the start-up day, neither the Master Servicer nor the
Trustee shall accept any contributions of assets to REMIC I and REMIC II unless
(subject to Section 10.01(f)) the Master Servicer and the Trustee shall have
received an Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in REMIC I and
REMIC II will not cause either REMIC I or REMIC II to fail to qualify as a REMIC
at any time that any Certificates are outstanding or subject REMIC I and REMIC
II to any tax under the REMIC Provisions or other applicable provisions of
federal, state and local law or ordinances.
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(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which REMIC I and REMIC II will
receive a fee or other compensation for services nor permit either such REMIC to
receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which Certificate
Principal Balance of each Class of Certificates representing a regular interest
in REMIC II and the Uncertificated Principal Balance of each Uncertificated
REMIC I Regular Interest would be reduced to zero is March 25, 2012, which is
the Distribution Date one month immediately following the latest scheduled
maturity of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator
shall prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for REMIC I and REMIC II.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of
or substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of REMIC I or REMIC II, (iii) the
termination of REMIC I or REMIC II pursuant to Article IX of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or III of this
Agreement) nor acquire any assets for REMIC I or REMIC II, nor sell or dispose
of any investments in the Custodial Account or the Certificate Account for gain
nor accept any contributions to REMIC I or REMIC II after the Closing Date
unless it has received an Opinion of Counsel that such sale, disposition,
substitution or acquisition will not (a) affect adversely the status of either
REMIC I or REMIC II as a REMIC or (b) unless the Master Servicer has determined
in its sole discretion to indemnify the Trust Fund against such tax, cause REMIC
I or REMIC II to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.
Section 10.02. Master Servicer, REMIC Administrator and
Trustee Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys' fees imposed on or incurred by the
Trust Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of
a breach of the REMIC Administrator's covenants set forth in this Article X 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
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Administrator that contain errors or omissions; provided, however, that such
liability will not be imposed to the extent such breach is a result of an error
or omission in information provided to the REMIC Administrator by the Master
Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Company, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Company or the Trustee, as a result of a breach
of the Master Servicer's covenants set forth in this Article X or in Article III
with respect to compliance with the REMIC Provisions, including without
limitation, any penalties arising from the Trustee's execution of Tax Returns
prepared by the Master Servicer that contain errors or omissions.
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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 both REMIC I and REMIC II as REMICs at all times that
any Certificate is outstanding or to avoid or minimize the risk of the
imposition of any tax on the Trust Fund pursuant to the Code that would
be a claim against the Trust Fund, provided that the Trustee has
received an Opinion of Counsel to the effect that (A) such action is
necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (B) such action
will not adversely affect in any material respect the interests of any
Certificateholder,
(iv) to change the timing and/or nature of deposits into the
Custodial Account or the Certificate Account or to change the name in
which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced by
an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and (C) such change shall not result
in a reduction of the rating assigned to any Class of Certificates
below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date, as evidenced by a letter from
each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section
5.02(f) or any other provision hereof restricting transfer of the Class
R-I Certificates and Class R-II Certificates, by virtue of their being
the "residual interests" in REMIC I and REMIC II, respectively,
provided that (A) such change shall not result in reduction of the
rating assigned to any such Class of Certificates below the lower of
the then-current rating or the rating assigned to such Certificates as
of the Closing Date, as evidenced by a letter from each Rating Agency
to such effect, and (B) such change shall not (subject to Section
10.01(f)), as evidenced by an Opinion of Counsel (at the expense of the
party seeking so to modify, eliminate or add such provisions), cause
either REMIC I or REMIC II or any of the Certificateholders (other than
the transferor) to be subject to a federal tax caused by a transfer to
a Person that is not a Permitted Transferee or
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(vi) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66% of the Percentage Interests of each Class of Certificates affected thereby,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing
of, payments which are required to be distributed on any Certificate
without the consent of the Holder of such Certificate,
(ii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (subject to Section 10.01(f) and at
the expense of the party seeking such amendment) to the effect that such
amendment or the exercise of any power granted to the Master Servicer, the
Company or the Trustee in accordance with such amendment will not result in the
imposition of a federal tax on the Trust Fund or cause either REMIC I or REMIC
II to fail to qualify as a REMIC at any time that any Certificate is
outstanding. The Trustee may but shall not be obligated to enter into any
amendment pursuant to this Section that affects its rights, duties and
immunities and this agreement or otherwise; provided however, such consent shall
not be unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee
shall furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 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
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included in the Trust Fund. To the extent that any such instrument or fund
constitutes a reserve fund for federal income tax purposes, (i) any reserve fund
so established shall be an outside reserve fund and not an asset of the Trust
Fund, (ii) any such reserve fund shall be owned by the Company, and (iii)
amounts transferred by the Trust Fund to any such reserve fund shall be treated
as amounts distributed by the Trust Fund to the Company or any successor, all
within the meaning of Treasury Regulation Section 1.860G-2(h) as it reads as of
the Cut-off Date. In connection with the provision of any such instrument or
fund, this Agreement and any provision hereof may be modified, added to, deleted
or otherwise amended in any manner that is related or incidental to such
instrument or fund or the establishment or administration thereof, such
amendment to be made by written instrument executed or consented to by the
Company but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of the Class A Certificateholders, the Class R Certificateholders, the
Class M Certificateholders, the Master Servicer or the Trustee, as applicable;
provided that the Company obtains (subject to Section 10.01(f)) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
any such amendment will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the start-up date" under Section 860G(d)(1) of the Code and (b) either REMIC I
or REMIC II to fail to qualify as a REMIC at any time that any Certificate is
outstanding. In the event that the Company elects to provide such coverage in
the form of a limited guaranty provided by General Motors Acceptance
Corporation, the Company may elect that the text of such amendment to this
Agreement shall be substantially in the form attached hereto as Exhibit M (in
which case Residential Funding's Subordinate Certificate Loss Obligation as
described in such exhibit shall be established by Residential Funding's consent
to such amendment) and that the limited guaranty shall be executed in the form
attached hereto as Exhibit N, with such changes as the Company shall deem to be
appropriate; it being understood that the Trustee has reviewed and approved the
content of such forms and that the Trustee's consent or approval to the use
thereof is not required.
Section 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trustee
(pursuant to the request of Holders of Certificates entitled to at least 25% of
the Voting Rights), but only upon direction accompanied by an Opinion of Counsel
to the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
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Section 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of any
of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates of any Class evidencing in the aggregate not less than
25% of the related Percentage Interests of such Class, shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
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<PAGE>
Section 11.05. Notices.
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Company, 8400 Normandale Lake Boulevard, Suite 600, Minneapolis, Minnesota
55437, Attention: President, or such other address as may hereafter be furnished
to the Master Servicer and the Trustee in writing by the Company, (b) in the
case of the Master Servicer, 10 Universal City Plaza, Suite 2100, Universal
City, California 91608, Attention: Ms. Becker, or such other address as may be
hereafter furnished to the Company and the Trustee by the Master Servicer in
writing, (c) in the case of the Trustee, Four Albany Street, New York, New York
10006, Attention: Residential Funding Corporation Series 1997-S4, with a copy to
Bankers Trust Company, 3 Park Plaza, 16th Floor, Irvine, California 92614,
Attention: Residential Funding Corporation Series 1997-S4 or, in each case, such
other address as may hereafter be furnished to the Company and the Master
Servicer in writing by the Trustee, (d) in the case of Fitch, One State Street
Plaza, New York, New York 10004, or such other address as may hereafter be
furnished to the Company, the Trustee and the Master Servicer in writing by
Fitch and (e) in the case of Standard & Poor's, 25 Broadway, New York, New York
10004 or such other address as may be hereafter furnished to the Company, the
Trustee and the Master Servicer by Standard & Poor's. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such holder as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 11.06. Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master
Servicer or Trustee or
a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's
blanket fidelity bond and the errors and omissions insurance policy
required by Section 3.12 or the cancellation or modification of
coverage under any such instrument,
(e) the statement required to be delivered to the Holders
of each Class of
Certificates pursuant to Section 4.03,
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(f) the statements required to be delivered pursuant to
Sections 3.18 and 3.19,
(g) a change in the location of the Custodial Account
or the Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to the
Holders of any Class of Certificates resulting from the failure by the
Master Servicer to make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage
Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08. Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Company or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust 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
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effect that (i) the Restructuring Vehicle will qualify as a REMIC, grantor trust
or other entity not subject to taxation for federal income tax purposes and (ii)
the adoption of the Supplemental Article will not endanger the status of REMIC I
or REMIC II as REMICs or (subject to Section 10.01(f)) result in the imposition
of a tax upon either REMIC I or REMIC II (including but not limited to the tax
on prohibited transactions as defined in Section 860F(a)(2) of the Code and the
tax on contributions to a REMIC as set forth in Section 860G(d) of the Code).
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<PAGE>
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:
Name: Randy Van Zee
Title: Vice President
Attest:
Name: Diane S. Wold
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name: Diane S. Wold
Title: Director
Attest:
Name: Randy Van Zee
Title: Director
BANKERS TRUST COMPANY,
as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
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<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of March, 1997 before me, a notary public in
and for said State, personally appeared Randy Van Zee, known to me to be a Vice
President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
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<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of March, 1997 before me, a notary public in
and for said State, personally appeared Diane S. Wold, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
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<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 27th day of March, 1997 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 corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
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<PAGE>
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE
PURPOSES
OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID")
RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS MARCH 27, 1997.
ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT ___% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS
BEEN ISSUED
WITH NO MORE THAN $_____ OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL
BALANCE, THE YIELD TO MATURITY IS ___% AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE
INITIAL ACCRUAL PERIOD IS NO MORE THAN $_______ PER $1,000 OF
INITIAL
CERTIFICATE PRINCIPAL BALANCE, COMPUTED USING THE APPROXIMATE
METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A
RATE BASED ON
THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR AS TO
THE CONSTANCY
OF THE PASS-THROUGH RATE.]
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A-2
<PAGE>
Certificate No. __ [_____%] [Adjustable][Variable] Pass-Through
Rate
Class A-__ Senior
Date of Pooling and Servicing Percentage Interest: ____%
Agreement and Cut-off Date:
March 1, 1997
First Distribution Date: Aggregate Initial [Certificate Principal Balance]
April 25, 1997 [Notional Amount] of the Class A-__ Certificates:
$------------
Master Servicer: Initial [Certificate Principal
Residential Funding Balance] [Notional Amount] of this Certificate:
Corporation $------------
Assumed Final CUSIP _________
Distribution Date:
March 25, 2012
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-S4
evidencing a percentage interest in the distributions allocable to the
Class A-__ Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that _____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Initial [Certificate Principal Balance] [Notional
Amount] of this Certificate by the aggregate Initial [Certificate Principal
Balance] [Notional Amount] of all Class A-___ Certificates, both as specified
above) in certain distributions with respect to the Trust Fund consisting
primarily of an interest in a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"),
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A-3
<PAGE>
formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter
called the "Company," which term includes any successor entity under the
Agreement referred to below). The Trust Fund was created pursuant to a Pooling
and Servicing Agreement dated as specified above (the "Agreement") among the
Company, the Master Servicer and Bankers Trust Company as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of [interest
and] [principal], if any, required to be distributed to Holders of Class A-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial [Certificate Principal Balance] [Notional Amount] of this
Certificate is set forth above. The [Certificate Principal Balance] [Notional
Amount] hereof will be reduced to the extent of distributions allocable to
principal and any Realized Losses allocable hereto.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer
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<PAGE>
from time to time for purposes other than distributions to Certificateholders,
such purposes including without limitation reimbursement to the Company and the
Master Servicer of advances made, or certain expenses incurred, by either of
them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust
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<PAGE>
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.
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: March 27, 1997 BANKERS TRUST COMPANY, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY, as
Certificate Registrar
By:
Authorized Signatory
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<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise,
in immediately available
funds to
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.
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<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS A
CERTIFICATES[,] [AND] [CLASS R CERTIFICATES] [,] [AND] [CLASS M-1
CERTIFICATES]
[,] [AND] [CLASS M-2 CERTIFICATES] [AND CLASS M-3 CERTIFICATES] AS
DESCRIBED IN
THE AGREEMENT (AS DEFINED BELOW).
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE UNLESS THE
TRANSFEREE
PROVIDES EITHER (I) AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER
SERVICER,
THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN 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 AND WILL NOT
SUBJECT THE
MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR
LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT (THE
"AGREEMENT") OR (II) A CERTIFICATION IN THE FORM SET FORTH IN EXHIBIT J-2
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 MARCH 27, 1997.
ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT ____% OF THE STANDARD
PREPAYMENT ASSUMPTION
(AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS
BEEN ISSUED
WITH NO MORE THAN $_____________ OF OID PER $1,000 OF INITIAL
CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ____% AND THE AMOUNT
OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN
$__________ PER
$1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE
APPROXIMATE
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE
BASED ON THE STANDARD PREPAYMENT ASSUMPTION [OR AT ANY OTHER
RATE.]
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<PAGE>
Certificate No. ___ _____% Pass-Through Rate
Class M- Mezzanine Aggregate Certificate Principal Balance of the
Class M-_ Certificates:
$---------------
Date of Pooling and Servicing Percentage Interest: ____%
Agreement and Cut-off Date:
March 1, 1997 Initial Certificate Principal
Balance of this Certificate:
$---------------
First Distribution Date:
April 25, 1997
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP ____________
March 25, 2012
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1997-S4
evidencing a percentage interest in any distributions allocable to the
Class M-_ Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the aggregate Initial Certificate Principal Balance of all Class
M-_ Certificates, both as specified above) in certain distributions with respect
to a Trust Fund
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<PAGE>
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
Master Servicer and 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 transferee provides the Trustee with 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 is
permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code and will not subject the Trustee, the Company or the Master Servicer to
any obligation or liability in addition to those undertaken in the Agreement or
(ii) in lieu of such opinion of counsel, a certification in the form set forth
in Exhibit J-2 to the Agreement.
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<PAGE>
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge
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<PAGE>
payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: March 27, 1997 BANKERS TRUST COMPANY, as
Trustee
By:_________________________
AUTHORIZED SIGNATORY
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the wihin- mentioned
Agreement.
BANKERS TRUST COMPANY,
As Certificate Registrar
By:__________________________
AUTHORIZED SIGNATORY
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and tranfer(s)
unto ___________________ (Please print or typewrite name and address,
including postal zip code of assignee) a Percentage Interest evidenced by the
within Mortgage Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise,
in immediately available
funds to
for the account of
-------------------------------------------------------------
account number , or, if mailed by check, to
Applicable statements should be mailed to .
This information is provided by , the assignee named
above, or , as its agent.
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<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS A
CERTIFICATES, THE CLASS R CERTIFICATES [,] [AND] THE CLASS M
CERTIFICATES [,]
[AND] [THE CLASS B-1 CERTIFICATES] [AND THE CLASS B-2 CERTIFICATES] AS
DESCRIBED
IN THE AGREEMENT (AS DEFINED HEREIN).
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE UNLESS THE
TRANSFEREE
PROVIDES EITHER (I) AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER
SERVICER,
THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN 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 AND WILL NOT
SUBJECT THE
MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR
LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT (THE
"AGREEMENT") OR (II) A CERTIFICATION IN THE FORM SET FORTH IN EXHIBIT J-2
OF 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.
[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 MARCH 27, 1997. ASSUMING THAT THE
MORTGAGE
LOANS PREPAY AT ____% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO
MORE THAN $___
OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD
TO
MATURITY IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL
ACCRUAL
PERIOD IS NO MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT
THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
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<PAGE>
PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
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<PAGE>
Certificate No. __ _____% Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate Principal Balance
of the Class B-__ Certificates as of the
Cut-off Date: $_______________
Date of Pooling and Servicing Percentage Interest: _____%
Agreement and Cut-off Date:
March 1, 1997
First Distribution Date: Initial Certificate Principal
April 25, 1997 Balance of this Certificate: $______________
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP______________________________
March 25, 2012
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1997-S4
evidencing a percentage interest in any distributions allocable to the
Class B-__ Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that Residential Funding Mortgage Securities I,
Inc. is the registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Initial Certificate Principal Balance of
this Certificate by the aggregate Initial Certificate Principal Balance of all
Class B-__ Certificates, both as specified above) in certain distributions with
respect to a Trust Fund consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans (the "Mortgage Loans"),
formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter
called the "Company," which term includes any successor entity under
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<PAGE>
the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
the Company, the Master Servicer and 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
the transferee provides the Trustee with either (i) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee, the Company
and the Master Servicer with respect to the permissibility of such transfer
under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and Section 4975 of the Internal Revenue Code (the "Code") and stating, among
other things, that the transferee's acquisition of a Class B Certificate is
permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code and will not subject the Trustee, the Company or the Master Servicer to
any obligation or liability in addition to those undertaken in the Agreement or
(ii) in lieu of such opinion of counsel, a certification in the form set forth
in Exhibit J-2 to the Agreement.
In addition, 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
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<PAGE>
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.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage
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Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: March 27, 1997 BANKERS TRUST COMPANY, as
Trustee
By:
Authorized Signatory
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<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise,
in immediately available
funds to
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.
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<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").
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT
TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE
UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF
ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE
DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF
THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION
511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE
CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING
HEREIN
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A
DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR
COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR
ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE
DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT
LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF
THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO
HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.
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Certificate No. ___ _____% Pass-Through Rate
Class [R-I][R-II] Senior Aggregate Initial Certificate Principal
Balance of the Class [R-I][R-II]
Certificates: $100.00
Date of Pooling and Servicing Percentage Interest: ______%
Agreement and Cut-off Date:
March 1, 1997
First Distribution Date: Initial Certificate Principal
April 25, 1997 Balance of this Certificate:
$---------------
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP ____________
March 25, 2012
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1997-S4
evidencing a percentage interest in any distributions allocable to the
Class [R-I][R-II] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the aggregate Initial Certificate Principal Balance of all Class
[R-I][R-II] Certificates, both as specified above) in certain distributions with
respect to a Trust Fund,
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<PAGE>
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
Master Servicer and 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-
I][R-II] Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed
to be bound by the restrictions set forth in the Agreement to the effect that
(i) each person holding or acquiring any Ownership Interest in this Certificate
must be a United States Person and a Permitted Transferee, (ii) the transfer of
any Ownership Interest in this Certificate will be conditioned upon the delivery
to the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
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<PAGE>
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge
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<PAGE>
payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purpose have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: March 27, 1997 BANKERS TRUST COMPANY, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [R-I][R-II] Certificates referred to
in the within-mentioned Agreement.
BANKERS TRUST COMPANY, as
Certificate Registrar
By:
Authorized Signatory
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<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise,
in immediately available
funds to 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.
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<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from
time to time, the "Agreement"), dated as of March 1, 1997, by and among BANKERS
TRUST COMPANY, as trustee (including its successors under the Pooling Agreement
defined below, the "Trustee"), RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
as company (together with any successor in interest, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with any successor in interest
or successor under the Pooling Agreement referred to below, the "Master
Servicer"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together with
any
successor in interest or any successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and the Trustee
have entered into a Pooling and Servicing Agreement, dated as of March 1, 1997,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1997-S4 (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.
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<PAGE>
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage
Files. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the "Mortgage Files") and
declares that it holds and will hold the Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Company for the purpose of recording it in the
appropriate public office for real property records, and the Company, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall
deliver to the Trustee an Initial Certification in the form annexed hereto as
Exhibit One evidencing receipt of a Mortgage File for each Mortgage Loan listed
on the Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the
Certificates, the Custodian agrees, for the benefit of Certificateholders, to
review, in accordance with the provisions of Section 2.02 of the Pooling
Agreement, each Mortgage File, and shall deliver to the Trustee an Interim
Certification in the form annexed hereto as Exhibit Two to the effect that all
documents required to be delivered pursuant to Section 2.01(b) of the Pooling
Agreement have been executed and received and that such documents relate to the
Mortgage Loans identified on the Mortgage Loan Schedule, except for any
exceptions listed on Schedule A attached to such Interim Certification. Within
45 days of receipt of the documents required to be delivered pursuant to Section
2.01(c) of the Pooling Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section 2.02
of the Pooling Agreement, each such document, and shall deliver to the Trustee
either (i) an Interim Certification in the form attached hereto as Exhibit Two
to the effect that all such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification or (ii) a Final Certification as set
forth in subsection (c) below. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on
their face. If in performing the review required by this Section 2.3 the
Custodian finds any document or documents constituting a part of a Mortgage File
to be defective in any material respect, the Custodian shall promptly so notify
the Company, the Master Servicer and the Trustee. Upon receipt of written
notification from the Master Servicer, signed by a Servicing Officer, that the
Master Servicer or a
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<PAGE>
Subservicer, as the case may be, has made a deposit into the Certificate Account
in payment for the purchase of the related Mortgage Loan in an amount equal to
the Purchase Price for such Mortgage Loan, the Custodian shall release to the
Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required to be in the
Mortgage Files the Custodian shall deliver to the Trustee a Final Certification
in the form annexed hereto as Exhibit Three evidencing the completeness of the
Mortgage Files.
Upon receipt of written request from the Trustee, the
Custodian shall as soon as practicable supply the Trustee with a list of all of
the documents relating to the Mortgage Loans then contained in the Mortgage
Files.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Master Servicer or the Company as set forth in the Pooling
Agreement or by a Seller in a Seller's Agreement or by Residential Funding or
the Company in the Assignment Agreement with respect to a Mortgage Loan relating
to a Mortgage File, the Custodian shall give prompt written notice to the
Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Mortgage
Files. Upon the repurchase or substitution of any Mortgage Loan pursuant to
Article II of the Pooling Agreement or payment in full of any Mortgage Loan, or
the receipt by the Master Servicer of a notification that payment in full will
be escrowed in a manner customary for such purposes, the Master Servicer shall
immediately notify the Custodian by a certification (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Custodial
Account pursuant to Section 3.07 of the Pooling Agreement have been or will be
so deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, promptly to release to the Master Servicer the related Mortgage File.
The Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a certificate of a Servicing Officer
requesting that possession of all, or any document constituting part, of the
Mortgage File be released to the Master Servicer and certifying as to the reason
for such release and that such release will not invalidate any insurance
coverage provided in respect of the Mortgage Loan under any of the Required
Insurance Policies. With such certificate, the Master Servicer shall deliver to
the Custodian a trust receipt signed by a Servicing Officer on behalf of the
Master Servicer, and upon receipt of the foregoing, the Custodian shall deliver
the Mortgage File or such document to the Master Servicer. The Master Servicer
shall cause each Mortgage File or any document therein so released to be
returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such
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document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Custodian shall deliver the Trust Receipt with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account as provided in the Pooling Agreement.
Section 2.6. Assumption Agreements. In the event that any
assumption agreement or substitution of liability agreement is entered into with
respect to any Mortgage Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling Agreement, the Master Servicer shall notify
the Custodian that such assumption or substitution agreement has been completed
by forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and agent of the Trustee and has no instructions to hold any Mortgage
Note or Mortgage for the benefit of any person other than the Trustee, holds
such documents for the benefit of Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or other document constituting a part of a
Mortgage File shall be delivered by the Custodian to the Company or the Master
Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Company hereby agrees to
indemnify and hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or proceedings at law or in equity, or any
other expenses, fees or charges of any character or nature, which the Custodian
may incur or with which the Custodian may be threatened by reason of its acting
as custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fee or
charge shall have been caused by reason of any negligent act, negligent failure
to act or willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.
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Section 3.3. Custodian May Own Certificates. The Custodian in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and
Expenses. The Master Servicer covenants and agrees to pay to the Custodian from
time to time, and the Custodian shall be entitled to, reasonable compensation
for all services rendered by it in the exercise and performance of any of the
powers and duties hereunder of the Custodian, and the Master Servicer will pay
or reimburse the Custodian upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Custodian in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ), except any such expense, disbursement or advance as
may arise from its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trustee
shall either take custody of the Mortgage Files itself and give prompt notice
thereof to the Company, the Master Servicer and the Custodian, or promptly
appoint a successor Custodian by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Custodian and one copy to
the successor Custodian. If the Trustee shall not have taken custody of the
Mortgage Files and no successor Custodian shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such
event, the Trustee shall appoint, or petition a court of competent jurisdiction
to appoint, a successor Custodian hereunder. Any successor Custodian shall be a
depository institution subject to supervision or examination by federal or state
authority and shall be able to satisfy the other requirements contained in
Section 3.7 and shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of
a successor Custodian pursuant to any of the provisions of this Section 3.5
shall become effective upon acceptance of appointment by the successor
Custodian. The Trustee shall give prompt notice to the Company and the Master
Servicer of the appointment of any successor Custodian. No successor Custodian
shall be appointed by the Trustee without the prior approval of the Company and
the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person
into which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
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Section 3.7. Representations of the Custodian. The Custodian
hereby represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and
demands and other communications required under this Agreement or pursuant to
any other instrument or document delivered hereunder shall be in writing and,
unless otherwise specifically provided, may be delivered personally, by telegram
or telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Company, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling Agreement and furnish
the Custodian with written copies thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED
A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL
BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK.
Section 4.4. Recordation of Agreement. To the extent permitted
by applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
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Section 4.5. Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
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IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
Address: BANKERS TRUST COMPANY,
as Trustee
Four Albany Street
New York, New York 10006
Attention: Residential Funding
Corporation, Series 1997-S4
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC., as Company
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name:
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Custodian
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name: Kathleen Marshall
Title: Trust Officer
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STATE OF ILLINOIS )
) ss.:
COUNTY OF ______________ )
On the _____ day of March, 1997, before me, a notary public in
and for said State, personally appeared _______________________, known to me to
be a Vice President of Bankers Trust Company, a national banking association
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
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STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of March, 1997, before me, a notary public in
and for said State, personally appeared Kathleen Marshall, known to me to be a
Trust Officer of Norwest Bank Minnesota, National Association, a national
banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association,
and acknowledged to me that such national banking association executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
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STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of March, 1997, before me, a notary public in
and for said State, personally appeared ________________, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the _____ day of March, 1997, before me, a notary public in
and for said State, personally appeared ________________, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
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EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
March 27, 1997
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding
Corporation, Series 1997-S4
Re: Custodial Agreement, dated as of March 1, 1997, by and among Bankers
Trust Company, Residential Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates, Series 1997-S4
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
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EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1997
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding
Corporation, Series 1997-S4
Re: Custodial Agreement dated as of March 1, 1997, by and among Bankers
Trust Company, Residential Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates,
Series 1997-S4
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File to the extent required pursuant to Section 2.01(b) of
the Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage
Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan
Schedule and has determined that: all required documents have been executed and
received and that such documents related to the Mortgage Loans identified on the
Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
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EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1997
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding
Corporation, Series 1997-S4
Re:Custodial Agreement dated as of March 1, 1997, by and among Bankers
Trust Company, Residential Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates,
Series 1997-S4
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule containing (I) with respect to each such Mortgage Loan
(other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee
or an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage
Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the Mortgage certified by the public
recording office in which such mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee
with evidence of recording indicated thereon or a copy of such
assignment certified by the public recording office in which such
assignment has been recorded;
(iv) With respect to each Mortgage Loan other than a
Cooperative Loan, the
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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, a
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;
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(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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EXHIBIT F
MORTGAGE LOAN SCHEDULE
RUN ON : 03/20/97 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 10.05.38 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1997-S4 CUTOFF : 03/01/97
POOL : 0004239
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL LOAN FEATURE
ORIG TERM PRINCIPAL BAL # OF UNITS
ADDRESS ORIG RATE ORIGINAL P+I LTV
ADDRESS LINE 2 CURR NET CURRENT P+I VALUE
CITY STATE ZIP LOAN PURP NOTE DATE MI CO CODE
SERVICER LOAN # PROP TYPE 1ST PMT DATE MI CVG
SELLER LOAN # OCCP CODE MATURITY DATE
INVESTOR LOAN #
______________________________________________________________________________
1476356 881/K01 F 161,500.00 ZZ
180 155,250.35 1
2633 W AVENUE 34 7.125 1,462.92 95
6.875 1,462.92 170,000.00
LOS ANGELES CA 90065 2 02/21/96 10
0380374869 05 04/01/96 30
102979 O 03/01/11
0
1518044 074/074 F 231,300.00 ZZ
180 220,011.78 1
24 MARIETTA DRIVE 7.750 2,177.18 90
7.500 2,177.18 257,000.00
WESTBURY NY 11590 2 03/25/96 10
1111029290 05 05/01/96 12
1111029290 O 04/01/11
0
1529919 E45/G01 F 250,000.00 ZZ
180 245,496.18 1
239 RIVERVALE DRIVE 7.750 2,353.19 89
7.500 2,353.19 283,000.00
BAINBRIDGE GA 31717 2 08/29/96 14
0430046441 05 10/01/96 25
UNKNOWN O 09/01/11
0
1534018 144/144 F 700,000.00 ZZ
180 693,618.01 1
7 HALLOCK PLACE 7.500 6,489.09 49
7.250 6,489.09 1,450,000.00
NORTH CASTLE NY 10504 4 11/27/96 00
129440953 05 01/01/97 0
1
129440953 O 12/01/11
0
1534446 E36/G01 F 300,000.00 ZZ
180 297,264.86 1
539 DORADO COURT 7.500 2,781.04 39
7.250 2,781.04 770,000.00
NORTH HILLS NY 11576 1 11/05/96 00
0430066050 05 01/01/97 0
96206 O 12/01/11
0
1534555 144/144 F 500,000.00 T
180 492,354.73 1
9 COBB HILL LANE 7.500 4,635.06 73
7.250 4,635.06 691,425.00
SOUTHAMPTON NY 11976 4 09/20/96 00
131383944 05 11/01/96 0
131383944 O 10/01/11
0
1535753 A52/G01 F 140,000.00 ZZ
180 139,214.63 1
4A SEABREEZE LANE 8.375 1,368.40 70
8.125 1,368.40 200,000.00
TYBEE ISLAND GA 31328 2 12/23/96 00
0430102517 05 02/01/97 0
181586 O 01/01/12
0
1536016 385/G01 F 296,000.00 ZZ
180 294,302.33 1
24 CHELSEA PARK 8.125 2,850.14 80
7.875 2,850.14 370,000.00
PITTSFORD NY 14534 2 12/13/96 00
0430118182 05 02/01/97 0
3803665 O 01/01/12
0
1536465 025/025 F 299,000.00 ZZ
180 295,584.61 1
2015 EL CERITO COURT 8.250 2,900.72 76
8.000 2,900.72 395,000.00
PUNTA GORDA FL 33950 5 09/30/96 00
800787 05 12/01/96 0
800787 O 11/01/11
0
1
1538162 764/G01 F 366,300.00 ZZ
180 365,205.81 1
13108 BACH WAY 7.625 3,421.72 80
7.375 3,421.72 457,900.00
CERRITOS CA 90703 1 12/31/96 00
0430125856 03 03/01/97 0
890486 O 02/01/12
0
1538275 354/354 F 238,500.00 T
180 232,970.43 1
4722 PARK 8.250 2,313.79 90
8.000 2,313.79 265,000.00
SHAWNEE KS 66216 1 06/10/96 10
20434858 05 08/01/96 25
20434858 O 07/01/11
0
1538320 354/354 F 246,500.00 ZZ
180 243,684.28 1
1321 HARTWICK AVENUE 8.250 2,391.40 81
8.000 2,391.40 307,000.00
TURLOCK CA 95382 1 10/17/96 12
24776288 05 12/01/96 17
24776288 O 11/01/11
0
1538782 003/G01 F 165,600.00 ZZ
180 164,122.73 1
8702 SHORELINE DRIVE 7.750 1,558.76 80
7.500 1,558.76 207,000.00
JONESBORO GA 30236 1 11/12/96 00
0430120949 03 01/01/97 0
3757671 O 12/01/11
0
1539308 608/G01 F 379,795.00 T
180 378,733.43 1
8733 SKI TIP RANCH 8.375 3,712.22 79
8.125 3,712.22 481,000.00
KEYSTONE CO 80435 1 01/03/97 00
0430125740 01 03/01/97 0
70939 O 02/01/12
0
1540309 470/G01 F 310,500.00 ZZ
180 308,679.48 1
3302 AVENIDA SIERRA 7.875 2,944.94 90
7.625 2,944.94 345,000.00
1
ESCONDIDO CA 92029 1 12/20/96 01
0430126250 03 02/01/97 25
23001702 O 01/01/12
0
1540752 387/387 F 197,400.00 ZZ
180 194,047.57 1
16450 WEST ELLSWORTH AVENUE 7.750 1,858.08 66
7.500 1,858.08 300,000.00
GOLDEN CO 80401 2 12/26/96 00
842484 03 02/01/97 0
842484 O 01/01/12
0
1541475 731/G01 F 232,750.00 ZZ
180 230,740.86 1
1429 BROOK DALE WAY 8.125 2,241.11 95
7.875 2,241.11 245,000.00
MANTECA CA 95336 1 11/13/96 10
0430120899 05 01/01/97 30
110540996 O 12/01/11
0
1541513 702/702 F 347,960.00 T
174 345,820.62 1
SOUTH GLEN LOT #3 7.990 3,382.97 80
WASHINGTON COUNTY 7.740 3,382.97 435,000.00
WARREN VT 05674 2 12/06/96 00
5038641 05 02/01/97 0
5038641 O 07/01/11
0
1541592 B75/B75 F 250,000.00 ZZ
180 243,693.90 1
145 PINE HILL ROAD 7.250 2,282.16 77
7.000 2,282.16 325,000.00
LANDENBERG PA 19350 1 06/07/96 00
200022 05 08/01/96 0
200022 O 07/01/11
0
1541941 B27/G01 F 314,000.00 ZZ
180 313,112.51 1
18 BECKET ROAD 8.250 3,046.24 90
8.000 3,046.24 350,000.00
BELMONT MA 02178 2 01/01/97 12
0430137281 05 03/01/97 25
26039100 O 02/01/12
0
1
1542523 429/429 F 492,000.00 ZZ
180 333,820.03 1
263 SAN MARCOS AVE 7.875 4,666.37 80
7.625 4,666.37 615,000.00
SAN FRANCISCO CA 94116 1 09/25/96 00
10353763 03 11/01/96 0
10353763 O 10/01/11
0
1543034 387/387 F 136,000.00 ZZ
180 134,095.11 1
2709 COUNTRY VALLEY ROAD 7.750 1,280.14 80
7.500 1,280.14 170,000.00
GARLAND TX 75043 1 10/31/96 00
830919 05 12/01/96 0
830919 O 11/01/11
0
1543160 952/G01 F 285,000.00 ZZ
180 284,185.48 1
158 SPLIT ROCK ROAD 8.125 2,744.21 66
7.875 2,744.21 435,000.00
PARAMUS NJ 07652 1 01/29/97 00
0430143479 05 03/01/97 0
96111547 O 02/01/12
0
1543234 686/G01 F 233,800.00 ZZ
180 231,677.65 1
14650 BUENO DRIVE 7.550 2,174.01 90
7.300 2,174.01 262,000.00
CHINO HILLS CA 91709 2 11/19/96 01
0430090613 05 01/01/97 12
817849847 O 12/01/11
0
1543331 764/G01 F 550,000.00 ZZ
180 548,445.48 1
8346 ENRAMADA AVENUE 8.250 5,335.77 62
8.000 5,335.77 900,000.00
WHITTIER CA 90605 2 01/09/97 00
0430139436 05 03/01/97 0
890519 O 02/01/12
0
1543355 E67/G01 F 560,000.00 T
180 558,363.68 1
1
18290 PLAINVIEW ROAD 7.875 5,311.32 80
7.625 5,311.32 700,000.00
BEND OR 97701 2 01/02/97 00
0430132472 05 03/01/97 0
5834 O 02/01/12
0
1543639 B75/G01 F 99,350.00 ZZ
180 99,078.45 1
18240 MIDWAY ROAD 8.625 985.63 90
UNIT 1105 8.375 985.63 110,400.00
DALLAS TX 75287 1 01/15/97 01
0430145821 05 03/01/97 25
2735280 O 02/01/12
0
1543803 939/G01 F 70,000.00 ZZ
120 69,633.13 1
15 BROWER LANE 8.750 877.29 44
8.500 877.29 160,000.00
HEMPSTEAD NY 11550 1 01/31/97 00
0430147140 05 03/01/97 0
9604709 O 02/01/07
0
1544058 B75/G01 F 50,000.00 ZZ
180 49,853.91 1
19495 DORADO DRIVE 7.875 474.22 25
7.625 474.22 205,000.00
TRABUCO CANYON CA 92679 1 01/07/97 00
0430132134 05 03/01/97 0
2928950 O 02/01/12
0
1544091 163/G01 F 225,000.00 ZZ
180 223,079.02 1
Z 11 AND Z 12A 8.250 2,182.82 90
8.000 2,182.82 250,000.00
LAKE LOTAWANA MO 64086 1 11/18/96 04
0430104208 03 01/01/97 25
0056713129 O 12/01/11
0
1544162 776/G01 F 615,100.00 ZZ
180 613,361.48 1
25321 PRADO DE LOS ARBOLES 8.250 5,967.33 80
8.000 5,967.33 768,900.00
CALABASAS CA 91302 1 01/08/97 00
0430135350 03 03/01/97 0
1
2140354 O 02/01/12
0
1544393 882/G01 F 284,000.00 ZZ
180 280,962.38 1
1309 WATERWITCH COVE CIRCLE 7.500 2,632.72 82
7.250 2,632.72 350,000.00
ORLANDO FL 32806 2 12/24/96 14
0430123547 05 02/01/97 12
960430 O 01/01/12
0
1544534 F27/G01 F 264,000.00 ZZ
180 262,400.38 1
10 BRANCHWOOD COURT 7.500 2,447.32 80
7.250 2,447.32 330,000.00
BALTIMORE MD 21208 1 12/20/96 00
0430138883 05 02/01/97 0
UNKNOWN O 01/01/12
0
1544553 E22/G01 F 86,250.00 ZZ
180 85,463.64 1
19 SOUTH FORTY ROAD 7.500 799.55 75
7.250 799.55 115,000.00
ALABASTER AL 35007 2 11/29/96 00
0410250831 05 01/01/97 0
410250831 O 12/01/11
0
1544558 F80/G01 F 450,000.00 ZZ
180 448,670.51 1
9401 SW 61ST COURT 7.750 4,235.74 59
7.500 4,235.74 765,000.00
MIAMI FL 33156 1 01/13/97 00
0430124560 05 03/01/97 0
H96C2927GC O 02/01/12
0
1544931 G56/G01 F 270,000.00 ZZ
180 268,364.04 1
302 WHITCOMB HILL 7.500 2,502.93 66
7.250 2,502.93 415,000.00
PEACHTREE CITY GA 30269 2 12/20/96 00
0430125690 05 02/01/97 0
1544931 O 01/01/12
0
1
1544945 668/G01 F 340,000.00 ZZ
180 339,006.52 1
1446 MONTEGO DRIVE 7.875 3,224.73 74
7.625 3,224.73 462,000.00
SAN JOSE CA 95120 2 01/23/97 00
0430150268 05 03/01/97 0
0007025455 O 02/01/12
0
1544969 593/593 F 382,000.00 ZZ
180 369,176.68 1
9011 NORTH TIMPHAVEN ROAD 7.750 3,595.68 74
7.500 3,595.68 518,000.00
SUNDANCE UT 84603 2 03/07/96 00
6702963 03 05/01/96 0
6702963 O 04/01/11
0
1545243 559/G01 F 258,000.00 ZZ
180 256,487.29 1
2533 CABALLO COURT 7.875 2,447.01 80
7.625 2,447.01 322,500.00
SANTA ROSA CA 95401 1 12/03/96 00
0430116236 03 02/01/97 0
5409610 O 01/01/12
0
1545337 074/074 F 112,000.00 ZZ
180 110,802.69 232
118 EAST 60TH STREET, 16B 9.000 1,135.98 70
8.750 1,135.98 160,000.00
NEW YORK NY 10022 1 11/01/96 00
1111071107 11 12/01/96 0
1111071107 O 11/01/11
0
1545900 637/G01 F 337,500.00 T
180 335,564.33 1
69 EAST LONG BEACH BLVD 8.125 3,249.73 63
7.875 3,249.73 537,500.00
LONG BEACH NJ 08008 1 12/27/96 00
0430121335 05 02/01/97 0
9469750 O 01/01/12
0
1546009 B27/G01 F 487,000.00 ZZ
180 485,512.99 1
39 BLACK OAK ROAD 7.375 4,480.03 72
7.125 4,480.03 685,000.00
1
WESTON MA 02193 2 12/27/96 00
0430113696 05 03/01/97 0
0 O 02/01/12
0
1546066 375/G01 F 120,000.00 ZZ
180 118,975.48 1
169 RIDGE ROAD 8.250 1,164.17 57
8.000 1,164.17 212,000.00
VALLEY COTTAGE NY 10989 2 11/13/96 00
0430148171 05 01/01/97 0
421314 O 12/01/11
0
1546153 759/G01 F 250,000.00 ZZ
180 248,485.20 1
3551 RUE CHENE D'OR 7.500 2,317.54 69
7.250 2,317.54 364,812.00
SAN JOSE CA 95148 1 12/23/96 00
0430118851 05 02/01/97 0
5354112603 O 01/01/12
0
1546163 624/G01 F 71,000.00 ZZ
180 70,799.33 1
471 CLOUDVIEW LANE 8.250 688.80 51
8.000 688.80 140,000.00
STEVENSVILLE MT 59870 2 01/02/97 00
0430132712 05 03/01/97 0
76000260276 O 02/01/12
0
1546308 A83/G01 F 508,500.00 ZZ
180 502,497.89 1
350 VALLEY STREAM DRIVE 7.875 4,822.87 80
7.625 4,822.87 636,000.00
GENEVA FL 32732 2 10/22/96 00
0430099911 03 12/01/96 0
150092 O 11/01/11
0
1546357 A26/G01 F 310,000.00 ZZ
180 308,241.60 2
1550 EAST 8TH STREET 8.250 3,007.44 66
8.000 3,007.44 470,000.00
BROOKLYN NY 11230 2 12/12/96 00
0430119032 05 02/01/97 0
6355 O 01/01/12
0
1
1546843 F96/G01 F 300,000.00 ZZ
180 300,000.00 1
17 SHELDON COURT 8.000 2,866.96 57
7.750 2,866.96 530,000.00
EAST HANOVER TO NJ 07936 1 02/07/97 00
0430148551 05 04/01/97 0
1014 O 03/01/12
0
1546854 375/G01 F 118,000.00 ZZ
180 115,935.34 1
5836 HILL VIEW DRIVE 8.500 1,161.99 60
8.250 1,161.99 198,000.00
PACIFIC MO 63069 2 09/04/96 00
0430132399 05 10/01/96 0
628323 O 09/01/11
0
1547155 976/G01 F 275,000.00 ZZ
180 273,369.81 1
3520 WARDS POINTE 7.750 2,588.51 37
7.500 2,588.51 745,000.00
ORCHARD LAKE MI 48324 2 12/27/96 00
0430160366 05 02/01/97 0
285200 O 01/01/12
0
1547181 F05/G01 F 400,000.00 ZZ
180 397,448.53 1
27000 BLACK OAK RIDGE ROAD 7.875 3,793.80 66
7.625 3,793.80 609,900.00
FORESTHILL CA 95631 2 12/26/96 00
0430123018 05 02/01/97 0
96122303 O 01/01/12
0
1547220 550/550 F 330,000.00 ZZ
180 328,000.49 1
1552 ADAMS STREET 7.500 3,059.14 72
7.250 3,059.14 462,000.00
ST HELENA CA 94574 1 12/19/96 00
120213744 05 02/01/97 0
120213744 O 01/01/12
0
1547313 208/G01 F 550,000.00 ZZ
180 546,630.94 1
1
PO BOX 149 7.375 5,059.58 41
7.125 5,059.58 1,350,000.00
TESUQUE NM 87574 2 12/18/96 00
0430141192 05 02/01/97 0
34110 O 01/01/12
0
1547456 998/G01 F 592,500.00 ZZ
180 590,710.58 1
533 VALIDO ROAD 7.500 5,492.55 75
7.250 5,492.55 790,000.00
ARCADIA CA 91007 1 01/02/97 00
0430145383 05 03/01/97 0
99497489 O 02/01/12
0
1547627 A52/G01 F 249,600.00 T
180 248,120.40 1
403 CLEVELAND FERRY ROAD 7.750 2,349.42 80
7.500 2,349.42 312,000.00
FAIR PLAY SC 29643 2 12/31/96 00
0430104455 05 02/01/97 0
182209 O 01/01/12
0
1547665 685/G01 F 300,000.00 ZZ
180 298,221.62 1
825 OXFORD AVENUE 7.750 2,823.83 80
7.500 2,823.83 375,000.00
LOS ANGELES CA 90292 1 12/18/96 00
0430144238 05 02/01/97 0
106333 O 01/01/12
0
1547928 E85/G01 F 260,000.00 ZZ
180 258,389.93 1
94 MT MUIR COURT 7.250 2,373.44 59
7.000 2,373.44 445,000.00
SAN RAFAEL CA 94903 2 12/11/96 00
0430132878 05 02/01/97 0
96120306 O 01/01/12
0
1548045 356/G01 F 238,000.00 ZZ
180 237,327.31 1
808 GAIL AVENUE 8.250 2,308.94 70
8.000 2,308.94 340,000.00
SUNNYVALE CA 94086 5 01/16/97 00
0430146795 05 03/01/97 0
1
2387744 O 02/01/12
0
1548096 F16/G01 F 395,000.00 ZZ
180 392,500.31 1
6200 DE LA GUERRA TERRACE 7.000 3,550.38 78
6.750 3,550.38 510,000.00
BAKERSFIELD CA 93306 2 12/03/96 00
0430148767 03 02/01/97 0
93816084 O 01/01/12
0
1548205 253/253 F 900,000.00 ZZ
180 897,370.20 1
6322 HARTLEY DRIVE 7.875 8,536.05 70
7.625 8,536.05 1,300,000.00
LA JOLLA CA 92037 2 01/16/97 00
325236 05 03/01/97 0
325236 O 02/01/12
0
1548449 181/181 F 306,000.00 ZZ
180 303,329.37 1
7425 CRAIGLEITH DRIVE 8.000 2,924.30 75
7.750 2,924.30 408,000.00
DULUTH GA 30155 5 11/25/96 00
5375665 03 01/01/97 0
5375665 O 12/01/11
0
1548460 975/G01 F 310,000.00 ZZ
180 308,260.99 1
1001 STRATFORD AVENUE 8.375 3,030.02 74
8.125 3,030.02 420,000.00
SOUTH PASADENA CA 91030 2 12/23/96 00
0430120097 05 02/01/97 0
963052 O 01/01/12
0
1548462 975/G01 F 228,750.00 ZZ
180 227,393.98 1
7 MARSEILLE 7.750 2,153.17 75
7.500 2,153.17 305,000.00
IRVINE CA 92606 1 12/18/96 00
0430119164 03 02/01/97 0
962884 O 01/01/12
0
1
1548463 975/G01 F 285,000.00 ZZ
180 283,291.93 1
2722 SOUTH CARLTON PLACE 7.625 2,662.27 59
7.375 2,662.27 484,900.00
ROWLAND HEIGHTS CA 91748 1 12/05/96 00
0430119800 03 02/01/97 0
926768 O 01/01/12
0
1548479 976/G01 F 255,000.00 ZZ
180 253,521.25 1
36689 TIMBER RIDGE ROAD 8.000 2,436.92 60
7.750 2,436.92 430,000.00
THE SEA RANCH CA 95497 2 12/04/96 00
0430120691 05 02/01/97 0
343625821 O 01/01/12
0
1548567 076/076 F 420,000.00 ZZ
180 416,374.48 1
7830 SW 83 COURT 8.125 4,044.11 75
7.875 4,044.11 560,000.00
MIAMI FL 33143 5 11/22/96 00
7065172 05 01/01/97 0
7065172 O 12/01/11
0
1548573 375/G01 F 153,750.00 ZZ
180 151,069.44 1
10000 DAUGHETY DRIVE 8.875 1,548.02 75
8.625 1,548.02 205,000.00
OKLAHOMA CITY OK 73099 2 10/11/96 00
0430141762 03 12/01/96 0
UNKNOWN O 11/01/11
0
1548629 952/G01 F 120,000.00 ZZ
180 120,000.00 2
189-191 EUCLID AVENUE 7.250 1,095.44 58
7.000 1,095.44 210,000.00
HACKENSACK NJ 07601 5 02/20/97 00
0430160382 05 04/01/97 0
96101491 O 03/01/12
0
1548755 F03/G01 F 400,000.00 T
180 398,844.06 1
31725 EAST US HIGHWAY 40 8.000 3,822.61 80
7.750 3,822.61 500,000.00
1
STEAMBOAT SPRIN CO 80477 1 01/10/97 00
0430132688 05 03/01/97 0
DEN10433 O 02/01/12
0
1548912 686/G01 F 300,000.00 ZZ
180 298,093.27 1
1204 DESCANSO DRIVE 6.950 2,688.11 47
6.700 2,688.11 648,000.00
LA CANADA FLINT CA 91011 1 12/02/96 00
0430120386 05 02/01/97 0
817646367 O 01/01/12
0
1548913 686/G01 F 66,000.00 ZZ
180 65,604.44 1
147 VALLEY GREEN DRIVE 7.625 616.53 65
7.375 616.53 103,000.00
ANTIOCH TN 37013 2 12/06/96 00
0430120402 05 02/01/97 0
817925795 O 01/01/12
0
1548914 686/G01 F 125,000.00 ZZ
180 124,283.07 1
11164 SPOONER CT 8.125 1,203.61 39
7.875 1,203.61 324,900.00
SAN DIEGO CA 92131 1 12/04/96 00
0430120410 03 02/01/97 0
817961444 O 01/01/12
0
1548927 686/G01 F 104,850.00 ZZ
180 104,235.23 1
2529 PECAN MEADOW DRIVE 7.875 994.46 69
7.625 994.46 151,990.00
GARLAND TX 75040 1 12/13/96 00
0430120659 03 02/01/97 0
817925837 O 01/01/12
0
1548937 686/G01 F 107,000.00 ZZ
180 106,351.66 1
17 CORSA STREET 7.500 991.91 50
7.250 991.91 217,000.00
DIX HILLS NY 11746 1 12/16/96 00
0430120733 05 02/01/97 0
817763287 O 01/01/12
0
1
1548938 686/G01 F 81,750.00 ZZ
180 81,286.29 1
448 MOUNTAIN VIEW PLACE 8.250 793.09 75
8.000 793.09 109,500.00
PIPE CREEK TX 78063 1 12/16/96 00
0430120766 03 02/01/97 0
817925944 O 01/01/12
0
1548939 686/G01 F 200,000.00 ZZ
180 198,814.40 1
14419 NW EVERGREEN STREET 7.750 1,882.56 68
7.500 1,882.56 296,000.00
PORTLAND OR 97229 1 12/05/96 00
0430120824 03 02/01/97 0
817934797 O 01/01/12
0
1548953 195/G01 F 224,887.00 T
180 224,207.80 1
5090 HIGH STREET 7.500 2,084.74 75
7.250 2,084.74 300,000.00
NAPLES FL 34105 5 01/03/97 00
0430119354 03 03/01/97 0
51625 O 02/01/12
0
1548997 686/G01 F 262,000.00 ZZ
180 260,412.49 1
6207 LANDON LANE 7.500 2,428.78 54
7.250 2,428.78 490,000.00
BETHESDA MD 20817 5 12/11/96 00
0430120857 05 02/01/97 0
817735343 O 01/01/12
0
1548998 686/G01 F 239,400.00 ZZ
180 237,996.35 1
2501 ENGLEMANN OAK LANE 7.875 2,270.59 70
7.625 2,270.59 342,000.00
ALPINE CA 91901 5 12/05/96 00
0430120881 05 02/01/97 0
817961949 O 01/01/12
0
1549006 686/G01 F 250,000.00 ZZ
180 248,431.55 1
1
8 SUGARBUSH LANE 7.100 2,261.08 77
6.850 2,261.08 328,000.00
ANDOVER MA 01810 2 12/13/96 00
0430121210 05 02/01/97 0
817752900 O 01/01/12
0
1549007 686/G01 F 89,000.00 ZZ
180 88,463.07 1
1315 SOUTH SHELLEY STREET 7.550 827.58 63
7.300 827.58 143,000.00
SANTA ANA CA 92704 5 12/12/96 00
0430121228 05 02/01/97 0
817851744 O 01/01/12
0
1549008 686/G01 F 140,000.00 ZZ
180 139,160.93 1
2200 FAWN RIDGE STREET 7.625 1,307.79 59
7.375 1,307.79 238,470.00
LAS VEGAS NV 89134 1 12/05/96 00
0430121236 03 02/01/97 0
817866478 O 01/01/12
0
1549010 686/G01 F 120,000.00 ZZ
180 119,304.11 1
42 DA VINCI 8.000 1,146.79 55
7.750 1,146.79 220,000.00
LAKE OSWEGO OR 97035 5 12/11/96 00
0430121277 03 02/01/97 0
818054140 O 01/01/12
0
1549019 686/G01 F 398,000.00 ZZ
180 395,567.33 1
29782 WOODBROOK DRIVE 7.400 3,666.93 80
7.150 3,666.93 500,000.00
AGOURA HILLS CA 91301 2 12/06/96 00
0430120840 05 02/01/97 0
817840655 O 01/01/12
0
1549020 686/G01 F 288,000.00 ZZ
180 286,270.16 1
9808 CAMINITO CALOR 7.600 2,686.19 80
7.350 2,686.19 360,000.00
SAN DIEGO CA 92131 2 12/11/96 00
0430122960 03 02/01/97 0
1
817930035 O 01/01/12
0
1549031 686/G01 F 33,750.00 ZZ
180 33,556.42 1
4484 SALVIA DRIVE 8.125 324.98 50
7.875 324.98 67,500.00
ORLANDO FL 32839 5 12/16/96 00
0430122473 05 02/01/97 0
817907272 O 01/01/12
0
1549033 686/G01 F 417,000.00 ZZ
180 414,608.37 1
6622 MANOR DRIVE 8.125 4,015.22 69
7.875 4,015.22 610,000.00
BURR RIDGE IL 60521 2 12/16/96 00
0430122507 03 02/01/97 0
817940216 O 01/01/12
0
1549034 686/G01 F 117,000.00 ZZ
180 116,314.00 1
8138 E MORGAN TRAIL 7.875 1,109.69 52
7.625 1,109.69 225,000.00
SCOTTSDALE AZ 85258 2 12/13/96 00
0430122531 03 02/01/97 0
817962376 O 01/01/12
0
1549086 686/G01 F 92,000.00 ZZ
180 91,460.58 1
6 J F KENNEDY 7.875 872.58 62
7.625 872.58 150,000.00
ELK GROVE VILLA IL 60007 5 12/19/96 00
0430122390 05 02/01/97 0
817939648 O 01/01/12
0
1549087 686/G01 F 460,000.00 ZZ
180 457,212.80 1
625 OCEAN BLVD 7.500 4,264.26 32
7.250 4,264.26 1,460,000.00
GOLDEN BEACH FL 33160 5 12/19/96 00
0430122408 05 02/01/97 0
818032583 O 01/01/12
0
1
1549088 686/G01 F 52,000.00 ZZ
180 51,681.45 1
492 SAILBOAT CIRCLE 7.375 478.37 36
7.125 478.37 144,750.00
FT LAUDERDALE FL 33326 1 12/23/96 00
0430122440 05 02/01/97 0
818032815 O 01/01/12
0
1549098 686/G01 F 41,250.00 T
180 41,010.79 1
47757 SUGARLOAF LOOP 8.000 394.21 75
7.750 394.21 55,000.00
POSY CA 93260 5 12/19/96 00
0430121939 05 02/01/97 0
817531833 O 01/01/12
0
1549099 686/G01 F 40,000.00 ZZ
180 39,768.03 1
516 SE 54TH AVENUE 8.000 382.27 29
7.750 382.27 138,000.00
PORTLAND OR 97215 5 12/17/96 00
0430114280 05 02/01/97 0
817934953 O 01/01/12
0
1549100 686/G01 F 162,600.00 ZZ
180 161,636.10 1
11405 DUNDEE 7.750 1,530.52 74
7.500 1,530.52 220,500.00
MITCHELLVILLE MD 20721 2 12/12/96 00
0430121954 05 02/01/97 0
818026122 O 01/01/12
0
1549101 686/G01 F 120,000.00 ZZ
180 119,288.63 1
22424 SE 18TH STREET 7.750 1,129.54 48
7.500 1,129.54 250,000.00
ISSAQUAH WA 98029 5 12/17/96 00
0430121962 05 02/01/97 0
818054058 O 01/01/12
0
1549102 686/G01 F 208,100.00 ZZ
180 206,855.52 1
404 SOUTH LINDEN AVENUE 7.650 1,946.90 75
7.400 1,946.90 277,500.00
1
PITTSBURGH PA 15208 1 12/27/96 00
0430122093 05 02/01/97 0
817737810 O 01/01/12
0
1549103 686/G01 F 215,000.00 ZZ
180 213,697.28 1
98 MAPLE TERRACE 7.500 1,993.08 40
7.250 1,993.08 550,000.00
PARK RIDGE NJ 07656 1 12/27/96 00
0430122101 05 02/01/97 0
817780414 O 01/01/12
0
1549104 686/G01 F 100,000.00 ZZ
180 99,382.07 1
4 HISTORIC DRIVE 7.275 914.28 36
7.025 914.28 280,000.00
MONROE CT 06468 2 12/20/96 00
0430122606 05 02/01/97 0
817886591 O 01/01/12
0
1549105 686/G01 F 240,000.00 ZZ
180 238,481.20 1
11717 ALDERIDGE LANE 7.000 2,157.19 68
6.750 2,157.19 357,900.00
SAN DIEGO CA 92131 1 12/13/96 00
0430122630 03 02/01/97 0
817961063 O 01/01/12
0
1549115 686/G01 F 190,000.00 ZZ
180 188,833.60 1
3102 FABER DRIVE 7.350 1,745.17 64
7.100 1,745.17 300,000.00
FALLS CHURCH VA 22044 5 12/24/96 00
0430122747 05 02/01/97 0
817735434 O 01/01/12
0
1549116 686/G01 F 120,000.00 ZZ
180 119,304.11 1
919 CONTENTO STREET 8.000 1,146.79 34
7.750 1,146.79 362,000.00
SARASOTA FL 34242 1 12/30/96 00
0430122788 05 02/01/97 0
817907918 O 01/01/12
0
1
1549118 686/G01 F 246,000.00 ZZ
180 244,496.38 1
10290 STOKES AVENUE 7.400 2,266.50 60
7.150 2,266.50 410,000.00
CUPERTINO CA 95014 2 12/09/96 00
0430122804 05 02/01/97 0
818022253 O 01/01/12
0
1549119 686/G01 F 115,600.00 ZZ
180 114,876.31 1
67 LONG RIFLE COURT 7.125 1,047.15 67
6.875 1,047.15 175,000.00
NEWARK DE 19702 2 12/23/96 00
0430122838 03 02/01/97 0
818025975 O 01/01/12
0
1549121 686/G01 F 65,000.00 ZZ
180 64,611.28 1
23524 TWIN SPRINGS LANE 7.650 608.12 58
7.400 608.12 113,000.00
DIAMOND BAR CA 91765 5 12/20/96 00
0430122846 01 02/01/97 0
818058356 O 01/01/12
0
1549201 181/181 F 50,000.00 ZZ
180 49,700.35 1
7520 MCGEE 8.000 477.83 59
7.750 477.83 85,000.00
KANSAS CITY MO 64114 5 12/09/96 00
5557852 05 02/01/97 0
5557852 O 01/01/12
0
1549203 963/G01 F 470,000.00 ZZ
180 468,626.66 1
1742 NW 124TH WAY 7.875 4,457.72 79
7.625 4,457.72 600,000.00
CORAL SPRINGS FL 33071 2 01/24/97 00
0430141150 03 03/01/97 0
970023 O 02/01/12
0
1549261 369/G01 F 270,000.00 ZZ
180 268,381.81 1
1
13914 LONE RIDER TRAIL 7.625 2,522.16 65
7.375 2,522.16 420,000.00
AUSTIN TX 78736 4 12/06/96 00
0430117598 05 02/01/97 0
49670227 O 01/01/12
0
1549316 601/G01 F 220,000.00 ZZ
180 218,666.99 1
15628 SUMMER SAGE ROAD 7.500 2,039.43 63
7.250 2,039.43 350,000.00
POWAY CA 92064 2 12/10/96 00
0430115626 05 02/01/97 0
1116066 O 01/01/12
0
1549338 601/G01 F 344,000.00 ZZ
180 341,892.80 1
805 CLOVER LANE SW 7.375 3,164.54 80
7.125 3,164.54 430,894.00
ROCHESTER MN 55902 2 12/19/96 00
0430118778 05 02/01/97 0
1116977 O 01/01/12
0
1549448 B24/G01 F 260,000.00 ZZ
180 259,206.12 1
238 THUNDER LAKE RD 7.375 2,391.80 64
7.125 2,391.80 410,000.00
WILTON CT 06897 1 01/24/97 00
0430126912 05 03/01/97 0
183940 O 02/01/12
0
1549525 575/G01 F 354,826.00 ZZ
180 351,729.27 1
39823 RIVER OAKS DRIVE 8.000 3,390.90 90
7.750 3,390.90 395,000.00
PONCHATOULA LA 70454 2 11/25/96 14
0430119933 05 01/01/97 25
445000167 O 12/01/11
0
1549588 077/077 F 335,000.00 ZZ
180 332,970.20 1
16759 KEHRS MILL ESTATES DRIVE 7.500 3,105.49 79
7.250 3,105.49 424,000.00
CHESTERFIELD MO 63005 2 12/23/96 00
292435 03 02/01/97 0
1
292435 O 01/01/12
0
1549598 E67/G01 F 305,000.00 T
180 303,191.98 1
60095 RIVER BLUFF TRAIL 7.750 2,870.89 79
7.500 2,870.89 389,000.00
BEND OR 97702 1 12/30/96 00
0430118562 03 02/01/97 0
5735 O 01/01/12
0
1549607 637/G01 F 236,000.00 ZZ
180 234,631.44 1
1577 DAVID LANE 8.000 2,255.34 80
7.750 2,255.34 295,000.00
MILPITAS CA 95035 2 12/11/96 00
0430131623 03 02/01/97 0
9517624 O 01/01/12
0
1549608 637/G01 F 270,000.00 ZZ
180 268,346.08 1
5675 DIABLO HILLS 7.375 2,483.80 79
7.125 2,483.80 342,000.00
TRES PINOS CA 95075 2 12/11/96 00
0430123521 03 02/01/97 0
9111378 O 01/01/12
0
1549610 637/G01 F 255,900.00 ZZ
180 254,383.03 1
8400 WILLOWLEAF 7.750 2,408.73 90
7.500 2,408.73 284,385.00
LAS VEGAS NV 89128 1 12/17/96 10
0430123604 03 02/01/97 25
9407610 O 01/01/12
0
1549613 637/G01 F 350,000.00 ZZ
180 347,925.22 1
11522 ARROW POINT DRIVE N.E. 7.750 3,294.47 47
7.500 3,294.47 745,000.00
BAINBRIDGE WA 98110 1 12/18/96 00
0430125237 05 02/01/97 0
4877973 O 01/01/12
0
1
1549665 286/286 F 242,000.00 ZZ
180 240,596.64 1
13511 KINGSBURY DR 8.000 2,312.68 90
7.750 2,312.68 270,874.00
CARMEL IN 46032 1 12/31/96 14
8599059 03 02/01/97 12
8599059 O 01/01/12
0
1549667 286/286 F 30,000.00 ZZ
180 29,816.22 1
1604 FARM LAKE DR 7.375 275.98 26
7.125 275.98 118,900.00
HOLLY SPRINGS NC 27540 1 12/16/96 00
8575793 05 02/01/97 0
8575793 O 01/01/12
0
1549670 286/286 F 305,600.00 ZZ
180 303,748.33 1
9230 OLDE WOODS CT 7.500 2,832.95 75
7.250 2,832.95 408,000.00
DAYTON OH 45458 2 12/26/96 00
UNKNOWN 05 02/01/97 0
UNKNOWN O 01/01/12
0
1549799 286/286 F 292,500.00 ZZ
180 290,708.27 1
1017 LYLEBOURNE CT 7.375 2,690.78 90
7.125 2,690.78 325,000.00
APEX NC 27502 1 12/11/96 10
8575774 03 02/01/97 12
8575774 O 01/01/12
0
1549833 975/G01 F 160,000.00 ZZ
120 159,113.16 1
19 WILLOWBROOK DRIVE 7.750 1,920.17 41
7.500 1,920.17 395,000.00
IRVINE CA 92714 2 01/03/97 00
0430123349 03 03/01/97 0
963113 O 02/01/07
0
1549942 893/G01 F 450,000.00 ZZ
180 450,000.00 1
857 CLEARFIELD DRIVE 7.375 4,139.65 71
7.125 4,139.65 635,000.00
1
MILLBRAE CA 94030 2 02/05/97 00
0430155952 05 04/01/97 0
1549942 O 03/01/12
0
1550014 575/G01 F 437,500.00 ZZ
180 434,934.85 1
12108 CATALINA STREET 7.875 4,149.47 68
7.625 4,149.47 650,000.00
LEAWOOD KS 66209 2 12/16/96 00
0430122895 03 02/01/97 0
429000200 O 01/01/12
0
1550060 253/253 F 255,000.00 ZZ
180 254,229.86 1
6561 CLIFFBROOK DR 7.500 2,363.89 57
7.250 2,363.89 450,000.00
DALLAS TX 75240 1 01/06/97 00
325152 05 03/01/97 0
325152 O 02/01/12
0
1550067 181/181 F 288,700.00 ZZ
180 287,007.29 1
2787 ATWOOD ROAD 7.875 2,738.18 75
7.750 2,738.18 385,000.00
ATLANTA GA 30305 5 12/19/96 00
5548268 05 02/01/97 0
5548268 O 01/01/12
0
1550070 181/181 F 486,000.00 ZZ
180 483,150.50 1
3601 BLUE KEY 7.875 4,609.47 69
7.750 4,609.47 710,000.00
NEWPORT BEACH CA 92625 2 12/17/96 00
5400872 05 02/01/97 0
5400872 O 01/01/12
0
1550071 286/286 F 335,000.00 ZZ
180 333,931.55 1
761 PINE TREE RD 6.875 2,987.72 64
6.625 2,987.72 524,000.00
HUMMELSTOWN PA 17036 2 01/03/97 00
8596732 03 03/01/97 0
8596732 O 02/01/12
0
1
1550113 E22/G01 F 254,600.00 ZZ
180 253,155.85 1
5415 FOX PATH LANE 8.250 2,469.98 75
8.000 2,469.98 339,475.00
HOFFMAN ESTATES IL 60192 1 12/31/96 00
0410173371 05 02/01/97 0
410173371 O 01/01/12
0
1550118 267/267 F 231,000.00 ZZ
180 229,600.29 1
1319 SOUTH MINNEWAWA AVENUE 7.500 2,141.40 77
7.250 2,141.40 300,000.00
FRESNO CA 93727 2 12/19/96 00
4421478 05 02/01/97 0
4421478 O 01/01/12
0
1550222 E82/G01 F 33,600.00 T
180 33,500.73 1
28 SHORE DRIVE 7.750 316.27 70
7.500 316.27 48,000.00
HAMPSTEAD NH 03841 1 01/10/97 00
0400023479 05 03/01/97 0
400023479 O 02/01/12
0
1550410 E82/G01 F 300,000.00 ZZ
180 299,073.91 1
9470 FOXFORD ROAD 7.250 2,738.59 60
7.000 2,738.59 508,000.00
CHANHASSEN MN 55317 2 12/30/96 00
0400022992 05 03/01/97 0
0400022992 O 02/01/12
0
1550479 637/G01 F 130,000.00 ZZ
180 129,278.78 1
4 NATHAN COURT 8.500 1,280.17 73
8.250 1,280.17 180,000.00
SYOSSET NY 11791 1 12/24/96 00
0430132746 05 02/01/97 0
9522491 O 01/01/12
0
1550588 439/439 F 51,000.00 ZZ
180 48,236.10 1
1
9538 COAST BRIDGE STREET 8.100 490.34 68
7.850 490.34 76,000.00
HOUSTON TX 77075 1 09/30/96 00
1866699 05 11/01/96 0
1866699 O 10/01/11
0
1550589 439/439 F 30,000.00 ZZ
180 29,378.70 1
403 33RD TERRACE SOUTHWEST 8.550 296.31 21
8.300 296.31 144,000.00
CAPE CORAL FL 33914 5 08/30/96 00
1870141 05 11/01/96 0
1870141 O 10/01/11
0
1550590 439/439 F 110,000.00 ZZ
180 107,917.96 1
96 S CRAGMONT AVE 8.050 1,054.40 63
7.800 1,054.40 174,603.00
SAN JOSE CA 95127 2 08/19/96 00
1870773 05 10/01/96 0
1870773 O 09/01/11
0
1550591 439/439 F 84,000.00 ZZ
180 82,775.28 1
1691 SAN LUCAS STREET 8.050 805.18 75
7.800 805.18 112,000.00
SEASIDE CA 93955 2 09/05/96 00
1871692 05 11/01/96 0
1871692 O 10/01/11
0
1550592 439/439 F 45,000.00 ZZ
180 44,610.68 1
860 SW 50TH AVE 8.100 432.65 48
7.850 432.65 95,000.00
MARGATE FL 33068 1 11/13/96 00
1877443 05 01/01/97 0
1877443 O 12/01/11
0
1550593 439/439 F 73,000.00 ZZ
180 71,866.02 1
3016 NORTH KENNETH AVENUE 8.300 710.33 59
8.050 710.33 125,000.00
CHICAGO IL 60641 5 10/21/96 00
1877909 05 12/01/96 0
1
1877909 O 11/01/11
0
1550594 439/439 F 25,000.00 ZZ
180 23,023.23 1
3590 BLUE LAKE DRIVE UNIT #505 8.250 242.54 72
BLDG A 8.000 242.54 35,000.00
POMPANO BEACH FL 33064 1 10/25/96 00
1877983 08 12/01/96 0
1877983 O 11/01/11
0
1550595 439/439 F 63,700.00 ZZ
180 63,146.46 1
4807 TAMARISK LANE 8.050 610.60 75
7.800 610.60 85,000.00
BELLAIRE TX 77401 1 11/20/96 00
1878558 05 01/01/97 0
1878558 O 12/01/11
0
1550596 439/439 F 201,000.00 ZZ
180 198,632.63 1
3960 N GARDNER AVENUE 7.900 1,909.28 75
7.650 1,909.28 268,000.00
MERCED CA 95340 2 10/18/96 00
1878986 05 12/01/96 0
1878986 O 11/01/11
0
1550597 439/439 F 84,000.00 ZZ
180 83,240.77 1
1015 NORMA COURT 7.600 783.48 55
7.350 783.48 155,000.00
CHULA VISTA CA 91911 2 10/28/96 00
1880319 05 01/01/97 0
1880319 O 12/01/11
0
1550598 439/439 F 235,000.00 ZZ
180 232,280.14 1
152 LESLIE DRIVE 8.100 2,259.37 45
7.850 2,259.37 525,000.00
SAN CARLOS CA 94070 2 10/24/96 00
1880669 05 12/01/96 0
1880669 O 11/01/11
0
1
1550599 439/439 F 46,000.00 ZZ
180 45,603.78 1
432 NW 47TH STREET 8.150 443.60 61
7.900 443.60 76,000.00
FORT LAUDERDALE FL 33309 1 11/08/96 00
1882035 05 01/01/97 0
1882035 O 12/01/11
0
1550601 439/439 F 99,000.00 ZZ
180 98,405.36 1
3839 NE 170TH STREET #B-6 7.600 923.38 75
7.350 923.38 132,000.00
NORTH MIAMI BEA FL 33160 1 12/18/96 00
1887734 01 02/01/97 0
1887734 O 01/01/12
0
1550631 356/G01 F 340,000.00 ZZ
180 339,006.52 1
407 OAK LANE 7.875 3,224.73 50
7.625 3,224.73 690,000.00
PLEASANTON CA 94566 1 12/19/96 00
0430125955 05 03/01/97 0
2392843 O 02/01/12
0
1550863 181/181 F 270,000.00 ZZ
180 268,346.10 1
16480 RUSTLING OAK COURT 7.375 2,483.79 72
7.125 2,483.79 380,000.00
MORGAN HILL CA 95037 2 12/13/96 00
9614592 05 02/01/97 0
9614592 O 01/01/12
0
1550952 E66/E66 F 285,000.00 ZZ
180 281,229.56 1
101 CHALON DRIVE 7.375 2,621.78 68
7.125 2,621.78 420,000.00
CARY NC 27511 2 12/26/96 00
600309813 03 02/01/97 0
600309813 O 01/01/12
0
1550966 B99/G01 F 260,000.00 ZZ
180 260,000.00 1
8 SHERBROOKE DRIVE 7.250 2,373.44 58
7.000 2,373.44 453,000.00
1
DOVER MA 02030 1 02/13/97 00
0430146852 05 04/01/97 0
LM975656 O 03/01/12
0
1551003 E33/G01 F 415,000.00 ZZ
180 415,000.00 1
925 BEVERLY PLACE 7.500 3,847.11 75
7.250 3,847.11 559,000.00
LAKE FOREST IL 60045 2 02/07/97 00
0430150284 05 04/01/97 0
320487248 O 03/01/12
0
1551016 367/367 F 340,000.00 ZZ
180 338,961.84 1
15120 SPRINGFIELD ROAD 7.375 3,127.74 79
7.125 3,127.74 435,000.00
DARNESTOWN MD 20874 2 01/07/97 00
75103680 05 03/01/97 0
75103680 O 02/01/12
0
1551055 E66/E66 F 400,000.00 ZZ
180 395,597.14 1
6908 RUNNINGBROOK TERRACE 7.625 3,736.52 73
7.375 3,736.52 550,262.00
WILMINGTON NC 28405 1 02/29/96 00
600275284 05 01/01/97 0
600275284 O 12/01/11
0
1551101 E66/E66 F 281,000.00 ZZ
180 279,215.17 1
2004 BURNTLEAF DRIVE 7.625 2,624.90 79
7.375 2,624.90 357,500.00
GREENSBORO NC 27410 2 03/22/96 00
6002599275 05 02/01/97 0
6002599275 O 01/01/12
0
1551133 A06/G01 F 285,000.00 ZZ
180 284,176.39 1
3263 WOODVIEW LAKE RD 8.000 2,723.61 75
7.750 2,723.61 385,000.00
WEST BLOOMFIELD MI 48323 5 01/16/97 00
0430123364 05 03/01/97 0
9610127 O 02/01/12
0
1
1551141 450/450 F 300,000.00 ZZ
180 299,133.04 1
22039 VILLAGE PINES DR 8.000 2,866.96 80
7.750 2,866.96 375,000.00
BEVERLY HILLS MI 48025 1 01/03/97 00
4295291 05 03/01/97 0
4295291 O 02/01/12
0
1551153 E22/G01 F 41,000.00 ZZ
180 40,886.68 2
3545 LAURETTE LANE 8.500 403.74 54
8.250 403.74 76,000.00
LAKE WORTH FL 33461 2 01/08/97 00
0410251508 05 03/01/97 0
410251508 O 02/01/12
0
1551170 E22/G01 F 168,200.00 ZZ
180 167,713.92 1
311 SWITZERLAND PARK ROAD 8.000 1,607.41 62
7.750 1,607.41 274,987.00
BOULDER CO 80302 5 01/08/97 00
0410311005 05 03/01/97 0
410311005 O 02/01/12
0
1551236 764/G01 F 232,500.00 ZZ
180 232,500.00 1
21407 EAST FORT BOWIE DRIVE 8.375 2,272.52 75
8.125 2,272.52 310,000.00
WALNUT CA 91789 2 01/31/97 00
0430153460 05 04/01/97 0
890561 O 03/01/12
0
1551237 624/G01 F 388,000.00 ZZ
180 388,000.00 1
3809 EAST THOUSANDS OAKS CIRCL 8.500 3,820.79 70
8.250 3,820.79 555,000.00
SALT LAKE CITY UT 84124 2 02/05/97 00
0430153726 05 04/01/97 0
65022160083 O 03/01/12
0
1551241 976/G01 F 458,800.00 ZZ
180 458,800.00 1
1
2518 ARLOTTA PLACE 8.500 4,517.99 68
8.250 4,517.99 680,000.00
PLEASANTON CA 94588 2 02/03/97 00
0430160390 03 04/01/97 0
361528 O 03/01/12
0
1551280 076/076 F 222,000.00 ZZ
180 220,683.98 1
401C DEDHAM STREET 7.750 2,089.64 40
7.500 2,089.64 564,000.00
NEWTON MA 02159 2 12/02/96 00
1239843 01 02/01/97 0
1239843 O 01/01/12
0
1551299 375/G01 F 150,000.00 ZZ
180 149,167.84 1
15 ELDORADO DRIVE 8.500 1,477.11 55
8.250 1,477.11 275,000.00
ROXBURY TWSP NJ 07876 2 12/12/96 00
0430133140 05 02/01/97 0
331705 O 01/01/12
0
1551300 076/076 F 450,000.00 ZZ
180 447,213.35 1
7767 BEAR CLAW LANE 7.250 4,107.88 65
7.000 4,107.88 700,000.00
BOZEMAN MT 59715 2 12/04/96 00
5578092 05 02/01/97 0
5578092 O 01/01/12
0
1551302 076/076 F 231,200.00 ZZ
180 229,678.27 1
6035 RILEY STREET 7.250 2,110.54 80
7.000 2,110.54 289,000.00
LAS VEGAS NV 89129 1 12/23/96 00
5820852 05 02/01/97 0
5820852 O 01/01/12
0
1551304 076/076 F 232,800.00 ZZ
180 231,358.38 1
72 NORTHCUTT LANE 7.250 2,125.14 80
7.000 2,125.14 291,000.00
STUTTGART AR 72160 2 12/20/96 00
6077872 05 02/01/97 0
1
6077872 O 01/01/12
0
1551312 076/076 F 312,375.00 ZZ
180 308,647.53 1
1632 WEST FORT ROAD 7.750 2,940.31 85
7.500 2,940.31 367,500.00
PARK CITY UT 84098 1 11/01/96 10
6627792 05 12/01/96 25
6627792 O 11/01/11
0
1551317 076/076 F 247,800.00 ZZ
180 245,589.47 1
7600 SAN REMO PLACE 7.750 2,332.48 72
7.500 2,332.48 347,539.00
ORLANDO FL 32835 1 11/27/96 00
6627902 03 01/01/97 0
6627902 O 12/01/11
0
1551322 076/076 F 222,000.00 ZZ
180 220,019.59 1
4601 HOLMEHURST WAY 7.750 2,089.64 78
7.500 2,089.64 285,000.00
BOWIE MD 20720 2 11/27/96 00
6632072 05 01/01/97 0
6632072 O 12/01/11
0
1551331 076/076 F 234,700.00 ZZ
180 233,323.92 1
3728 BELLAIRE BLVD 7.875 2,226.01 70
7.625 2,226.01 340,000.00
HOUSTON TX 77025 2 12/05/96 00
6665492 03 02/01/97 0
6665492 O 01/01/12
0
1551915 076/076 F 337,600.00 ZZ
180 334,621.13 1
1151 LOS ALTOS AVENUE 7.875 3,201.97 80
7.625 3,201.97 422,000.00
LONG BEACH CA 90815 2 11/26/96 00
6706692 05 01/01/97 0
6706692 O 12/01/11
0
1
1551919 076/076 F 342,000.00 ZZ
180 339,882.12 1
49 ROBINWOOD DRIVE 7.250 3,122.00 90
7.000 3,122.00 380,000.00
LITTLE ROCK AR 72227 1 12/11/96 12
6715292 05 02/01/97 12
6715292 O 01/01/12
0
1551920 076/076 F 265,600.00 ZZ
180 263,408.20 1
5320 HARBORAGE DRIVE 7.625 2,481.05 80
7.375 2,481.05 332,000.00
FT MYERS FL 33908 1 12/10/96 00
6729752 03 02/01/97 0
6729752 O 01/01/12
0
1551921 076/076 F 255,000.00 ZZ
180 252,022.75 1
3588 SUNNYDALE COURT 8.000 2,436.91 64
7.750 2,436.91 400,000.00
SAN JOSE CA 95117 2 11/26/96 00
6730192 05 01/01/97 0
6730192 O 12/01/11
0
1551922 076/076 F 247,050.00 ZZ
180 245,503.42 1
20 BLUE SPRUCE 7.125 2,237.86 80
6.875 2,237.86 308,873.00
IRVINE CA 92620 1 12/02/96 00
6749792 03 02/01/97 0
6749792 O 01/01/12
0
1551923 076/076 F 225,000.00 ZZ
180 223,235.44 1
7940 HIGH POINT DRIVE 7.500 2,085.78 75
7.250 2,085.78 300,000.00
JONESBORO GA 30236 5 12/06/96 00
6752332 05 02/01/97 0
6752332 O 01/01/12
0
1551924 076/076 F 244,800.00 ZZ
180 243,316.72 1
5 RIDGEVIEW COURT 7.500 2,269.33 80
7.250 2,269.33 308,000.00
1
LITTLE ROCK AR 72227 1 12/10/96 00
6757632 05 02/01/97 0
6757632 O 01/01/12
0
1551925 076/076 F 320,000.00 ZZ
180 317,960.45 1
1055 IRIS AVENUE 7.500 2,966.44 75
7.250 2,966.44 427,000.00
SUNNYVALE CA 94086 5 12/20/96 00
6758652 05 02/01/97 0
6758652 O 01/01/12
0
1551928 076/076 F 292,000.00 ZZ
180 290,249.97 1
71 WILD OAK LANE 7.625 2,727.66 59
7.375 2,727.66 500,000.00
DANVILLE CA 94506 2 12/17/96 00
6771532 03 02/01/97 0
6771532 O 01/01/12
0
1551929 076/076 F 286,400.00 ZZ
180 283,852.28 1
1871 SALEM COURT 7.875 2,716.36 80
7.625 2,716.36 358,000.00
DUNEDIN FL 34698 1 11/22/96 00
7053916 05 01/01/97 0
7053916 O 12/01/11
0
1551947 076/076 F 328,000.00 ZZ
120 320,460.24 1
1112 1/2 MITCHELL STREET 7.625 3,914.86 66
7.375 3,914.86 502,000.00
ANNAPOLIS MD 21403 2 11/21/96 00
7063617 05 01/01/97 0
7063617 O 12/01/06
0
1551952 076/076 F 224,000.00 ZZ
180 222,612.87 1
5132 EAST PRINCETON AVENUE 7.250 2,044.81 64
7.000 2,044.81 350,000.00
ENGLEWOOD CO 80110 2 12/13/96 00
6760042 05 02/01/97 0
6760042 O 01/01/12
0
1
1551958 076/076 F 328,500.00 ZZ
180 326,487.75 1
40 DOVE COURT 7.375 3,021.95 90
7.125 3,021.95 365,000.00
MCDONOUGH GA 30252 1 12/11/96 14
6911702 03 02/01/97 25
6911702 O 01/01/12
0
1551961 E73/G01 F 400,000.00 ZZ
180 397,576.35 1
21 SPAULDING PLACE 7.500 3,708.05 80
7.250 3,708.05 500,000.00
MONMOUTH BEACH NJ 07750 2 12/19/96 00
0430146522 05 02/01/97 0
4000013809 O 01/01/12
0
1551966 076/076 F 275,000.00 ZZ
180 273,369.81 1
49 SALMINEN DRIVE 7.750 2,588.51 53
7.500 2,588.51 520,000.00
LEICESTER MA 01524 5 12/09/96 00
7065797 05 02/01/97 0
7065797 O 01/01/12
0
1551975 G81/G01 F 60,000.00 ZZ
180 59,834.16 1
10940 SW 125 STREET 8.500 590.84 39
8.250 590.84 155,000.00
MIAMI FL 33176 1 01/31/97 00
0430148676 05 03/01/97 0
021701050 O 02/01/12
0
1551994 076/076 F 649,900.00 T
180 644,038.90 1
800 WINTERS CREEK ROAD 7.625 6,070.91 47
7.375 6,070.91 1,400,000.00
PALM CITY FL 34990 2 11/29/96 00
7067401 03 01/01/97 0
7067401 O 12/01/11
0
1551999 369/G01 F 237,750.00 ZZ
180 236,309.43 1
1
2410 WEST JAMISON WAY 7.500 2,203.98 80
7.250 2,203.98 297,194.00
LITTLETON CO 80120 1 12/30/96 00
0430137067 03 02/01/97 0
0049750763 O 01/01/12
0
1552000 076/076 F 285,000.00 ZZ
180 283,291.93 1
2151 IMPERIAL CIRCLE 7.625 2,662.27 72
7.375 2,662.27 400,000.00
NAPLES FL 34110 2 12/16/96 00
7068523 03 02/01/97 0
7068523 O 01/01/12
0
1552099 748/748 F 315,000.00 ZZ
180 312,596.51 1
247 SW 194TH PLACE 7.250 2,875.52 66
7.000 2,875.52 480,000.00
NORMANDY PARK WA 98166 2 12/23/96 00
108013694 03 02/01/97 0
108013694 O 01/01/12
0
1552109 450/450 F 500,000.00 T
180 498,489.94 1
5880 MIDNIGHT PASS RD 7.500 4,635.06 72
UNIT 801 7.250 4,635.06 700,000.00
SARASOTA FL 34242 1 01/10/97 00
3787306 06 03/01/97 0
3787306 O 02/01/12
0
1552184 387/387 F 129,600.00 ZZ
180 127,212.14 1
6802 WEST SHANNON STREET 8.000 1,238.53 80
7.750 1,238.53 162,000.00
CHANDLER AZ 85226 2 08/20/96 00
874800 03 10/01/96 0
874800 O 09/01/11
0
1552185 387/387 F 291,000.00 ZZ
180 289,236.79 1
2500 RIVERS ROAD 7.500 2,697.61 80
7.375 2,697.61 364,925.00
ATLANTA GA 30305 1 12/16/96 00
845495 05 02/01/97 0
1
845495 O 01/01/12
0
1552202 998/G01 F 55,000.00 ZZ
180 54,461.86 1
151 PUTNAM STREET 7.375 505.96 28
7.125 505.96 200,000.00
SAN FRANCISCO CA 94110 2 12/04/96 00
0430145557 07 02/01/97 0
99771420 O 01/01/12
0
1552206 998/G01 F 90,000.00 ZZ
180 89,466.48 1
3791 CAMPBELL PLACE 7.750 847.15 45
7.500 847.15 202,000.00
FREMONT CA 94536 2 12/06/96 00
0430145649 05 02/01/97 0
99416455 O 01/01/12
0
1552207 998/G01 F 200,000.00 ZZ
180 198,774.88 1
2039 VETERAN AVENUE 7.375 1,839.85 58
7.125 1,839.85 350,000.00
LOS ANGELES CA 90025 2 12/20/96 00
0430145714 05 02/01/97 0
99354805 O 01/01/12
0
1552215 998/G01 F 438,200.00 ZZ
180 433,797.75 1
273 EAST REBECCA DRIVE 7.375 4,031.11 70
7.125 4,031.11 626,000.00
SAN DIMAS CA 91773 1 11/27/96 00
0430145789 03 01/01/97 0
99175341 O 12/01/11
0
1552248 562/G01 F 225,000.00 ZZ
180 225,000.00 2
187 CROSS STREET UNIT #4 7.625 2,101.80 75
7.375 2,101.80 300,000.00
BRONX NY 10464 1 02/21/97 00
0430155945 07 04/01/97 0
531731 O 03/01/12
0
1
1552443 E22/G01 F 295,000.00 ZZ
180 294,128.45 1
9128 ADMIRALS POINTE COURT 7.750 2,776.76 65
7.500 2,776.76 455,000.00
INDIANAPOLIS IN 46236 2 01/10/97 00
0410278824 03 03/01/97 0
410278824 O 02/01/12
0
1552487 181/181 F 250,000.00 ZZ
180 248,485.20 1
19072 RIDGEVIEW ROAD 7.500 2,317.54 52
7.250 2,317.54 490,000.00
VILLA PARK CA 92681 1 12/24/96 00
5394856 05 02/01/97 0
5394856 O 01/01/12
0
1552662 181/181 F 280,000.00 ZZ
180 277,260.03 1
165 TRAIL POINT 7.250 2,556.02 70
7.000 2,556.02 405,000.00
DUNWOODY GA 30350 5 12/24/96 00
5549388 05 02/01/97 0
5549388 O 01/01/12
0
1552702 998/G01 F 393,750.00 ZZ
180 391,441.35 1
311 SHARON ROAD 7.875 3,734.53 73
7.625 3,734.53 545,000.00
ARCADIA CA 91006 1 12/19/96 00
0430145748 05 02/01/97 0
59742270 O 01/01/12
0
1552706 998/G01 F 170,000.00 ZZ
180 167,971.44 1
416 EMERALD BAY 7.750 1,600.17 18
7.500 1,600.17 980,000.00
LAGUNA BEACH CA 92651 2 10/24/96 00
0430145763 03 12/01/96 0
99173965 O 11/01/11
0
1552710 998/G01 F 113,000.00 ZZ
180 111,969.75 1
23211 STELLA COURT 7.500 1,047.53 52
7.250 1,047.53 220,000.00
1
LAKE FOREST CA 92630 2 11/21/96 00
0430145771 05 01/01/97 0
99175036 O 12/01/11
0
1552783 369/G01 F 254,000.00 ZZ
180 252,444.10 1
7355 LOMA VISTA ROAD 7.375 2,336.61 72
7.125 2,336.61 355,000.00
VENTURA CA 93003 5 12/27/96 00
0430137034 05 02/01/97 0
UNKNOWN O 01/01/12
0
1552859 E22/G01 F 195,000.00 ZZ
180 194,472.96 1
29731 CANTERBURY COURT 8.750 1,948.92 75
8.500 1,948.92 260,000.00
FARMINGTON HILL MI 48331 1 01/15/97 00
0410343503 05 03/01/97 0
410343503 O 02/01/12
0
1552887 559/G01 F 207,000.00 ZZ
180 206,414.93 1
5485 SHATTUCK AVENUE 8.250 2,008.20 75
8.000 2,008.20 277,000.00
FREMONT CA 94555 2 01/09/97 00
0430140251 03 03/01/97 0
5417951 O 02/01/12
0
1552888 559/G01 F 336,000.00 ZZ
180 335,007.31 1
19352 SHUBERT DRIVE 7.750 3,162.69 57
7.500 3,162.69 598,000.00
SARATOGA CA 95070 2 01/10/97 00
0430133348 05 03/01/97 0
5421672 O 02/01/12
0
1552900 267/267 F 270,000.00 ZZ
180 269,202.30 1
342 TRALEE LANE 7.750 2,541.45 78
7.500 2,541.45 350,000.00
ALAMEDA CA 94502 2 01/08/97 00
4421363 05 03/01/97 0
4421363 O 02/01/12
0
1
1552901 267/267 F 250,000.00 ZZ
120 248,585.20 1
312 CABRILLO ROAD 7.375 2,951.26 74
7.125 2,951.26 340,000.00
ARCADIA CA 91007 5 01/07/97 00
4436774 05 03/01/97 0
4436774 O 02/01/07
0
1552908 A06/G01 F 432,750.00 ZZ
180 431,471.46 1
8 SOUTH DEEPLANDS 7.750 4,073.38 71
7.500 4,073.38 609,500.00
GROSSE POINTE S MI 48236 2 01/23/97 00
0430131557 05 03/01/97 0
9610406 O 02/01/12
0
1552928 181/181 F 189,000.00 ZZ
180 188,422.90 1
10630 MONTCLAIRE WAY 7.375 1,738.66 60
7.125 1,738.66 315,000.00
DULUTH GA 30155 1 01/03/97 00
5550670 03 03/01/97 0
5550670 O 02/01/12
0
1553061 686/G01 F 260,000.00 ZZ
180 258,455.34 1
304 HELIOTROPE AVENUE 7.725 2,443.60 46
7.475 2,443.60 575,000.00
NEWPORT BEACH CA 92625 5 12/10/96 00
0430139238 05 02/01/97 0
817852510 O 01/01/12
0
1553062 686/G01 F 100,000.00 ZZ
180 99,386.11 1
60 DAVIS ROAD 7.350 918.51 72
7.100 918.51 140,000.00
MERRIMACK NH 03054 2 12/24/96 00
0430138917 05 02/01/97 0
817890064 O 01/01/12
0
1553063 686/G01 F 280,000.00 ZZ
180 278,340.16 2
1
373-375 BELLAIRE STREET 7.750 2,635.58 61
7.500 2,635.58 460,000.00
DEL MAR CA 92014 2 12/23/96 00
0430139444 05 02/01/97 0
817962533 O 01/01/12
0
1553064 686/G01 F 200,000.00 ZZ
180 198,090.55 1
1440 CATLIN WAY 7.375 1,839.85 45
7.125 1,839.85 448,000.00
DRESHER PA 19025 1 12/30/96 00
0430138925 05 02/01/97 0
818025637 O 01/01/12
0
1553065 686/G01 F 150,000.00 ZZ
180 149,149.15 1
13091 PARKSIDE TERRACE 8.250 1,455.22 57
8.000 1,455.22 264,990.00
COOPER CITY FL 33330 1 12/30/96 00
0430138958 03 02/01/97 0
818033102 O 01/01/12
0
1553066 686/G01 F 56,250.00 ZZ
180 55,923.80 1
6540 GARFIELD STREET 8.000 537.56 75
7.750 537.56 75,000.00
HOLLYWOOD FL 33024 1 12/31/96 00
0430138982 05 02/01/97 0
818033730 O 01/01/12
0
1553079 686/G01 F 100,500.00 ZZ
180 100,195.14 1
740 NW 30 AVENUE 7.450 928.80 75
7.200 928.80 134,000.00
MIAMI FL 33125 2 12/30/96 00
0430139410 05 03/01/97 0
817804313 O 02/01/12
0
1553084 686/G01 F 78,750.00 ZZ
180 78,255.94 1
1209 89TH STREET 7.100 712.24 75
6.850 712.24 105,000.00
NORTH BERGEN NJ 07047 1 12/31/96 00
0430138834 05 02/01/97 0
1
817780943 O 01/01/12
0
1553085 686/G01 F 56,000.00 ZZ
180 55,843.47 1
10 CAROLE AVENUE 8.375 547.36 46
8.125 547.36 122,000.00
OAK BLUFFS MA 02557 1 01/03/97 00
0430138859 05 03/01/97 0
817921455 O 02/01/12
0
1553087 686/G01 F 127,000.00 ZZ
180 126,632.99 1
12603 FARNELL DR 8.000 1,213.68 74
7.750 1,213.68 172,500.00
SILVER SPRING MD 20906 2 12/31/96 00
0430140368 05 03/01/97 0
818026593 O 02/01/12
0
1553094 686/G01 F 35,000.00 ZZ
180 34,897.05 1
3105 OLD POST DRIVE 7.800 330.45 22
7.550 330.45 159,750.00
BALTIMORE MD 21208 1 01/08/97 00
0430138628 09 03/01/97 0
817596414 O 02/01/12
0
1553095 686/G01 F 63,000.00 ZZ
180 62,814.61 1
251 GREENBROOK DRIVE, 7.795 594.63 71
UNIT #29-6 BUILDING 29 7.545 594.63 89,500.00
STOUGHTON MA 02072 2 01/03/97 00
0430138636 01 03/01/97 0
818020281 O 02/01/12
0
1553096 686/G01 F 45,000.00 ZZ
180 44,865.87 1
8835 N 47TH LANE 7.650 421.01 53
7.400 421.01 86,003.00
GLENDALE AZ 85302 1 01/07/97 00
0430138651 09 03/01/97 0
818037244 O 02/01/12
0
1
1553098 686/G01 F 52,500.00 ZZ
180 52,340.04 1
5645 SW 80TH STREET, 7.400 483.71 75
UNIT 118-A 7.150 483.71 70,000.00
MIAMI FL 33143 1 01/09/97 00
0430139246 01 03/01/97 0
817450752 O 02/01/12
0
1553099 686/G01 F 200,000.00 ZZ
180 199,415.60 1
78552 LINKS DRIVE 7.875 1,896.90 57
7.625 1,896.90 354,089.00
PALM DESERT CA 92211 1 01/06/97 00
0430139253 03 03/01/97 0
817867633 O 02/01/12
0
1553100 686/G01 F 268,000.00 ZZ
180 267,190.60 1
19307 SHERWOOD GREEN WAY 7.500 2,484.40 67
7.250 2,484.40 400,000.00
GAITHERSBURG MD 20879 2 01/03/97 00
0430139261 03 03/01/97 0
818025595 O 02/01/12
0
1553107 686/G01 F 114,600.00 ZZ
180 114,261.41 1
11606 BONAVENTURE PL 7.750 1,078.71 46
7.500 1,078.71 253,000.00
UPPER MARLBORO MD 20772 2 01/08/97 00
0430139733 05 03/01/97 0
818027575 O 02/01/12
0
1553120 601/G01 F 220,000.00 ZZ
180 218,607.75 1
1243 IDLEWOOD DR 7.000 1,977.43 62
6.750 1,977.43 358,000.00
ASHEBORO NC 27203 2 12/27/96 00
0430135244 05 02/01/97 0
1115494 O 01/01/12
0
1553125 686/G01 F 105,000.00 ZZ
180 104,693.72 1
205 MATHER ROAD 7.895 997.09 75
7.645 997.09 140,000.00
1
JENKINTOWN PA 19046 1 01/02/97 00
0430139881 05 03/01/97 0
817786056 O 02/01/12
0
1553126 686/G01 F 61,000.00 ZZ
180 60,817.38 1
980 CASTLEROCK ROAD 7.600 568.95 15
7.350 568.95 425,000.00
WALNUT CREEK CA 94598 2 12/20/96 00
0430139980 05 03/01/97 0
817871064 O 02/01/12
0
1553127 686/G01 F 269,000.00 ZZ
180 267,384.28 1
7411 BLOSSOMWOOD AVENUE 7.600 2,508.98 73
7.350 2,508.98 369,000.00
SEBASTOPOL CA 95472 1 12/06/96 00
0430139998 05 02/01/97 0
817878341 O 01/01/12
0
1553128 686/G01 F 257,100.00 ZZ
180 256,365.20 1
4240 SW 156TH PLACE 8.125 2,475.58 70
7.875 2,475.58 370,000.00
MIAMI FL 33185 5 12/27/96 00
0430140004 05 03/01/97 0
818032401 O 02/01/12
0
1553130 686/G01 F 36,400.00 ZZ
180 36,120.48 1
6342 MORSE AVENUE NO.107 7.600 339.51 70
7.350 339.51 52,000.00
NORTH HOLLYWOOD CA 91606 1 12/30/96 00
0430140020 01 02/01/97 0
817532757 O 01/01/12
0
1553145 181/181 F 232,900.00 ZZ
180 232,188.86 1
4411 SHADOW GLEN DRIVE 7.375 2,142.50 90
7.250 2,142.50 261,000.00
DALLAS TX 75287 2 01/08/97 11
5553032 03 03/01/97 12
5553032 O 02/01/12
0
1
1553171 686/G01 F 286,200.00 ZZ
180 285,373.28 1
1441 PELHAM ROAD 8.005 2,735.91 90
7.755 2,735.91 318,000.00
WELLINGTON FL 33414 1 01/15/97 10
0430140152 05 03/01/97 12
817810120 O 02/01/12
0
1553175 686/G01 F 150,000.00 ZZ
180 149,585.39 1
10899 KING BAY DRIVE 8.500 1,477.11 52
8.250 1,477.11 291,020.00
BOCA RATON FL 33498 1 01/15/97 00
0430140319 03 03/01/97 0
817907595 O 02/01/12
0
1553177 686/G01 F 50,000.00 ZZ
180 49,852.28 1
2606 EXPLORER COVE 7.750 470.64 33
7.500 470.64 155,000.00
PORT HUENEME CA 93041 5 01/10/97 00
0430139329 03 03/01/97 0
817920556 O 02/01/12
0
1553178 686/G01 F 250,500.00 ZZ
180 249,756.65 1
15848 BROAD OAKS ROAD 7.700 2,350.73 75
7.450 2,350.73 334,000.00
EL CAJON CA 92021 1 01/07/97 00
0430139345 05 03/01/97 0
818014219 O 02/01/12
0
1553179 686/G01 F 200,000.00 ZZ
180 199,403.88 1
1200 PACHECO STREET 7.650 1,871.12 60
7.400 1,871.12 335,000.00
SAN FRANCISCO CA 94116 2 01/02/97 00
0430139360 05 03/01/97 0
818022832 O 02/01/12
0
1553180 686/G01 F 120,000.00 ZZ
180 119,312.50 1
1
254 SANDRINGHAM ROAD 8.125 1,155.46 65
7.875 1,155.46 185,000.00
CHERRY HILL NJ 08003 5 01/10/97 00
0430139386 05 03/01/97 0
818028011 O 02/01/12
0
1553182 686/G01 F 35,000.00 ZZ
180 34,901.08 1
14544 MISTY MEADOW LANE 8.250 339.55 70
8.000 339.55 50,000.00
HOUSTON TX 77079 1 01/13/97 00
0430139196 09 03/01/97 0
818042491 O 02/01/12
0
1553184 686/G01 F 98,000.00 ZZ
180 97,709.18 1
131 BRUNSWICK STREET 7.700 919.65 45
7.450 919.65 220,000.00
SAN FRANCISCO CA 94112 5 01/02/97 00
0430139220 07 03/01/97 0
818070278 O 02/01/12
0
1553188 601/G01 F 220,000.00 ZZ
180 218,637.63 1
1815 BUCKINGHAM GREEN 7.250 2,008.30 77
7.000 2,008.30 287,999.00
ST CHARLES MO 63303 4 12/10/96 00
0430146720 03 02/01/97 0
1116250 O 01/01/12
0
1553192 B57/G01 F 226,400.00 ZZ
180 225,723.70 1
2062 REDCLIFF STREET 7.625 2,114.88 80
7.375 2,114.88 283,000.00
LOS ANGELES CA 90039 1 01/20/97 00
0430139451 05 03/01/97 0
9710002 O 02/01/12
0
1553207 664/G01 F 246,000.00 ZZ
180 245,265.17 1
539 MONTEREY ROAD 7.625 2,297.96 80
7.375 2,297.96 307,500.00
PACIFICA CA 94044 1 01/10/97 00
0430138271 03 03/01/97 0
1
2154821 O 02/01/12
0
1553362 181/181 F 230,000.00 ZZ
180 229,349.93 1
260 PLANTATION WAY 8.250 2,231.32 58
8.000 2,231.32 400,000.00
ROSWELL GA 30075 5 01/03/97 00
5552214 05 03/01/97 0
5552214 O 02/01/12
0
1553391 E22/G01 F 275,000.00 ZZ
180 274,030.68 1
555 CACTUS FLATS ROAD 7.625 2,568.86 62
7.375 2,568.86 450,000.00
CARBONDALE CO 81623 5 01/15/97 00
0410321533 05 03/01/97 0
410321533 O 02/01/12
0
1553554 685/G01 F 85,500.00 ZZ
180 85,252.92 1
6776 CERRITOS AVENUE 8.000 817.08 75
7.750 817.08 114,000.00
LONG BEACH CA 90805 2 01/15/97 00
0430137174 05 03/01/97 0
106639 O 02/01/12
0
1553571 964/G01 F 463,650.00 ZZ
180 460,809.87 1
5 MONCADA WAY 7.375 4,265.23 70
7.125 4,265.23 662,500.00
SAN RAFAEL CA 94901 1 12/23/96 00
0430134148 05 02/01/97 0
21726 O 01/01/12
0
1553573 964/G01 F 287,000.00 ZZ
180 285,279.93 1
22 PALOMINO ROAD 7.625 2,680.96 72
7.375 2,680.96 400,000.00
NOVATO CA 94947 2 12/16/96 00
0430134072 03 02/01/97 0
21709 O 01/01/12
0
1
1553643 575/G01 F 318,650.00 ZZ
180 316,761.06 1
448 DISCOVERY ROAD 7.750 2,999.38 79
7.500 2,999.38 407,000.00
VIRGINIA BEACH VA 23451 2 12/23/96 00
0430136937 05 02/01/97 0
962225134 O 01/01/12
0
1553706 G81/G01 F 95,000.00 ZZ
180 95,000.00 2
3188-3190 OAK AVENUE 8.375 928.55 65
8.125 928.55 148,000.00
MIAMI FL 33133 2 02/12/97 00
0430151530 05 04/01/97 0
UNKNOWN O 03/01/12
0
1553861 480/G01 F 183,000.00 ZZ
180 182,465.28 1
810 LINCOLN AVENUE 7.875 1,735.66 72
7.625 1,735.66 255,000.00
GLENWOOD SPRING CO 81601 2 01/17/97 00
0430146241 05 03/01/97 0
1879345 O 02/01/12
0
1553943 F03/G01 F 270,000.00 ZZ
180 270,000.00 1
27002 PILGRIM ROAD 7.750 2,541.45 60
7.500 2,541.45 450,000.00
REDLANDS CA 92373 4 02/19/97 00
0430166652 05 04/01/97 0
LAG10191 O 03/01/12
0
1554005 313/G01 F 280,000.00 ZZ
180 279,190.84 1
120 WOODMERE TRAIL 8.000 2,675.83 70
7.750 2,675.83 400,000.00
MACON GA 31210 5 01/20/97 00
0430136739 05 03/01/97 0
5987318 O 02/01/12
0
1554023 E22/G01 F 285,000.00 ZZ
180 284,212.24 1
2129 TWIN MILL LANE 8.500 2,806.51 71
8.250 2,806.51 404,000.00
1
OAKTON VA 22124 2 01/21/97 00
0410338594 05 03/01/97 0
410338594 O 02/01/12
0
1554096 208/G01 F 400,000.00 ZZ
180 398,778.64 1
1266 CANYON ROAD 7.375 3,679.69 68
7.125 3,679.69 590,000.00
SANTA FE NM 87501 1 01/29/97 00
0430149757 05 03/01/97 0
34140 O 02/01/12
0
1554098 253/253 F 350,000.00 ZZ
180 348,965.95 1
2706 CLOVER LANE 7.750 3,294.47 78
7.500 3,294.47 450,000.00
DALWORTHINGTON TX 76016 2 01/16/97 00
313459 05 03/01/97 0
313459 O 02/01/12
0
1554108 B99/G01 F 243,500.00 ZZ
180 243,500.00 1
16 SHASTA DRIVE 8.125 2,344.62 44
7.875 2,344.62 560,000.00
NORTH READING MA 01867 2 02/24/97 00
0430156133 05 04/01/97 0
LM965612 O 03/01/12
0
1554135 267/267 F 392,000.00 ZZ
180 390,776.64 1
26505 DEEPBROOK DRIVE 7.125 3,550.86 80
6.875 3,550.86 490,000.00
RANCHO PALOS VE CA 90275 2 01/13/97 00
4441559 05 03/01/97 0
4441559 O 02/01/12
0
1554257 964/G01 F 292,000.00 ZZ
180 290,306.69 1
35 FERNWOOD WAY 8.000 2,790.51 52
7.750 2,790.51 563,000.00
SAN RAFAEL CA 94901 2 12/27/96 00
0430140434 05 02/01/97 0
21895 O 01/01/12
0
1
1554299 025/025 F 348,280.00 ZZ
180 326,268.96 1
24477 HARBOUR VIEW 7.125 3,154.83 80
6.875 3,154.83 435,355.00
PONTE VEDRA BCH FL 32082 1 07/17/95 00
624358 03 09/01/95 0
624358 O 08/01/10
0
1554314 025/025 F 408,188.59 ZZ
116 361,960.55 1
1250 CREIGHTON BLUFF LANE 7.250 4,904.99 64
7.000 4,904.99 643,000.00
JACKSONVILLE FL 32223 2 08/01/95 00
UNKNOWN 05 10/01/95 0
UNKNOWN O 05/01/05
0
1554327 025/025 F 250,990.78 ZZ
161 209,780.67 1
847 SORRENTO ROAD 7.000 2,408.16 65
6.750 2,408.16 390,000.00
JACKSONVILLE FL 32207 2 11/29/93 00
UNKNOWN 05 01/01/94 0
UNKNOWN O 05/01/07
0
1554339 246/G01 F 456,000.00 ZZ
180 454,637.87 1
313 QUARTER TRACK 7.625 4,259.63 80
7.375 4,259.63 570,000.00
YORKTOWN VA 23693 4 01/21/97 00
0430143420 05 03/01/97 0
021099 O 02/01/12
0
1554359 601/G01 F 220,000.00 ZZ
180 218,592.66 1
2927 FOREST AVENUE 6.875 1,962.08 44
6.625 1,962.08 500,600.00
BERKELEY CA 94705 1 12/26/96 00
0430139725 05 02/01/97 0
11163490 O 01/01/12
0
1554368 387/387 F 288,750.00 ZZ
180 287,038.31 1
1
3611 WEST 227TH STREET 7.750 2,717.93 75
7.500 2,717.93 385,000.00
TORRANCE CA 90505 1 12/26/96 00
853937 05 02/01/97 0
853937 O 01/01/12
0
1554370 025/025 F 245,700.00 ZZ
172 234,904.76 1
12288 ARBOR DRIVE 7.500 2,335.34 74
7.250 2,335.34 335,000.00
PONTE VEDRA BEA FL 32082 2 01/24/96 00
UNKNOWN 03 03/01/96 0
UNKNOWN O 06/01/10
0
1554371 387/387 F 150,000.00 ZZ
180 149,149.17 1
1568 EAST PALM AVENUE 8.250 1,455.21 75
8.000 1,455.21 200,000.00
EL SEGUNDO CA 90245 1 12/18/96 00
848515 05 02/01/97 0
848515 O 01/01/12
0
1554372 387/387 F 380,000.00 ZZ
180 377,844.56 1
908 PILPAR PLACE 8.250 3,686.53 80
8.000 3,686.53 475,000.00
PACIFICA CA 94015 2 12/20/96 00
849950 05 02/01/97 0
849950 O 01/01/12
0
1554373 686/G01 F 51,375.00 ZZ
180 51,223.88 1
6147 W. MARSHALL AVE #201 7.800 485.06 75
7.550 485.06 68,500.00
CHICAGO RIDGE IL 60415 1 01/23/97 00
0430139071 01 03/01/97 0
817267693 O 02/01/12
0
1554377 387/387 F 236,500.00 ZZ
180 235,098.04 1
1884 WHISPERING CIRCLE 7.750 2,226.12 80
7.500 2,226.12 295,635.00
HENDERSON NV 89014 1 12/19/96 00
847376 03 02/01/97 0
1
847376 O 01/01/12
0
1554378 025/025 F 258,800.00 ZZ
180 241,702.24 1
4159 CLEARWATER LANE 7.125 2,344.29 80
6.875 2,344.29 323,500.00
JACKSONVILLE FL 32223 1 06/12/95 00
624235 05 08/01/95 0
624235 O 07/01/10
0
1554392 025/025 F 390,000.00 T
180 380,265.93 1
100 SPINNAKERS REACH DR 7.375 3,587.70 80
302 7.125 3,587.70 487,595.00
PONTE VEDRA BEA FL 32082 1 06/14/96 00
250504 01 08/01/96 0
250504 O 07/01/11
0
1554395 356/G01 F 650,000.00 ZZ
180 648,100.70 1
1678 ORVIETO COURT 7.875 6,164.93 60
7.625 6,164.93 1,100,000.00
PLEASANTON CA 94566 2 01/03/97 00
0430147355 05 03/01/97 0
2395127 O 02/01/12
0
1554443 686/G01 F 64,500.00 ZZ
180 64,308.60 1
1987 SOUTH BALSAM STREET 7.700 605.28 75
7.450 605.28 86,000.00
LAKEWOOD CO 80227 1 01/16/97 00
0430139089 03 03/01/97 0
817498686 O 02/01/12
0
1554446 181/181 F 253,000.00 ZZ
180 252,235.91 1
358 BROOKS ROAD 7.500 2,345.34 74
7.250 2,345.34 345,000.00
BROOKS GA 30205 2 01/15/97 00
5552621 05 03/01/97 0
5552621 O 02/01/12
0
1
1554447 375/G01 F 245,000.00 ZZ
180 242,838.18 1
11775 PONY EXPRESS RD 7.875 2,323.71 31
7.625 2,323.71 815,000.00
ELBERT CO 80106 2 11/19/96 00
0430148148 05 01/01/97 0
0000420358 O 12/01/11
0
1554456 181/181 F 254,000.00 ZZ
180 253,224.43 1
6155 RIVIERA LANE 7.375 2,336.61 73
7.125 2,336.61 350,000.00
SHOREWOOD MN 55331 2 01/10/97 00
5532850 05 03/01/97 0
5532850 O 02/01/12
0
1554477 181/181 F 330,000.00 ZZ
180 328,992.37 1
3908 SWEET BOTTOM DRIVE 7.375 3,035.75 74
7.125 3,035.75 450,000.00
DULUTH GA 30136 1 01/10/97 00
9610389 03 03/01/97 0
9610389 O 02/01/12
0
1554635 025/025 F 500,000.00 ZZ
180 489,569.44 1
8034 PEBBLE CREEK LANE WEST 7.875 4,742.25 71
7.625 4,742.25 708,000.00
PONTE VEDRA BEA FL 32082 1 07/29/96 00
283158 03 09/01/96 0
283158 O 08/01/11
0
1554636 025/025 F 250,000.00 ZZ
120 148,126.81 1
5903 SAXONY WOODS LANE 8.875 3,150.01 38
8.625 3,150.01 675,000.00
JACKSONVILLE FL 32211 2 12/17/91 00
622393 05 02/01/92 0
622393 O 01/01/02
0
1554639 025/025 F 485,437.73 ZZ
156 353,460.86 1
9080 MARSH VIEW COURT 7.800 4,960.89 59
7.550 4,960.89 825,000.00
1
PONTE VERDE BEA FL 32087 2 02/27/92 00
622444 03 04/01/92 0
622444 O 03/01/05
0
1554642 025/025 F 260,000.00 ZZ
180 246,829.86 1
24472 HARBOUR VIEW DR 7.500 2,410.23 74
7.250 2,410.23 355,000.00
PONTE VERDE BEA FL 32082 1 10/27/95 00
624708 03 12/01/95 0
624708 O 11/01/10
0
1554660 025/025 F 331,406.25 ZZ
155 239,192.26 1
11043 RIVERPORT DRIVE WEST 7.125 3,276.70 76
6.875 3,276.70 440,000.00
JACKSONVILLE FL 32223 2 05/27/93 00
622191 05 07/01/93 0
622191 O 05/01/06
0
1554746 195/G01 F 310,000.00 ZZ
180 309,084.12 1
1 TIDEWATER DR 7.750 2,917.96 69
7.500 2,917.96 450,000.00
SEAFORD DE 19973 5 01/15/97 00
0430142273 05 03/01/97 0
52022 O 02/01/12
0
1554752 637/G01 F 75,000.00 ZZ
180 74,778.41 1
22 WEST END AVENUE 7.750 705.96 34
7.500 705.96 221,000.00
MASSAPEQUA NY 11758 1 01/24/97 00
0430141929 05 03/01/97 0
9523515 O 02/01/12
0
1554757 267/267 F 302,000.00 ZZ
180 301,047.20 1
7301 MEADOWS OF THE KERN DRIVE 7.000 2,714.47 57
6.750 2,714.47 535,000.00
BAKERSFIELD CA 93308 2 01/14/97 00
4433386 03 03/01/97 0
4433386 O 02/01/12
0
1
1554763 998/G01 F 352,425.00 ZZ
180 351,348.91 1
10461 PLUMTREE LANE 7.375 3,242.04 75
7.125 3,242.04 469,900.00
LOS ANGELES CA 91326 1 01/02/97 00
0430141960 03 03/01/97 0
99451668 O 02/01/12
0
1554796 181/181 F 550,000.00 ZZ
180 548,302.17 1
18882 BELLGROVE CIRCLE 7.250 5,020.75 67
7.125 5,020.75 821,322.00
SARATOGA CA 95070 1 01/07/97 00
NG 05 03/01/97 0
NG O 02/01/12
0
1554799 181/181 F 130,000.00 ZZ
180 129,615.92 1
314 SAN MATEO COURT 7.750 1,223.66 65
7.500 1,223.66 200,000.00
IRVING TX 75062 1 01/17/97 00
5551005 05 03/01/97 0
5551005 O 02/01/12
0
1554803 181/181 F 260,000.00 T
180 258,475.57 1
3 BRUEN PLACE 7.875 2,465.97 73
7.625 2,465.97 359,000.00
KENNEBUNK MA 04043 1 12/12/96 00
5560411 05 02/01/97 0
5560411 O 01/01/12
0
1554824 757/G01 F 70,000.00 ZZ
180 69,799.94 1
3040 GOVERNORS AVENUE 8.125 674.02 57
7.875 674.02 124,000.00
DULUTH GA 30136 1 01/31/97 00
0430145284 05 03/01/97 0
2891661 O 02/01/12
0
1554839 025/025 F 224,000.00 T
162 180,285.43 1
1
3 SAWGRASS DRIVE SOUTH 8.375 2,312.97 60
8.125 2,312.97 377,000.00
PONTE VEDRA BEA FL 32082 1 01/29/93 00
622266 03 03/01/93 0
622266 O 08/01/06
0
1554871 759/G01 F 320,000.00 ZZ
180 320,000.00 1
176 LOWELL DRIVE 7.500 2,966.44 78
7.250 2,966.44 415,000.00
DANVILLE CA 94526 2 02/12/97 00
0430163329 03 04/01/97 0
5354112904 O 03/01/12
0
1554949 313/G01 F 335,200.00 ZZ
180 334,220.54 1
3347 258TH AVE SE 7.875 3,179.21 80
7.625 3,179.21 419,000.00
ISSAQUAH WA 98029 1 01/20/97 00
0430141556 03 03/01/97 0
5998638 O 02/01/12
0
1554970 450/450 F 250,000.00 T
180 248,293.40 1
4282 NW 62ND ROAD 8.250 2,425.35 64
8.000 2,425.35 392,550.00
BOCA RATON FL 33496 1 01/17/97 00
3787009 03 03/01/97 0
3787009 O 02/01/12
0
1555002 076/076 F 292,000.00 ZZ
180 290,306.69 1
6028 VINEYARD AVENUE 8.000 2,790.51 80
7.750 2,790.51 366,000.00
RANCHO CUCAMONG CA 91701 2 12/19/96 00
7071498 05 02/01/97 0
7071498 O 01/01/12
0
1555004 025/025 F 244,000.00 ZZ
180 243,263.09 1
3992 ST ANDREWS SQUARE 7.500 2,261.91 81
7.250 2,261.91 304,940.00
DULUTH GA 30136 1 01/15/97 95
522608 03 03/01/97 0
1
522608 O 02/01/12
0
1555010 025/025 F 304,800.00 ZZ
176 263,249.11 1
12099 ALADDIN ROAD 7.250 2,817.51 65
7.000 2,817.51 475,000.00
JACKSONVILLE FL 32256 1 12/03/93 00
623156 05 02/01/94 0
623156 O 09/01/08
0
1555146 356/G01 F 292,000.00 ZZ
180 291,156.16 1
154 ALMERIA AVENUE 8.000 2,790.51 68
7.750 2,790.51 430,000.00
FREMONT CA 94539 2 01/10/97 00
0430145417 05 03/01/97 0
2383685 O 02/01/12
0
1555343 025/025 F 356,500.00 ZZ
180 355,423.33 1
405 CHAMPIONS VIEW DRIVE 7.500 3,304.80 75
7.250 3,304.80 477,000.00
ALPHARETTA GA 30201 2 01/17/97 00
831387 03 03/01/97 0
831387 O 02/01/12
0
1555344 025/025 F 331,900.00 ZZ
180 330,886.57 1
9203 HERITAGE DRIVE 7.375 3,053.23 66
7.125 3,053.23 505,000.00
BRENTWOOD TN 37027 2 01/02/97 00
131235 05 03/01/97 0
131235 O 02/01/12
0
1555430 686/G01 F 161,250.00 ZZ
180 160,784.01 1
325 NE 3RD AVENUE 8.000 1,540.99 75
7.750 1,540.99 215,000.00
DANIA FL 33004 1 01/17/97 00
0430150599 05 03/01/97 0
818033680 O 02/01/12
0
1
1555434 686/G01 F 72,750.00 ZZ
180 72,436.01 1
209 BAUER DRIVE 7.800 686.87 75
7.550 686.87 97,000.00
CASSELBERRY FL 32707 1 01/30/97 00
0430151712 05 03/01/97 0
817418866 O 02/01/12
0
1555445 686/G01 F 72,750.00 ZZ
180 72,542.08 1
6188 AGEE ST #228 8.125 700.50 75
7.875 700.50 97,000.00
SAN DIEGO CA 92122 1 01/28/97 00
0430150755 01 03/01/97 0
817963804 O 02/01/12
0
1555459 686/G01 F 263,300.00 T
180 262,555.47 1
8 SWAIN STREET 8.245 2,553.62 70
7.995 2,553.62 376,200.00
NANTUCKET MA 02554 1 01/28/97 00
0430151118 05 03/01/97 0
817890627 O 02/01/12
0
1555460 686/G01 F 122,500.00 ZZ
180 122,139.67 1
2203 CLOYNE STREET 7.800 1,156.58 70
7.550 1,156.58 175,000.00
OXNARD CA 93033 5 01/21/97 00
0430151134 05 03/01/97 0
818049785 O 02/01/12
0
1555470 686/G01 F 131,250.00 ZZ
180 130,870.70 1
24 TOWER HILL ROAD 8.000 1,254.30 75
7.750 1,254.30 175,000.00
CLINTON CT 06413 1 01/28/97 00
0430151365 05 03/01/97 0
817921935 O 02/01/12
0
1555471 686/G01 F 220,000.00 ZZ
180 219,371.23 1
1705 BUTTERFIELD LANE 8.125 2,118.35 34
7.875 2,118.35 660,000.00
1
FLOSSMOOR IL 60422 5 01/24/97 00
0430151373 05 03/01/97 0
817942659 O 02/01/12
0
1555472 686/G01 F 143,475.00 ZZ
180 143,078.42 1
2606 IRMA LAKE DR 8.500 1,412.86 75
8.250 1,412.86 191,300.00
WEST PALM BCH FL 33411 1 01/29/97 00
0430151381 03 03/01/97 0
818035156 O 02/01/12
0
1555482 686/G01 F 95,250.00 ZZ
180 94,969.83 1
6222 TRINIDAD AVENUE 7.800 899.30 75
7.550 899.30 127,000.00
BAKERSFIELD CA 93313 1 01/23/97 00
0430151563 05 03/01/97 0
817534761 O 02/01/12
0
1555504 686/G01 F 285,600.00 ZZ
180 284,759.93 1
487 DUNDEE AVENUE 7.800 2,696.47 70
7.550 2,696.47 408,000.00
MILPITAS CA 95035 5 01/21/97 00
0430150912 05 03/01/97 0
817534076 O 02/01/12
0
1555505 686/G01 F 32,000.00 ZZ
180 31,909.51 1
8604 CHICORY COURT 8.245 310.36 36
7.995 310.36 91,000.00
ORLANDO FL 32825 5 01/27/97 00
0430150904 03 03/01/97 0
817604838 O 02/01/12
0
1555506 686/G01 F 495,050.00 ZZ
180 493,666.29 1
1810 CARRIAGE PLACE 8.375 4,838.75 73
8.125 4,838.75 685,000.00
GATES MILLS OH 44040 5 01/27/97 00
0430150896 05 03/01/97 0
817943046 O 02/01/12
0
1
1555507 686/G01 F 500,000.00 ZZ
180 498,555.06 1
7727 N IRONWOOD DRIVE 8.000 4,778.27 38
7.750 4,778.27 1,340,000.00
PARADISE VALLEY AZ 85253 5 01/22/97 00
0430150854 05 03/01/97 0
817963473 O 02/01/12
0
1555508 686/G01 F 57,000.00 ZZ
180 52,375.34 1
4372 TARPON ROAD 8.500 561.31 57
8.250 561.31 100,600.00
VENICE FL 34293 1 01/31/97 00
0430150839 05 03/01/97 0
818035248 O 02/01/12
0
1555509 686/G01 F 37,100.00 ZZ
180 36,996.30 1
1761 NEW CUT ROAD 8.375 362.63 70
8.125 362.63 53,000.00
SPARTANBURG SC 29303 5 01/27/97 00
0430150821 05 03/01/97 0
818035370 O 02/01/12
0
1555510 686/G01 F 93,750.00 ZZ
180 93,473.02 1
9919 SAGEGREEN DRIVE 7.750 882.45 75
7.500 882.45 125,000.00
HOUSTON TX 77089 1 01/31/97 00
0430150805 03 03/01/97 0
818043077 O 02/01/12
0
1555511 686/686 F 334,000.00 ZZ
180 333,039.05 1
6575 BROADACRES DRIVE 8.050 3,201.53 74
7.650 3,201.53 455,000.00
SAN JOSE CA 95120 5 01/23/97 00
817531049 05 03/01/97 0
817531049 O 02/01/12
0
1555538 E22/G01 F 100,000.00 ZZ
180 99,714.20 1
1
2164 DEER MEADOW DRIVE 8.125 962.88 51
7.875 962.88 196,295.00
CINCINNATI OH 45240 1 01/30/97 00
0410344360 05 03/01/97 0
410344360 O 02/01/12
0
1555545 E22/G01 F 111,700.00 ZZ
180 111,394.69 1
3381 SW 51ST STREET 8.625 1,108.15 75
8.375 1,108.15 149,304.00
HOLLYWOOD FL 33312 1 02/04/97 00
0410340863 03 03/01/97 0
410340863 O 02/01/12
0
1555550 116/116 F 236,000.00 ZZ
180 236,000.00 1
12619 PEGASUS DRIVE 7.250 2,154.36 80
7.125 2,154.36 295,000.00
WILLIS TX 77378 1 02/24/97 00
UNKNOWN 03 04/01/97 0
UNKNOWN O 03/01/12
0
1555591 180/G01 F 242,900.00 ZZ
180 242,900.00 1
3 SORRELL PLACE DRIVE 7.875 2,303.78 75
7.625 2,303.78 323,900.00
SAN ANTONIO TX 78248 1 02/11/97 00
0430163097 03 04/01/97 0
4760575 O 03/01/12
0
1555678 299/299 F 408,100.00 ZZ
180 394,450.65 1
6200 ATLANTIC AVENUE 8.250 3,959.15 80
8.000 3,959.15 515,000.00
VIRGINIA BEACH VA 23451 2 06/11/96 00
299883 05 08/01/96 0
299883 O 07/01/11
0
1555726 299/299 F 500,000.00 ZZ
180 495,636.22 1
362 BLOOMFIELD RD 8.000 4,778.27 34
7.750 4,778.27 1,500,000.00
CHARLOTTESVILLE VA 22903 2 11/22/96 00
653776 05 01/01/97 0
1
653776 O 12/01/11
0
1555734 299/299 F 242,250.00 ZZ
180 241,518.37 1
9425 ROBNEL AVENUE 7.500 2,245.69 75
7.250 2,245.69 323,000.00
MANASSAS VA 20110 2 01/09/97 00
689981 05 03/01/97 0
689981 O 02/01/12
0
1555735 299/299 F 484,000.00 ZZ
180 478,117.77 1
2541 HARRISON POINTE DRIVE 8.000 4,625.36 78
LOT 5 7.750 4,625.36 624,500.00
CHARLES CITY VA 23030 4 10/25/96 00
286962 05 12/01/96 0
286962 O 11/01/11
0
1555765 E22/G01 F 67,500.00 ZZ
180 67,315.51 1
8535 HERBERT 8.625 669.65 66
8.375 669.65 103,000.00
SAGINAW MI 48609 5 01/21/97 00
0410343289 05 03/01/97 0
410343289 O 02/01/12
0
1556062 356/G01 F 255,000.00 ZZ
180 254,263.08 1
33675 MELLO WAY 8.000 2,436.92 66
7.750 2,436.92 387,000.00
FREMONT CA 94555 2 01/14/97 00
0430148635 05 03/01/97 0
2396448 O 02/01/12
0
1556154 934/G01 F 80,000.00 ZZ
180 80,000.00 1
12720 SW 28 TERRACE 7.000 719.07 42
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71000133 O 03/01/12
0
1
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2314 NORTH TRAIL 7.250 2,236.52 63
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MIDLAND MI 48642 5 01/28/97 00
0430149591 05 03/01/97 0
970001259 O 02/01/12
0
1556206 926/926 F 950,000.00 ZZ
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UNKNOWN 03 03/01/97 0
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0
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FREMONT CA 94555 2 01/16/97 00
0430150375 05 03/01/97 0
2397222 O 02/01/12
0
1556463 561/G01 F 343,500.00 ZZ
180 343,500.00 1
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8950909 O 03/01/12
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1556477 181/181 F 270,000.00 ZZ
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9202 WEST 140TH TERRACE 7.875 2,560.81 66
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5564590 03 03/01/97 0
5564590 O 02/01/12
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1556486 181/181 F 600,000.00 ZZ
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4401590 O 02/01/12
0
1556512 E33/G01 F 497,600.00 ZZ
180 497,600.00 1
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341583171 O 03/01/12
0
1556514 461/G01 F 318,500.00 ZZ
180 317,538.09 1
4310 ELENITA AVENUE 7.500 2,952.54 75
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TARZANA CA 91356 2 01/23/97 00
0430151142 05 03/01/97 0
21085188 O 02/01/12
0
1556528 367/367 F 252,000.00 ZZ
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WASHINGTON DC 20016 2 02/06/97 10
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224729188 O 03/01/12
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1556668 964/G01 F 280,000.00 ZZ
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22550 O 03/01/12
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1
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225 BEACH ROAD NORTH 7.625 2,769.70 58
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410343966 O 03/01/12
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1556770 966/G01 F 626,400.00 ZZ
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1
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ROSEVILLE CA 95661 5 02/06/97 00
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410276620 O 03/01/12
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359178 O 02/01/12
0
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19713 SUNSHINE WAY 7.500 2,920.09 62
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UNKNOWN O 02/01/12
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1557046 180/G01 F 265,257.00 ZZ
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101 HURST ROAD 7.750 2,496.80 78
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0430153841 05 03/01/97 0
4617916 O 02/01/12
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1
21094420 O 03/01/12
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MANASSAS, VA 22065 4 09/10/96 00
20115978 03 10/01/96 0
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1557150 354/354 F 256,000.00 ZZ
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HIGHLAND MD 20777 1 12/20/96 00
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20471702 O 01/01/12
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FAIRFAX VA 22031 1 08/30/96 00
20545653 03 10/01/96 0
20545653 O 09/01/11
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1
1557155 354/354 F 290,000.00 ZZ
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EVERGREEN CO 80439 2 08/26/96 00
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20563847 O 09/01/11
0
1557157 354/354 F 275,000.00 ZZ
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300 DOUGLAS FIR CIRCLE 7.250 2,510.37 74
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RENO NV 89511 1 10/16/96 00
20622726 05 12/01/96 0
20622726 O 11/01/11
0
1557158 354/354 F 400,000.00 ZZ
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1022 SOUTH 80TH STREET 8.000 3,822.61 66
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OMAHA NE 68114 2 12/26/96 00
20624409 05 02/01/97 0
20624409 O 01/01/12
0
1557159 354/354 F 233,100.00 ZZ
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210 SUNDANCE COURT 7.750 2,194.12 90
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STEAMBOAT SPRIN CO 80477 1 09/30/96 10
20628814 05 11/01/96 25
20628814 O 10/01/11
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1557160 354/354 F 336,000.00 ZZ
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6805 WINDHAM PARKWAY 8.250 3,259.67 80
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PROSPECT KY 40059 1 10/09/96 00
20632436 05 12/01/96 0
20632436 O 11/01/11
0
1557161 354/354 F 247,200.00 ZZ
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3033 BUCKHAVEN ROAD 8.625 2,452.42 90
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1
CHINO HILLS CA 91709 2 10/11/96 14
20632519 05 12/01/96 12
20632519 O 11/01/11
0
1557162 354/354 F 250,000.00 ZZ
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205 ST. ANDREWS DRIVE 7.625 2,335.32 73
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JACKSON MS 39211 4 11/20/96 00
20638714 05 01/01/97 0
20638714 O 12/01/11
0
1557163 354/354 F 425,000.00 ZZ
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549 OAK STREET 6.750 3,760.87 65
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HINSDALE IL 60521 1 11/05/96 00
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20648176 O 12/01/11
0
1557164 354/354 F 230,000.00 ZZ
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122 MAIN STREET 7.375 2,115.82 63
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FARMINGTON CT 06032 1 12/11/96 00
20651469 05 02/01/97 0
20651469 O 01/01/12
0
1557166 354/354 F 235,200.00 ZZ
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1831 WESTVIEW ROAD 7.750 2,213.88 72
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FORT COLLINS CO 80524 2 11/08/96 00
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20657847 O 12/01/11
0
1557167 354/354 F 285,000.00 ZZ
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20662474 O 12/01/11
0
1
1557168 354/354 F 525,000.00 ZZ
180 518,598.05 1
306 FALL RIVER COURT 7.500 4,866.81 76
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HOUSTON TX 77024 1 10/25/96 00
20662508 03 12/01/96 0
20662508 O 11/01/11
0
1557169 354/354 F 300,000.00 T
180 297,323.80 1
3002 RIVERCREST DRIVE 7.750 2,823.83 45
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AUSTIN TX 78746 1 11/08/96 00
20666954 05 01/01/97 0
20666954 O 12/01/11
0
1557170 354/354 F 308,000.00 ZZ
180 306,154.08 1
12421 BENT TREE LANE 7.625 2,877.12 80
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MINNETONKA MN 55305 2 12/03/96 00
20668638 05 02/01/97 0
20668638 O 01/01/12
0
1557171 354/354 F 265,000.00 ZZ
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2206 GINGHAMSBURG FREDERICK RD 7.875 2,513.40 68
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TIPP CITY OH 45371 2 11/04/96 00
20673893 05 12/01/96 0
20673893 O 11/01/11
0
1557172 354/354 F 451,200.00 ZZ
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1080 S FRANKLIN STREET 7.750 4,247.04 80
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DENVER CO 80209 1 11/27/96 00
20674669 05 01/01/97 0
20674669 O 12/01/11
0
1557173 354/354 F 390,000.00 ZZ
180 387,662.63 1
1
5448 VILLAGE RD 7.625 3,643.11 70
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SALINE MI 48176 2 12/19/96 00
20675419 05 02/01/97 0
20675419 O 01/01/12
0
1557174 354/354 F 580,000.00 ZZ
180 574,654.35 1
7518 OGDEN WOODS BLVD 7.375 5,335.56 80
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NEW ALBANY OH 43054 1 11/21/96 00
20677944 05 01/01/97 0
20677944 O 12/01/11
0
1557175 354/354 F 249,500.00 ZZ
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8960 BUCKHORN LAKE RD. 7.875 2,366.38 87
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HOLLY MI 48442 4 11/25/96 04
20679510 05 01/01/97 17
20679510 O 12/01/11
0
1557176 354/354 F 248,950.00 ZZ
180 246,801.01 1
20228 OCEAN KEY DRIVE 8.125 2,397.10 80
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BOCA RATON FL 33498 1 11/22/96 00
20680179 05 01/01/97 0
20680179 O 12/01/11
0
1557177 354/354 F 375,000.00 T
180 372,801.31 1
75 GREEN GATE LANE 7.875 3,556.69 73
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WAREHAM MA 02571 2 12/19/96 00
20681284 05 02/01/97 0
20681284 O 01/01/12
0
1557178 354/354 F 303,700.00 ZZ
180 300,808.72 1
14319 SPRING MAPLE LANE 7.000 2,729.74 74
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HOUSTON TX 77062 2 11/15/96 00
20682753 03 01/01/97 0
1
20682753 O 12/01/11
0
1557179 354/354 F 275,000.00 ZZ
180 273,333.75 1
800 VISTA CATEDRAL 7.500 2,549.28 22
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SANTA FE NM 87501 2 12/05/96 00
20684098 03 02/01/97 0
20684098 O 01/01/12
0
1557180 354/354 F 608,000.00 ZZ
180 604,356.10 1
1747 FLOWERS MILL CT, NE, 7.625 5,679.51 80
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GRAND RAPID MI 49505 2 12/13/96 00
20684163 01 02/01/97 0
20684163 O 01/01/12
0
1557181 354/354 F 650,000.00 ZZ
180 644,138.02 1
13 GREENBRIAR LANE 7.625 6,071.84 50
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PAOLI PA 19301 2 11/22/96 00
20685137 05 01/01/97 0
20685137 O 12/01/11
0
1557182 354/354 F 650,000.00 ZZ
180 648,100.71 1
2600 HANDASYDE 7.875 6,164.92 80
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CINCINNATI OH 45208 1 01/20/97 00
20685202 05 03/01/97 0
20685202 O 02/01/12
0
1557183 354/354 F 382,500.00 ZZ
180 378,974.63 1
18415 EAST FLICKER DRIVE 7.375 3,518.71 75
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RIO VERDE AZ 85263 5 11/22/96 00
20685350 03 01/01/97 0
20685350 O 12/01/11
0
1
1557184 354/354 F 325,000.00 ZZ
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3841 26TH STREET 7.625 3,035.92 69
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BOULDER CO 80304 5 12/05/96 00
20687976 05 02/01/97 0
20687976 O 01/01/12
0
1557185 354/354 F 223,000.00 ZZ
180 220,966.88 1
908 LOCHVIEW COURT 7.500 2,067.24 62
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FORT COLLINS CO 80524 5 11/11/96 00
20689246 03 01/01/97 0
20689246 O 12/01/11
0
1557186 354/354 F 300,000.00 ZZ
180 293,168.59 1
1924 SOUTH BOULEVARD #A 7.250 2,738.59 70
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HOUSTON TX 77098 1 11/21/96 00
20690202 05 01/01/97 0
20690202 O 12/01/11
0
1557187 354/354 F 388,000.00 ZZ
180 384,500.82 1
17 PINE BRIAR CIRCLE 7.625 3,624.43 80
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HOUSTON TX 77056 1 11/18/96 00
20690442 09 01/01/97 0
20690442 O 12/01/11
0
1557188 354/354 F 497,000.00 ZZ
180 494,117.91 1
7600 W AUGUSTA 8.000 4,749.59 44
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RIVER FOREST IL 60305 2 12/20/96 00
20690574 05 02/01/97 0
20690574 O 01/01/12
0
1557189 354/354 F 325,000.00 ZZ
180 322,163.57 1
7390 WESTMORELAND 8.000 3,105.87 74
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1
UNIVERSITY CITY MO 63130 1 11/26/96 00
20691325 05 01/01/97 0
20691325 O 12/01/11
0
1557190 354/354 F 237,200.00 ZZ
180 234,711.97 1
142 CORMORANT DRIVE 7.375 2,182.06 65
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STEILACOOM WA 98388 2 11/21/96 00
20691333 01 01/01/97 0
20691333 O 12/01/11
0
1557191 354/354 F 264,000.00 ZZ
180 261,644.94 1
228 BETHEL ROAD 7.750 2,484.97 80
7.500 2,484.97 330,000.00
COPPELL TX 75019 1 11/08/96 00
20692729 05 01/01/97 0
20692729 O 12/01/11
0
1557192 354/354 F 337,500.00 ZZ
180 334,618.55 1
600 CROWDER ROAD 8.250 3,274.22 75
8.000 3,274.22 450,000.00
MAYFIELD KY 42066 5 11/12/96 00
20693180 05 01/01/97 0
20693180 O 12/01/11
0
1557193 354/354 F 624,000.00 ZZ
180 619,965.00 1
8964 LITTLE MOUNTAIN ROAD 6.750 5,521.84 72
6.500 5,521.84 870,000.00
KIRTLAND HILLS OH 44060 1 12/10/96 00
20693602 05 02/01/97 0
20693602 O 01/01/12
0
1557194 354/354 F 256,850.00 ZZ
180 254,533.61 1
4 SUGAR CREEK DRIVE 7.625 2,399.31 75
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AUSTIN TX 78746 1 11/20/96 00
20693784 05 01/01/97 0
20693784 O 12/01/11
0
1
1557195 354/354 F 240,000.00 ZZ
180 239,259.12 1
6299 WEST 26TH STREET 7.250 2,190.88 72
7.000 2,190.88 335,000.00
GREELEY CO 80634 1 01/13/97 00
20693792 05 03/01/97 0
20693792 O 02/01/12
0
1557196 354/354 F 400,000.00 ZZ
180 397,236.26 1
902 BLUFFS COURT 7.375 3,679.70 55
7.125 3,679.70 733,000.00
PETOSKEY MI 49770 2 12/02/96 00
20693982 01 02/01/97 0
20693982 O 01/01/12
0
1557197 354/354 F 296,000.00 ZZ
180 294,206.49 1
5326 SLATER MILL CIRCLE 7.500 2,743.96 80
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DOUGLASVILLE GA 30135 2 11/26/96 00
20694386 05 02/01/97 0
20694386 O 01/01/12
0
1557200 354/354 F 390,400.00 ZZ
180 388,034.51 1
2451 EAST 26TH PLACE 7.500 3,619.06 80
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TULSA OK 74114 1 12/11/96 00
20696704 05 02/01/97 0
20696704 O 01/01/12
0
1557201 354/354 F 303,200.00 ZZ
180 301,422.29 1
6119 ELLA LEE LANE 7.875 2,875.70 80
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HOUSTON TX 77057 1 12/16/96 00
20696878 03 02/01/97 0
20696878 O 01/01/12
0
1557203 354/354 F 401,000.00 ZZ
180 398,489.69 1
1
206 RAVENSCLIFF 7.125 3,632.38 66
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ST DAVIDS PA 19087 2 12/10/96 00
20698437 03 02/01/97 0
20698437 O 01/01/12
0
1557204 354/354 F 649,999.00 T
180 646,017.38 1
#55 COMPOUND DRIVE 7.375 5,979.50 45
7.125 5,979.50 1,450,000.00
SANTA FE NM 87501 2 12/04/96 00
20698973 03 02/01/97 0
20698973 O 01/01/12
0
1557205 354/354 F 317,600.00 ZZ
180 314,704.38 1
6721 SHOAL CREEK CIRCLE 7.500 2,944.20 80
7.250 2,944.20 397,000.00
PLANO TX 75093 2 11/13/96 00
20699674 03 01/01/97 0
20699674 O 12/01/11
0
1557206 354/354 F 240,000.00 ZZ
180 238,504.64 1
14 OAK MEADOWS 7.250 2,190.88 74
7.000 2,190.88 326,600.00
SIKESTON MO 63801 2 12/19/96 00
20702148 05 02/01/97 0
20702148 O 01/01/12
0
1557207 354/354 F 301,000.00 ZZ
180 298,225.80 1
6352 OXBOW BEND 7.375 2,768.97 68
7.125 2,768.97 443,000.00
CHANHASSEN MN 55317 2 11/22/96 00
20702676 05 01/01/97 0
20702676 O 12/01/11
0
1557208 354/354 F 329,200.00 ZZ
180 327,205.35 1
3035 JARRARD STREET 7.500 3,051.72 80
7.250 3,051.72 411,500.00
HOUSTON TX 77005 1 12/05/96 00
20705026 05 02/01/97 0
1
20705026 O 01/01/12
0
1557209 354/354 F 225,600.00 ZZ
180 224,218.07 1
3357 SINGLE PEAK 7.375 2,075.35 66
7.125 2,075.35 344,000.00
SAN ANTONIO TX 78261 2 12/13/96 00
20705331 03 02/01/97 0
20705331 O 01/01/12
0
1557211 354/354 F 367,000.00 T
180 364,677.51 1
1881 7TH STREET SOUTH 7.000 3,298.70 69
6.750 3,298.70 535,000.00
NAPLES FL 34102 2 12/27/96 00
20707402 05 02/01/97 0
20707402 O 01/01/12
0
1557212 354/354 F 277,000.00 ZZ
180 268,401.05 1
12400 AMERSHIRE PLACE 7.250 2,528.64 80
7.000 2,528.64 346,300.00
GLEN ALLEN VA 23060 1 11/26/96 00
20709580 03 01/01/97 0
20709580 O 12/01/11
0
1557213 354/354 F 614,000.00 ZZ
180 610,156.26 1
15 GRAYSTONE LANE 7.125 5,561.81 66
6.875 5,561.81 940,000.00
WESTON MA 02193 2 12/18/96 00
20710240 05 02/01/97 0
20710240 O 01/01/12
0
1557214 354/354 F 260,000.00 ZZ
180 257,705.85 1
1480 CROWNDALE LANE 7.875 2,465.97 78
7.625 2,465.97 333,432.00
CANTON MI 48188 1 11/22/96 00
20710588 03 01/01/97 0
20710588 O 12/01/11
0
1
1557215 354/354 F 257,600.00 ZZ
180 255,969.84 1
80 HIDDEN CREEK LANE 7.000 2,315.38 80
6.750 2,315.38 322,000.00
MONTGOMERY TX 77358 2 12/06/96 00
20711651 03 02/01/97 0
20711651 O 01/01/12
0
1557217 354/354 F 257,000.00 ZZ
180 255,373.63 1
2514 HARRIS BOULEVARD 7.000 2,309.99 46
6.750 2,309.99 565,000.00
AUSTIN TX 78703 2 12/18/96 00
20712220 05 02/01/97 0
20712220 O 01/01/12
0
1557219 354/354 F 280,000.00 ZZ
180 277,474.83 1
8321 SOUTH ALLEGHEHY AVENUE 7.625 2,615.56 80
7.375 2,615.56 350,000.00
TULSA OK 74137 2 11/26/96 00
20716320 03 01/01/97 0
20716320 O 12/01/11
0
1557220 354/354 F 366,200.00 ZZ
180 363,561.15 1
10100 UPPINGHAM TERRACE 7.250 3,342.91 79
7.000 3,342.91 465,000.00
RICHMOND VA 23235 2 12/18/96 00
20719332 05 02/01/97 0
20719332 O 01/01/12
0
1557221 354/354 F 360,000.00 ZZ
180 357,643.50 1
9960 BENNETT PLACE 7.250 3,286.31 90
7.000 3,286.31 400,000.00
EDEN PRAIRIE MN 55347 2 12/20/96 12
20720942 05 02/01/97 12
20720942 O 01/01/12
0
1557222 354/354 F 263,000.00 ZZ
180 262,214.38 1
801 DARFIELD DRIVE 7.625 2,456.77 73
7.375 2,456.77 363,000.00
1
RALEIGH NC 27615 1 01/29/97 00
20721080 05 03/01/97 0
20721080 O 02/01/12
0
1557223 354/354 F 236,800.00 ZZ
180 235,365.19 1
7602 GAMBRILL ROAD 7.500 2,195.17 80
7.250 2,195.17 296,000.00
SPRINGFIELD VA 22153 2 12/20/96 00
20721189 05 02/01/97 0
20721189 O 01/01/12
0
1557224 354/354 F 318,850.00 ZZ
180 317,897.56 1
4201 OAKDALE FOREST ROAD 7.625 2,978.47 73
7.375 2,978.47 440,000.00
EDMOND OK 73013 2 01/06/97 00
20724720 03 03/01/97 0
20724720 O 02/01/12
0
1557225 354/354 F 505,000.00 ZZ
180 500,345.59 1
2339 QUENBY ROAD 7.375 4,645.62 78
7.125 4,645.62 655,000.00
HOUSTON TX 77005 2 11/27/96 00
20725081 05 01/01/97 0
20725081 O 12/01/11
0
1557226 354/354 F 320,000.00 ZZ
180 317,952.96 1
5806 TANGLEWOOD PARK 6.875 2,853.93 80
6.625 2,853.93 400,000.00
HOUSTON TX 77057 1 12/20/96 00
20725719 03 02/01/97 0
20725719 O 01/01/12
0
1557227 354/354 F 326,000.00 ZZ
180 324,046.19 1
10 SHADOW RIDGE COURT 7.625 3,045.27 80
7.375 3,045.27 407,500.00
FRISCO TX 75034 1 12/12/96 00
20727806 03 02/01/97 0
20727806 O 01/01/12
0
1
1557228 354/354 F 296,500.00 ZZ
180 294,742.38 1
93 HANDY ROAD 7.750 2,790.88 75
7.500 2,790.88 399,000.00
GROSSE PTE FARM MI 48236 2 12/27/96 00
20729075 05 02/01/97 0
20729075 O 01/01/12
0
1557229 354/354 F 350,000.00 ZZ
180 347,832.60 1
3411 ONION CREEK 7.250 3,195.02 63
7.000 3,195.02 560,000.00
SUGAR LAND TX 77479 1 12/20/96 00
20729133 03 02/01/97 0
20729133 O 01/01/12
0
1557230 354/354 F 550,000.00 ZZ
180 542,775.25 1
218 W. CHESTNUT HILL AVE. 7.875 5,216.48 41
7.625 5,216.48 1,350,000.00
PHILADELPHIA PA 19118 5 12/17/96 00
20729562 05 02/01/97 0
20729562 O 01/01/12
0
1557231 354/354 F 365,000.00 ZZ
180 362,288.41 1
1165 BELLA VISTA DR 7.500 3,383.60 63
7.250 3,383.60 585,000.00
ST LOUIS MO 63131 2 12/27/96 00
20730875 05 02/01/97 0
20730875 O 01/01/12
0
1557233 354/354 F 340,000.00 ZZ
180 337,917.30 1
5220 ENCLAVE DRIVE 7.375 3,127.74 69
7.125 3,127.74 496,000.00
OLDSMAR FL 34677 2 12/26/96 00
20733911 03 02/01/97 0
20733911 O 01/01/12
0
1557234 354/354 F 232,000.00 ZZ
180 230,547.64 1
1
1621 COLUMBIA STREET 7.125 2,101.53 80
6.875 2,101.53 290,000.00
HOUSTON TX 77008 1 12/12/96 00
20735957 05 02/01/97 0
20735957 O 01/01/12
0
1557235 354/354 F 312,000.00 ZZ
180 311,057.72 1
4409 DOWNERS DR 7.500 2,892.28 80
7.250 2,892.28 391,000.00
DOWNERS GROVE IL 60515 2 01/03/97 00
20736641 05 03/01/97 0
20736641 O 02/01/12
0
1557236 354/354 F 248,000.00 ZZ
180 246,464.24 1
7400 TEAK COVE 7.250 2,263.90 76
7.000 2,263.90 330,000.00
AUSTIN TX 78750 2 12/23/96 00
20738134 03 02/01/97 0
20738134 O 01/01/12
0
1557237 354/354 F 240,000.00 ZZ
180 238,413.76 1
3106 SOUTH ST. PAUL STREET 7.250 2,190.88 74
7.000 2,190.88 325,000.00
DENVER CO 80210 2 12/23/96 00
20738613 05 02/01/97 0
20738613 O 01/01/12
0
1557240 354/354 F 275,000.00 ZZ
180 274,160.31 1
4690 BERKELEY WALK POINT 7.375 2,529.79 69
7.125 2,529.79 400,000.00
BERKELEY LAKE GA 30136 2 01/13/97 00
20739504 03 03/01/97 0
20739504 O 02/01/12
0
1557241 354/354 F 236,250.00 ZZ
180 234,849.53 1
1011 KENT DRIVE 7.750 2,223.76 73
7.500 2,223.76 327,500.00
MECHANICSBURG PA 17055 5 12/26/96 00
20739652 05 02/01/97 0
1
20739652 O 01/01/12
0
1557242 354/354 F 273,300.00 ZZ
180 271,532.75 1
5201 MURRAY ROAD 6.750 2,418.46 66
6.500 2,418.46 420,000.00
CHEVY CHASE MD 20815 2 12/31/96 00
20740213 03 02/01/97 0
20740213 O 01/01/12
0
1557243 354/354 F 335,920.00 ZZ
180 333,862.29 1
706 PRINCE GEORGE COURT 7.375 3,090.21 80
7.125 3,090.21 419,900.00
SOUTH LAKE TX 76092 1 12/09/96 00
20740247 03 02/01/97 0
20740247 O 01/01/12
0
1557244 354/354 F 249,500.00 ZZ
180 247,988.25 1
10417 LAKE RIDGE DRIVE 7.500 2,312.90 75
7.250 2,312.90 336,000.00
OAKTON VA 22124 2 12/23/96 00
20740304 03 02/01/97 0
20740304 O 01/01/12
0
1557245 354/354 F 550,900.00 ZZ
180 547,461.48 1
3729 PLUMB 7.125 4,990.23 79
6.875 4,990.23 705,000.00
HOUSTON TX 77005 2 01/13/97 00
20740734 05 03/01/97 0
20740734 O 02/01/12
0
1557246 354/354 F 364,000.00 ZZ
180 359,992.14 1
10918 ROYAL PORTHCAWL DRIVE 7.000 3,271.74 69
6.750 3,271.74 529,000.00
NAPERVILLE IL 60564 2 12/31/96 00
20740874 05 02/01/97 0
20740874 O 01/01/12
0
1
1557247 354/354 F 250,000.00 ZZ
180 249,228.26 1
1600 TERRACE ROAD 7.250 2,282.16 68
7.000 2,282.16 370,000.00
BALTIMORE MD 21209 5 01/06/97 00
20742508 05 03/01/97 0
20742508 O 02/01/12
0
1557248 354/354 F 235,000.00 ZZ
180 233,544.74 1
8221 SILVERLINE DRIVE 7.250 2,145.23 79
7.000 2,145.23 300,000.00
FAIRFAX STATION VA 22039 2 12/20/96 00
20742664 03 02/01/97 0
20742664 O 01/01/12
0
1557249 354/354 F 300,000.00 ZZ
180 298,080.88 1
3107 WHEATLAND FARMS COURT 6.875 2,675.57 49
6.625 2,675.57 621,460.00
OAKTON VA 22124 1 12/23/96 00
20744090 03 02/01/97 0
20744090 O 01/01/12
0
1557250 354/354 F 310,000.00 ZZ
180 309,084.13 1
51 LEAVITT STREET 7.750 2,917.95 73
7.500 2,917.95 430,000.00
HINGHAM MA 02043 5 01/16/97 00
20744116 05 03/01/97 0
20744116 O 02/01/12
0
1557251 354/354 F 355,000.00 ZZ
180 352,777.62 1
2720 SPIGEL DRIVE 7.125 3,215.71 75
6.875 3,215.71 475,000.00
VIRGINIA BEACH VA 23454 5 12/20/96 00
20744744 05 02/01/97 0
20744744 O 01/01/12
0
1557252 354/354 F 398,500.00 ZZ
180 397,283.22 1
3434 NORTH 140TH CIRCLE 7.375 3,665.89 57
7.125 3,665.89 700,000.00
1
OMAHA NE 68164 2 01/27/97 00
20744959 05 03/01/97 0
20744959 O 02/01/12
0
1557253 354/354 F 500,000.00 ZZ
180 496,970.42 1
657 HEINEL DRIVE 7.500 4,635.07 77
7.250 4,635.07 649,848.00
ROSEVILLE MN 55113 1 12/13/96 00
20745089 05 02/01/97 0
20745089 O 01/01/12
0
1557254 354/354 F 244,000.00 ZZ
180 243,302.65 1
1803 LEXINGTON AVENUE 8.125 2,349.43 80
7.875 2,349.43 305,000.00
OWENSBORO KY 42301 2 01/08/97 00
20745238 05 03/01/97 0
20745238 O 02/01/12
0
1557255 354/354 F 574,000.00 ZZ
180 572,266.44 1
8 POLO FIELD LANE 7.500 5,321.06 70
7.250 5,321.06 820,000.00
DENVER CO 80209 5 01/15/97 00
20745741 03 03/01/97 0
20745741 O 02/01/12
0
1557256 354/354 F 396,500.00 ZZ
180 394,071.20 1
5521 RUSSETT DRIVE 7.375 3,647.50 80
7.125 3,647.50 496,500.00
HOUSTON TX 77056 1 12/02/96 00
20746244 05 02/01/97 0
20746244 O 01/01/12
0
1557258 354/354 F 390,000.00 ZZ
180 387,738.39 1
77 MILL RAOD 8.000 3,727.05 70
7.750 3,727.05 563,000.00
PARK RIDGE NJ 07656 2 12/20/96 00
20747317 05 02/01/97 0
20747317 O 01/01/12
0
1
1557259 354/354 F 252,000.00 ZZ
180 250,763.66 1
1634 NORTH 76TH AVENUE 7.875 2,390.09 80
7.625 2,390.09 315,000.00
ELMWOOD PARK IL 60635 1 01/27/97 00
20747374 05 03/01/97 0
20747374 O 02/01/12
0
1557260 354/354 F 248,500.00 ZZ
180 246,961.15 1
3801 MCNEIL DRIVE 7.250 2,268.46 76
7.000 2,268.46 328,500.00
AUSTIN TX 78727 1 12/31/96 00
20748794 03 02/01/97 0
20748794 O 01/01/12
0
1557261 354/354 F 273,000.00 ZZ
180 272,166.41 1
7689 FIELDWOOD POINT 7.375 2,511.40 62
7.125 2,511.40 446,000.00
MATTAWAN MI 49071 5 01/10/97 00
20750188 05 03/01/97 0
20750188 O 02/01/12
0
1557262 354/354 F 238,400.00 ZZ
180 236,891.33 1
1 SYLVIA WAY 7.000 2,142.81 90
6.750 2,142.81 264,900.00
WASHINGTON TOWN NJ 08691 1 12/19/96 10
20750816 03 02/01/97 30
20750816 O 01/01/12
0
1557263 354/354 F 222,000.00 ZZ
180 221,322.14 1
5425 RIVERBLUFF CURVE 7.375 2,042.23 70
7.125 2,042.23 320,000.00
BLOOMINGTON MN 55437 2 01/08/97 00
20750915 05 03/01/97 0
20750915 O 02/01/12
0
1557264 354/354 F 300,000.00 ZZ
180 298,121.96 1
1
12 SELSED GARTH 7.125 2,717.49 71
6.875 2,717.49 426,500.00
LUTHERVILLE MD 21093 1 12/27/96 00
20754701 05 02/01/97 0
20754701 O 01/01/12
0
1557265 354/354 F 289,550.00 ZZ
180 287,795.57 1
1627 CORNICHE 7.500 2,684.17 79
7.250 2,684.17 370,000.00
LEAGUE CITY TX 77573 2 12/17/96 00
20755674 03 02/01/97 0
20755674 O 01/01/12
0
1557266 354/354 F 254,950.00 ZZ
180 253,371.21 1
1351 GRANT ST 7.250 2,327.34 90
7.000 2,327.34 283,300.00
HERNDON VA 20170 1 12/31/96 11
20755997 05 02/01/97 25
20755997 O 01/01/12
0
1557267 354/354 F 227,900.00 ZZ
180 226,534.12 1
13218 CEDAR LANE 7.625 2,128.89 80
7.375 2,128.89 284,900.00
FARMERS BRANCH TX 75234 1 12/26/96 00
20762944 03 02/01/97 0
20762944 O 01/01/12
0
1557268 354/354 F 360,000.00 ZZ
180 357,912.36 1
14 SELSED GARTH 8.000 3,440.35 80
7.750 3,440.35 451,134.00
LUTHERVILLE MD 21093 1 12/27/96 00
20768230 03 02/01/97 0
20768230 O 01/01/12
0
1557269 354/354 F 476,000.00 ZZ
180 474,514.49 1
16 EAST CHURCHILL DRIVE 7.125 4,311.76 70
6.875 4,311.76 680,000.00
SALT LAKE CITY UT 84103 1 01/09/97 00
20769816 05 03/01/97 0
1
20769816 O 02/01/12
0
1557270 354/354 F 242,500.00 ZZ
180 241,759.54 1
2244 COLQUITT AVENUE 7.375 2,230.82 71
(A.K.A. COLQUITT STREET) 7.125 2,230.82 342,500.00
HOUSTON TX 77098 1 01/10/97 00
20771416 05 03/01/97 0
20771416 O 02/01/12
0
1557271 354/354 F 272,000.00 ZZ
180 271,178.52 1
11053 PINEVALLEY DRIVE 7.500 2,521.48 80
7.250 2,521.48 340,000.00
FRANKTOWN CO 80116 1 01/15/97 00
20771697 05 03/01/97 0
20771697 O 02/01/12
0
1557272 354/354 F 340,000.00 ZZ
180 338,973.15 1
11906 STEPPINGSTONE LANE 7.500 3,151.85 80
7.250 3,151.85 430,000.00
HOUSTON TX 77024 1 01/29/97 00
20773495 03 03/01/97 0
20773495 O 02/01/12
0
1557274 354/354 F 283,050.00 ZZ
180 282,222.93 1
4427 JIM WEST STREET 7.875 2,684.59 90
7.625 2,684.59 315,000.00
BELLAIRE TX 77401 2 01/14/97 14
20784435 05 03/01/97 25
20784435 O 02/01/12
0
1557275 354/354 F 308,000.00 ZZ
180 307,069.80 1
16235 AXIS TRAIL 7.500 2,855.20 80
7.250 2,855.20 385,000.00
SAN ANTONIO TX 78232 1 01/27/97 00
20789228 05 03/01/97 0
20789228 O 02/01/12
0
1
1557276 354/354 F 270,000.00 ZZ
180 268,381.81 1
4013 KRONOS DRIVE 7.625 2,522.16 73
7.375 2,522.16 374,000.00
CHARLOTTE NC 28210 1 12/12/96 00
24295875 03 02/01/97 0
24295875 O 01/01/12
0
1557277 354/354 F 320,000.00 ZZ
180 316,139.86 1
1508 CRANE STREET 6.750 2,831.71 75
6.500 2,831.71 430,000.00
FALLS CHURCH VA 22046 2 12/16/96 00
24359259 05 02/01/97 0
24359259 O 01/01/12
0
1557278 354/354 F 375,000.00 ZZ
180 366,499.25 1
5100 BELLAIRE AVENUE 8.500 3,692.78 75
8.250 3,692.78 500,000.00
NORTH HOLLYWOOD CA 91607 2 06/25/96 00
24382988 05 08/01/96 0
24382988 O 07/01/11
0
1557280 354/354 F 400,000.00 ZZ
180 397,705.86 1
2512 PRINCETON COURT 8.125 3,851.53 47
7.875 3,851.53 865,778.00
FORT LAUDERDALE FL 33327 1 12/17/96 00
24563330 03 02/01/97 0
24563330 O 01/01/12
0
1557281 354/354 F 220,000.00 ZZ
180 214,413.61 1
14090 MARTIS PEEK ROAD 8.625 2,182.58 62
8.375 2,182.58 360,000.00
TRUCKEE CA 96160 5 09/11/96 00
24603425 05 11/01/96 0
24603425 O 10/01/11
0
1557283 354/354 F 400,000.00 ZZ
180 397,576.35 1
16386 MIRASOL WAY 7.500 3,708.05 43
7.250 3,708.05 945,216.00
1
DELRAY BEACH FL 33446 1 12/16/96 00
24731978 03 02/01/97 0
24731978 O 01/01/12
0
1557284 354/354 F 277,500.00 ZZ
180 275,836.85 1
954 ABERDEEN COURT 7.625 2,592.22 59
7.375 2,592.22 475,330.00
CONCORD NC 28027 1 12/19/96 00
24754228 03 02/01/97 0
24754228 O 01/01/12
0
1557285 354/354 F 250,500.00 ZZ
180 249,768.04 1
11140 CAUTHORNE ROAD 7.875 2,375.87 80
7.625 2,375.87 316,316.00
GLEN ALLEN VA 23059 2 01/24/97 00
24773798 05 03/01/97 0
24773798 O 02/01/12
0
1557288 354/354 F 215,000.00 ZZ
180 212,358.25 1
1211 MARSHALL LANE 7.875 2,039.17 64
7.625 2,039.17 339,000.00
AUSTIN TX 78703 1 10/31/96 00
24804148 05 12/01/96 0
24804148 O 11/01/11
0
1557289 354/354 F 294,800.00 ZZ
180 292,198.76 1
3123 PIGNATELLI CRESCENT 7.875 2,796.04 80
7.625 2,796.04 368,500.00
MT PLEASANT SC 29464 1 11/25/96 00
24816001 03 01/01/97 0
24816001 O 12/01/11
0
1557291 354/354 F 325,000.00 ZZ
180 322,163.57 1
203 COUNTRY CLUB DRIVE 8.000 3,105.87 62
7.750 3,105.87 525,000.00
GREENSBORO NC 27408 1 12/05/96 00
24826240 05 01/01/97 0
24826240 O 12/01/11
0
1
1557292 354/354 F 258,450.00 ZZ
180 256,934.66 1
1316 MICKEY WAY 7.875 2,451.27 87
7.625 2,451.27 300,000.00
HOUSTON TX 77055 2 12/02/96 14
24830630 05 02/01/97 12
24830630 O 01/01/12
0
1557294 354/354 F 237,500.00 ZZ
180 235,404.38 1
1359 ROYAL DEVON DRIVE 7.875 2,252.57 79
7.625 2,252.57 304,000.00
SURFSIDE BEACH SC 29575 2 11/08/96 00
24832164 03 01/01/97 0
24832164 O 12/01/11
0
1557297 354/354 F 223,000.00 T
180 214,081.21 1
30532 PASEO DE VALLE 7.625 2,083.11 74
7.375 2,083.11 305,000.00
LAGUNA NIGUEL CA 92677 2 11/06/96 00
24840985 05 01/01/97 0
24840985 O 12/01/11
0
1557298 354/354 F 246,500.00 ZZ
180 244,276.91 1
LINCOLN ST 4TH HOUSE SW OF 8TH 7.625 2,302.64 40
AVENUE 7.375 2,302.64 625,000.00
CARMEL CA 93921 2 11/05/96 00
24843369 05 01/01/97 0
24843369 O 12/01/11
0
1557299 354/354 F 400,000.00 ZZ
180 396,353.15 1
850 GOLDEN ARROW ST 7.500 3,708.05 80
7.250 3,708.05 505,000.00
GREAT FALLS VA 22066 1 11/13/96 00
24846305 05 01/01/97 0
24846305 O 12/01/11
0
1557300 354/354 F 293,650.00 ZZ
180 291,001.71 1
1
55 TRAILWOOD 7.625 2,743.08 80
7.375 2,743.08 367,191.00
IRVINE CA 92620 1 11/13/96 00
24850026 03 01/01/97 0
24850026 O 12/01/11
0
1557301 354/354 F 320,000.00 ZZ
180 317,176.43 1
10220 PENINSULA BLVD 7.875 3,035.04 52
7.625 3,035.04 620,000.00
CUPERTINO CA 95014 1 11/14/96 00
24851339 05 01/01/97 0
24851339 O 12/01/11
0
1557302 354/354 F 344,000.00 ZZ
180 341,938.31 1
927 BUCKINGHAM CIRCLE 7.625 3,213.41 80
7.375 3,213.41 430,000.00
ATLANTA GA 30327 1 12/16/96 00
24852303 05 02/01/97 0
24852303 O 01/01/12
0
1557303 354/354 F 467,000.00 ZZ
180 461,166.20 1
10015 EAST ADELE COURT 7.250 4,263.07 30
7.000 4,263.07 1,600,000.00
SCOTTSDALE AZ 85255 5 11/07/96 00
24852469 05 01/01/97 0
24852469 O 12/01/11
0
1557304 354/354 F 610,000.00 ZZ
180 604,192.67 1
236 WESTWOOD ROAD 7.000 5,482.86 65
6.750 5,482.86 950,000.00
ANNAPOLIS MD 21401 5 11/22/96 00
24852683 05 01/01/97 0
24852683 O 12/01/11
0
1557306 354/354 F 330,000.00 ZZ
180 327,956.45 1
1356 THATCH PALM DRIVE 7.250 3,012.45 44
7.000 3,012.45 760,000.00
BOCA RATON FL 33432 2 12/16/96 00
24856973 03 02/01/97 0
1
24856973 O 01/01/12
0
1557308 354/354 F 310,000.00 ZZ
180 307,142.83 1
3010 Q ST NW 7.375 2,851.77 73
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WASHINGTON DC 20007 1 11/22/96 00
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24865636 O 12/01/11
0
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24867152 O 01/01/12
0
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24867558 O 01/01/12
0
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IRVINE CA 92714 2 12/06/96 00
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1
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EDISTO ISLAND SC 29438 2 12/12/96 00
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24871220 O 01/01/12
0
1557315 354/354 F 375,000.00 ZZ
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DALLAS TX 75229 1 12/16/96 00
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24871964 O 01/01/12
0
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UNIVERSITY PARK TX 75225 1 12/12/96 00
24875650 05 02/01/97 0
24875650 O 01/01/12
0
1557317 354/354 F 295,000.00 ZZ
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130 EILEEN COURT 8.000 2,819.18 80
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MORAGA CA 94556 2 11/25/96 00
24880734 05 01/01/97 0
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EDMOND OK 73013 2 01/31/97 00
24882086 03 04/01/97 0
24882086 O 03/01/12
0
1557320 354/354 F 291,100.00 ZZ
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1
NASHVILLE TN 37221 1 12/12/96 00
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24883399 O 01/01/12
0
1557321 354/354 F 215,200.00 T
180 213,896.06 1
939 COROLLA DRIVE 7.500 1,994.94 80
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24883472 O 01/01/12
0
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CORAL SPRINGS FL 33071 1 11/27/96 00
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24887309 03 02/01/97 0
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1557325 354/354 F 216,800.00 ZZ
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1432 COLA DRIVE 7.125 1,963.84 80
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MCLEAN VA 22101 1 12/16/96 00
24887341 05 02/01/97 0
24887341 O 01/01/12
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1
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DANVILLE CA 94506 2 12/03/96 00
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24889917 O 01/01/12
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1826 OLD PIEDMONT ROAD 7.125 2,808.08 43
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SAN JOSE CA 95132 1 12/02/96 00
24892010 05 02/01/97 0
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0
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920 STUART LANE 6.875 3,121.50 64
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BRENTWOOD TN 37027 1 01/14/97 00
24897001 05 03/01/97 0
24897001 O 02/01/12
0
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1557332 354/354 F 385,700.00 ZZ
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24901324 O 01/01/12
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SUNSET BEACH NC 28468 2 12/20/96 00
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24913873 05 02/01/97 0
24913873 O 01/01/12
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SILVER SPRING MD 20905 2 01/15/97 00
24915126 03 03/01/97 0
1
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24915241 05 03/01/97 0
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SCOTTSDALE AZ 85255 2 01/24/97 00
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DAVIS CA 95616 2 12/20/96 00
24916785 03 02/01/97 0
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RANCHO PALOS VE CA 90275 1 12/23/96 00
24920605 05 02/01/97 0
24920605 O 01/01/12
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24923013 05 02/01/97 0
24923013 O 01/01/12
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1
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PASADENA CA 91103 2 12/20/96 00
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732 JIM ISLE DRIVE 7.000 2,247.08 47
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CHARLESTON SC 29412 1 12/23/96 00
24924482 05 02/01/97 0
24924482 O 01/01/12
0
1557352 354/354 F 600,000.00 ZZ
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44118 LINDA VISTA ROAD 7.375 5,519.54 66
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FREMONT CA 94539 1 12/20/96 00
24931206 05 02/01/97 0
24931206 O 01/01/12
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1557353 354/354 F 246,000.00 ZZ
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SAN FRANCISCO CA 94112 1 12/26/96 00
24937211 09 02/01/97 0
24937211 O 01/01/12
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1557354 354/354 F 290,000.00 ZZ
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511 CYPRESS POINTE 7.500 2,688.34 75
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WOODSTOCK GA 30189 5 01/15/97 00
24937633 03 03/01/97 0
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FREMONT CA 94539 2 01/06/97 00
24944779 03 03/01/97 0
24944779 O 02/01/12
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12423 BEAUCHAMPS LANE 7.875 2,826.39 29
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SARATOGA CA 95070 2 01/03/97 00
24947335 05 03/01/97 0
24947335 O 02/01/12
0
1557357 354/354 F 261,000.00 ZZ
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12032 DAVENPORT ROAD 8.000 2,494.26 80
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LOS ALAMITOS CA 90720 2 01/03/97 00
24949471 05 03/01/97 0
24949471 O 02/01/12
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1557358 354/354 F 273,750.00 ZZ
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1809 FLAGLER AVENUE 7.625 2,557.19 75
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ATLANTA GA 30309 5 01/27/97 00
24955288 05 03/01/97 0
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0
1557359 354/354 F 456,000.00 ZZ
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5 CRAMDEN DRIVE 7.500 4,227.18 76
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MONTEREY CA 93940 2 01/07/97 00
24958399 05 03/01/97 0
24958399 O 02/01/12
0
1557360 354/354 F 230,000.00 ZZ
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26 RIMANI DRIVE 7.750 2,164.94 76
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MISSION VIEJO CA 92692 2 01/23/97 00
24959447 03 03/01/97 0
24959447 O 02/01/12
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1
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BALTIMORE MD 21230 2 01/27/97 00
0430163253 02 03/01/97 0
1807114 O 02/01/12
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RIVIERA BEACH FL 33404 1 01/31/97 04
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VALLEY STREAM NY 11581 2 02/13/97 00
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107629864 O 03/01/12
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1557627 181/181 F 230,000.00 ZZ
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110 BANK STREET SE 7.500 2,132.13 80
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MINNEAPOLIS MN 55414 1 02/05/97 00
5528771 06 04/01/97 0
5528771 O 03/01/12
0
1557632 181/181 F 301,000.00 ZZ
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4304 CORINTH DRIVE 7.375 2,768.97 59
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BIRMINGHAM AL 35213 1 01/30/97 00
5551919 05 03/01/97 0
5551919 O 02/01/12
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1557810 E22/G01 F 251,000.00 ZZ
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CHESTERFIELD MO 63005 2 02/07/97 00
0410343990 05 04/01/97 0
410343990 O 03/01/12
0
1557823 757/G01 F 55,300.00 ZZ
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CUMMING GA 30131 5 02/12/97 00
0430152884 05 04/01/97 0
2889053 O 03/01/12
0
1557919 181/181 F 52,000.00 ZZ
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HIGH POINT NC 27262 5 01/16/97 00
5553679 05 03/01/97 0
5553679 O 02/01/12
0
1557954 E22/G01 F 125,000.00 ZZ
180 125,000.00 1
2068 NW 100 WAY 8.500 1,230.92 75
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CORAL SPRINGS FL 33071 5 02/12/97 00
0410348072 05 04/01/97 0
410348072 O 03/01/12
0
1557968 003/G01 F 287,000.00 ZZ
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1563 HUNTINGDON TRAIL 8.125 2,763.48 75
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ATLANTA GA 30350 1 01/06/97 00
0430153924 05 03/01/97 0
0003770229 O 02/01/12
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1557969 757/G01 F 85,000.00 ZZ
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ATLANTA GA 30319 1 02/11/97 00
0430159541 05 04/01/97 0
1
2888816 O 03/01/12
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1557995 181/181 F 240,000.00 ZZ
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FORT LUPTON CO 80621 5 01/13/97 00
5552320 05 03/01/97 0
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3275 NORTH 140 WEST 7.625 3,269.46 34
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PROVO UT 84604 5 11/19/96 00
6687123 05 01/01/97 0
6687123 O 12/01/11
0
1558041 975/G01 F 253,000.00 ZZ
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3730 ARMOUR COURT 7.875 2,399.58 75
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FREMONT CA 94555 1 02/11/97 00
0430154138 05 04/01/97 0
970205 O 03/01/12
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1558062 025/025 F 306,000.00 ZZ
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10630 NELLIE BROOK COURT 7.500 2,836.66 46
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DULUTH GA 30155 5 01/21/97 00
137360 05 03/01/97 0
137360 O 02/01/12
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1558069 025/025 F 230,000.00 ZZ
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2041 SOUTH MIAMI AVENUE 7.250 2,099.58 55
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MIAMI FL 33129 2 01/16/97 00
456000 05 03/01/97 0
456000 O 02/01/12
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1
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LOS ANGELES CA 90049 1 02/14/97 00
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5219909990 O 03/01/12
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1558753 964/G01 F 378,750.00 ZZ
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ALAMO CA 94507 5 02/04/97 00
0430154542 05 04/01/97 0
22418 O 03/01/12
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1558862 025/025 F 312,000.00 ZZ
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37 SADDLEBACK ROAD 7.750 2,936.78 80
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TEQUESTA FL 33469 1 01/30/97 00
885158 05 03/01/97 0
885158 O 02/01/12
0
1558867 025/025 F 243,994.98 ZZ
168 243,194.71 1
4970 HUBNER CIRCLE 7.875 2,401.49 55
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SARASOTA FL 34241 4 01/13/97 00
0600149981 03 03/01/97 0
0600149981 O 02/01/11
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1558888 559/G01 F 274,800.00 ZZ
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124A 4TH AVENUE 7.625 2,566.99 80
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SAN FRANCISCO CA 94118 1 02/12/97 00
0430161034 01 04/01/97 0
542633 O 03/01/12
0
1558961 181/181 F 277,500.00 ZZ
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1610 SUNDOWN DRIVE 7.500 2,572.46 75
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1
COLORADO SPRING CO 80906 5 01/13/97 00
5550751 03 03/01/97 0
5550751 O 02/01/12
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77 BLACKLAND ROAD 7.625 2,682.83 80
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ATLANTA GA 30342 1 01/31/97 00
9630102 05 03/01/97 0
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WATSONVILLE CA 95076 1 02/07/97 00
0430159590 05 04/01/97 0
817957822 O 03/01/12
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1558998 686/G01 F 80,000.00 ZZ
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8652 VIA REALE #2 UNIT 69U 8.375 781.95 67
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BOCA RATON FL 33496 1 02/13/97 00
0430159608 01 04/01/97 0
818035354 O 03/01/12
0
1559001 686/G01 F 125,800.00 ZZ
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137 HARROGATE PLACE 8.000 1,202.22 60
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LONGWOOD FL 32779 5 02/06/97 00
0430160812 03 04/01/97 0
818035958 O 03/01/12
0
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7300 SUNSHINE SKYWAY LN S 8.500 612.02 75
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ST PETERSBURG FL 33711 1 02/05/97 00
0430160853 01 04/01/97 0
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1
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24156 FARMINGTON ROAD 8.000 936.54 49
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FARMINGTON MI 48336 5 01/29/97 00
0430161042 05 03/01/97 0
817942899 O 02/01/12
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1559025 686/G01 F 65,000.00 ZZ
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HADDAM CT 06438 5 01/31/97 00
0430161075 05 04/01/97 0
817842545 O 03/01/12
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1559026 686/G01 F 175,000.00 ZZ
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12288 AREACA DRIVE 7.875 1,659.79 70
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WELLINGTON FL 33414 2 01/31/97 00
0430161083 05 03/01/97 0
818035867 O 02/01/12
0
1559158 356/G01 F 499,000.00 ZZ
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LOS GATOS CA 95030 2 01/31/97 00
0430159723 05 04/01/97 0
2397644 O 03/01/12
0
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14440 SOUTHWEST HAZELHILL DR 7.750 2,183.76 66
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TIGARD OR 97224 5 01/31/97 00
0430160416 05 03/01/97 0
2998342 O 02/01/12
0
1559185 637/G01 F 240,000.00 ZZ
180 240,000.00 1
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4405 PINON PLACE 7.500 2,224.83 79
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SAN JOSE CA 95136 1 02/06/97 00
0430162388 05 04/01/97 0
2298342 O 03/01/12
0
1559215 375/G01 F 125,400.00 ZZ
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LITTLE ROCK AR 72227 2 12/11/96 00
0430164707 05 02/01/97 0
635061 O 01/01/12
0
1559229 286/286 F 400,000.00 ZZ
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3607 WELLINGTON DR 7.875 3,793.80 76
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ROANOKE VA 24014 1 01/28/97 00
UNKNOWN 05 03/01/97 0
UNKNOWN O 02/01/12
0
1559233 286/286 F 244,500.00 ZZ
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2001 HILL HAVEN CR 7.875 2,318.96 80
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RICHARDSON TX 75081 1 01/29/97 00
0008428675 05 03/01/97 0
0008428675 O 02/01/12
0
1559236 181/181 F 500,000.00 ZZ
180 498,489.94 1
8530 CAMARGO ROAD 7.500 4,635.06 73
7.250 4,635.06 690,000.00
CINCINNATI OH 45243 2 01/02/97 00
5561698 05 03/01/97 0
5561698 O 02/01/12
0
1559363 163/G01 F 224,000.00 ZZ
180 223,338.21 1
2080 STEEPLEBROOK DRIVE 7.750 2,108.46 80
7.500 2,108.46 280,250.00
CORDOVA TN 38018 1 01/30/97 00
0430158725 05 03/01/97 0
1
0056668821 O 02/01/12
0
1559380 163/G01 F 530,000.00 ZZ
180 528,363.91 1
177 GEORGE STREET 7.250 4,838.17 74
7.000 4,838.17 725,000.00
PROVIDENCE RI 02906 2 01/10/97 00
0430158683 05 03/01/97 0
0372342753 O 02/01/12
0
1559382 163/G01 F 212,000.00 ZZ
180 211,373.67 1
77 MADELINE ROAD 7.750 1,995.50 80
7.500 1,995.50 265,000.00
MANCHESTER NH 03104 2 12/31/96 00
0430158758 05 03/01/97 0
0372341466 O 02/01/12
0
1559385 163/G01 F 293,500.00 ZZ
180 292,623.27 1
4430 TYNE BOULEVARD 7.625 2,741.68 43
7.375 2,741.68 690,000.00
NASHVILLE TN 37215 2 01/15/97 00
0430158675 05 03/01/97 0
0057010847 O 02/01/12
0
1559396 163/G01 F 308,000.00 ZZ
180 308,000.00 1
6400 ORILLA COURT RANCHO 8.000 2,943.41 77
7.750 2,943.41 400,000.00
MURIETA CA 95683 2 01/29/97 00
0430158667 03 04/01/97 0
0215622147 O 03/01/12
0
1559403 163/G01 F 265,000.00 ZZ
180 264,242.63 1
2630 COUNTRYWOOD PARKWAY 8.125 2,551.64 68
7.875 2,551.64 390,000.00
CORDOVA TN 38018 1 01/31/97 00
0430158782 05 03/01/97 0
0056995992 O 02/01/12
0
1
1559409 163/G01 F 344,000.00 ZZ
180 342,994.83 1
68 HORNBEAM ROAD 7.875 3,262.67 73
7.625 3,262.67 475,000.00
DUXBURY MA 02332 5 01/16/97 00
0430158774 05 03/01/97 0
1000035807 O 02/01/12
0
1559410 163/G01 F 210,000.00 ZZ
180 209,386.38 1
145 OLD NICHOLS ROAD 7.875 1,991.75 70
7.625 1,991.75 300,000.00
NESCONSET NY 11767 1 01/29/97 00
0430158766 05 03/01/97 0
372324755 O 02/01/12
0
1559416 163/G01 F 233,000.00 ZZ
180 231,633.87 1
34 FIREBRICK ROAD 7.875 2,209.89 77
7.625 2,209.89 305,000.00
SHARON MA 02067 2 12/16/96 00
0430158717 05 02/01/97 0
0215588132 O 01/01/12
0
1559419 163/G01 F 285,000.00 ZZ
180 284,203.40 1
1790 HILLARD DRIVE 8.375 2,785.66 75
8.125 2,785.66 385,000.00
SAN MARINO CA 91108 1 01/17/97 00
0430158709 05 03/01/97 0
0215626833 O 02/01/12
0
1559421 163/G01 F 248,200.00 ZZ
180 247,474.76 1
18211 SANTA LAURETTA STREET 7.875 2,354.05 75
7.625 2,354.05 335,000.00
FOUNTAIN VALLEY CA 92708 2 01/16/97 00
0430158741 05 03/01/97 0
0215616453 O 02/01/12
0
1559425 163/G01 F 276,400.00 ZZ
180 275,583.39 1
4217 GREENBRIAR 7.750 2,601.69 79
7.500 2,601.69 353,000.00
1
NIXA MO 65714 2 01/13/97 00
0430158790 05 03/01/97 0
0372248491 O 02/01/12
0
1559427 163/G01 F 263,000.00 ZZ
180 262,248.35 1
49 PAUL REVERE ROAD 8.125 2,532.38 66
7.875 2,532.38 400,000.00
NEEDHAM MA 02194 2 01/15/97 00
0430158691 05 03/01/97 0
0215555156 O 02/01/12
0
1559455 286/286 F 245,000.00 ZZ
180 245,000.00 1
1985 FOX RUN LN 6.875 2,185.05 80
6.625 2,185.05 307,000.00
CHARLOTTESVILLE VA 22901 2 01/29/97 00
8597780 05 04/01/97 0
8597780 O 03/01/12
0
1559457 286/286 F 350,000.00 ZZ
180 350,000.00 1
11736 PARAMONT WAY 7.750 3,294.47 42
7.500 3,294.47 850,000.00
PROSPECT KY 40059 2 01/31/97 00
935519 03 04/01/97 0
935519 O 03/01/12
0
1559529 286/286 F 400,000.00 ZZ
180 398,844.06 1
32420 PINEBROOK LANE 8.000 3,822.61 79
7.750 3,822.61 509,000.00
PEPPER PIKE OH 44124 1 01/23/97 00
8567160 05 03/01/97 0
8567160 O 02/01/12
0
1559533 286/286 F 242,000.00 ZZ
180 241,300.65 1
3240 38TH ST NW 8.000 2,312.68 80
7.750 2,312.68 302,500.00
WASHINGTON DC 20016 1 01/31/97 00
8574874 05 03/01/97 0
8574874 O 02/01/12
0
1
1559665 286/286 F 254,500.00 ZZ
180 254,500.00 1
216 STONELEIGH DRIVE 7.500 2,359.25 76
7.250 2,359.25 335,000.00
CARY NC 27511 2 02/03/97 00
8619215 03 04/01/97 0
8619215 O 03/01/12
0
1559668 025/025 F 317,000.00 ZZ
180 316,026.56 1
1321 PIEDMONT DRIVE 7.750 2,983.84 61
7.500 2,983.84 525,000.00
TALLAHASSEE FL 32312 5 01/10/97 00
366324 05 03/01/97 0
366324 O 02/01/12
0
1559841 647/G01 F 305,500.00 ZZ
180 305,500.00 1
1004 ROSECRANS AVENUE 7.500 2,832.02 75
7.250 2,832.02 412,000.00
MANHATTAN BEACH CA 90266 2 02/06/97 00
0430163063 05 04/01/97 0
19418987 O 03/01/12
0
1559845 356/G01 F 448,000.00 ZZ
180 448,000.00 1
44435 VIEW POINT CIRCLE 8.000 4,281.33 70
7.750 4,281.33 640,000.00
FREMONT CA 94539 2 02/03/97 00
0430161117 05 04/01/97 0
2387025 O 03/01/12
0
1559882 025/025 F 360,000.00 ZZ
180 358,936.41 1
781 LAKE SYBELIA DRIVE NORTH 7.750 3,388.59 80
7.500 3,388.59 450,000.00
MAITLAND FL 32751 1 01/30/97 00
114869 05 03/01/97 0
114869 O 02/01/12
0
1560008 A83/G01 F 252,000.00 ZZ
180 251,279.79 1
1
664 N NORTHCLIFFE CIRCLE 8.125 2,426.46 80
7.875 2,426.46 315,000.00
SALT LAKE CITY UT 84103 2 01/30/97 00
0430163139 05 03/01/97 0
154492 O 02/01/12
0
1560283 369/G01 F 336,500.00 ZZ
180 336,500.00 1
4 DEMBEIGH HILL CIRCLE 7.125 3,048.13 66
6.875 3,048.13 516,500.00
BALTIMORE MD 21210 1 02/04/97 00
0430164335 03 04/01/97 0
0049931868 O 03/01/12
0
1560326 E22/G01 F 174,000.00 BB
180 174,000.00 1
3501 MARIGOLD DR. 7.750 1,637.82 77
7.500 1,637.82 226,000.00
MONROVIA MD 21770 2 02/14/97 00
0410348106 05 04/01/97 0
410348106 O 03/01/12
0
1560384 354/354 F 328,000.00 ZZ
180 326,942.49 1
5522 TUPPER LAKE 6.750 2,902.51 80
6.500 2,902.51 410,000.00
HOUSTON TX 77056 1 01/31/97 00
20761391 03 03/01/97 0
20761391 O 02/01/12
0
1560407 354/354 F 235,000.00 ZZ
180 233,623.69 1
102 PITCHKETTLE POINT CIRCLE 7.250 2,145.23 58
7.000 2,145.23 410,000.00
SUFFOLK VA 23434 1 01/30/97 00
20742771 03 03/01/97 0
20742771 O 02/01/12
0
1560428 354/354 F 350,000.00 ZZ
180 348,877.31 1
8460 CAROLINES TRAIL 7.875 3,319.57 45
7.625 3,319.57 790,000.00
CINCINNATI OH 45242 2 01/09/97 00
20770962 03 03/01/97 0
1
20770962 O 02/01/12
0
1560438 025/025 F 314,000.00 ZZ
180 313,072.31 1
200 PALMETTO ROAD 7.750 2,955.61 80
7.500 2,955.61 392,500.00
BELLEAIR FL 34616 1 01/24/97 00
813342 05 03/01/97 0
813342 O 02/01/12
0
1560513 601/G01 F 271,200.00 ZZ
180 271,200.00 1
2940 LABORE ROAD 7.500 2,514.06 75
7.250 2,514.06 366,000.00
LITTLE CANADA MN 55109 5 02/21/97 00
0430162743 05 04/01/97 0
898710 O 03/01/12
0
1560586 354/354 F 400,000.00 ZZ
180 400,000.00 1
791 CROCKER ROAD 7.625 3,736.52 68
7.375 3,736.52 595,000.00
SACRAMENTO CA 95864 1 02/04/97 00
25008277 03 04/01/97 0
25008277 O 03/01/12
0
1560595 025/025 F 377,250.00 ZZ
180 376,135.45 1
511 E LAKE SUE AVENUE 7.750 3,550.96 75
7.500 3,550.96 503,000.00
WINTER PARK FL 32789 5 01/17/97 00
122819 05 03/01/97 0
122819 O 02/01/12
0
1560708 354/354 F 338,800.00 ZZ
180 337,731.09 1
4 CORAL GABLES COURT 7.000 3,045.24 80
6.750 3,045.24 423,500.00
NORTH POTOMAC MD 20878 1 01/30/97 00
20768206 05 03/01/97 0
20768206 O 02/01/12
0
1
1560718 267/267 F 235,000.00 ZZ
180 235,000.00 1
5085 PRINCESS ANNE ROAD 7.500 2,178.48 42
7.250 2,178.48 570,000.00
LA CANADA FLINT CA 91011 2 02/11/97 00
4434633 05 04/01/97 0
4434633 O 03/01/12
0
1560724 356/G01 F 250,000.00 ZZ
180 250,000.00 1
46750 SENTINEL DRIVE 8.000 2,389.14 47
7.750 2,389.14 540,000.00
FREMONT CA 94539 5 02/07/97 00
0430164905 05 04/01/97 0
2396083 O 03/01/12
0
1560726 354/354 F 250,000.00 ZZ
180 249,253.21 1
2210-THREE POTOMAC DRIVE 7.625 2,335.33 59
7.375 2,335.33 427,000.00
HOUSTON TX 77057 5 01/27/97 00
20778379 05 03/01/97 0
20778379 O 02/01/12
0
1560755 375/G01 F 150,000.00 ZZ
180 149,594.58 1
216 CAMBRIDGE CHASE 8.750 1,499.17 54
UNIT 17 8.500 1,499.17 280,164.00
EXTON PA 19341 1 01/28/97 00
0430166439 09 03/01/97 0
9608003 O 02/01/12
0
1560765 354/354 F 370,000.00 ZZ
180 370,000.00 1
1041 WELLINGTON TERRACE 7.875 3,509.27 67
7.625 3,509.27 555,000.00
TOWN & COUNTRY MO 63017 2 02/07/97 00
20796512 03 04/01/97 0
20796512 O 03/01/12
0
1560768 354/354 F 236,800.00 ZZ
180 236,800.00 1
3302 WOODBROOK LANE 7.875 2,245.93 80
7.625 2,245.93 296,000.00
1
SUGAR LAND TX 77478 1 02/07/97 00
20799771 03 04/01/97 0
20799771 O 03/01/12
0
1560787 998/G01 F 75,000.00 ZZ
180 75,000.00 1
965 SOUTH SERRANO AVENUE 7.750 705.96 75
7.500 705.96 100,000.00
LOS ANGELES CA 90006 1 02/04/97 00
0430164301 05 04/01/97 0
99355927 O 03/01/12
0
1560830 076/076 F 282,400.00 ZZ
180 280,688.91 1
2344 LAUREL ROAD 7.500 2,617.88 80
7.250 2,617.88 353,000.00
JACKSONVILLE FL 32207 1 12/27/96 00
7069172 05 02/01/97 0
7069172 O 01/01/12
0
1560835 076/076 F 256,000.00 ZZ
180 254,431.86 1
2501 WILKINSON ROAD 7.375 2,355.00 80
7.125 2,355.00 320,000.00
SARASOTA FL 34231 2 12/20/96 00
7068316 05 02/01/97 0
7068316 O 01/01/12
0
1560841 076/076 F 493,000.00 ZZ
180 490,077.53 1
10401 SW 87 COURT 7.750 4,640.49 85
7.500 4,640.49 580,000.00
MIAMI FL 33176 2 12/24/96 11
7067756 03 02/01/97 25
7067756 O 01/01/12
0
1560844 025/025 F 297,350.00 ZZ
180 297,350.00 1
626 BELMONT CREST DR 7.250 2,714.40 70
7.000 2,714.40 430,000.00
MARIETTA GA 30067 2 01/28/97 00
506487 03 04/01/97 0
506487 O 03/01/12
0
1
1560851 076/076 F 305,200.00 ZZ
180 303,390.80 1
702 SWEETWATER CLUB BOULEVARD 7.750 2,872.77 80
7.500 2,872.77 381,500.00
LONGWOOD FL 32779 1 01/02/97 00
7062301 03 02/01/97 0
7062301 O 01/01/12
0
1560853 076/076 F 452,800.00 ZZ
171 451,327.48 1
1134 SHIPWATCH DRIVE EAST 7.625 4,349.69 80
7.375 4,349.69 570,000.00
JACKSONVILLE FL 32225 4 01/08/97 00
7037252 03 03/01/97 0
7037252 O 05/01/11
0
1560858 076/076 F 232,500.00 ZZ
180 231,805.49 1
131 HIGHLAND AVENUE 7.625 2,171.85 49
7.375 2,171.85 480,000.00
SAN RAFAEL CA 94901 5 01/13/97 00
6818992 05 03/01/97 0
6818992 O 02/01/12
0
1560869 076/076 F 400,000.00 ZZ
180 398,831.20 1
45500 CLARET COURT 7.875 3,793.80 67
7.625 3,793.80 600,000.00
FREMONT CA 94539 2 01/13/97 00
6801162 05 03/01/97 0
6801162 O 02/01/12
0
1560874 076/076 F 330,000.00 ZZ
180 328,065.17 1
996 BUTTERNUT CIRCLE SOUTH 7.875 3,129.88 75
7.625 3,129.88 440,000.00
FRANKFORT IL 60423 1 12/27/96 00
6792152 05 02/01/97 0
6792152 O 01/01/12
0
1560886 076/076 F 301,500.00 ZZ
180 299,390.35 1
1
131 MACKHILL ROAD 6.990 2,708.29 90
6.740 2,708.29 335,000.00
AMHERST NH 03054 1 12/20/96 10
125553 05 02/01/97 12
125553 O 01/01/12
0
1560891 076/076 F 608,000.00 ZZ
180 604,395.82 1
436 VANDERBILT ROAD 7.750 5,722.96 40
7.500 5,722.96 1,536,000.00
ASHEVILLE NC 28803 2 12/26/96 00
6745882 05 02/01/97 0
6745882 O 01/01/12
0
1560896 076/076 F 249,250.00 ZZ
180 247,487.81 1
306 KINGFISHER DRIVE 7.625 2,328.32 70
7.375 2,328.32 360,000.00
SUGAR LAND TX 77478 2 12/10/96 00
6735622 03 02/01/97 0
6735622 O 01/01/12
0
1560904 076/076 F 445,000.00 ZZ
180 442,362.07 1
4801 COUNTY TRUNK M 7.750 4,188.68 41
7.500 4,188.68 1,100,000.00
MIDDLETON WI 53562 2 12/18/96 00
6735072 05 02/01/97 0
6735072 O 01/01/12
0
1560905 076/076 F 306,500.00 ZZ
180 304,601.96 1
923 WINWOOD DRIVE 7.250 2,797.93 64
7.000 2,797.93 480,000.00
VIRGINIA BEACH VA 23451 2 12/20/96 00
6728472 05 02/01/97 0
6728472 O 01/01/12
0
1560914 076/076 F 303,000.00 ZZ
180 301,203.82 1
4330 HILLSIDE DRIVE 7.750 2,852.07 80
7.500 2,852.07 379,000.00
NORMAN OK 73072 2 12/23/96 00
6717442 05 02/01/97 0
1
6717442 O 01/01/12
0
1560918 076/076 F 320,000.00 ZZ
180 318,204.88 3
164 BAY RIDGE PARKWAY 8.375 3,127.77 57
8.125 3,127.77 565,000.00
BROOKLYN NY 11209 1 12/23/96 00
6710302 05 02/01/97 0
6710302 O 01/01/12
0
1560923 076/076 F 400,000.00 ZZ
180 397,628.83 1
7110 MORGAN CIRCLE 7.750 3,765.10 72
7.500 3,765.10 560,000.00
OMAHA NE 68152 5 12/30/96 00
6680102 05 02/01/97 0
6680102 O 01/01/12
0
1560925 076/076 F 288,000.00 ZZ
180 286,273.95 1
550 WEMBLEY RD 7.625 2,690.29 80
7.375 2,690.29 360,000.00
AKRON OH 44313 2 12/18/96 00
6534562 05 02/01/97 0
6534562 O 01/01/12
0
1560928 076/076 F 230,300.00 ZZ
180 228,934.79 1
WAHRENBERGER ROAD 7.750 2,167.76 80
7.500 2,167.76 288,000.00
CONROE TX 77301 2 12/30/96 00
5786842 05 02/01/97 0
5786842 O 01/01/12
0
1561012 076/076 F 212,000.00 ZZ
180 210,701.38 1
630 SANTURCE AVENUE 7.375 1,950.24 80
7.125 1,950.24 265,000.00
CORAL GABLES FL 33183 1 12/20/96 00
7069767 05 02/01/97 0
7069767 O 01/01/12
0
1
1561017 076/076 F 575,000.00 ZZ
180 573,244.29 1
16922 CANDELEDA DE AVILA 7.375 5,289.56 67
7.125 5,289.56 865,000.00
TAMPA FL 33613 1 01/07/97 00
7069910 03 03/01/97 0
7069910 O 02/01/12
0
1561022 076/076 F 240,000.00 ZZ
180 239,259.13 1
3919 CORDOVA AVENUE 7.250 2,190.87 80
7.000 2,190.87 300,000.00
JACKSONVILLE FL 32207 2 12/27/96 00
7070615 05 03/01/97 0
7070615 O 02/01/12
0
1561024 076/076 F 245,200.00 ZZ
180 243,586.81 1
18 ENSUENO WEST 7.875 2,325.60 80
7.625 2,325.60 310,000.00
IRVINE CA 92620 2 12/24/96 00
17071874 03 02/01/97 0
17071874 O 01/01/12
0
1561028 076/076 F 245,000.00 ZZ
180 243,563.50 1
1667 29TH AVENUE 7.875 2,323.71 70
7.625 2,323.71 350,000.00
SAN FRANCISCO CA 94122 2 12/24/96 00
7072019 05 02/01/97 0
7072019 O 01/01/12
0
1561040 076/076 F 272,000.00 ZZ
180 270,351.46 1
1947 EAST NORSHIRE 7.500 2,521.70 78
7.250 2,521.70 350,000.00
SPRINGFIELD MO 65804 2 12/20/96 00
677592 05 02/01/97 0
677592 O 01/01/12
0
1561041 076/076 F 345,000.00 ZZ
180 342,854.59 1
2470 UNICORNIO STREET 7.625 3,222.75 75
7.375 3,222.75 460,000.00
1
CARLSBAD CA 92009 5 12/18/96 00
6780862 05 02/01/97 0
6780862 O 01/01/12
0
1561046 076/076 F 330,000.00 T
180 329,003.36 1
211 PINE STREET 7.500 3,059.14 46
7.250 3,059.14 725,000.00
BRECKENRIDGE CO 80424 1 01/06/97 00
6774352 05 03/01/97 0
6774352 O 02/01/12
0
1561047 076/076 F 253,000.00 ZZ
180 249,248.87 1
1321 KLAMATH DRIVE 8.000 2,417.80 75
7.750 2,417.80 337,500.00
SAN JOSE CA 95130 2 01/02/97 00
6772922 05 03/01/97 0
6772922 O 02/01/12
0
1561048 076/076 F 315,000.00 ZZ
180 313,049.34 1
10 REMINGTON RUN 7.250 2,875.52 90
7.000 2,875.52 350,000.00
SAN ANTONIO TX 78258 1 12/12/96 04
6746852 03 02/01/97 25
6746852 O 01/01/12
0
1561051 076/076 F 284,800.00 ZZ
180 283,111.73 1
1801 N HUDSON 7.750 2,680.75 76
7.500 2,680.75 375,000.00
OKLAHOMA CITY OK 73103 2 12/23/96 00
6748432 05 02/01/97 0
6748432 O 01/01/12
0
1561054 076/076 F 600,000.00 ZZ
180 596,443.25 1
1245 CHERRY STREET 7.750 5,647.65 78
7.500 5,647.65 776,000.00
WINNETKA IL 60093 2 12/19/96 00
6749772 05 02/01/97 0
6749772 O 01/01/12
0
1
1561056 076/076 F 252,000.00 ZZ
180 250,221.54 1
23 W 320 HAMPTON CIRCLE 7.500 2,336.07 40
7.250 2,336.07 630,000.00
NAPERVILLE IL 60540 2 12/16/96 00
6750612 05 02/01/97 0
6750612 O 01/01/12
0
1561057 076/076 F 300,000.00 ZZ
180 297,860.49 1
10952 WEST HAMPDEN PLACE 7.375 2,759.77 80
7.125 2,759.77 375,000.00
LAKEWOOD CO 80227 1 12/31/96 00
6757532 05 02/01/97 0
6757532 O 01/01/12
0
1561059 076/076 F 301,000.00 ZZ
180 300,100.87 1
1024 MARVILLA LANE 7.625 2,811.73 58
7.375 2,811.73 525,000.00
FRONTENAC MO 63131 2 01/16/97 00
6769722 05 03/01/97 0
6769722 O 02/01/12
0
1561124 181/181 F 254,800.00 ZZ
180 254,800.00 1
1309 DAYTON AVENUE 7.875 2,416.65 80
7.625 2,416.65 318,500.00
ALAMEDA CA 94501 1 02/06/97 00
5399475 05 04/01/97 0
5399475 O 03/01/12
0
1561132 354/354 F 600,000.00 ZZ
180 600,000.00 1
650 VISTA HILL TERRACE 7.375 5,519.54 59
7.125 5,519.54 1,025,000.00
FREMONT CA 94539 1 02/07/97 00
24878175 03 04/01/97 0
24878175 O 03/01/12
0
1561135 354/354 F 277,850.00 ZZ
180 277,850.00 1
1
2014 JUNIPER RIDGE ROAD 7.375 2,556.01 80
7.125 2,556.01 347,359.00
CEDAR HILL TX 75104 1 02/10/97 00
20817730 05 04/01/97 0
20817730 O 03/01/12
0
1561140 354/354 F 415,000.00 ZZ
180 415,000.00 1
1340 EAVES SPRING ROAD 7.000 3,730.14 64
6.750 3,730.14 656,000.00
MALVERN PA 19355 1 02/19/97 00
20817060 03 04/01/97 0
20817060 O 03/01/12
0
1561143 354/354 F 288,000.00 ZZ
180 288,000.00 1
7004 LAKEWOOD DRIVE 7.250 2,629.05 80
7.000 2,629.05 360,000.00
RICHMOND VA 23229 1 02/12/97 00
20794293 05 04/01/97 0
20794293 O 03/01/12
0
1561154 526/526 F 350,000.00 ZZ
180 350,000.00 1
29029 SPRUCEGROVE DRIVE 8.375 3,421.00 69
8.125 3,421.00 510,000.00
RANCHO PALOS VE CA 90275 5 02/07/97 00
0166788 05 04/01/97 0
0166788 O 03/01/12
0
1561697 069/G01 F 275,000.00 ZZ
180 275,000.00 1
206 SOUTH CAMINO REAL UNIT A 8.250 2,667.89 74
8.000 2,667.89 374,000.00
REDONDO BEACH CA 90277 1 02/20/97 00
0430167544 01 04/01/97 0
2362161578 O 03/01/12
0
1561990 961/G01 F 100,000.00 ZZ
180 100,000.00 1
1950 RIO BONITO DRIVE 7.750 941.28 20
7.500 941.28 500,000.00
ROWLAND HEIGHTS CA 91748 1 02/19/97 00
0430167163 05 04/01/97 0
1
09109777 O 03/01/12
0
TOTAL NUMBER OF LOANS : 652
TOTAL ORIGINAL BALANCE : 183,263,792.33
TOTAL PRINCIPAL BALANCE : 181,484,047.93
TOTAL ORIGINAL P+I : 1,719,658.69
TOTAL CURRENT P+I : 1,719,658.69
***************************
* END OF REPORT *
***************************
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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<PAGE>
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented or
otherwise modified from time to time, this "Contract") is made this _________
day of _______, 19____, by and between Residential Funding Corporation, its
successors and assigns ("Residential Funding") and _____________________ (the
"Seller/Servicer," and, together with Residential Funding, the "parties" and
each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service
Loans for, Residential Funding, and Residential Funding desires to purchase
Loans from the Seller/Servicer and/or have the Seller/Servicer service various
of its Loans, pursuant to the terms of this Contract and the Residential Funding
Seller and Servicer Guides incorporated herein by reference, as amended,
supplemented or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the terms,
conditions and agreements set forth below, the parties agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and read the
Guides. All provisions of the Guides are incorporated by reference into and made
a part of this Contract, and shall be binding upon the parties; provided,
however, that the Seller/Servicer shall be entitled to sell Loans to and/or
service Loans for Residential Funding only if and for so long as it shall have
been authorized to do so by Residential Funding in writing. Specific reference
in this Contract to particular provisions of the Guides and not to other
provisions does not mean that those provisions of the Guides not specifically
cited in this Contract are not applicable. All terms used herein shall have the
same meanings as such terms have in the Guides, unless the context clearly
requires otherwise.
2. Amendments.
This Contract may not be amended or modified orally, and no provision
of this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties hereto.
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each represents
and warrants to the other that as of the date of this Contract:
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<PAGE>
(1)Each party is duly organized, validly existing, and in good standing under
the
laws of its jurisdiction of organization, is qualified, if necessary, to do
business and in good standing in each jurisdiction in which it is required to
be so qualified, and has the requisite power and authority to enter into this
Contract and all other agreements which are contemplated by this Contract
and to carry out its obligations hereunder and under the Guides and under
such other agreements.
(2)This Contract has been duly authorized, executed and
delivered by each party and constitutes a valid and
legally binding agreement of each party enforceable
in accordance with its terms.
(3)There is no action, proceeding or investigation
pending or threatened, and no basis therefor is known
to either party, that could affect the validity or
prospective validity of this Contract.
(4)Insofar as its capacity to carry out any obligation under this Contract is
concerned, neither party is in violation of any charter, articles of
incorporation, bylaws, mortgage, indenture, indebtedness, agreement,
instrument, judgment, decree, order, statute, rule or regulation and none of
the foregoing adversely affects its capacity to fulfill any of its
obligations
under this Contract. Its execution of, and performance pursuant to, this
Contract will not result in a violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants
made by the Seller/Servicer pursuant to subparagraph (a) of
this paragraph 3, the Seller/Servicer makes the
representations, warranties and covenants set forth in the
Guides and, upon request, agrees to deliver to Residential
Funding the certified Resolution of Board of Directors which
authorizes the execution and delivery of this Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default shall
occur, Residential Funding may, at its option, exercise one or more of those
remedies set forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
6. Prior Agreements Superseded.
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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<PAGE>
Contracts between the parties except that any subservicing agreement executed by
the Seller/Servicer in connection with any loan-security exchange transaction
shall not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole or in part,
by the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment or Loan.
8. Notices.
All notices, requests, demands or other communications that are to be
given under this Contract shall be in writing, addressed to the appropriate
parties and sent by telefacsimile or by overnight courier or by United States
mail, postage prepaid, to the addresses and telefacsimile numbers specified
below. However, another name, address and/or telefacsimile number may be
substituted by the Seller/Servicer pursuant to the requirements of this
paragraph 8, or Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate address or
telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (___) ___-____
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of any
state or federal court located in Hennepin County, Minnesota, over any action,
suit or proceeding to enforce or defend any right under this Contract or
otherwise arising from any loan sale or servicing relationship existing in
connection with this Contract, and each of the parties irrevocably agrees that
all claims in respect of any such action or proceeding may be heard or
determined in such state or federal court. Each of the parties irrevocably
waives the defense of an inconvenient forum to the maintenance of any such
action or proceeding and any other substantive or procedural rights or remedies
it may have with respect to the maintenance of any such action or proceeding in
any such forum. Each of the parties agrees that a final judgment in any such
action or proceeding shall be conclusive and may
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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<PAGE>
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.
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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:
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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<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
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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<PAGE>
Date
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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<PAGE>
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Mortgage Pass-Through Certificates, Series 1997-S4,
Class [R-I] [and] [Class] [R-II] (the "Owner")), a [savings institution]
[corporation] duly organized and existing under the laws of [the State of
__________________] [the United States], on behalf of which he makes this
affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) will
endeavor to remain other than a disqualified organization for so long as it
retains its ownership interest in the Class [R-I] [and] [Class] [R-II]
Certificates, and (iii) is acquiring the Class [R-I] [and] [Class] [R-II]
Certificates for its own account or for the account of another Owner from which
it has received an affidavit and agreement in substantially the same form as
this affidavit and agreement. (For this purpose, a "disqualified organization"
means the United States, any state or political subdivision thereof, any agency
or instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income).
3. That the Owner is aware (i) of the tax that would be
imposed on transfers of Class [R-I] [and] [Class] [R-II] Certificates to
disqualified organizations under the Code, that applies to all transfers of
Class [R-I] [and] [Class] [R-II] Certificates after March 31, 1988; (ii) that
such tax would be on the transferor, or, if such transfer is through an agent
(which person includes a broker, nominee or middleman) for a disqualified
organization, on the agent; (iii) that the person otherwise liable for the tax
shall be relieved of liability for the tax if the transferee furnishes to such
person an affidavit that the transferee is not a disqualified organization and,
at the time of transfer, such person does not have actual knowledge that the
affidavit is false; and (iv) that the Class [R-I] [and] [Class] [R-II]
Certificates may be "noneconomic residual interests" within the meaning of
Treasury regulations promulgated pursuant to the Code and that the transferor of
a noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer was to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a
"pass-through entity" holding
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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<PAGE>
Class [R-I] [and] [Class] [R-II] Certificates if at any time during the taxable
year of the pass-through entity a disqualified organization is the record holder
of an interest in such entity. (For this purpose, a "pass through entity"
includes a regulated investment company, a real estate investment trust or
common trust fund, a partnership, trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trustee will not register
the transfer of any Class [R-I] [and] [Class] [R-II] Certificates unless the
transferee, or the transferee's agent, delivers to it an affidavit and
agreement, among other things, in substantially the same form as this affidavit
and agreement. The Owner expressly agrees that it will not consummate any such
transfer if it knows or believes that any of the representations contained in
such affidavit and agreement are false.
6. That the Owner has reviewed the restrictions set forth on
the face of the Class [R- I] [and] [Class] [R-II] Certificates and the
provisions of Section 5.02(f) of the Pooling and Servicing Agreement under which
the Class [R-I] [and] [Class] [R-II] Certificates were issued (in particular,
clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the Trustee to
deliver payments to a person other than the Owner and negotiate a mandatory sale
by the Trustee in the event the Owner holds such Certificates in violation of
Section 5.02(f)). The Owner expressly agrees to be bound by and to comply with
such restrictions and provisions.
7. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class [R-I] [and] [Class] [R-II]
Certificates will only be owned, directly or indirectly, by an Owner that is not
a disqualified organization.
8. The Owner's Taxpayer Identification Number is __________.
9. This affidavit and agreement relates only to the Class
[R-I] [and] [Class] [R-II] Certificates held by the Owner and not to any other
holder of the Class [R-I] [and] [Class] [R-II] Certificates. The Owner
understands that the liabilities described herein relate only to the Class [R-
I] [and] [Class] [R-II] Certificates.
10. That no purpose of the Owner relating to the transfer of
any of the Class [R-I] [and] [Class] [R-II] Certificates by the Owner is or will
be to impede the assessment or collection of any tax.
11. That the Owner has no present knowledge or expectation
that it will be unable to pay any United States taxes owed by it so long as any
of the Certificates remain outstanding. In this regard, the Owner hereby
represents to and for the benefit of the person from whom it acquired the Class
[R-I] [and] [Class] [R-II] Certificate that the Owner intends to pay taxes
associated with holding such Class [R-I] [and] [Class] [R-II] Certificate as
they become due, fully understanding that it may incur tax liabilities in excess
of any cash flows generated by the Class [R-I] [and] [Class] [R- II]
Certificate.
12. That the Owner has no present knowledge or
expectation that it will become
insolvent or subject to a bankruptcy proceeding for so long as any of the
Class [R-I] [and] [Class]
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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<PAGE>
[R-II] Certificates remain outstanding.
13. 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 or
trust whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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<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__.
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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<PAGE>
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1997-S4
Re: Mortgage Pass-Through Certificates,
Series 1997-S4, Class R-I and Class R-II
Ladies and Gentlemen:
This letter is delivered to you in connection with the
transfer by _______________________________ (the "Seller") to
_______________________________ (the "Purchaser") of $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1997-S4, Class R-I and Class R-II (the "Certificates"), pursuant to Section 5.02
of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of March 1, 1997 among Residential Funding Mortgage Securities I, Inc.,
as seller (the "Company"), Residential Funding Corporation, as master servicer,
and Bankers Trust Company, as trustee (the "Trustee"). All terms used herein and
not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Seller hereby certifies, represents and warrants to,
and covenants with, the Company and the Trustee that:
1. No purpose of the Seller relating to the transfer of
the Certificate by the Seller
to the Purchaser is or will be to impede the assessment or collection of any
tax.
2. The Seller understands that the Purchaser has delivered to
the Trustee and the Master Servicer a transfer affidavit and agreement in
the
form attached to the Pooling and Servicing Agreement as Exhibit I-1. The Seller
does not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted
a reasonable investigation
of the financial condition of the Purchaser as contemplated by Treasury
Regulations Section
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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<PAGE>
1.860E-1(c)(4)(i) and, as a result of that investigation, the Seller has
determined that the Purchaser has historically paid its debts as they become due
and has found no significant evidence to indicate that the Purchaser will not
continue to pay its debts as they become due in the future. The Seller
understands that the transfer of a Class [R-I] [or] [Class] [R-II] Certificate
may not be respected for United States income tax purposes (and the Seller may
continue to be liable for United States income taxes associated therewith)
unless the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the proposed
Transferee is not both
a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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<PAGE>
EXHIBIT J-1
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1997-S4
RE: Mortgage Pass-Through Certificates,
Series 1997-S4, Class B-__
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1997-S4, Class __ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March
1, 1997 among Residential Funding Mortgage Securities I, Inc., as seller (the
"Company"), Residential Funding Corporation, as master servicer, and Bankers
Trust Company, as trustee (the "Trustee"). All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Purchaser hereby certifies, represents and warrants to, and
covenants with, the Company and the Trustee that:
1. The Purchaser understands that (a) the Certificates
have not been and will not be registered or qualified under
the Securities Act of 1933, as amended (the "Act") or any
state securities law, (b) the Company is not required to so
register or qualify the Certificates, (c) the Certificates may
be resold only if registered and qualified pursuant to the
provisions of the Act or any state securities law, or if an
exemption from such registration and qualification is
available, (d) the Pooling and Servicing Agreement contains
restrictions regarding the transfer of the Certificates and
(e) the Certificates will bear a legend to the foregoing
effect.
2. The Purchaser is acquiring the Certificates for its
own account for investment only and not with a view to or for
sale in connection with any distribution thereof in any manner
that would violate the Act or any applicable state securities
laws.
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<PAGE>
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such
matters related to securities similar to the Certificates,
such that it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the economic
risks of such an investment and (c) an "accredited investor"
within the meaning of Rule 501(a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished with, and has had
an opportunity to review (a) [a copy of the Private Placement
Memorandum, dated ____________, 199_, relating to the
Certificates (b)] a copy of the Pooling and Servicing
Agreement and [b] [c] such other information concerning the
Certificates, the Mortgage Loans and the Company as has been
requested by the Purchaser from the Company or the Seller and
is relevant to the Purchaser's decision to purchase the
Certificates. The Purchaser has had any questions arising from
such review answered by the Company or the Seller to the
satisfaction of the Purchaser. [If the Purchaser did not
purchase the Certificates from the Seller in connection with
the initial distribution of the Certificates and was provided
with a copy of the Private Placement Memorandum (the
"Memorandum") relating to the original sale (the "Original
Sale") of the Certificates by the Company, the Purchaser
acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Company solely
for use in connection with the Original Sale and the Company
did not participate in or facilitate in any way the purchase
of the Certificates by the Purchaser from the Seller, and the
Purchaser agrees that it will look solely to the Seller and
not to the Company with respect to any damage, liability,
claim or expense arising out of, resulting from or in
connection with (a) error or omission, or alleged error or
omission, contained in the Memorandum, or (b) any information,
development or event arising after the date of the
Memorandum.]
5. The Purchaser has not and will not nor has it
authorized or will it authorize any person to (a) offer,
pledge, sell, dispose of or otherwise transfer any
Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) solicit any
offer to buy or to accept a pledge, disposition of other
transfer of any Certificate, any interest in any Certificate
or any other similar security from any person in any manner,
(c) otherwise approach or negotiate with respect to any
Certificate, any interest in any Certificate or any other
similar security with any person in any manner, (d) make any
general solicitation by means of general advertising or in any
other manner or (e) take any other action, that (as to any of
(a) through (e) above) would constitute a distribution of any
Certificate under the Act, that would render the disposition
of any Certificate a violation of Section 5 of the Act or any
state securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or
otherwise transfer any of the Certificates, except in
compliance with the provisions of the Pooling and Servicing
Agreement.
*6. The Purchaser represents that either (a) or (b) is
satisfied, as marked
below:
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<PAGE>
a. is not any employee benefit plan subject
to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal
Revenue Code of 1986 (the "Code"), a Person acting, directly or indirectly, on
behalf of any such plan or any Person acquiring such Certificates with "plan
assets" of a Plan within the meaning of the Department of Labor regulation
promulgated at 29 C.F.R. ss.2510.3-101; or
b. will provide the Trustee, the Company and
the Master Servicer with
either: (i) an opinion of counsel, satisfactory to the Trustee, the Company and
the Master Servicer, to the effect that the purchase and holding of a
Certificate by or on behalf of the Purchaser is permissible under applicable
law, will not constitute or result in a prohibited transaction under Section 406
of ERISA or Section 4975 of the Code (or comparable provisions of any subsequent
enactments) and will not subject the Trustee, the Company or the Master Servicer
to any obligation or liability (including liabilities under ERISA or Section
4975 of the Code) in addition to those undertaken in the Pooling and Servicing
Agreement, which opinion of counsel shall not be an expense of the Trustee, the
Company or the Master Servicer; or (ii) in lieu of such opinion of counsel, a
certification in the form of Exhibit J-2 to the Pooling and Servicing Agreement.
* To be inserted when Prohibited Transaction Exemption 94-29, the
individual exemption granted to RFC by the Department of Labor, will
not exempt a transaction from the application of the prohibited
transaction provisions of ERISA and the Code.
Very truly yours,
By:
Name:
Title:
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<PAGE>
EXHIBIT J-2
FORM OF ERISA REPRESENTATION LETTER
_____________, 199__
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1997-S4
Re: Mortgage Pass-Through Certificates,
Series 1997-S4, Class____
Dear Sirs:
___________________ (the "Purchaser") intends to purchase from
___________________ (the "Seller") $ _________________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1997-S4, Class
____ (the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the"Pooling and Servicing Agreement"), dated as of March 1, 1997,
among Residential Funding Mortgage Securities I, Inc., as seller (the
"Company"), Residential Funding Corporation, as master servicer (the "Master
Servicer") and Bankers Trust Company, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with the Company, the Trustee and the Master Servicer
that the following statements in either (1) or (2) are accurate:
(1) The Certificates (i) are not being acquired by, and will
not be transferred to, any employee benefit plan within the meaning of
section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") or other retirement arrangement, including individual
retirement accounts and annuities, Keogh plans and bank collective
investment funds and insurance company general or separate accounts in
which such plans,
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accounts or arrangements are invested, that is subject to Section 406
of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the
"Code") (any of the foregoing, a "Plan"), (ii) are not being acquired
with "plan assets" of a Plan within the meaning of the Department of
Labor ("DOL") regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under
ERISA, and (iii) will not be transferred to any entity that is deemed
to be investing in plan assets within the meaning of the DOL
regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA; or
(2) The purchase of Certificates is permissible under
applicable law, will not constitute or result in any prohibited
transaction under ERISA or Section 4975 of the Code, will not subject
the Company, the Trustee or the Master Servicer to any obligation in
addition to those undertaken in the Pooling and Servicing Agreement
and, with respect to each source of funds ("Source") being used by the
Purchaser to acquire the Certificates, each of the following statements
are accurate: (a) the Purchaser is an insurance company; (b) the Source
is assets of the Purchaser's "general account;" (c) the conditions set
forth in Sections I and III of Prohibited Transaction Class Exemption
("PTCE") 95-60 issued by the DOL have been satisfied and the purchase,
holding and transfer of Certificates by or on behalf of the Purchaser
are exempt under PTCE 95-60; and (d) the amount of reserves and
liabilities for such general account contracts held by or on behalf of
any Plan do not exceed 10% of the total reserves and liabilities of
such general account plus surplus as of the date hereof (for purposes
of this clause, all Plans maintained by the same employer (or affiliate
thereof) or employee organization are deemed to be a single Plan) in
connection with its purchase and holding of such Certificates.
Very truly yours,
By:
Name:
Title:
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EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1997-S4
Re: Mortgage Pass-Through Certificates,
Series 1997-S4, [Class B-]
Ladies and Gentlemen:
In connection with the sale by (the "Seller") to (the
"Purchaser") of $ Initial Certificate Principal Balance of Mortgage Pass-Through
Certificates, Series 1997-S4, Class (the "Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of March 1, 1997 among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer, and
Bankers Trust Company, as trustee (the "Trustee"). The Seller hereby certifies,
represents and warrants to, and covenants with, the Company and the Trustee
that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act, in any manner
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<PAGE>
set forth in the foregoing sentence with respect to any Certificate. The Seller
has not and will not sell or otherwise transfer any of the Certificates, except
in compliance with the provisions of the Pooling and Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
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<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 March 1, 1997 among
Residential Funding Corporation as Master Servicer, Residential Funding Mortgage
Securities I, Inc. as depositor pursuant to Section 5.02 of the Agreement and
Bankers Trust Company, as trustee, as follows:
a. The Buyer understands that the Rule 144A Securities
have not been registered under the 1933 Act or the securities laws of
any state.
b. The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable of
evaluating the merits and risks of investment in the Rule 144A
Securities.
c. The Buyer has been furnished with all information
regarding the Rule 144A Securities that it has requested from the
Seller, the Trustee or the Servicer.
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<PAGE>
d. Neither the Buyer nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Rule
144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security
from, or otherwise approached or negotiated with respect to the Rule
144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or
taken any other action, that would constitute a distribution of the
Rule 144A Securities under the 1933 Act or that would render the
disposition of the Rule 144A Securities a violation of Section 5 of the
1933 Act or require registration pursuant thereto, nor will it act, nor
has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that
term is defined in Rule 144A under the 1933 Act and has completed
either of the forms of certification to that effect attached hereto as
Annex 1 or Annex 2. The Buyer is aware that the sale to it is being
made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A
Securities for its own account or the accounts of other qualified
institutional buyers, understands that such Rule 144A Securities may be
resold, pledged or transferred only (i) to a person reasonably believed
to be a qualified institutional buyer that purchases for its own
account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the 1933 Act.
*3. The Buyer represents that either (a) or (b) is satisfied, as marked
below: :
a. is not any employee benefit plan subject to
the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code
of 1986 (the "Code"), a Person acting, directly or indirectly, on behalf of any
such plan or any Person acquiring such Certificates with "plan assets" of a Plan
within the meaning of the Department of Labor regulation promulgated at 29
C.F.R. ss.2510.3-101; or
b. will provide the Trustee, the Company and
the Master Servicer with
either: (i) an opinion of counsel, satisfactory to the Trustee, the Company and
the Master Servicer, to the effect that the purchase and holding of a
Certificate by or on behalf of the Buyer is permissible under applicable law,
will not constitute or result in a prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code (or comparable provisions of any subsequent
enactments) and will not subject the Trustee, the Company or the Master Servicer
to any obligation or liability (including liabilities under ERISA or Section
4975 of the Code) in addition to those undertaken in the Pooling and Servicing
Agreement, which opinion of counsel shall not be an expense of the Trustee, the
Company or the Master Servicer; or (ii) in lieu of such opinion of counsel, a
certification in the form of Exhibit J-2 to the Pooling and Servicing Agreement.
* To be inserted when Prohibited Transaction Exemption 94-29, the
individual exemption granted to RFC by the Department of Labor, will
not exempt a transaction from the application of the prohibited
transaction provisions of ERISA and the Code.
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<PAGE>
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.
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:
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<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.
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___ Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and
examined by a State or Federal authority having supervision over
any such institutions or is a foreign savings and loan association
or equivalent institution and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial
statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant to
Section 15 of the Securities
-------------
Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company whose primary
and predominant business activity is the writing of insurance or
the reinsuring of risks underwritten by insurance companies and
which is subject to supervision by the insurance commissioner or a
similar official or agency of a State or territory or the District
of Columbia.
___ State or Local Plan. The Buyer is a plan established and
maintained by a State, its
political subdivisions, or any agency or instrumentality of
the State or its political
subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act
of 1974.
___ Investment Adviser. The Buyer is an investment adviser registered
under the Investment
Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed
by the U.S. Small
Business Administration under Section 301(c) or (d) of the Small
Business Investment
Act of 1958.
___ Business Development Company. The Buyer is a business development
company as
defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or
trust company and whose participants are exclusively (a) plans
established and maintained by a State, its political subdivisions,
or any agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees, or (b) employee
benefit plans within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, but is not a trust fund
that includes as participants individual retirement accounts or
H.R. 10 plans.
3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
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<PAGE>
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer
agrees that, in connection with any purchase of securities sold to the Buyer for
the account of a third party (including any separate account) in reliance on
Rule 144A, the Buyer will only purchase for the account of a third party that at
the time is a "qualified institutional buyer" within the meaning of Rule 144A.
In addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
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<PAGE>
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer
is a "qualified institutional buyer" as that term is defined in Rule 144A under
the Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used.
____ The Buyer owned $___________________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent
fiscal year (such
amount being calculated in accordance with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in the
aggregate $______________ in securities (other than the excluded securities
referred
to below) as of the end of the Buyer's most recent fiscal year
(such amount being
calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands
that each of the parties
to which this certification is made are relying and will continue to rely on the
statements made herein
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<PAGE>
because one or more sales to the Buyer will be in reliance on Rule 144A. In
addition, the Buyer will only purchase for the Buyer's own account.
6. The undersigned will notify each of the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
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<PAGE>
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited
Guaranty. (a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the
third Business Day prior to each Distribution Date or the related Determination
Date, the Master Servicer shall determine whether any Realized Losses (other
than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be
made prior to the later of the third Business Day prior to each Distribution
Date or the related Determination Date by the Master Servicer with written
notice thereof to the Trustee. The maximum amount that Residential Funding shall
be required to pay pursuant to this Section on any Distribution Date (the
"Amount
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<PAGE>
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) REMIC I or REMIC II to fail to
qualify as a REMIC at any time that any Certificate is outstanding, and (ii) no
such substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Company obtains written
confirmation from each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such substitution shall
not lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
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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 either REMIC I or REMIC II, 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) REMIC I or REMIC II 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.
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1997-S4
, 199__
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1997-S4
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware
corporation ("Residential Funding"), an indirect wholly-owned subsidiary of
General Motors Acceptance Corporation, a New York corporation ("GMAC"), plans to
incur certain obligations as described under Section 12.01 of the Pooling and
Servicing Agreement dated as of March 1, 1997 (the "Servicing Agreement"), among
Residential Funding Mortgage Securities I, Inc. (the "Company"), Residential
Funding and Bankers Trust Company (the "Trustee") as amended by Amendment No.
___ thereto, dated as of ________, with respect to the Mortgage Pass-Through
Certificates, Series 1997-S4 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with
respect to the ability of Residential Funding to secure sufficient funds and
faithfully to perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good and valuable consideration, the receipt of
which is hereby acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute
and deposit in the
Certificate Account on behalf of Residential Funding (or otherwise provide to
Residential Funding,
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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<PAGE>
or to cause to be made available to Residential Funding), either directly or
through a subsidiary, in any case prior to the related Distribution Date, such
moneys as may be required by Residential Funding to perform its Subordinate
Certificate Loss Obligation when and as the same arises from time to time upon
the demand of the Trustee in accordance with Section 12.01 of the Servicing
Agreement.
(b) The agreement set forth in the preceding clause (a) shall
be absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part
of Residential Funding, the Trustee or any other person in asserting or
enforcing any rights or in making any claims or demands hereunder. Any defective
or partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited
Guaranty may be modified, amended or terminated only by the written agreement of
GMAC and the Trustee and only if such modification, amendment or termination is
permitted under Section 12.02 of the Servicing Agreement. The obligations of
GMAC under this Limited Guaranty shall continue and remain in effect so long as
the Servicing Agreement is not modified or amended in any way that might affect
the obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
4. Successor. Except as otherwise expressly provided
herein, the guarantee
herein set forth shall be binding upon GMAC and its respective successors.
5. Governing Law. This Limited Guaranty shall be
governed by the laws of the
State of New York.
6. Authorization and Reliance. GMAC understands that
a copy of this Limited
Guaranty shall be delivered to the Trustee in connection with the execution of
Amendment No. 1
to the Servicing Agreement and GMAC hereby authorizes the Company and the
Trustee to rely on
the covenants and agreements set forth herein.
7. Definitions. Capitalized terms used but not
otherwise defined herein shall
have the meaning given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be
executed in any number of
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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<PAGE>
counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to
be executed and delivered by its respective officers thereunto duly authorized
as of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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<PAGE>
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1997-S4
Re: Mortgage Pass-Through Certificates, Series 1997-S4
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 March 1, 1997 among Residential Funding Mortgage Securities I, Inc.,
as seller (the "Company"), Residential Funding Corporation, as master servicer,
and the Trustee. All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Lender hereby
certifies, represents and warrants to, and covenants with, the Master Servicer
and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is solely to
comply with, or facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be
modified to have a rate of interest at least 0.25 percent below or above the
rate of interest on such Mortgage Loan prior to such proposed assignment; and
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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<PAGE>
(iv) such assignment is at the request of the borrower under the
related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
RUN ON : 03/20/97 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 10.05.38 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1997-S4 15 YEAR CUTOFF : 03/01/97
POOL : 0004239
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
CURR NOTE RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST STRIP RATE STRIP
------------------------------------------------------------------------------
1476356 .2500
155,250.35 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
1518044 .2500
220,011.78 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1529919 .2500
245,496.18 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.0000 .4700
1534018 .2500
693,618.01 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1534446 .2500
297,264.86 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.0000 .2200
1534555 .2500
492,354.73 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1
1535753 .2500
139,214.63 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.0000 1.0950
1536016 .2500
294,302.33 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.0000 .8450
1536465 .2500
295,584.61 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1538162 .2500
365,205.81 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.0000 .3450
1538275 .2500
232,970.43 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1538320 .2500
243,684.28 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1538782 .2500
164,122.73 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.0000 .4700
1539308 .2500
378,733.43 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.0000 1.0950
1
1540309 .2500
308,679.48 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.0000 .5950
1540752 .2500
194,047.57 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1541475 .2500
230,740.86 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.0000 .8450
1541513 .2500
345,820.62 .0800
7.9900 .0000
7.7400 .0000
7.6600 .0000
7.0000 .6600
1541592 .2500
243,693.90 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1541941 .2500
313,112.51 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.0000 .9700
1542523 .2500
333,820.03 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1543034 .2500
134,095.11 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
1543160 .2500
284,185.48 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.0000 .8450
1543234 .2500
231,677.65 .0300
7.5500 .0000
7.3000 .0000
7.2700 .0000
7.0000 .2700
1543331 .2500
548,445.48 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.0000 .9700
1543355 .2500
558,363.68 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.0000 .5950
1543639 .2500
99,078.45 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
7.0000 1.3450
1543803 .2500
69,633.13 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.0000 1.4700
1544058 .2500
49,853.91 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.0000 .5950
1544091 .2500
223,079.02 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.0000 .9700
1
1544162 .2500
613,361.48 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.0000 .9700
1544393 .2500
280,962.38 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.0000 .2200
1544534 .2500
262,400.38 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.0000 .2200
1544553 .2500
85,463.64 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.0000 .2200
1544558 .2500
448,670.51 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.0000 .4700
1544931 .2500
268,364.04 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.0000 .2200
1544945 .2500
339,006.52 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.0000 .5950
1544969 .2500
369,176.68 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
1545243 .2500
256,487.29 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.0000 .5950
1545337 .2500
110,802.69 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.0000 1.6700
1545900 .2500
335,564.33 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.0000 .8450
1546009 .2500
485,512.99 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
7.0000 .0950
1546066 .2500
118,975.48 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.0000 .9700
1546153 .2500
248,485.20 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.0000 .2200
1546163 .2500
70,799.33 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.0000 .9700
1546308 .2500
502,497.89 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.0000 .5950
1
1546357 .2500
308,241.60 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.0000 .9700
1546843 .2500
300,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.0000 .7200
1546854 .2500
115,935.34 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.0000 1.2200
1547155 .2500
273,369.81 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.0000 .4700
1547181 .2500
397,448.53 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.0000 .5950
1547220 .2500
328,000.49 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1547313 .2500
546,630.94 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
7.0000 .0950
1547456 .2500
590,710.58 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.0000 .2200
1
1547627 .2500
248,120.40 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.0000 .4700
1547665 .2500
298,221.62 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.0000 .4700
1547928 .2500
258,389.93 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1548045 .2500
237,327.31 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.0000 .9700
1548096 .2500
392,500.31 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1548205 .2500
897,370.20 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1548449 .2500
303,329.37 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1548460 .2500
308,260.99 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.0000 1.0950
1
1548462 .2500
227,393.98 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.0000 .4700
1548463 .2500
283,291.93 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.0000 .3450
1548479 .2500
253,521.25 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.0000 .7200
1548567 .2500
416,374.48 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1548573 .2500
151,069.44 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
7.0000 1.5950
1548629 .2500
120,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1548755 .2500
398,844.06 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.0000 .7200
1548912 .2500
298,093.27 .0300
6.9500 .0000
6.7000 .0000
6.6700 .0000
6.6700 .0000
1
1548913 .2500
65,604.44 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.0000 .3450
1548914 .2500
124,283.07 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.0000 .8450
1548927 .2500
104,235.23 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.0000 .5950
1548937 .2500
106,351.66 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.0000 .2200
1548938 .2500
81,286.29 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.0000 .9700
1548939 .2500
198,814.40 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.0000 .4700
1548953 .2500
224,207.80 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.0000 .2200
1548997 .2500
260,412.49 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.0000 .2200
1
1548998 .2500
237,996.35 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.0000 .5950
1549006 .2500
248,431.55 .0300
7.1000 .0000
6.8500 .0000
6.8200 .0000
6.8200 .0000
1549007 .2500
88,463.07 .0300
7.5500 .0000
7.3000 .0000
7.2700 .0000
7.0000 .2700
1549008 .2500
139,160.93 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.0000 .3450
1549010 .2500
119,304.11 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.0000 .7200
1549019 .2500
395,567.33 .0300
7.4000 .0000
7.1500 .0000
7.1200 .0000
7.0000 .1200
1549020 .2500
286,270.16 .0300
7.6000 .0000
7.3500 .0000
7.3200 .0000
7.0000 .3200
1549031 .2500
33,556.42 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.0000 .8450
1
1549033 .2500
414,608.37 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.0000 .8450
1549034 .2500
116,314.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.0000 .5950
1549086 .2500
91,460.58 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.0000 .5950
1549087 .2500
457,212.80 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.0000 .2200
1549088 .2500
51,681.45 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
7.0000 .0950
1549098 .2500
41,010.79 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.0000 .7200
1549099 .2500
39,768.03 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.0000 .7200
1549100 .2500
161,636.10 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.0000 .4700
1
1549101 .2500
119,288.63 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.0000 .4700
1549102 .2500
206,855.52 .0300
7.6500 .0000
7.4000 .0000
7.3700 .0000
7.0000 .3700
1549103 .2500
213,697.28 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.0000 .2200
1549104 .2500
99,382.07 .0300
7.2750 .0000
7.0250 .0000
6.9950 .0000
6.9950 .0000
1549105 .2500
238,481.20 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1549115 .2500
188,833.60 .0300
7.3500 .0000
7.1000 .0000
7.0700 .0000
7.0000 .0700
1549116 .2500
119,304.11 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.0000 .7200
1549118 .2500
244,496.38 .0300
7.4000 .0000
7.1500 .0000
7.1200 .0000
7.0000 .1200
1
1549119 .2500
114,876.31 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1549121 .2500
64,611.28 .0300
7.6500 .0000
7.4000 .0000
7.3700 .0000
7.0000 .3700
1549201 .2500
49,700.35 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1549203 .2500
468,626.66 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
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7.0000 .5450
1560787 .2500
75,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.0000 .4700
1560830 .2500
280,688.91 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1560835 .2500
254,431.86 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1560841 .2500
490,077.53 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1560844 .2500
297,350.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1
1560851 .2500
303,390.80 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1560853 .2500
451,327.48 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1560858 .2500
231,805.49 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1560869 .2500
398,831.20 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1560874 .2500
328,065.17 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1560886 .2500
299,390.35 .0800
6.9900 .0000
6.7400 .0000
6.6600 .0000
6.6600 .0000
1560891 .2500
604,395.82 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1560896 .2500
247,487.81 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1
1560904 .2500
442,362.07 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1560905 .2500
304,601.96 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1560914 .2500
301,203.82 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1560918 .2500
318,204.88 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1560923 .2500
397,628.83 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1560925 .2500
286,273.95 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1560928 .2500
228,934.79 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1561012 .2500
210,701.38 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1
1561017 .2500
573,244.29 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1561022 .2500
239,259.13 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1561024 .2500
243,586.81 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1561028 .2500
243,563.50 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1561040 .2500
270,351.46 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1561041 .2500
342,854.59 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1561046 .2500
329,003.36 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1561047 .2500
249,248.87 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1
1561048 .2500
313,049.34 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1561051 .2500
283,111.73 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1561054 .2500
596,443.25 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1561056 .2500
250,221.54 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1561057 .2500
297,860.49 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1561059 .2500
300,100.87 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1561124 .2500
254,800.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1561132 .2500
600,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1
1561135 .2500
277,850.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1561140 .2500
415,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1561143 .2500
288,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1561154 .2500
350,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1561697 .2500
275,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.0000 .9700
1561990 .2500
100,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.0000 .4700
TOTAL NUMBER OF LOANS: 652
TOTAL BALANCE........: 181,484,047.93
RUN ON : 03/20/97 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 10.05.38 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1997-S4 15 FIXED SUMMARY REPORT CUTOFF : 03/01/97
POOL : 0004239
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
------------------------------------------------------------------------------
CURR NOTE RATE 7.6466 6.7500 9.0000
RFC NET RATE 7.3982 6.5000 8.7500
NET MTG RATE(INVSTR RATE) 7.3357 6.4200 8.6700
POST STRIP RATE 6.9606 6.4200 7.0000
SUB SERV FEE .2484 .1250 .7500
MSTR SERV FEE .0625 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .3751 .0000 1.6700
TOTAL NUMBER OF LOANS: 652
TOTAL BALANCE........: 181,484,047.93
***************************
* END OF REPORT *
***************************
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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<PAGE>
EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[Date]
Bankers Trust Company
Four Albany Street
New York, New York 10006
Re: Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates, Series 1997-S4
Residential Funding Corporation, as the Holder of a ____%
Percentage Interest of the [Class/Subclass] of Class A-8 Certificates, hereby
requests the Trustee to exchange the above-referenced Certificates for the
Subclasses referred to below:
1. Class A-8 Certificates, corresponding to the
following Uncertificated REMIC II IO 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-8
Certificates will be $___________ and _____%,
respectively.
[2. Repeat as appropriate.]
The Subclasses requested above will represent in the aggregate
all of the Uncertificated REMIC II IO Regular Interests represented by the Class
A-8 Certificates surrendered for exchange.
The capitalized terms used but not defined herein shall have
the meanings set forth in the Pooling and Servicing Agreement, dated as of March
1, 1997, among Residential Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Bankers Trust Company, as trustee.
RESIDENTIAL FUNDING CORPORATION
By:
Name:
Title:
[NY01B:314014.3] 16069-00393 03/25/97 11:08am
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<PAGE>
