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) July 30, 1997
Residential Funding Mortgage Securities I, Inc. (as company under
a Pooling and Servicing Agreement dated as of July 1, 1997
providing for, inter alia, the issuance of Mortgage Pass-Through
Certificates, Series 1997-S10)
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, MN 55437
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (612) 832-
7000
(Former name or former address, if changed since last report)
Exhibit Index Located on Page 2
NY1-224300.1
6863-273-NT2-08/04/97
<PAGE>
Items 1 through 6 and Item 8 are not included because they are not applicable.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits (executed copies) - The following
execution copies of Exhibits to the Form S-3
Registration Statement of the Registrant are
hereby filed:
Sequentially
Numbered
Exhibit Exhibit
Number Page
10.1 Pooling and Servicing Agreement, dated as of July 1, 1997
among Residential Funding Mortgage Securities I, Inc., as
company, Residential Funding Corporation, as master servicer,
and The First National Bank of Chicago, as trustee.
NY1-224300.1
6863-273-NT2-08/04/97
<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: July 30, 1997
NY1-224300.1
6863-273-NT2-08/04/97
3
<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: July 30, 1997
NY1-224300.1
6863-273-NT2-08/04/97
<PAGE>
Exhibit 10.1
Pooling and Servicing Agreement
NY1-224300.1
6863-273-NT2-08/04/97
2
<PAGE>
EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of July 1, 1997
Mortgage Pass-Through Certificates
Series 1997-S10
NY1-221875.4
<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.........................................5
Assignment..............................................5
Assignment Agreement....................................5
Assignment of Proprietary Lease.........................5
Available Distribution Amount...........................5
Bankruptcy Amount.......................................6
Bankruptcy Code.........................................6
Bankruptcy Loss.........................................6
Book-Entry Certificate..................................6
Business Day............................................6
Buydown Funds...........................................6
Buydown Mortgage Loan...................................7
Cash Liquidation........................................7
Certificate.............................................7
Certificate Account.....................................7
Certificate Account Deposit Date........................7
Certificateholder or Holder.............................7
Certificate Owner.......................................7
Certificate Principal Balance...........................8
Certificate Register and Certificate
Registrar...............................................9
Class...................................................9
Class A Certificate.....................................9
Class A-1 Scheduled Percentage: With respect to the Class A-1
Certificates and each Distribution Date, the percentage set forth for such
Certificates on such Distribution Date in Exhibit R hereto.
Class A-6 Collection Shortfall.........................9
Class A-6 Principal Distribution Amount................ 9
Class A-7 Certificates................................ 9
Class A-7 Notional Amount or Notional Amount...........10
Class A-7 Subclass Notional Amount.....................10
Class B Certificate....................................10
Class B Percentage.....................................10
Class B-1 Percentage...................................10
Class B-1 Prepayment Distribution Trigger..............10
Class B-2 Percentage...................................10
Class B-2 Prepayment Distribution Trigger..............10
NY1-221875.4
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<PAGE>
Page
Class B-3 Percentage.......................................................11
Class B-3 Prepayment Distribution Trigger..................................11
Class M Certificate........................................................11
Class M Percentage.........................................................11
Class M-1 Percentage.......................................................11
Class M-2 Percentage.......................................................11
Class M-2 Prepayment Distribution Trigger..................................12
Class M-3 Percentage.......................................................12
Class M-3 Prepayment Distribution Trigger..................................12
Class R Certificate........................................................12
Closing Date...............................................................12
Code.......................................................................12
Compensating Interest......................................................12
Cooperative................................................................13
Cooperative Apartment......................................................13
Cooperative Lease..........................................................13
Cooperative Loans..........................................................13
Cooperative Stock..........................................................13
Cooperative Stock Certificate..............................................13
Corporate Trust Office.....................................................13
Credit Support Depletion Date..............................................13
Curtailment................................................................14
Custodial Account..........................................................14
Custodial Agreement........................................................14
Custodian..................................................................14
Cut-off Date...............................................................14
Cut-off Date Principal Balance.............................................14
Debt Service Reduction.....................................................14
Deficient Valuation........................................................14
Definitive Certificate.....................................................14
Deleted Mortgage Loan......................................................14
Depository.................................................................14
Depository Participant.....................................................15
Destroyed Mortgage Note....................................................15
Determination Date.........................................................15
Discount Fraction..........................................................15
Discount Mortgage Loan.....................................................15
Disqualified Organization..................................................15
Distribution Date..........................................................16
Due Date...................................................................16
Due Period.................................................................16
Eligible Account...........................................................16
Eligible Funds.............................................................17
Event of Default...........................................................17
Excess Bankruptcy Loss.....................................................17
Excess Fraud Loss..........................................................17
Excess Special Hazard Loss.................................................17
Excess Subordinate Principal Amount........................................17
Extraordinary Events.......................................................17
Extraordinary Losses.......................................................18
FASIT......................................................................18
FDIC.......................................................................18
NY1-221875.4
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Page
FHLMC.....................................................................18
Final Distribution Date...................................................18
Fitch.....................................................................18
FNMA......................................................................19
Foreclosure Profits.......................................................19
Fraud Loss Amount.........................................................19
Fraud Losses..............................................................19
Independent...............................................................20
..........................................................................20
Initial Certificate Principal Balance.....................................20
Initial Class A Notional Amount...........................................20
..........................................................................20
Insurance Proceeds........................................................20
Insurer...................................................................20
Interest Accrual Period...................................................20
Late Collections..........................................................20
Liquidation Proceeds......................................................20
Loan-to-Value Ratio.......................................................21
..........................................................................21
Maturity Date.............................................................21
Modified Mortgage Loan: Any Mortgage Loan
that has been the subject of a Servicing
Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
Monthly Payment...........................................................21
Moody's...................................................................21
Mortgage..................................................................21
Mortgage File.............................................................21
Mortgage Loan Schedule....................................................22
Mortgage Loans............................................................22
Mortgage Note.............................................................23
Mortgage Rate.............................................................23
Mortgaged Property........................................................23
Mortgagor.................................................................23
Net Mortgage Rate.........................................................23
Non-Discount Mortgage Loan................................................23
Non-Primary Residence Loans...............................................23
Non-United States Person..................................................23
Nonrecoverable Advance....................................................23
Nonsubserviced Mortgage Loan..............................................24
Officers' Certificate.....................................................24
Opinion of Counsel........................................................24
Original Senior Percentage................................................24
Outstanding Mortgage Loan.................................................24
Ownership Interest........................................................24
Participant...............................................................24
Pass-Through Rate.........................................................24
NY1-221875.4
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<PAGE>
Page
Paying Agent..............................................................25
Percentage Interest.......................................................25
Permitted Investments.....................................................25
Permitted Transferee......................................................27
Person....................................................................27
Pool Stated Principal Balance.............................................27
Pool Strip Rate...........................................................27
Prepayment Assumption.....................................................27
Prepayment Distribution Percentage........................................27
Prepayment Distribution Trigger...........................................29
Prepayment Interest Shortfall.............................................29
Prepayment Lockout Percentage.............................................29
Primary Insurance Policy..................................................30
Principal Prepayment......................................................30
Principal Prepayment in Full..............................................30
Program Guide.............................................................30
Purchase Price............................................................30
Qualified Substitute Mortgage Loan........................................30
Rating Agency.............................................................31
Realized Loss.............................................................31
Record Date...............................................................32
Regular Certificate.......................................................32
REMIC.....................................................................32
REMIC Administrator.......................................................32
REMIC Provisions..........................................................32
REO Acquisition...........................................................33
REO Disposition...........................................................33
REO Imputed Interest......................................................33
REO Proceeds..............................................................33
REO Property..............................................................33
Request for Release.......................................................33
Required Insurance Policy.................................................33
Residential Funding.......................................................33
Responsible Officer.......................................................33
Schedule of Discount Fractions............................................34
Security Agreement........................................................34
Seller....................................................................34
Seller's Agreement........................................................34
Senior Accelerated Distribution Percentage................................34
Senior Certificates.......................................................35
Senior Percentage.........................................................35
Senior Principal Distribution Amount......................................35
Servicing Accounts........................................................35
Servicing Advances........................................................35
Servicing Fee.............................................................36
Servicing Modification: Any reduction of the
interest rate on or the outstanding
principal balance of a Mortgage Loan that is in
default or, in the judgment of the Master Servicer,
default is reasonably forseeable pursuant to a
modification of such Mortgage Loan in accordance
with Section 3.07(a).
NY1-221875.4
iv
<PAGE>
Page
Servicing Officer........................................................ 36
Special Hazard Amount...........................................36
Special Hazard Loss.......................................................37
Special Hazard Percentage.................................................37
Standard & Poor's...............................................37
Stated Principal Balance........................................38
Subclass........................................................38
Subordinate Percentage..........................................38
Subordinate Principal Distribution Amount.......................38
Subserviced Mortgage Loan.......................................39
Subservicer.....................................................39
Subservicer Advance.............................................39
Subservicing Account............................................39
Subservicing Agreement..........................................39
Subservicing Fee................................................39
TAC Certificates..........................................................39
Targeted Principal Balance......................................39
Transfer........................................................40
Transferee......................................................40
Transferor......................................................40
Trust Fund......................................................40
Uncertificated REMIC Regular Interests..........................40
Uniform Single Attestation Program for
Mortgage Bankers................................................40
Uninsured Cause.................................................41
United States Person............................................41
Voting Rights...................................................41
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01.Conveyance of Mortgage Loans............................... 42
----------------------------
Section 2.02.Acceptance by Trustee...................................... 47
---------------------
Section 2.03.Representations, Warranties and
Covenants of the Master Servicer and the
Company.................................................... 49
Section 2.04.Representations and Warranties
of Sellers................................................54
Section 2.05.Execution and Authentication of
Certificates............................................... 56
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01.Master Servicer to Act as Servicer......................... 57
----------------------------------
Section 3.02.Subservicing Agreements Between Master
Servicer and Subservicers; Enforcement
NY1-221875.4
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<PAGE>
Page
of Subservicers' and Sellers'
Obligations.................................................58
Section 3.03. Successor Subservicers......................................59
----------------------
Section 3.04. Liability of the Master Servicer............................60
--------------------------------
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or
Certificateholders
..........................................................................60
Section 3.06. Assumption or Termination of
Subservicing Agreements by Trustee..........................61
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to Custodial Account.
...............................................61
Section 3.08. Subservicing Accounts;
Servicing Accounts....................................... 64
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage
Loans.......................................................66
Section 3.10. Permitted Withdrawals from the
Custodial Account...........................................66
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder............................68
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage. ..........................69
----------------------------------
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification Agreements;
Certain Assignments.........................................71
Section 3.14. Realization Upon Defaulted
Mortgage Loans............................................. 74
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files...................................77
Section 3.16. Servicing and Other Compensation;
Compensating Interest.......................................78
Section 3.17. Reports to the Trustee and the Company......................79
--------------------------------------
Section 3.18. Annual Statement as to Compliance...........................80
---------------------------------
Section 3.19. Annual Independent Public Accountants'
Servicing Report............................................80
Section 3.20. Rights of the Company in Respect
of the Master Servicer. ............................81
--------------------------------
Section 3.21. Administration of Buydown Funds.............................81
-------------------------------
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account........................................ 83
-------------------
Section 4.02. Distributions.............................................. 83
-------------
Section 4.03. Statements to Certificateholders........................... 94
--------------------------------
Section 4.04. Distribution of Reports to the
Trustee and the Company; Advances
by the Master Servicer..................................... 97
Section 4.05. Allocation of Realized Losses.............................. 99
-----------------------------
NY1-221875.4
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Page
Section 4.06.Reports of Foreclosures and Abandonment
of Mortgaged Property. .............100
---------------------------------------
Section 4.07.Optional Purchase of Defaulted Mortgage
Loans. .............100
---------------------------------------
ARTICLE V
THE CERTIFICATES
Section 5.01.The Certificates....................................102
----------------
Section 5.02.Registration of Transfer and Exchange of
Certificates.
..........................................................................105
Section 5.03.Mutilated, Destroyed, Lost or Stolen
Certificates........................................110
Section 5.04.Persons Deemed Owners...............................111
---------------------
Section 5.05.Appointment of Paying Agent.........................111
---------------------------
Section 5.06.Optional Purchase of Certificates...................111
---------------------------------
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01.Respective Liabilities of the Company
and the Master Servicer.............................114
Section 6.02.Merger or Consolidation of the
Company or the Master Servicer;
Assignment of Rights and Delegation
of Duties by Master Servicer........................114
Section 6.03.Limitation on Liability of the Company,
the Master Servicer and Others. .............115
Section 6.04.Company and Master
Servicer Not to Resign..............................116
ARTICLE VII
DEFAULT
Section 7.01.Events of Default...................................117
-----------------
Section 7.02.Trustee or Company to Act; Appointment
of Successor........................................119
Section 7.03.Notification to Certificateholders..................120
----------------------------------
Section 7.04.Waiver of Events of Default.........................120
---------------------------
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01.Duties of Trustee...................................122
-----------------
Section 8.02.Certain Matters Affecting the Trustee...............124
-------------------------------------
Section 8.03.Trustee Not Liable for Certificates or
Mortgage Loans......................................126
NY1-221875.4
vii
<PAGE>
page
Section 8.04.Trustee May Own Certificates........................126
----------------------------
Section 8.05.Master Servicer to Pay Trustee's Fees
and Expenses; Indemnification. ..............126
Section 8.06.Eligibility Requirements for Trustee................127
------------------------------------
Section 8.07.Resignation and Removal of the Trustee..............128
--------------------------------------
Section 8.08.Successor Trustee...................................129
-----------------
Section 8.09.Merger or Consolidation of Trustee..................129
----------------------------------
Section 8.10.Appointment of Co-Trustee or Separate
Trustee.............................................130
Section 8.11.Appointment of Custodians...........................131
-------------------------
Section 8.12.Appointment of Office or Agency.....................131
-------------------------------
ARTICLE IX
TERMINATION
Section 9.01.Termination Upon Purchase by the Master
Servicer or the Company or
Liquidation of All Mortgage Loans...................133
Section 9.02.Additional Termination Requirements.................136
-----------------------------------
ARTICLE X
REMIC PROVISIONS
Section 10.01REMIC Administration................................137
--------------------
Section 10.02Master Servicer, REMIC Administrator and
Trustee Indemnification.............................141
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01Amendment...........................................143
---------
Section 11.02Recordation of Agreement; Counterparts..............146
--------------------------------------
Section 11.03Limitation on Rights
--------------------
of Certificateholders...............................146
Section 11.04Governing Law.......................................147
-------------
Section 11.05Notices.............................................147
-------
Section 11.06Notices to Rating Agency............................148
------------------------
Section 11.07Severability of Provisions..........................149
--------------------------
Section 11.08Supplemental Provisions for
Resecuritization........................................149
NY1-221875.4
viii
<PAGE>
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J-1: Form of Investor Representation Letter
Exhibit J-2: Form of ERISA Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation
Letter
Exhibit M: Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 12.01(e) for a
Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of
Mortgage Loan
Exhibit P: Schedule of Discount Fractions
Exhibit Q: Form of Request for Exchange
Exhibit R: Class A-1 Scheduled Percentages and Targeted
Principal Balances
NY1-221875.4
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<PAGE>
This is a Pooling and Servicing Agreement, dated as of July 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 THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee (together with its permitted successors and assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the Master Servicer
will make an election to treat the entire segregated pool of assets described in
the definition of Trust Fund herein, and subject to this Agreement (including
the Mortgage Loans but excluding the Initial Monthly Payment Fund), as a real
estate mortgage investment conduit (a "REMIC") for federal income tax purposes
and such segregated pool of assets will be designated as a "REMIC." 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 Regular Interests (as defined herein), the rights in
and to which will be represented by the Class A-7 Certificates, will be "regular
interests" in the REMIC, and the Class R Certificates will be the sole class of
"residual interests" therein for purposes of the REMIC Provisions (as defined
herein) under federal income tax law.
NY1-221875.4
<PAGE>
The following table sets forth the designation, type, Pass-Through
Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial
ratings and certain features for each Class of Certificates comprising the
interests in the Trust
Fund created hereunder.
<TABLE>
<CAPTION>
Aggregate Initial
Certificate
Pass-Through Principal Maturity
Designation Rate Balance Features Date Moody's Fitch
----------- ------ --------- -------- ------ ------- -----
<S> <C> <C> <C> <C> <C> <C>
Class A-1 7.00% $ 25,026,000.00 Senior July 25, 2012 AAA AAA
Class A-2 7.00% $ 75,627,000.00 TAC/Senior July 25, 2012 AAA AAA
Class A-3 7.00% $ 13,626,000.00 TAC/Senior July 25, 2012 AAA AAA
Class A-4 7.00% $ 3,585,000.00 Companion/Senior July 25, 2012 AAA AAA
Class A-5 7.00% $ 30,511,000.00 Prepayment Lockout/Senior July 25, 2012 AAA AAA
Class A-6 0% $ 213,978.86 Principal Only/Senior July 25, 2012 AAA AAA
Class A-7 Variable Rate $ 0.00 Variable Strip/ July 25, 2012 AAA AAA
Interest Only/Senior
Class R 7.00% $ 100.00 Residual/Senior July 25, 2012 AAA AAA
Class M-1 7.00% $ 1,525,600.00 Mezzanine July 25, 2012 Aa2 N/A
Class M-2 7.00% $ 915,300.00 Mezzanine July 25, 2012 A2 N/A
Class M-3 7.00% $ 534,000.00 Mezzanine July 25, 2012 Baa2 N/A
Class B-1 7.00% $ 381,400.00 Subordinate July 25, 2012 Ba2 N/A
Class B-2 7.00% $ 305,100.00 Subordinate July 25, 2012 B2 N/A
Class B-3 7.00% $ 305,583.48 Subordinate July 25, 2012 N/A N/A
</TABLE>
NY1-221875.4
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<PAGE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance
equal to $152,556,062.34. The Mortgage Loans are fixed rate mortgage loans
having terms to maturity at origination or modification of not more than 15
years.
In consideration of the mutual agreements herein contained, the
Company, the Master Servicer and the Trustee agree as follows:
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 Certificate and Class
A-7 Certificates), any Class M Certificate, any Class B Certificate or any Class
R Certificate, interest accrued during the related Interest Accrual Period at
the related Pass-Through Rate on the Certificate Principal Balance thereof
immediately prior to such Distribution Date. With respect to each Distribution
Date, as to the Class A-7 Certificates in the aggregate interest accrued during
the related Interest Accrual Period at the related Pass-Through Rate on the
Class A-7 Notional Amount. With respect to each Distribution Date, as to any
Subclass of Class A-7 Certificates, interest accrued during the related Interest
Accrual Period at the related Pass-Through Rate on the Class A-7 Subclass
Notional Amount thereof. Accrued Certificate Interest will be calculated on the
basis of a 360-day year, consisting of twelve 30-day months. In each case
Accrued Certificate Interest on any Class of Certificates will be reduced by the
amount of (i) Prepayment Interest Shortfalls (to the extent not offset by the
Master Servicer with a payment of Compensating Interest as provided in Section
4.01), (ii) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) of Realized
Losses (including Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses) not allocated solely to one or more
specific Classes of Certificates pursuant to Section 4.05, (iii) the interest
portion of Advances previously made with respect to a Mortgage Loan or REO
Property which remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property that were made with respect to
delinquencies that were ultimately determined to be Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy
NY1-221875.4
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<PAGE>
Losses or Extraordinary Losses and (iv) any other interest shortfalls not
covered by the subordination provided by the Class M Certificates and Class B
Certificates, including interest that is not collectible from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as amended, or
similar legislation or regulations as in effect from time to time, with all such
reductions allocated among all of the Certificates in proportion to their
respective amounts of Accrued Certificate Interest payable on such Distribution
Date which would have resulted absent such reductions. Any portion of the
reductions described in the immediately preceding sentence that are allocated to
the Class A-7 Certificates shall be allocated among the Subclasses thereof, if
any, in proportion to their respective amounts of Accrued Certificate Interest
payable on such Distribution Date which would have resulted absent such
reductions. In addition to that portion of the reductions described in the
second preceding sentence that are allocated to any Class of Class B
Certificates or any Class of Class M Certificates, Accrued Certificate Interest
on such Class of Class B Certificates or such Class of Class M Certificates will
be reduced by the interest portion (adjusted to the Net Mortgage Rate) of
Realized Losses that are allocated solely to such Class of Class B Certificates
or such Class of Class M Certificates pursuant to Section 4.05.
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 or 2.04 and Mortgage Loan substitutions made pursuant to
Section 2.03 or 2.04 received or made in the month of such Distribution Date
(other than such Liquidation Proceeds,
NY1-221875.4
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<PAGE>
Insurance Proceeds and purchases of Mortgage Loans that the Master Servicer has
deemed to have been received in the preceding month in accordance with Section
3.07(b)) and (ii) payments which represent early receipt of scheduled payments
of principal and interest due on a date or dates subsequent to the related Due
Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption
Agreement, dated July 30, 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 Certificate Account pursuant to
Section 3.12(a), (iv) any amount deposited in the Certificate Account pursuant
to Section 4.07, and (v) any amount that the Master Servicer is not permitted to
withdraw from the Custodial Account or the Certificate Account pursuant to
Section 3.16(e) 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
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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) $50,000 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 either case without giving effect to any Debt Service
Reduction.
Book-Entry Certificate: Any Certificate registered in the
name of the Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of New York, the State of
Michigan, the State of California or the State of Illinois (and such other state
or states in which the Custodial Account or the Certificate Account are at the
time located) are required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a
Mortgaged Property, the Company or other source in order to
enable the Mortgagor to reduce the payments required to be made
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from the Mortgagor's funds in the early years of a Mortgage Loan. Buydown Funds
are not part of the Trust Fund prior to deposit into the Custodial or
Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount
of interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate,
Class B Certificate or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "The First National
Bank of Chicago, as trustee, in trust for the registered holders of Residential
Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series
1997-S10" and which must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution
Date, the Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for purposes hereof and, solely for the purpose of giving any
consent or direction pursuant to this Agreement, any Certificate, other than a
Class R Certificate, registered in the name of the Company, the Master Servicer
or any Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights necessary to effect any such consent or
direction has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided, however, that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry
Certificate, the Person who is the beneficial owner of such
Certificate, as reflected on the books of an indirect
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participating brokerage firm for which a Depository Participant acts as agent,
if any, and otherwise on the books of a Depository Participant, if any, and
otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Class A Certificate
(other than the Class A-7 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 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,
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of (A) the then aggregate Stated Principal Balance of the Mortgage Loans over
(B) the then aggregate Certificate Principal Balance of all other Classes of
Certificates then outstanding. The Class A-7 Certificates have no Certificate
Principal Balance.
Certificate Register and Certificate Registrar: The
register maintained and the registrar appointed pursuant to
Section 5.02.
Class: Collectively, all of the Certificates bearing the same
designation. The initial Class A-7 Certificates and any Subclass thereof issued
pursuant to Section 5.01(c) shall be a single Class for the purposes of this
Agreement.
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6 or Class A-7 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-7
Certificates) evidencing an interest designated as a "regular interest" in the
REMIC for purposes of the REMIC Provisions. The Class A-7 Certificates will
represent the entire beneficial ownership interest in the Uncertificated REMIC
Regular Interests. On and after the date of issuance of any Subclass of Class
A-7 Certificates pursuant to Section 5.01(c), any such Subclass will represent
the Uncertificated REMIC Regular Interest or Interests specified by the initial
Holder of the Class A-7 Certificates pursuant to said Section.
Class A-1 Scheduled Amount: With respect to any Distribution Date, an
amount equal to the aggregate outstanding Certificate Principal Balance of the
Class A-1, Class A-2, Class A-3, Class A-4 and Class R Certificates on such
Distribution Date after giving effect to (i) amounts payable with respect to
principal on such Certificates and (ii) any Realized Losses to be allocated to
such Certificates on such Distribution Date.
Class A-1 Scheduled Percentage: With respect to the Class A-1
Certificates and each Distribution Date, the percentage set forth for such
Certificates on such Distribution Date in Exhibit R hereto.
Class A-6 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-6 Principal Distribution Amount: As defined in
Section 4.02(b)(i).
Class A-7 Certificates: The Class A Certificates designated
as Class A-7 Certificates, including any Subclass thereof.
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Class A-7 Notional Amount or Notional Amount: As of any Distribution
Date, with respect to the Class A-7 Certificates, the aggregate Stated Principal
Balance of the Mortgage Loans immediately prior to such date.
Class A-7 Subclass Notional Amount: As of any Distribution Date, with
respect to any Subclass of Class A-7 Certificates issued pursuant to Section
5.01(c), the aggregate Stated Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
Subclass immediately prior to such date.
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates or Class B-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
C and evidencing an interest designated as a "regular interest" in the REMIC for
purposes of the REMIC Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2
Percentage and Class B-3 Percentage.
Class B-1 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-1 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties)(other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class B-1 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to 0.65%.
Class B-2 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-2 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties)(other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class B-2 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
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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 0.40%.
Class B-3 Percentage: With respect to any Distribution Date, a fraction
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all
the Mortgage Loans (or related REO Properties)(other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-3 Certificates immediately prior to such Distribution Date divided by
the aggregate Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) immediately prior to such Distribution Date is greater than or
equal to 0.20%.
Class M Certificate: Any one of the Class M-1 Certificates, Class M-2
Certificates or Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
B and evidencing an interest designated as a "regular interest" in the REMIC for
purposes of the REMIC Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-2
Percentage and Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-1 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties)(other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class M-2 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-2 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties)(other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
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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 1.60%.
Class M-3 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-3 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties)(other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class M-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class
B-3 Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 1.00%.
Class R Certificate: Any one of the Class R Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in the REMIC for purposes of the REMIC Provisions.
Closing Date: July 30, 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 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
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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 Corporate Trust Services Division, One First National
Plaza, Chicago, Illinois 60670-0126, Attention: Residential Funding Corporation
Series 1997-S10.
Credit Support Depletion Date: The first Distribution Date
on which the Senior Percentage equals 100%.
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Curtailment: Any Principal Prepayment made by a Mortgagor
which is not a Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Company, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial
Agreement.
Cut-off Date: July 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
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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 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 the
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Trust Fund or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Class R Certificate to such Person. The terms
"United States," "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date, the first
day of the month in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period
commencing on the second day of the month preceding the month of such
Distribution Date and ending on the related Due Date.
Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of The First
National Bank of Chicago or (B) an account or accounts maintained in the
corporate asset services department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P-1 (or the equivalent) or
better by each Rating Agency and its long term debt obligations are rated A2 (or
the equivalent) or better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in the corporate
trust division of The First National Bank of Chicago, or (v) an account or
accounts of a depository institution acceptable to each Rating Agency (as
evidenced in writing by each Rating Agency that use of any such account as the
Custodial Account or the Certificate Account will not reduce the rating assigned
to any Class of Certificates by such Rating Agency below the lower of the
then-current rating or the rating
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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-6 Principal
Distribution Amount (determined without regard to Section 4.02(b)(i)(E) hereof)
and (iv) the aggregate amount of Accrued Certificate Interest on the Class M,
Class B-1 and Class B-2 Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion
thereof, which exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof,
which exceeds the then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or
portion thereof, that exceeds the then applicable Special Hazard
Amount.
Excess Subordinate Principal Amount: With respect to any Distribution
Date on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date, as reduced by any such amount that is included in Section
4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property or 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
NY1-221875.4
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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.
FASIT: A "financial asset securitization investment trust"
within the meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any
successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01 which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.03.
Fitch: Fitch Investors Service, L.P. or its successor in
interest.
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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 first anniversary of the Cut-off Date
an amount equal to 2.00% of the aggregate outstanding principal balance of all
of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination and (Z) from the first to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the 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.
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Independent: When used with respect to any specified Person, means such
a Person who (i) is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate thereof, (ii) does not have any direct financial
interest or any material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
with the Company, the Master Servicer or the Trustee as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
Initial Certificate Principal Balance: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date as set forth in the Preliminary Statement hereto.
Initial Class A-7 Notional Amount: With respect to any Class A-7
Certificate, the Cut-off Date Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
Class A-7 Certificate.
Initial Monthly Payment Fund: As defined in Section
2.01(f).
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
and any Distribution Date, the calendar month preceding the month
in which such Distribution Date occurs.
Late Collections: With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance
Proceeds) received by the Master Servicer in connection with the
taking of an entire Mortgaged Property by exercise of the power
of eminent domain or condemnation or in connection with the
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liquidation of a defaulted Mortgage Loan through trustee's sale, foreclosure
sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Maturity Date: The latest possible maturity date, solely for purposes
of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of Certificates (other than the
Class A-7 Certificates, which have no Certificate Principal Balance) would be
reduced to zero, is July 25, 2012, the Distribution Date immediately following
the latest scheduled maturity date of any Mortgage Loan. The latest possible
Maturity Date for each Uncertificated REMIC Regular Interest is July 25, 2012,
which is the Distribution Date immediately following the latest scheduled
maturity date of any Mortgage Loan.
Modified Mortgage Loan: Any Mortgage Loan that has been the
subject of a Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
Moody's: Moody's Investors Service, Inc., or its successor
in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
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
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documents required to be added to the Mortgage File pursuant to
this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans attached hereto
as Exhibit F (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list shall set forth at a minimum the
following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN
#");
(ii) the street address of the Mortgaged Property
including state and zip code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY
DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Pool Strip Rate ("STRIP");
(viii) the initial scheduled monthly payment of
principal, if any, and interest ("ORIGINAL P &
I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL
BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues
("SUBSERV FEE") and at which the Servicing Fee
accrues ("MSTR SERV FEE");
(xii) a code "T," "BT" or "CT" under the column "LN
FEATURE," indicating that the Mortgage Loan is
secured by a second or vacation residence; and
(xiii) a code "N" under the column "OCCP CODE," indicating that the
Mortgage Loan is secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Mortgage Loans: Such of the mortgage loans transferred and
assigned to the Trustee pursuant to Section 2.01 as from time to
time are held or deemed to be held as a part of the Trust Fund,
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the Mortgage Loans originally so held being identified in the initial Mortgage
Loan Schedule, and Qualified Substitute Mortgage Loans held or deemed held as
part of the Trust Fund including, without limitation, (i) with respect to each
Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of
Proprietary Lease, Cooperative Stock Certificate, Cooperative Lease and Mortgage
File and all rights appertaining thereto, and (ii) with respect to each Mortgage
Loan other than a Cooperative Loan, each related Mortgage Note, Mortgage and
Mortgage File and all rights appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate
borne by the related Mortgage Note, or any modification thereto
other than a Servicing Modification.
Mortgaged Property: The underlying real property securing a
Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of
interest equal to the Adjusted Mortgage Rate less the per annum rate at which
the Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a
Discount Mortgage Loan.
Non-Primary Residence Loans: The Mortgage Loans designated
as secured by second or vacation residences, or by non-owner
occupied residences, on the Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United
States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company and the Trustee.
NY1-221875.4
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Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at
the time of reference thereto, is not subject to a Subservicing
Agreement.
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President or a Vice President or Assistant Vice President, or a
Director or Managing Director, and by the Treasurer, the Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Company or the Master
Servicer, as the case may be, and delivered to the Trustee, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee and the Master Servicer, who may be counsel for the Company or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Disqualified Organization" or (ii) relating to the qualification
of the Trust Fund as a REMIC or compliance with the REMIC Provisions must,
unless otherwise specified, be an opinion of Independent counsel.
Original Senior Percentage: The fraction, expressed as a percentage,
the numerator of which is the aggregate Initial Certificate Principal Balance of
the Senior Certificates (other than the Class A-6 Certificates) and the
denominator of which is the aggregate Stated Principal Balance of the Mortgage
Loans (other than the Discount Fraction of the Discount Mortgage Loans), which
is approximately 97.40% as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Property) which was not the subject of a Principal Prepayment
in Full, Cash Liquidation or REO Disposition and which was not purchased,
deleted or substituted for prior to such Due Date pursuant to Section 2.02, 2.03
or 2.04.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Participant: An institution that clears through or maintains
a custodial relationship with the Depository and has access to
the Depository's clearing system.
Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-6 and Class A-7 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-7 Certificates (other than any Subclass thereof) and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates of all Mortgage Loans as of the Due Date in the month next preceding the
NY1-221875.4
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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
the Certificates (or with respect to the initial Distribution Date, at the close
of business on the Cut-off Date). With respect to the Class A-7 Certificates and
the initial Distribution Date, the Pass-Through Rate is equal to 0.5978% per
annum. With respect to any Subclass of Class A-7 Certificate and any
Distribution Date, a rate equal to the weighted average, expressed as a
percentage, of the Pool Strip Rates of all Mortgage Loans corresponding to the
Uncertificated REMIC Regular Interests represented by such Subclass as of the
Due Date in the month next preceding the month in which such Distribution Date
occurs, weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the Stated
Principal Balances of such Mortgage Loans at the close of business on the
immediately preceding Distribution Date after giving effect to distributions
thereon allocable to principal to the Holders of the Certificates (or with
respect to the initial Distribution Date, at the close of business on the
Cut-off Date). The Class A-6 Certificates have no Pass-Through Rate and are not
entitled to Accrued Certificate Interest.
Paying Agent: The First National Bank of Chicago or any
successor Paying Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate (other than a
Class R Certificate), the undivided percentage ownership interest in the related
Class evidenced by such Certificate, which percentage ownership interest shall
be equal to the Initial Certificate Principal Balance thereof or Initial Class
A-7 Notional Amount thereof (in the case of any Class A-7 Certificate) divided
by the aggregate Initial Certificate Principal Balance or the aggregate of the
Initial Class A-7 Notional Amounts, 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
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obligations of the party agreeing to repurchase such obligations are at
the time rated by each Rating Agency in its highest short-term rating
available;
(iii) federal funds, certificates of deposit, demand
deposits, time deposits and bankers' acceptances (which shall each have
an original maturity of not more than 90 days and, in the case of
bankers' acceptances, shall in no event have an original maturity of
more than 365 days or a remaining maturity of more than 30 days)
denominated in United States dollars of any U.S. depository institution
or trust company incorporated under the laws of the United States or
any state thereof or of any domestic branch of a foreign depository
institution or trust company; provided that the debt obligations of
such depository institution or trust company (or, if the only Rating
Agency is Standard & Poor's, in the case of the principal depository
institution in a depository institution holding company, debt
obligations of the depository institution holding company) at the date
of acquisition thereof have been rated by each Rating Agency in its
highest short-term rating available; and provided further that, if the
only Rating Agency is Standard & Poor's and if the depository or trust
company is a principal subsidiary of a bank holding company and the
debt obligations of such subsidiary are not separately rated, the
applicable rating shall be that of the bank holding company; and,
provided further that, if the original maturity of such short-term
obligations of a domestic branch of a foreign depository institution or
trust company shall exceed 30 days, the short-term rating of such
institution shall be A-1+ in the case of Standard & Poor's if Standard
& Poor's is the Rating Agency;
(iv) commercial paper (having original maturities of not
more than 365 days) of any corporation incorporated under the laws of
the United States or any state thereof which on the date of acquisition
has been rated by each Rating Agency in its highest short-term rating
available; provided that such commercial paper shall have a remaining
maturity of not more than 30 days;
(v) a money market fund or a qualified investment
fund rated by each Rating Agency in its highest long-term
rating available; and
(vi) other obligations or securities that are acceptable to
each Rating Agency as a Permitted Investment hereunder and will not
reduce the rating assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating
Agency, as evidenced in writing;
NY1-221875.4
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<PAGE>
provided, however, no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch 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.
Pool Stated Principal Balance: As to any date of determination, the
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate
equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b)
7.00% (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:
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(i) For any Distribution Date prior to the Distribution Date in
August 2002 (unless the Certificate Principal Balances of
the Class A Certificates, other than the Class A-6
Certificates, have been reduced to zero), 0%.
(ii) For any Distribution Date on which any Class of Class M or
Class B Certificates are outstanding not discussed in clause
(i) above:
(a) in the case of the Class of Class M Certificates
then outstanding with the lowest numerical designation, or
in the event the Class M Certificates are no longer
outstanding, the Class of Class B Certificates then
outstanding with the lowest numerical designation and each
other Class of Class M Certificates and Class B Certificates
for which the related Prepayment Distribution Trigger has
been satisfied, a fraction, expressed as a percentage, the
numerator of which is the Certificate Principal Balance of
such Class immediately prior to such date and the
denominator of which is the sum of the Certificate Principal
Balances immediately prior to such date of (1) the Class of
Class M Certificates then outstanding with the lowest
numerical designation, or in the event the Class M
Certificates are no longer outstanding, the Class of Class B
Certificates then outstanding with the lowest numerical
designation and (2) all other Classes of Class M
Certificates and Class B Certificates for which the
respective Prepayment Distribution Triggers have been
satisfied; and
(b) in the case of each other Class of Class M
Certificates and Class B Certificates for which the
Prepayment Distribution Triggers have not been satisfied,
0%; and
(iii) Notwithstanding the foregoing, if the application of
the foregoing percentages on any Distribution Date as provided in
Section 4.02 (determined 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
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"Non-Maturing Class") shall be recalculated in accordance with the
provisions in paragraph (ii) above, as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such
percentage as recalculated, the "Recalculated Percentage"); (c) the
total amount of the reductions in the Prepayment Distribution
Percentages of the Maturing Class or Classes pursuant to clause (a) of
this sentence, expressed as an aggregate percentage, shall be allocated
among the Non-Maturing Classes in proportion to their respective
Recalculated Percentages (the portion of such aggregate reduction so
allocated to any Non-Maturing Class, the "Adjustment Percentage"); and
(d) for purposes of such Distribution Date, the Prepayment Distribution
Percentage of each Non-Maturing Class shall be equal to the sum of (1)
the Prepayment Distribution Percentage thereof, calculated in
accordance with the provisions in paragraph (ii) above as if the
Certificate Principal Balance of each Maturing Class had not been
reduced to zero, plus (2) the related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment
Distribution Trigger, Class M-3 Prepayment Distribution Trigger,
Class B-1 Prepayment Distribution Trigger, Class B-2 Prepayment
Distribution Trigger or Class B-3 Prepayment Distribution
Trigger.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month's interest at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment Lockout Percentage: For any Distribution Date occurring
prior to the Distribution Date in August 2002, 0%; for any Distribution Date
occurring after July 2002 but prior to August 2003, 30%; for any Distribution
Date occurring after July 2003 but prior to August 2004, 40%; for any
Distribution Date occurring after July 2004 but prior to August 2005, 60%; for
any Distribution Date occurring after July 2005 but prior to August 2006, 80%;
for any Distribution Date after July 2006, 100%.
Prepayment Period: As to any Distribution Date, the
calendar month preceding the month of distribution.
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Primary Insurance Policy: Each primary policy of mortgage
guaranty insurance or any replacement policy therefor referred to
in Section 2.03(b)(iv) and (v).
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made
by a Mortgagor of the entire principal balance of a Mortgage
Loan.
Program Guide: Collectively, the Seller Guide and the Servicer Guide
for Residential Funding's mortgage loan purchase and conduit servicing program
and all supplements and amendments thereto published by Residential Funding from
time to time.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) in the
case of a purchase made by the Master Servicer) on the Stated Principal Balance
thereof to the first day of the month following the month of purchase from the
Due Date to which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted
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Mortgage Loan at the time of substitution; (iv) have a remaining term to stated
maturity not greater than (and not more than one year less than) that of the
Deleted Mortgage Loan; (v) comply with each representation and warranty set
forth in Sections 2.03 and 2.04 hereof and Section 4 of the Assignment
Agreement; and (vi) have a Pool Strip Rate equal to or greater than that of the
Deleted Mortgage Loan. Notwithstanding any other provisions herein, (x) with
respect to any Qualified Substitute Mortgage Loan substituted for a Deleted
Mortgage Loan which was a Discount Mortgage Loan, such Qualified Substitute
Mortgage Loan shall be deemed to be a Discount Mortgage Loan and to have a
Discount Fraction equal to the Discount Fraction of the Deleted Mortgage Loan
and (y) in the event that the "Pool Strip Rate" of any Qualified Substitute
Mortgage Loan as calculated pursuant to the definition of "Pool Strip Rate" is
greater than the Pool Strip Rate of the related Deleted Mortgage Loan (i) the
Pool Strip Rate of such Qualified Substitute Mortgage Loan shall be equal to the
Pool Strip Rate of the related Deleted Mortgage Loan for purposes of calculating
the Pass-Through Rate on the Class A-7 Certificates and (ii) the excess of the
Pool Strip Rate on such Qualified Substitute Mortgage Loan as calculated
pursuant to the definition of "Pool Strip Rate" over the Pool Strip Rate on the
related Deleted Mortgage Loan shall be payable to the Class R Certificates
pursuant to Section 4.02 hereof.
Rating Agency: Fitch and Moody's with respect to the Class A and Class
R Certificates and Moody's with respect to the Class M-1, Class M-2, Class M-3,
Class B-1 and Class B-2 Certificates. If either agency or a successor is no
longer in existence, "Rating Agency" shall be such statistical credit rating
agency, or other comparable Person, designated by the Company, notice of which
designation shall be given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Certificateholders up
to the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net
of the portion thereof reimbursable to the Master Servicer or any Subservicer
with respect to related Advances or expenses as to which the Master Servicer or
Subservicer is entitled to reimbursement thereunder but which
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have not been previously reimbursed. With respect to each Mortgage Loan which is
the subject of a Servicing Modification, (a) the amount by which the interest
portion of a Monthly Payment or the principal balance of such Mortgage Loan was
reduced, and (b) any such amount iwth respect to a Monthly Payment that was or
would have been due in the month immediately following the month in which a
Principal Prepayment or the Purchase Price of such Mortgage Loan is received or
is deemed to have been received. With respect to each Mortgage Loan which has
become the subject of a Deficient Valuation, the difference between the
principal balance of the Mortgage Loan outstanding immediately prior to such
Deficient Valuation and the principal balance of the Mortgage Loan as reduced by
the Deficient Valuation. With respect to each Mortgage Loan which has become the
object of a Debt Service Reduction, the amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a
Class R Certificate.
REMIC: A "real estate mortgage investment conduit" within
the meaning of Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final
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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.
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Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit P.
Security Agreement: With respect to a Cooperative Loan, the
agreement creating a security interest in favor of the originator
in the related Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any
Subservicer, that executed a Seller's Agreement applicable to
such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of
Mortgage Loans generally in the form of the Seller Contract referred to or
contained in the Program Guide, or in such other form as has been approved by
the Master Servicer and the Company, each containing representations and
warranties in respect of one or more Mortgage Loans.
Senior Accelerated Distribution Percentage: With respect to
any Distribution Date, the percentage indicated below:
Senior Accelerated
Distribution Date Distribution Percentage
August 1997 through
July 2002.............................100%
August 2002 through
July 2003.............................Senior Percentage, plus 70% of
the Subordinate Percentage
August 2003 through
July 2004.............................Senior Percentage, plus 60% of
the Subordinate Percentage
August 2004 through
July 2005.............................Senior Percentage, plus 40% of
the Subordinate Percentage
August 2005 through
July 2006.............................Senior Percentage, plus 20% of
the Subordinate Percentage
August 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
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days or more averaged over the last six months, as a percentage of the aggregate
outstanding principal balance of all Mortgage Loans averaged over the last six
months, does not exceed 2% and (2) Realized Losses on the Mortgage Loans to date
for such Distribution Date if occurring during the sixth, seventh, eighth, ninth
or tenth year (or any year thereafter) after the Closing Date are less than 30%,
35%, 40%, 45% or 50%, respectively, of the sum of the Initial Certificate
Principal Balances of the Class M Certificates and Class B Certificates or
(b)(1) the outstanding principal balance of Mortgage Loans delinquent 60 days or
more averaged over the last six months, as a percentage of the aggregate
outstanding principal balance of all Mortgage Loans averaged over the last six
months, does not exceed 4% and (2) Realized Losses on the Mortgage Loans to date
for such Distribution Date 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-6
Certificates) to zero, the Senior Accelerated Distribution Percentage shall
thereafter be 0%.
Senior Certificates: Any one of the Class A Certificates or
Class R Certificates.
Senior Percentage: As of any Distribution Date, the lesser of 100% and
a fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the Class
A-6 Certificates) immediately prior to such Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties)(other than the Discount Fraction of
the Discount Mortgage Loans) immediately prior to such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X) and (b) the sum of the amounts required to
be distributed to the Class A Certificateholders and Class R Certificateholders
on such Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created and
maintained pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary
"out of pocket" costs and expenses incurred in connection with a
default, delinquency or other unanticipated event by the Master
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Servicer in the performance of its servicing obligations, including, but not
limited to, the cost of (i) the preservation, restoration and protection of a
Mortgaged Property, (ii) any enforcement or judicial proceedings, including
foreclosures, (iii) the management and liquidation of any REO Property and (iv)
compliance with the obligations under Sections 3.01, 3.08, 3.12(a) and 3.14,
including, if the Master Servicer or any Affiliate of the Master Servicer
provides services such as appraisals and brokerage services that are customarily
provided by Persons other than servicers of mortgage loans, reasonable
compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default or, in the
judgment of the Master Servicer, default is reasonably forseeable pursuant to a
modification of such Mortgage Loan in accordance with Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$2,180,800 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
greater of (i) the product of the Special Hazard Percentage for such anniversary
multiplied by the outstanding principal balance of all the Mortgage Loans on the
Distribution Date immediately preceding such anniversary and (ii) 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 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
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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 26.7% (which percentage is equal to the
percentage of Mortgage Loans initially secured by Mortgaged Properties located
in the State of California) and (ii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the largest Mortgage Loan
secured by a Mortgaged Property (or, with respect to a Cooperative Loan, the
related Cooperative Apartment) located in the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) suffered by such Mortgaged
Property (or Cooperative Apartment) on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss.
Special Hazard Percentage: As of each anniversary of the Cut-off Date,
the greater of (i) 1.00% of the outstanding principal balance of all Mortgage
Loans on the Distribution Date immediately preceding such anniversary, (ii)
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 and (iii) the largest percentage obtained
by dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all of the Mortgage Loans as
of the immediately preceding Distribution Date.
Standard & Poor's: Standard & Poor's Ratings Services, a
division of the McGraw-Hill Companies, or its successor in
interest.
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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-7 Certificates, any Subclass
thereof issued pursuant to Section 5.01(c). Any such Subclass will represent the
Uncertificated REMIC Regular Interest or Interests specified by the initial
Holder of the Class A-7 Certificates pursuant to Section 5.01(c).
Subordinate Percentage: As of any Distribution Date, 100%
minus the Senior Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Class M Certificates and Class B
Certificates, (a) the sum of (i) the product of (x) the related Class M
Percentage or Class B Percentage for such Class and (y) the aggregate of the
amounts calculated for such Distribution Date under clauses (1), (2) and (3) of
Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Class M Certificates and Class B
Certificates then outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) to the extent such collections are not otherwise
distributed to the Class A Certificates and Class R Certificates; (iii) the
product of (x) the related Prepayment Distribution Percentage and (y) the
aggregate of all Principal Prepayments in Full and Curtailments received in the
related Prepayment Period (other than the related Discount Fraction of such
Principal Payments in Full and Curtailments with respect to a Discount Mortgage
Loan) to the extent not payable to the Class A Certificates and Class R
Certificates; (iv) if such Class is the most senior Class of Certificates then
outstanding (as established in Section 4.05 hereof), any Excess Subordinate
Principal Amount for such Distribution Date; and (v) any amounts described in
clauses (i), (ii) and (iii) as determined for any previous Distribution Date,
that remain undistributed to the extent that such amounts are not attributable
to Realized Losses which have been allocated to a subordinate Class of Class M
or Class B Certificates minus (b) any Excess Subordinate Principal Amount not
payable to such Class
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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.
TAC Certificates: Any one of the Class A-2 Certificates and Class A-3
Certificates.
Targeted Principal Balance: With respect to Class A-2 Certificates and
Class A-3 Certificates and each Distribution Date, the amount set forth for such
Certificate on such Distribution Date in Exhibit R hereto.
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of the Trust Fund due to its classification as a REMIC under the REMIC
Provisions, together with any and all other
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information, reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge,
hypothecation or other form of assignment of any Ownership
Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of any
Ownership Interest in a Certificate.
Trust Fund: The segregated pool of assets, with respect to
which a REMIC election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments on and collections in respect of the Mortgage
Loans due after the Cut-off Date as shall be on deposit in
the Custodial Account or in the Certificate Account and
identified as belonging to the Trust Fund, but not including
amounts on deposit in the Initial Monthly Payment Fund;
(iii) property which secured a Mortgage Loan and which has
been acquired for the benefit of the
Certificateholders by foreclosure or deed in lieu of
foreclosure,
(iv) the hazard insurance policies and Primary Insurance
Policies, if any, and the interest in the Surety Bond
transferred to the Trustee pursuant to Section 2.01,
and
(v) all proceeds of clauses (i) through (iv) above.
Uncertificated REMIC Regular Interests: The 603 uncertificated partial
undivided beneficial ownership interests in the Trust Fund numbered sequentially
from 1 through 603 each relating to the particular Mortgage Loan identified by
sequential number on the Mortgage Loan Schedule, each having no principal
balance, and each bearing the respective Pool Strip Rate on the Stated Principal
Balance of the related Mortgage Loan.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after
December 15, 1995.
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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
that is described in Section 7701(a)(30)(D) of the Code, or a trust that is
described in Section 7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. 98.0% of all of the Voting
Rights shall be allocated among Holders of Certificates, other than the Class
A-7 and Class R Certificates, in proportion to the outstanding Certificate
Principal Balances of their respective Certificates; 1.0% of all Voting Rights
shall be allocated among the Holders of the Class A-7 Certificates and the
Holders of the Class R Certificates shall be entitled to 1.0% of all of the
Voting Rights, allocated among the Certificates of each such Class in accordance
with their respective Percentage Interests.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse all the right, title and
interest of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date).
(b) In connection with such assignment, except as set forth in Section
2.01(c) below, the Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more Custodians, as the duly appointed agent or
agents of the Trustee for such purpose, the following documents or instruments
(or copies thereof as permitted by this Section) (I) with respect to each
Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee,
or with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the Mortgage certified by the public
recording office in which such Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee
with evidence of recording indicated thereon or a copy of such
assignment certified by the public recording office in which such
assignment has been recorded;
(iv) The original recorded assignment or assignments of the
Mortgage showing an unbroken chain of title from the originator thereof
to the Person assigning it to the Trustee or a copy of such assignment
or assignments of the Mortgage certified by the public recording office
in which such assignment or assignments have been recorded; and
(v) The original of each modification, assumption agreement
or preferred loan agreement, if any, relating to such Mortgage Loan or
a copy of each modification, assumption agreement or preferred loan
agreement certified
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by the public recording office in which such document has
been recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee,
or with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of the Cooperative
Loan with intervening assignments showing an unbroken chain of title
from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with respect to such
Cooperative Loan, together with an undated stock power (or other
similar instrument) executed in blank;
(iv) The original recognition agreement by the
Cooperative of the interests of the mortgagee with respect
to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and
any continuation statements, filed by the originator of such
Cooperative Loan as secured party, each with evidence of recording
thereof, evidencing the interest of the originator under the Security
Agreement and the Assignment of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken chain of
title from the originator to the Trustee, each with evidence of
recording thereof, evidencing the interest of the originator under the
Security Agreement and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the
originator in the Security Agreement, Assignment of Proprietary Lease
and the recognition agreement referenced in clause (iv) above, showing
an unbroken chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement
or preferred loan agreement, if any, relating to such Cooperative Loan;
and
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(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as
assignee and an executed UCC-1 financing statement showing the Company
as debtor and the Trustee as secured party, each in a form sufficient
for filing, evidencing the interest of such debtors in the Cooperative
Loans.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) to the Trustee or the Custodian or Custodians, deliver such documents to the
Master Servicer, and the Master Servicer shall hold such documents in trust for
the use and benefit of all present and future Certificateholders until such time
as is set forth below. Within ten Business Days following the earlier of (i) the
receipt of the original of each of the documents or instruments set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) (or copies thereof as permitted by such Section) for any Mortgage Loan and
(ii) a written request by the Trustee to deliver those documents with respect to
any or all of the Mortgage Loans then being held by the Master Servicer, the
Master Servicer shall deliver a complete set of such documents to the Trustee or
the Custodian or Custodians that are the duly appointed agent 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
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Assignment referred to in clause (I)(iii) of Section 2.01(b), except in states
where, in the opinion of counsel acceptable to the Trustee and the Master
Servicer, such recording is not required to protect the Trustee's interests in
the Mortgage Loan against the claim of any subsequent transferee or any
successor to or creditor of the Company or the originator of such Mortgage Loan
and shall promptly cause to be filed the Form UCC-3 assignment and UCC-1
financing statement referred to in clause (II)(vii) and (x), respectively, of
Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as applicable, is
lost or returned unrecorded to the Company because of any defect therein, the
Company shall prepare a substitute Assignment, Form UCC-3 or Form UCC-1, as
applicable, or cure such defect, as the case may be, and cause such Assignment
to be recorded in accordance with this paragraph. The Company shall promptly
deliver or cause to be delivered to the Trustee or the respective Custodian such
Mortgage or assignment or Form UCC-3 or Form UCC-1, as applicable, (or copy
thereof certified by the public recording office) with evidence of recording
indicated thereon upon receipt thereof from the public recording office or from
the related Subservicer. In connection with its servicing of Cooperative Loans,
the Master Servicer will use its best efforts to file timely continuation
statements with regard to each financing statement and assignment relating to
Cooperative Loans as to which the related Cooperative Apartment is located
outside of the State of New York.
In the event that the Company delivers to the Trustee or Custodian any
Mortgage Note or Assignment of Mortgage in blank, the Company shall, or shall
cause the Custodian to, complete the endorsement of the Mortgage Note and the
Assignment of Mortgage in the name of the Trustee within 45 days after the
Closing Date, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v) and
(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 be construed as a
sale by the Company to the Trustee of the Mortgage Loans for the benefit of the
Certificateholders. Further, it is not intended that such conveyance be deemed
to be a pledge of the Mortgage Loans by the Company to the Trustee to secure a
debt or other obligation of the Company. However, in the event that the Mortgage
Loans are held to be property of the Company or of Residential Funding, or if
for any reason this Agreement is held or deemed to create a security interest in
the Mortgage Loans, then it is intended that (a) this Agreement shall also be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
New York Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction; (b) the conveyance provided for in Section 2.01 shall
be deemed to be
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(1) a grant by the Company to the Trustee of a security interest in all of the
Company's right (including the power to convey title thereto), title and
interest, whether now owned or hereafter acquired, in and to (A) the Mortgage
Loans, including (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease, any insurance policies and all other documents
in the related Mortgage File and (ii) with respect to each Mortgage Loan other
than a Cooperative Loan, the related Mortgage Note, the Mortgage, any insurance
policies and all other documents in the related Mortgage File, (B) all amounts
payable pursuant to the Mortgage Loans in accordance with the terms thereof and
(C) any and all general intangibles 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) and (C) 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, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Company shall prepare and deliver to the
Trustee not less than 15 days
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prior to any filing date and, the Trustee shall forward for filing, or shall
cause to be forwarded for filing, at the expense of the Company, all filings
necessary to maintain the effectiveness of any original filings necessary under
the Uniform Commercial Code as in effect in any jurisdiction to perfect the
Trustee's security interest in or lien on the Mortgage Loans as evidenced by an
Officer's Certificate of the Company, including without limitation (x)
continuation statements, and (y) such other statements as may be occasioned by
(1) any change of name of Residential Funding, the Company or the Trustee (such
preparation and filing shall be at the expense of the Trustee, if occasioned by
a change in the Trustee's name), (2) any change of location of the place of
business or the chief executive office of Residential Funding or the Company or
(3) any transfer of any interest of Residential Funding or the Company in any
Mortgage Loan.
(f) The Master Servicer hereby acknowledges the receipt by
it of cash in an amount equal to $116,425 (the "Initial Monthly Payment Fund"),
representing scheduled principal amortization and interest at the Net Mortgage
Rate for the Due Date in August 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 August 1997. Notwithstanding anything herein to the
contrary, the Initial Monthly Payment Fund shall not be an asset of the REMIC.
To the extent that the Initial Monthly Payment Fund constitutes a reserve fund
for federal income tax purposes, (1) it shall be an outside reserve fund and not
an asset of the REMIC, (2) it shall be owned by the Seller and (3) amounts
transferred by the REMIC to the Initial Monthly Payment Fund shall be treated as
transferred to the Seller or any successor, all within the meaning of Section
1.860G-2(h) of the Treasury Regulations.
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
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benefit of Certificateholders, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it. Upon delivery of the Mortgage Files by the Company or the Master
Servicer, the Trustee shall acknowledge receipt (or, with respect to Mortgage
Loans subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(c) above. The Trustee or Custodian (such Custodian being so obligated under
a Custodial Agreement) agrees to review each Mortgage File delivered to it
pursuant to Section 2.01(c) within 45 days after receipt thereof to ascertain
that all documents 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 the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the
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Seller or its designee or the Subservicer or its designee, as the case may be,
any Mortgage Loan released pursuant hereto and thereafter such Mortgage Loan
shall not be part of the Trust Fund. It is understood and agreed that the
obligation of the Seller or the Subservicer, as the case may be, to so cure or
purchase any Mortgage Loan as to which a material defect in or omission of a
constituent document exists shall constitute the sole remedy respecting such
defect or omission available to Certificateholders or the Trustee on behalf of
the Certificateholders.
Section 2.03. Representations, Warranties and Covenants
of the Master Servicer and the Company .
(a) The Master Servicer hereby represents and warrants to
the Trustee for the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized,
validly existing and in good standing under the laws governing its
creation and existence and is or will be in compliance with the laws of
each state in which any Mortgaged Property is located to the extent
necessary to ensure the enforceability of each Mortgage Loan in
accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the terms of
this Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a 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
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its properties or might have consequences that would
materially adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which
would prohibit its entering into this Agreement or performing its
obligations under this Agreement;
(vi) The Master Servicer will comply in all material
respects in the performance of this Agreement with all reasonable rules
and requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Company, any Affiliate
of the Company or the Trustee by the Master Servicer will, to the
knowledge of the Master Servicer, contain any untrue statement of a
material fact or omit a material fact necessary to make the
information, certificate, statement or report not misleading; and
(viii) The Master Servicer has examined each existing, and
will examine each new, Subservicing Agreement and is or will be
familiar with the terms thereof. The terms of each existing
Subservicing Agreement and each designated Subservicer are acceptable
to the Master Servicer and any new Subservicing Agreements will comply
with the provisions of Section 3.02.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure must occur within 90 days from the date such breach was
discovered. The obligation of the Master Servicer to cure such breach or to so
purchase such Mortgage Loan shall
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constitute the sole remedy in respect of a breach of a representation and
warranty set forth in this Section 2.03(a) available to the Certificateholders
or the Trustee on behalf of the Certificateholders.
(b) The Company hereby represents and warrants to the Trustee for the
benefit of Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the date so specified):
(i) No Mortgage Loan is one month or more delinquent in
payment of 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 Stated
Principal Balance of the Mortgage Loan at origination if the
Loan-to-Value Ratio is between 95.00% and 90.01%, (b) at least 12% of
such balance if the Loan-to-Value Ratio is between 90.00% and 85.01%
and (c) at least 6% of such balance if the Loan-to-Value Ratio is
between 85.00% and 80.01%. To the best of the Company's knowledge, each
such Primary Insurance Policy is in full force and effect and the
Trustee is entitled to the benefits thereunder;
(v) The issuers of the Primary Insurance Policies are
insurance companies whose claims-paying abilities are
currently acceptable to each Rating Agency;
(vi) No more than 0.7% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date are secured by
Mortgaged Properties located in any one zip code area in California and
no more than 0.9% 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. Thirteen of the
Mortgage Loans, representing approximately 0.9% of the
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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) Approximately 19.2% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date were underwritten under
a reduced loan documentation program;
(x) Each Mortgagor represented in its loan application with
respect to the related Mortgage Loan that the Mortgaged Property would
be owner-occupied and therefore would not be an investor property as of
the date of origination of such Mortgage Loan. No Mortgagor is a
corporation or a partnership;
(xi) One Mortgage Loan, representing approximately 0.2% of
the Mortgage Loans by aggregate Stated Principal Balance as of the
Cut-off Date, is a Buydown Mortgage Loan;
(xii) Each Mortgage Loan constitutes a qualified
mortgage under Section 860G(a)(3)(A) of the Code and
Treasury Regulations Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as
of the closing of each Mortgage Loan and is valid and
binding and remains in full force and effect;
(xiv) With respect to a Mortgage Loan that is a Cooperative
Loan, the Cooperative Stock that is pledged as security for the
Mortgage Loan is held by a person as a tenant-stockholder (as defined
in Section 216 of the Code) in a cooperative housing corporation (as
defined in Section 216 of the Code);
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or updated
appraisals of Mortgaged Properties are
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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) None of the Mortgage Loans contains in the
related Mortgage File a Destroyed Mortgage Note.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this Section 2.03(b) which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement); provided, however, that in the
event of a breach of the representation and warranty set forth in Section
2.03(b)(xii), the party discovering such breach shall give such notice within
five days of discovery. Within 90 days of its discovery or its receipt of notice
of breach, the Company shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that the Company
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered. Any such substitution shall be
effected by the Company under the same terms and conditions as provided in
Section 2.04 for substitutions by Residential Funding. It is understood and
agreed that the obligation of the Company to cure such breach or to so purchase
or substitute for any Mortgage Loan as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach available
to the Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute
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for Mortgage Loans as provided in this Section 2.03(b) if the substance of the
breach of a representation set forth above also constitutes fraud in the
origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of Certificateholders
all of its right, title and interest in respect of the Assignment Agreement and
each Seller's Agreement applicable to a Mortgage Loan. Insofar as the Assignment
Agreement or such Seller's Agreement relates to the representations and
warranties made by Residential Funding or the related Seller in respect of such
Mortgage Loan and any remedies provided thereunder for any breach of such
representations and warranties, such right, title and interest may be enforced
by the Master Servicer on behalf of the Trustee and the Certificate-holders.
Upon the discovery by the Company, the Master Servicer, the Trustee or any
Custodian of a breach of any of the representations and warranties made in a
Seller's Agreement or the Assignment Agreement (which, for purposes hereof, will
be deemed to include any other cause giving rise to a repurchase obligation
under the Assignment Agreement) in respect of any Mortgage Loan which materially
and adversely affects the interests of the Certificateholders in such Mortgage
Loan, the party discovering such breach shall give prompt written notice to the
other parties (any Custodian being so obligated under a Custodial Agreement).
The Master Servicer shall promptly notify the related Seller or Residential
Funding, as the case may be, of such breach and request that such Seller or
Residential Funding, as the case may be, either (i) cure such breach in all
material respects within 90 days from the date the Master Servicer was notified
of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section 2.02; provided that in the
case of a breach under the Assignment Agreement Residential Funding shall have
the option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date, except that if the breach would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure
or substitution must occur within 90 days from the date the breach was
discovered. In the event that Residential Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04, Residential Funding shall deliver to the Trustee for the
benefit of the Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment
of the Mortgage in recordable form, and such other documents and agreements as
are required by Section 2.01, with the Mortgage Note endorsed as required by
Section 2.01. No substitution will be made in any calendar month after the
Determination Date for such month. Monthly Payments due with
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respect to Qualified Substitute Mortgage Loans in the month of substitution
shall not be part of the Trust Fund and will be retained by the Master Servicer
and remitted by the Master Servicer to Residential Funding on the next
succeeding Distribution Date. For the month of substitution, distributions to
the Certificateholders will include the Monthly Payment due on a Deleted
Mortgage Loan for such month and thereafter Residential Funding shall be
entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan
Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the
Schedule of Discount Fractions, for the benefit of the Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the substitution of the
Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall
deliver the amended Mortgage Loan Schedule, and, if the Deleted Mortgage Loan
was a Discount Loan, the amended Schedule of Discount Fractions, to the Trustee.
Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be
subject to the terms of this Agreement and the related Subservicing 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
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860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) any portion of the Trust Fund to fail to
qualify as a REMIC at any time that any Certificate is outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of Certificateholders. If the Master Servicer is Residential Funding,
then the Trustee shall also have the right to give the notification and require
the purchase or substitution provided for in the second preceding paragraph in
the event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the right, title and interest in
respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates
The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a Mortgaged Property to the
related Insurer, the acquisition of any property acquired by foreclosure or deed
in lieu of foreclosure, or the management, marketing and conveyance of any
property acquired by foreclosure or deed in lieu of foreclosure with respect to
the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding
the foregoing, subject to Section 3.07(a), the Master Servicer shall not permit
any modification with respect to any Mortgage Loan that would both constitute a
sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the
Code and any proposed, temporary or final regulations promulgated thereunder
(other than in connection with a proposed conveyance or assumption of such
Mortgage Loan that is treated as a Principal Prepayment in Full pursuant to
Section 3.13(d) hereof) and cause the Trust Fund to fail to qualify as 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
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extent not inconsistent with this Agreement, comply with the Program Guide as if
it were the originator of such Mortgage Loan and had retained the servicing
rights and obligations in respect thereof. In connection with servicing and
administering the Mortgage Loans, the Master Servicer and any Affiliate of the
Master Servicer (i) may perform services such as appraisals and brokerage
services that are not customarily provided by servicers of mortgage loans, and
shall be entitled to reasonable compensation therefor in accordance with Section
3.10 and (ii) may, at its own discretion and on behalf of the Trustee, obtain
credit information in the form of a "credit score" from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02. Subservicing Agreements Between Master
Servicer and Subservicers; Enforcement of
Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing
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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 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
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either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and the Certificateholders for the servicing and administering of the Mortgage
Loans in accordance with the provisions of Section 3.01 without diminution of
such obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or Certificateholders
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
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Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee.
(a) In the event the Master Servicer shall for any reason no longer be
the master servicer (including by reason of an Event of Default), the Trustee,
its designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide;
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates affected thereby; provided,
however, that no such extension shall be made if any such advance would be a
Nonrecoverable Advance. Consistent with
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the terms of this Agreement, the Master Servicer may also waive, modify or vary
any term of any Mortgage Loan or consent to the postponement of strict
compliance with any such term or in any manner grant indulgence to any Mortgagor
if in the Master Servicer's determination such waiver, modification,
postponement or indulgence is not materially adverse to the interests of the
Certificateholders (taking into account any estimated Realized Loss that might
result absent such action); provided, however, that the Master Servicer may not
modify materially or permit any Subservicer to modify any Mortgage Loan,
including without limitation any modification that would change the Mortgage
Rate, forgive the payment of any principal or interest (unless in connection
with the liquidation of the related Mortgage Loan or except in connection with
prepayments to the extent that such reamortization is not inconsistent with the
terms of the Mortgage Loan), or extend the final maturity date of such Mortgage
Loan, unless such Mortgage Loan is in default or, in the judgment of the Master
Servicer, such default is reasonably foreseeable; and provided, further, that no
such modification shall reduce the interest rate on a Mortgage Loan below the
sum of the Pool Strip Rate and the sum of the rates at which the Servicing Fee
and the Subservicing Fee with respect to such Mortgage Loan accrues. In
connection with any Curtailment of a Mortgage Loan, the Master Servicer, to the
extent not inconsistent with the terms of the Mortgage Note and local law and
practice, may permit the Mortgage Loan to be reamortized such that the Monthly
Payment is recalculated as an amount that will fully amortize the remaining
Stated Principal Balance thereof by the original Maturity Date based on the
original Mortgage Rate; provided, that such re-amortization shall not be
permitted if it would constitute a reissuance of the Mortgage Loan for federal
income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial
Account in which the Master Servicer shall deposit or cause to be deposited on a
daily basis, except as otherwise specifically provided herein, the following
payments and collections remitted by Subservicers or received by it in respect
of the Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including
Principal Prepayments made by Mortgagors on the Mortgage Loans and the
principal component of any Subservicer Advance or of any REO Proceeds
received in connection with an REO Property for which an REO
Disposition has occurred;
(ii) All payments on account of interest at the Adjusted
Mortgage Rate on the Mortgage Loans, including Buydown Funds, if any,
and the interest component of any Subservicer Advance or of any REO
Proceeds received in
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connection with an REO Property for which an REO Disposition
has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds
(net of any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant
to Section 2.02, 2.03, 2.04 or 4.07 and all amounts required to be
deposited in connection with the substitution of a Qualified Substitute
Mortgage Loan pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant
to Section 3.07(c) or 3.21; and
(vi) All amounts transferred from the Certificate Account to
the Custodial Account in accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds
and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
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(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized.
(d) The Master Servicer shall give notice to the Trustee and the
Company of any change in the location of the Custodial Account and the location
of the Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with
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respect to each Mortgage Loan will continue up to and including the first of the
month following the date on which the related Mortgaged Property is sold at a
foreclosure sale or is acquired by the Trust Fund by deed in lieu of foreclosure
or otherwise. All such advances received by the Master Servicer shall be
deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from the date of application of
such Curtailment to the first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause
the Subservicers for Subserviced Mortgage Loans to, establish and maintain one
or more Servicing Accounts and deposit and retain therein all collections from
the Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections for any
payments made pursuant to Sections 3.11 (with respect to the Primary Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
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(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any
Class of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the
Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account
in the amounts and in the manner provided for in Section
4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to Sections
3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise
reimbursable pursuant to the terms of this Agreement, such withdrawal
right being limited to amounts received on particular Mortgage Loans
(including, for this purpose, REO Proceeds, Insurance Proceeds,
Liquidation Proceeds and proceeds from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 2.04 or 4.07) which represent (A) Late
Collections of Monthly Payments for which any such advance was made in
the case of Subservicer Advances or Advances pursuant to Section
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4.04 and (B) recoveries of amounts in respect of which such
advances were made in the case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment received
by the Master Servicer on account of interest on a Mortgage Loan as
contemplated by Sections 3.14 and 3.16, an amount equal to that
remaining portion of any such payment as to interest (but not in excess
of the Servicing Fee and the Subservicing Fee, if not previously
retained) which, when deducted, will result in the remaining amount of
such interest being interest at the Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan) on the amount
specified in the amortization schedule of the related Mortgage Loan as
the principal balance thereof at the beginning of the period respecting
which such interest was paid after giving effect to any previous
Curtailments;
(iv) to pay to itself as additional servicing compensation
any interest or investment income earned on funds deposited in the
Custodial Account that it is entitled to withdraw pursuant to Section
3.07(c);
(v) to pay to itself as additional servicing
compensation any Foreclosure Profits, and any amounts
remitted by Subservicers as interest in respect of
Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential
Funding, the Company or any other appropriate Person, as the case may
be, with respect to each Mortgage Loan or property acquired in respect
thereof that has been purchased or otherwise transferred pursuant to
Section 2.02, 2.03, 2.04, 4.07 or 9.01, all amounts received thereon
and not required to be distributed to the Certificateholders as of the
date on which the related Stated Principal Balance or Purchase Price is
determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, any Advance made in connection with a
modification of a Mortgage Loan that is in default or, in the judgment
of the Master Servicer, default is reasonably forseeable pursuant to
Section 3.07(a), to the extent the amount of the Advance has been added
to the outstanding principal balance of the Mortgage Loan or any
Advance reimbursable to the Master Servicer pursuant to Section
4.02(a)(iii);
(viii) to reimburse itself or the Company for
expenses incurred by and reimbursable to it or the Company
pursuant to Sections 3.13, 3.14(c), 6.03, 10.01 or
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otherwise, or in connection with enforcing any repurchase, substitution
or indemnification obligation of any Seller (other than an Affiliate of
the Company) pursuant to the related Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a)
pursuant to Section 3.14 in good faith in connection with the
restoration of property damaged by an Uninsured Cause, and (b) in
connection with the liquidation of a Mortgage Loan or disposition of an
REO Property to the extent not otherwise reimbursed pursuant to clause
(ii) or (viii) above; and
(x) to withdraw any amount deposited in the
Custodial Account that was not required to be deposited
therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii),
(iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off
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Date and the Company had knowledge of such Primary Insurance Policy. The Master
Servicer shall be entitled to cancel or permit the discontinuation of any
Primary Insurance Policy as to any Mortgage Loan, if the Stated Principal
Balance of the Mortgage Loan is reduced below an amount equal to 80% of the
appraised value of the related Mortgaged Property as determined in any appraisal
thereof after the Closing Date, or if the Loan-to-Value Ratio is reduced below
80% as a result of principal payments on the Mortgage Loan after the Closing
Date. In the event that the Company gains knowledge that as of the Closing Date,
a Mortgage Loan had a Loan-to-Value Ratio at origination in excess of 80% and is
not the subject of a Primary Insurance Policy (and was not included in any
exception to the representation in Section 2.03(b)(iv)) and that such Mortgage
Loan has a current Loan-to-Value Ratio in excess of 80% then the Master Servicer
shall use its reasonable efforts to obtain and maintain a Primary Insurance
Policy to the extent that such a policy is obtainable at a reasonable price. The
Master Servicer shall not cancel or refuse to renew any such Primary Insurance
Policy applicable to a Nonsubserviced Mortgage Loan, or consent to any
Subservicer canceling or refusing to renew any such Primary Insurance Policy
applicable to a Mortgage Loan subserviced by it, that is in effect at the date
of the initial issuance of the Certificates and is required to be kept in force
hereunder unless the replacement Primary Insurance Policy for such canceled or
non-renewed policy is maintained with an insurer whose claims-paying ability is
acceptable to each Rating Agency for mortgage pass-through certificates having a
rating equal to or better than the lower of the then-current rating or the
rating assigned to the Certificates as of the Closing Date by such Rating
Agency.
(b) In connection with its activities as administrator and servicer of
the Mortgage Loans, the Master Servicer agrees to present or to cause the
related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the Insurer
under any Primary Insurance Policies, in a timely manner in accordance with such
policies, and, in this regard, to take or cause to be taken such reasonable
action as shall be necessary to permit recovery under any Primary Insurance
Policies respecting 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
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percent of the insurable value of the improvements; provided, however, that such
coverage may not be less than the minimum amount required to fully compensate
for any loss or damage on a replacement cost basis. To the extent it may do so
without breaching the related Subservicing Agreement, the Master Servicer shall
replace any Subservicer that does not cause such insurance, to the extent it is
available, to be maintained. The Master Servicer shall also cause to be
maintained on property acquired upon foreclosure, or deed in lieu of
foreclosure, of any Mortgage Loan (other than a Cooperative Loan), fire
insurance with extended coverage in an amount which is at least equal to the
amount necessary to avoid the application of any co-insurance clause contained
in the related hazard insurance policy. Pursuant to Section 3.07, any amounts
collected by the Master Servicer under any such policies (other than amounts to
be applied to the restoration or repair of the related Mortgaged Property or
property thus acquired or amounts released to the Mortgagor in accordance with
the Master Servicer's normal servicing procedures) shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section 3.10. Any cost
incurred by the Master Servicer in maintaining any such insurance shall not, for
the purpose of calculating monthly distributions to the Certificateholders, be
added to the amount owing under the Mortgage Loan, notwithstanding that the
terms of the Mortgage Loan so permit. Such costs shall be recoverable by the
Master Servicer out of related late payments by the Mortgagor or out of
Insurance Proceeds and Liquidation Proceeds to the extent permitted by Section
3.10. It is understood and agreed that no earthquake or other additional
insurance is to be required of any Mortgagor or maintained on property acquired
in respect of a Mortgage Loan other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. Whenever the improvements securing a Mortgage Loan (other
than a Cooperative Loan) are located at the time of origination of such Mortgage
Loan in a federally designated special flood hazard area, the Master Servicer
shall cause flood insurance (to the extent available) to be maintained in
respect thereof. Such flood insurance shall be in an amount equal to the lesser
of (i) the amount required to compensate for any loss or damage to the Mortgaged
Property on a replacement cost basis and (ii) the maximum amount of such
insurance available for the related Mortgaged Property under the national flood
insurance program (assuming that the area in which such Mortgaged Property is
located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a
blanket fire insurance policy with extended coverage insuring against hazard
losses on all of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first sentence of this Section
3.12(a), it being understood and agreed that such policy may contain a
deductible clause, in which case the Master Servicer shall, in the event
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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
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(ii) if the Master Servicer determines that it is reasonably
likely that any Mortgagor will bring, or if any Mortgagor does bring,
legal action to declare invalid or otherwise avoid enforcement of a
due-on-sale clause contained in any Mortgage Note or Mortgage, the
Master Servicer shall not be required to enforce the due-on-sale clause
or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall both (i) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the Code (or final, temporary or proposed Treasury Regulations promulgated
thereunder) and (ii) cause the Trust Fund to fail to qualify as a REMIC under
the Code or (subject to Section 10.01(f)), result in the imposition of any tax
on "prohibited transactions" or constitute "contributions" after the start-up
date under the REMIC Provisions. The Master Servicer shall execute and deliver
such documents only if it reasonably determines that (i) its execution and
delivery thereof will not conflict with or violate any terms of this Agreement
or cause the unpaid 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
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instructions from the Master Servicer in accordance with the foregoing, the
Trustee shall execute any necessary instruments for such assumption or
substitution of liability as directed in writing by the Master Servicer. Upon
the closing of the transactions contemplated by such documents, the Master
Servicer shall cause the originals or true and correct copies of the assumption
agreement, the release (if any), or the modification or supplement to the
Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and
deposited with the Mortgage File for such Mortgage Loan. Any fee collected by
the Master Servicer or such related Subservicer for entering into an assumption
or substitution of liability agreement will be retained by the Master Servicer
or such Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
or other similar matters if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the owner of the
related Mortgage Loan, that the security for, and the timely and full
collectability of, such Mortgage Loan would not be adversely affected thereby
and that the Trust Fund would not fail to continue to qualify as a REMIC under
the Code as a result thereof and (subject to Section 10.01(f)) that no tax on
"prohibited transactions" or "contributions" after the startup day would be
imposed on the REMIC as a result thereof. Any fee collected by the Master
Servicer or the related Subservicer for processing such a request will be
retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit O, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage recording taxes
or otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws;
(iii) that the Mortgage Loan following the proposed assignment will have a rate
of interest at least 0.25 percent
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below or above the rate of interest on such Mortgage Loan prior to such proposed
assignment; and (iv) that such assignment is at the request of the borrower
under the related Mortgage Loan. Upon approval of an assignment in lieu of
satisfaction with respect to any Mortgage Loan, the Master Servicer shall
receive cash in an amount equal to the unpaid principal balance of and accrued
interest on such Mortgage Loan and the Master Servicer shall treat such amount
as a Principal Prepayment in Full with respect to such Mortgage Loan for all
purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts
pursuant to Section 3.10. Concurrently with the foregoing, the Master Servicer
may pursue any remedies that may be available in connection with a breach of a
representation and warranty with respect to any such Mortgage Loan in accordance
with Sections 2.03 and 2.04. However, the Master Servicer is not required to
continue to pursue both foreclosure (or similar remedies) with respect to the
Mortgage Loans and remedies in connection with a breach of a representation and
warranty if the Master Servicer determines in its reasonable discretion that one
such remedy is more likely to result in a greater recovery as to
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the Mortgage Loan. Upon the occurrence of a Cash Liquidation or REO Disposition,
following the deposit in the Custodial Account of all Insurance Proceeds,
Liquidation Proceeds and other payments and recoveries referred to in the
definition of "Cash Liquidation" or "REO Disposition," as applicable, upon
receipt by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Trustee or any Custodian, as the case may be, shall
release to the Master Servicer the related Mortgage File and the Trustee shall
execute and deliver such instruments of transfer or assignment prepared by the
Master Servicer, in each case without recourse, as shall be necessary to vest in
the Master Servicer or its designee, as the case may be, the related Mortgage
Loan, and thereafter such Mortgage Loan shall not be part of the Trust Fund.
Notwithstanding the foregoing or any other provision of this Agreement, in the
Master Servicer's sole discretion with respect to any defaulted Mortgage Loan or
REO Property as to either of the following provisions, (i) a Cash Liquidation or
REO Disposition may be deemed to have occurred if substantially all amounts
expected by the Master Servicer to be received in connection with the related
defaulted Mortgage Loan or REO Property have been received, and (ii) for
purposes of determining the amount of any Liquidation Proceeds, Insurance
Proceeds, REO Proceeds or any other unscheduled collections or the amount of any
Realized Loss, the Master Servicer may take into account minimal amounts of
additional receipts expected to be received or any estimated additional
liquidation expenses expected to be incurred in connection with the related
defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by
the Trust Fund as an REO Property by foreclosure or by deed in lieu of
foreclosure, the deed or certificate of sale shall be issued to the Trustee or
to its nominee on behalf of Certificateholders. Notwithstanding any such
acquisition of title and cancellation of the related Mortgage Loan, such REO
Property shall (except as otherwise expressly provided herein) be considered to
be an Outstanding Mortgage Loan held in the Trust Fund until such time as the
REO Property shall be sold. Consistent with the foregoing for purposes of all
calculations hereunder so long as such REO Property shall be considered to be an
Outstanding Mortgage Loan it shall be assumed that, notwithstanding that the
indebtedness evidenced by the related Mortgage Note shall have been discharged,
such Mortgage Note and the related amortization schedule in effect at the time
of any such acquisition of title (after giving effect to any previous
Curtailments and before any adjustment thereto by reason of any bankruptcy or
similar proceeding or any moratorium or similar waiver or grace period) remain
in effect.
(c) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of
such REO Property
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within two years after its acquisition by the Trust Fund for purposes of Section
860G(a)(8) of the Code or, at the expense of the Trust Fund, 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 the Trust Fund 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 the Trust Fund to fail to qualify as a REMIC
at any time that any Certificates are outstanding, in which case the Trust Fund
may continue to hold such REO Property (subject to any conditions contained in
such Opinion of Counsel). The Master Servicer shall be entitled to be reimbursed
from the Custodial Account for any costs incurred in obtaining such Opinion of
Counsel, as provided in Section 3.10. Notwithstanding any other provision of
this Agreement, no REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject the Trust Fund to the imposition
of any federal income taxes on the income earned from such REO Property,
including any taxes imposed by reason of Section 860G(c) of the Code, unless the
Master Servicer has agreed to indemnify and hold harmless the Trust Fund with
respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase
or repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as
well as any recovery resulting from a collection of Liquidation Proceeds,
Insurance Proceeds or REO Proceeds, will be applied in the following order of
priority: first, to reimburse the Master Servicer or the related Subservicer in
accordance with Section 3.10(a)(ii); second, to the Certificateholders to the
extent of accrued and unpaid interest on the Mortgage Loan, and any related REO
Imputed Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan) to the Due Date prior to the Distribution
Date on which such amounts are to be distributed; third, to the
Certificateholders as a recovery of principal on the Mortgage Loan (or REO
Property)(provided that if any such Class of Certificates to which such Realized
Loss was allocated is no longer outstanding, such subsequent recovery shall be
distributed to the persons who were the Holders of such Class of Certificates
when it was retired); fourth, to all Servicing Fees and Subservicing Fees
payable therefrom (and the Master Servicer and the Subservicer shall have no
claims for any deficiencies with respect to such fees which result from the
foregoing allocation); and fifth, to Foreclosure Profits.
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Section 3.15. Trustee to Cooperate;
Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit H
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
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which such Mortgage File or such document was delivered and the purpose or
purposes of such delivery. In the event of the liquidation of a Mortgage Loan,
the Trustee shall deliver the Request for Release with respect thereto to the
Master Servicer upon deposit of the related Liquidation Proceeds in the
Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation;
Compensating Interest.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at the related Net Mortgage Rate (or the Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan), the Master Servicer shall be entitled to
retain therefrom and to pay to itself and/or the related Subservicer any
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.
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(c) The Master Servicer shall be required to pay, or cause to be paid,
all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid by the related
Mortgagors, and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as specifically provided
in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may
not be transferred in whole or in part except in connection with the transfer of
all of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i)
will not withdraw from the Custodial Account any such amount representing all or
a portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or
4.01(b) and (iii) will not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi).
Section 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
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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
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rely, as to matters relating to the direct servicing of mortgage loans by
Subservicers, upon comparable statements for examinations conducted by
independent public accountants substantially in accordance with standards
established by the American Institute of Certified Public Accountants (rendered
within one year of such statement) with respect to such Subservicers.
Section 3.20. Rights of the Company in Respect
of the Master Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
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(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in
its entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay to the insurer under any related
Primary Insurance Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature not later than the Business Day next preceding the Distribution Date next
following the date of such investment (except that (i) any investment in the
institution with which the Certificate Account is maintained may mature on such
Distribution Date and (ii) any other investment may mature on such Distribution
Date if the Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds immediately as realized without any
right of reimbursement.
Section 4.02. Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
the Master Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii), the amount required to be distributed to the Master Servicer or a
Subservicer pursuant to Section 4.02(a)(iii), and to each Certificateholder of
record on the next preceding Record Date (other than as provided in Section 9.01
respecting the final
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distribution) either in immediately available funds (by wire transfer or
otherwise) to the account of such Certificateholder at a bank or other entity
having appropriate facilities therefor, if such Certificateholder has so
notified the Master Servicer or the Paying Agent, as the case may be, or, if
such Certificateholder has not so notified the Master Servicer or the Paying
Agent by the Record Date, by check mailed to such Certificateholder at the
address of such Holder appearing in the Certificate Register such
Certificateholder's share (which share (A) with respect to each Class of
Certificates (other than any Subclass of the Class A-7 Certificates), shall be
based on the aggregate of the Percentage Interests represented by Certificates
of the applicable Class held by such Holder or (B) with respect to any Subclass
of the Class A-7 Certificates, shall be equal to the amount (if any) distributed
pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of
the following amounts, in the following order of priority (subject to the
provisions of Section 4.02(b)), in each case to the extent of the Available
Distribution Amount:
(i) to the Class A Certificateholders (other than the Class
A-6 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-7 Certificates) for such Distribution
Date, plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date except as provided in the last
paragraph of this Section 4.02(a); and
(ii) (X) to the Class A-6 Certificateholders, the
Class A-6 Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other
than Class A-6 Certificateholders) and Class R Certificateholders, in
the priorities and amounts set forth in Section 4.02(b)(ii) through
(vi) and Sections 4.02(c) and (d), the sum of the following (applied to
reduce the Certificate Principal Balances of such Class A Certificates
or Class R Certificates, as applicable):
(A) the Senior Percentage for such
Distribution Date times the sum of the following:
(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
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portion of any Debt Service Reduction (other than
the related Discount Fraction of the principal
portion of such Debt Service Reductions with respect
to each Discount Mortgage Loan) which together with
other Bankruptcy Losses exceeds the Bankruptcy
Amount;
(2) the Stated Principal Balance of any
Mortgage Loan repurchased during the related
Prepayment Period (or deemed to have been so
repurchased in accordance with Section 3.07(b))
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the
amount of any shortfall deposited in the Custodial
Account in connection with the substitution of a
Deleted Mortgage Loan pursuant to Section 2.03 or
2.04 during the related Prepayment Period (other
than the related Discount Fraction of such Stated
Principal Balance or shortfall with respect to a
Discount Mortgage Loan); and
(3) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or
REO Disposition of a Mortgage Loan described in
Section 4.02(a)(ii)(Y)(B), including without
limitation Insurance Proceeds, Liquidation Proceeds
and REO Proceeds) received during the related
Prepayment Period (or deemed to have been so
received in accordance with Section 3.07(b)) to the
extent applied by the Master Servicer as recoveries
of principal of the related Mortgage Loan pursuant
to Section 3.14 (other than the related Discount
Fraction of the principal portion of such
unscheduled, collections, with respect to a Discount
Mortgage Loan);
(B) with respect to each Mortgage Loan for which a
Cash Liquidation or a REO Disposition occurred during the
related Prepayment Period (or was deemed to have occurred
during such period in accordance with Section 3.07(b)) and
did not result in any Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses, an amount equal to the lesser of (a) the Senior
Percentage for such Distribution Date times the Stated
Principal Balance of such Mortgage Loan (other than the
related Discount Fraction of such Stated Principal Balance,
with respect to a Discount Mortgage Loan) and (b) the Senior
Accelerated Distribution Percentage for such Distribution
Date times the related unscheduled collections (including
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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; and
(E) any amounts described in subsection (ii)(Y),
clauses (A) through (C) of this Section 4.02(a), as
determined for any previous Distribution Date, which remain
unpaid after application of amounts previously distributed
pursuant to this clause (E) to the extent that such amounts
are not attributable to Realized Losses which have been
allocated to the Class M Certificates or Class B
Certificates;
(iii) if the Certificate Principal Balances of the Class M
Certificates and Class B Certificates have not been reduced to zero, to
the Master Servicer or a Subservicer, by remitting for deposit to the
Custodial Account, to the extent of and in reimbursement for any
Advances or Subservicer Advances previously made with respect to any
Mortgage Loan or REO Property which remain unreimbursed in whole or in
part following the Cash Liquidation or REO Disposition of such Mortgage
Loan or REO Property, minus any such Advances that were made with
respect to delinquencies that ultimately constituted Excess Special
Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date, plus
any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date, minus (y) the amount
of any Class A-6 Collection Shortfalls for such Distribution Date or
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remaining unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections 4.02(a)(vii),
(ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor, applied
in reduction of the Certificate Principal Balance of the Class M-1
Certificates;
(vi) to the Holders of the Class M-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date, plus
any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount for
such Class of Certificates for such Distribution Date, minus (y) the
amount of any Class A-6 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-6 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections 4.02(a)(xi),
(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction
of the Certificate Principal Balance of the Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date, plus
any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date minus (y) the amount
of any Class A-6 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
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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-6 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-6 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-6 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates applied in
reduction of the Certificate Principal Balance of the Class B-3
Certificates;
(xvi) to the Class A Certificateholders and Class R
Certificateholders in the priority set forth in Section 4.02(b), the
portion, if any, of the Available Distribution Amount remaining after
the foregoing distributions, applied to reduce the Certificate
Principal Balances of such Class A Certificates and Class R
Certificates, but in no event more than the aggregate of the
outstanding Certificate Principal Balances of each such Class of Class
A Certificates and Class R Certificates, and thereafter, to each Class
of Class M Certificates then outstanding beginning with such Class with
the lowest numerical designation, any portion of the Available
Distribution Amount remaining after the Class A
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Certificates and Class R Certificates have been retired, applied to
reduce the Certificate Principal Balance of each such Class of Class M
Certificates, but in no event more than the outstanding Certificate
Principal Balance of each such Class of Class M Certificates; and
thereafter to each such Class of Class B Certificates then outstanding
beginning with such Class with the lowest numerical designation, any
portion of the Available Distribution Amount remaining after the Class
M Certificates have been retired, applied to reduce the Certificate
Principal Balance of each such Class of Class B Certificates, but in no
event more than the outstanding Certificate Principal Balance of each
such Class of Class B Certificates; and
(xvii) to the Class R Certificateholders, the
balance, if any, of the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect
to the Class of Class B Certificates outstanding on such Distribution Date with
the highest numerical designation, or in the event the Class B Certificates are
no longer outstanding, the Class of Class M Certificates then outstanding with
the highest numerical designation, or in the event the Class B Certificates and
Class M Certificates are no longer outstanding, the Class A and Class R
Certificates, Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date will be distributable only to the extent that such
unpaid Accrued Certificate Interest was attributable to interest shortfalls
relating to Nonrecoverable Advances as determined by the Master Servicer with
respect to the related Mortgage Loan where such Mortgage Loan has not yet been
the subject of a Cash Liquidation or REO Disposition.
(b) Distributions of principal on the Class A Certificates (other than
the Class A-7 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-6 Certificates, until the
Certificate Principal Balance thereof is reduced to zero, an amount
(the "Class A-6 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;
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(B) the related Discount Fraction of the principal
portion of all unscheduled collections on each Discount
Mortgage Loan received during the preceding calendar month
(other than amounts received in connection with a Cash
Liquidation or REO Disposition of a Discount Mortgage Loan
described in clause (C) below), including Principal
Prepayments in Full, Curtailments and repurchases (including
deemed repurchases under Section 3.07(b)) of Discount
Mortgage Loans (or, in the case of a substitution of a
Deleted Mortgage Loan, the Discount Fraction of the amount
of any shortfall deposited in the Custodial Account in
connection with such substitution);
(C) in connection with the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan that did not result
in any Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses, an amount
equal to the lesser of (1) the applicable Discount Fraction
of the Stated Principal Balance of such Discount Mortgage
Loan immediately prior to such Distribution Date and (2) the
aggregate amount of the collections on such Mortgage Loan to
the extent applied as recoveries of principal;
(D) any amounts allocable to principal for any
previous Distribution Date (calculated pursuant to clauses
(A) through (C) above) that remain undistributed; and
(E) the amount of any Class A-6 Collection
Shortfalls for such Distribution Date and the amount of any
Class A-6 Collection Shortfalls remaining unpaid for all
previous Distribution Dates, but only to the extent of the
Eligible Funds for such Distribution Date;
(ii) the Senior Principal Distribution Amount shall be
distributed to the Class R Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(iii) from the balance, if any, of the Senior Principal
Distribution Amount remaining after the distribution described in
clause 4.02(b)(ii) above, there shall be distributed to the Class A-5
Certificates, in reduction of the Certificate Principal Balance
thereof, an
amount equal to the sum of the following:
(A) 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 of
the Certificates (other than the Class A-6
Certificates)) of the aggregate of the collections
described in Sections 4.02(a)(ii)(Y)(A), (B) and (E)
without any application of the Senior Percentage or
the Senior Accelerated Distribution Percentage; and
(B) the Prepayment Lockout Percentage of the
Class A-5 Certificates' pro rata share (based on the
aggregate Certificate Principal Balance thereof
relative to the Certificate Principal Balance of all
of the Certificates (other than the Class A-6
Certificates)) of the aggregate of the collections
described in Section 4.02(a)(ii)(Y)(C) without any
application of the Senior Accelerated Distribution
Percentage;
provided that, if the aggregate of the amounts set forth in
Section 4.02(a)(ii)(Y)(A) through (E) is more than the
balance of the Available 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 Certificate Principal Balance thereof
relative to the aggregate Certificate Principal Balance of
the Class A Certificates (other than the Class A-6
Certificates) of such difference; and
(iv) an amount equal to the lesser of (1) the Senior
Principal Distribution Amount remaining after the distributions
described in Sections 4.02(b)(ii) and (iii) above, and (2) the
aggregate amount (the "Class A-1 Scheduled Distribution Amount")
necessary to reduce the outstanding Certificate Principal Balance of
the Class A-1 Certificates to an amount equal to the product of (a) the
Class A-1 Scheduled Amount for such Distribution Date and (b) the Class
A-1 Scheduled Percentage for such Distribution Date shall be
distributed to the Class A-1 Certificates;
(v) an amount equal to the lesser of (1) the balance of the
Senior Principal Distribution Amount remaining after the distributions,
if any, described in Sections 4.02(b)(ii), (iii) and (iv) above and (2)
the aggregate amount (the "TAC Scheduled Distribution Amount")
necessary to reduce the outstanding Certificate Principal Balances of
the TAC Certificates to their respective Targeted Principal Balances
for such Distribution Date shall be distributed sequentially to the
Class A-2 Certificates and Class A-3 Certificates in that order, in
each case until
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the Certificate Principal Balance of each such class of
Certificates has been reduced to its Targeted Principal
Balance; and
(vi) the balance of the Senior Principal Distribution Amount
remaining after the distributions, if any, described in Sections
4.02(b)(ii) through (v) above shall be distributed as follows:
(A) first, to the Class A-4 Certificates until
the Certificate Principal Balance thereof has been
reduced to zero;
(B) second, sequentially to the Class A-2, Class A-3
and Class A-1 Certificates in that order, without regard to
their respective schedules, in each case until the
Certificate Principal Balance of such class of Certificates
has been reduced to zero; and
(C) third, 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-6 Certificates) will be disregarded and an amount equal to the Discount
Fraction of the principal portion of scheduled or unscheduled payments received
or advanced in respect of Discount Mortgage Loans will be distributed to the
Class A-6 Certificates and the Senior Principal Distribution Amount will be
distributed among all classes of Senior Certificates (other than the Class A-6
Certificates) pro rata in accordance with their respective outstanding
Certificate Principal Balances.
(d) After reduction of the Certificate Principal Balances of the Class
A Certificates (other than the Class A-6 Certificates) and Class R Certificates
to zero but prior to the occurrence of the Credit Support Depletion Date, the
Class A Certificates (other than the Class A-6 Certificates) and Class R
Certificates will be entitled to no further distributions of principal thereon
and the Available Distribution Amount will be paid solely to the holders of the
Class A-6, Class A-7, Class M and Class B Certificates, in each case as
described herein.
(e) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such Realized Loss was determined to have occurred the
Master Servicer receives amounts, which the Master Servicer reasonably believes
to represent subsequent recoveries (net of
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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 12.01(e) or (ii) such Class of Certificates has been deposited
into a separate trust fund or other structuring vehicle and separate
certificates or other instruments representing interests therein have been
issued in one or more classes, and any of such separate certificates or other
instruments was protected against the related Realized Loss pursuant to any
limited guaranty, payment obligation, irrevocable letter of credit, surety bond,
insurance policy or similar instrument or a reserve fund, or a combination
thereof. Any amount to be so distributed shall be distributed by the Master
Servicer to the Certificateholders of record as of the Record Date immediately
preceding the date of such distribution (i) with respect to the Certificates of
any Class (other than the Class A-7 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-7 Certificates, to the Class
A-7 Certificates or any Subclass thereof in the same proportion as the related
Realized Loss was allocated. Any amounts to be so distributed shall not be
remitted to or distributed from the Trust Fund, and shall constitute subsequent
recoveries with respect to Mortgage Loans that are no longer assets of the Trust
Fund.
(f) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such
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distribution to the Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect participating
firm") for which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the Certificate Owners that it represents. None of the
Trustee, the Certificate Registrar, the Company or the Master Servicer shall
have any responsibility therefor except as otherwise provided by this Agreement
or applicable law.
(g) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class of
Certificates will be made on the next Distribution Date, the Master Servicer
shall, no later than the Determination Date in the month of such final
distribution, notify the Trustee and the Trustee shall, no later than two (2)
Business Days after such Determination Date, mail on such date to each Holder of
such Class of Certificates a notice to the effect that: (i) the Trustee
anticipates that the final distribution with respect to such Class of
Certificates will be made on such Distribution Date but only upon presentation
and surrender of such Certificates at the office of the Trustee or as otherwise
specified therein, and (ii) no interest shall accrue on such Certificates from
and after the end of the prior calendar month. In the event that
Certificateholders required to surrender their Certificates pursuant to Section
9.01(c) do not surrender their Certificates for final cancellation, the Trustee
shall cause funds distributable with respect to such Certificates to be
withdrawn from the Certificate Account and credited to a separate escrow account
for the benefit of such Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to the Certificate
Account and with respect to each Distribution Date the Master Servicer shall
forward to the Trustee and the Trustee shall forward by mail to each Holder and
the Company a statement setting forth the following information as to each Class
of Certificates to the extent applicable:
(i) (a) the amount of such distribution to the
Certificateholders of such Class 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;
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(iv) the amount of any Advance by the Master Servicer
pursuant to Section 4.04;
(v) the number and Pool Stated Principal Balance of the
Mortgage Loans after giving effect to the distribution of principal on
such Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class
of Certificates, and each of the Senior, Class M and Class B
Percentages, after giving effect to the amounts distributed on such
Distribution Date, separately identifying any reduction thereof due to
Realized Losses other than pursuant to an actual distribution of
principal;
(vii) the related Subordinate Principal Distribution
Amount and Prepayment Distribution Percentage, if
applicable;
(viii) on the basis of the most recent reports furnished to it
by Subservicers, the number and aggregate principal balances of
Mortgage Loans that are delinquent (A) one month, (B) two months and
(C) three months and the number and aggregate principal balance of
Mortgage Loans that are in foreclosure;
(ix) the number, aggregate principal balance and book
value of any REO Properties;
(x) the aggregate Accrued Certificate Interest remaining
unpaid, if any, for each Class of Certificates, after giving effect to
the distribution made on such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and
Bankruptcy Amount as of the close of business on such Distribution Date
and a description of any change in the calculation of such amounts;
(xii) the weighted average Pool Strip Rate for such
Distribution Date and the Pass-Through Rate with respect to the Class
A-7 Certificates and each Subclass, if any, thereof;
(xiii) the Class A-7 Notional Amount and each Class A-
7 Subclass Notional Amount;
(xiv) the occurrence of the Credit Support Depletion
Date;
(xv) the Senior Accelerated Distribution Percentage
applicable to such distribution;
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(xvi) the Senior Percentage for such Distribution
Date;
(xvii) the aggregate amount of Realized Losses for
such Distribution Date;
(xviii) the aggregate amount of any recoveries on
previously foreclosed loans from Sellers due to a breach of
representation or warranty;
(xix) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on such
Distribution Date; and
(xx) the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution
Date.
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination. In addition to the statement provided to the Trustee as set forth
in this Section 4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Certificate, other than a Class R Certificate,
a statement containing the information set forth in clauses (i) and (ii) of
subsection (a) above aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
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(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the Trustee and
the Company; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding
each Determination Date, the Master Servicer shall furnish a written statement
to the Trustee, any Paying Agent and the Company (the information in such
statement to be made available to Certificateholders by the Master Servicer on
request) setting forth (i) the Available Distribution Amount; and (ii) the
amounts required to be withdrawn from the Custodial Account and deposited into
the Certificate Account on the immediately succeeding Certificate Account
Deposit Date pursuant to clause (iii) of Section 4.01(a). The determination by
the Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
shall be protected in relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect, on the Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial
Account and deposit in the Certificate Account all or a portion of the Amount
Held for Future Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii) aggregating the amount
of such Advance. Any portion of the Amount Held for Future Distribution so used
shall be replaced by the Master Servicer by deposit in the Certificate Account
on or before 11:00 A.M. New 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
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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.
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Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine
the total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation
or REO Disposition that occurred during the related Prepayment Period or, in the
case of a Servicing Modification that constitutes a reduction of the interest
rate on a Mortgage Loan, the amount of the reduction in the interest portion of
the Monthly Payment due in the month in which such Distribution Date occurs. The
amount of each Realized Loss shall be evidenced by an Officers' Certificate. All
Realized Losses, other than Excess Special Hazard Losses, Extraordinary Losses,
Excess Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows:
first, to the Class B-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; second, to the Class B-2 Certificates until
the Certificate Principal Balance thereof has been reduced to zero; third, to
the Class B-1 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class M-3 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; fifth, to the
Class M-2 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; sixth, to the Class M-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; ; and, thereafter, if such
Realized Losses are on a Discount Mortgage Loan, to the Class A-6 Certificates,
in an amount equal to the Discount Fraction of the principal portion thereof,
and the remainder of such Realized Losses and the entire amount of such Realized
Losses on Non-Discount Mortgage Loans among all the Class A Certificates (other
than the Class A-6 Certificates), Class R Certificates on a pro rata basis, as
described below. Any Excess Special Hazard Losses, Excess Bankruptcy Losses,
Excess Fraud Losses and Extraordinary Losses on Non-Discount Mortgage Loans will
be allocated among the Class A (other than the Class A-6 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-6 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-6
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
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thereon for such Distribution Date (without regard to any Compensating Interest
for such Distribution Date) in the case of an interest portion of a Realized
Loss. Except as provided in the following sentence, any allocation of the
principal portion of Realized Losses (other than Debt Service Reductions) to a
Class of Certificates shall be made by reducing the Certificate Principal
Balance thereof by the amount so allocated, which allocation shall be deemed to
have occurred on such Distribution Date. Any allocation of the principal portion
of Realized Losses (other than Debt Service Reductions) to the Class B
Certificates or, after the Certificate Principal Balances of the Class B
Certificates have been reduced to zero, to the Class of Class M Certificates
then outstanding with the highest numerical designation shall be made by
operation of the definition of "Certificate Principal Balance" and by operation
of the provisions of Section 4.02(a). Allocations of the interest portions of
Realized Losses shall be made by operation of the definition of "Accrued
Certificate Interest" and by operation of the provisions of Section 4.02(a).
Allocations of the principal portion of Debt Service Reductions shall be made by
operation of the provisions of Section 4.02(a). All Realized Losses and all
other losses allocated to a Class of Certificates hereunder will be allocated
among the Certificates of such Class in proportion to the Percentage Interests
evidenced thereby; provided that if any Subclasses of the Class A-7 Certificates
have been issued pursuant to Section 5.01(c), such Realized Losses and other
losses allocated to the Class A-7 Certificates shall be allocated among such
Subclasses in proportion to the respective amounts of Accrued Certificate
Interest payable on such Distribution Date that would have resulted absent such
reductions.
Section 4.06. Reports of Foreclosures and Abandonment
of Mortgaged Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
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
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therefor. If at any time the Master Servicer makes a payment to the Certificate
Account covering the amount of the Purchase Price for such a Mortgage Loan, and
the Master Servicer provides to the Trustee a certification signed by a
Servicing Officer stating that the amount of such payment has been deposited in
the Certificate Account, then the Trustee shall execute the assignment of such
Mortgage Loan at the request of the Master Servicer without recourse to the
Master Servicer which shall succeed to all the Trustee's right, title and
interest in and to such Mortgage Loan, and all security and documents relative
thereto. Such assignment shall be an assignment outright and not for security.
The Master Servicer will thereupon own such Mortgage, and all such security and
documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto. Notwithstanding anything to the
contrary in this Section 4.07, the Master Servicer shall continue to service any
such Mortgage Loan after the date of such purchase in accordance with the terms
of this Agreement and, if any Realized Loss with respect to such Mortgage Loan
occurs, allocate such Realized Loss to the Class or Classes of Certificates that
would have borne such Realized Loss in accordance with the terms hereof as if
such Mortgage Loan had not been so purchased. For purposes of this Agreement, a
payment of the Purchase Price by the Master Servicer pursuant to this Section
4.07 will be viewed as an advance, and the amount of any Realized Loss shall be
recoverable pursuant to the provisions for the recovery of unreimbursed Advances
under Section 4.02(a) or, to the extent not recoverable under such provisions,
as a Nonrecoverable Advance as set forth herein.
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ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates,
respectively, shall be substantially in the forms set forth in Exhibits A, B, C
and D and shall, on original issue, be executed and delivered by the Trustee to
the Certificate Registrar for authentication and delivery to or upon the order
of the Company upon receipt by the Trustee or one or more Custodians of the
documents specified in Section 2.01. The Certificates, other than the Class A-7
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 and Class A-5 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-6, Class M-1, Class M-2,
Class M-3, Class B-1 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-6 $ 25,978.86
Class M-1 $ 25,600.00
Class M-2 $ 250,300.00
Class B-1 $ 381,400.00
Class B-2 $ 305,100.00
Class B-3 $ 305,583.48
The Class A-7 and Class R Certificates shall be issuable in minimum
denominations of not less than a 20% Percentage Interest; provided, however,
that one Class R Certificate will be issuable to Residential Funding as "tax
matters person" pursuant to Section 10.01(c) and (e) in a minimum denomination
representing a Percentage Interest of not less than 0.01%. Each Subclass of
Class A-7 Certificates shall be issuable as a single Certificate as provided in
Section 5.01(c).
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate
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Registrar by manual signature, and such certificate upon any Certificate shall
be conclusive evidence, and the only evidence, that such Certificate has been
duly authenticated and delivered hereunder. All Certificates shall be dated the
date of their authentication.
(b) The Class A Certificates, other than the Class A-6 Certificates and
Class A-7 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-6 Certificates and
Class A-7 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
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notify all Certificate Owners, through the Depository, of the occurrence of any
such event and of the availability of Definitive Certificates to Certificate
Owners requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration of transfer, the Trustee shall issue the
Definitive Certificates. Neither the Company, the Master Servicer nor the
Trustee shall be liable for any actions taken by the Depository or its nominee,
including, without limitation, any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Company in connection with
the issuance of the Definitive Certificates pursuant to this Section 5.01 shall
be deemed to be imposed upon and performed by the Trustee, and the Trustee and
the Master Servicer shall recognize the Holders of the Definitive Certificates
as Certificateholders hereunder.
(c) From time to time Residential Funding, as the initial Holder of the
Class A-7 Certificates, may exchange such Holder's Class A-7 Certificates for
Subclasses of Class A-7 Certificates to be issued under this Agreement by
delivering a "Request for Exchange" substantially in the form attached hereto as
Exhibit Q executed by an authorized officer, which Subclasses, in the aggregate,
will represent the Uncertificated REMIC Regular Interests corresponding to the
Class A-7 Certificates so surrendered for exchange. Any Subclass so issued shall
bear a numerical designation commencing with Class A-7-1 and continuing
sequentially thereafter, and will evidence ownership of the Uncertificated REMIC
Regular Interest or Interests specified in writing by such initial Holder to the
Trustee. The Trustee may conclusively, without any independent verification,
rely on, and shall be protected in relying on, Residential Funding's
determinations of the Uncertificated REMIC Regular Interests corresponding to
any Subclass, the initial Class A-7 Subclass Notional Amount and the initial
Pass-Through Rate on a Subclass as set forth in such Request for Exchange and
the Trustee shall have no duty to determine if any Uncertificated REMIC Regular
Interest designated on a Request for Exchange corresponds to a Subclass which
has previously been issued. Each Subclass so issued shall be substantially in
the form set forth in Exhibit A and shall, on original issue, be executed and
delivered by the Trustee to the Certificate Registrar for authentication and
delivery in accordance with Section 5.01(a). Every Certificate presented or
surrendered for exchange by the initial Holder shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer attached to such Certificate and shall be
completed to the satisfaction of the Trustee and the Certificate Registrar duly
executed by, the initial Holder thereof or his attorney duly authorized in
writing. The Certificates of any Subclass of Class
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A-7 Certificates may be transferred in whole, but not in part, in accordance
with the provisions of Section 5.02.
Section 5.02. Registration of Transfer and Exchange of
Certificates.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be appointed by the Trustee in accordance with the provisions of
Section 8.12 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein
provided. The Trustee is initially appointed Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided. The Certificate Registrar, or the Trustee, shall provide the
Master Servicer with a certified list of Certificateholders as of each Record
Date prior to the related Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class M, Class B or Class R Certificate,
upon satisfaction of the conditions set forth below, the Trustee shall execute
and the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class (or Subclass) and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class (or
Subclass) and aggregate Percentage 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
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Counsel acceptable to and in form and substance satisfactory to the Trustee and
the Company that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from said Act and laws or is
being made pursuant to said Act and laws, which Opinion of Counsel shall not be
an expense of the Trustee, the Company or the Master Servicer and (B) the
Trustee shall require the transferee to execute a representation letter,
substantially in the form of Exhibit J-1 hereto, and the Trustee shall require
the transferor to execute a representation letter, substantially in the form of
Exhibit K hereto, each acceptable to and in form and substance satisfactory to
the Company and the Trustee certifying to the Company and the Trustee the facts
surrounding such transfer, which representation letters shall not be an expense
of the Trustee, the Company or the Master Servicer or (ii) the prospective
transferee of such a Certificate shall be required to provide the Trustee, the
Company and the Master Servicer with an investment letter substantially in the
form of Exhibit L attached hereto (or such other form as the Company in its sole
discretion deems acceptable), which investment letter shall not be an expense of
the Trustee, the Company or the Master Servicer, and which investment letter
states that, among other things, such transferee (A) is a "qualified
institutional buyer" as defined under Rule 144A, acting for its own account or
the accounts of other "qualified institutional buyers" as defined under Rule
144A, and (B) is aware that the proposed transferor intends to rely on the
exemption from registration requirements under the Securities Act of 1933, as
amended, provided by Rule 144A. The Holder of any such Certificate desiring to
effect any such transfer, sale, pledge or other disposition shall, and does
hereby agree to, indemnify the Trustee, the Company, the Master Servicer and the
Certificate Registrar against any liability that may result if the transfer,
sale, pledge or other disposition is not so exempt or is not made in accordance
with such federal and state laws.
(e) In the case of any Class M, Class B or Class R Certificate
presented for registration in the name of any Person, either (i) the Trustee
shall require an Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master Servicer to the effect
that the purchase or holding of such Class M, Class B or Class R Certificate is
permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code
(or comparable provisions of any subsequent enactments), and will not subject
the Trustee, the Company or the Master Servicer to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or the Master Servicer or
(ii) the prospective transferee shall be required to provide the Trustee, the
Company and the Master Servicer with a
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certification to the effect set forth in paragraph six of Exhibit J-1 (with
respect to any Class B Certificate), Exhibit J-2 (with respect to any Class M
Certificate) or paragraph fourteen of Exhibit I-1 (with respect to any Class R
Certificate), which the Trustee may rely upon without further inquiry or
investigation, or such other certifications as the Trustee may deem desirable or
necessary in order to establish that such transferee or the Person in whose name
such registration is requested is not an employee benefit plan or other plan
subject to the prohibited transaction provisions of ERISA or Section 4975 of the
Code, or any Person (including an investment manager, a named fiduciary or a
trustee of any such plan) who is using "plan assets" of any such plan to effect
such acquisition.
(f) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in
a Class R Certificate shall be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change in its
status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require delivery
to it, and shall not register the Transfer of any Class R Certificate
until its receipt of, (I) an affidavit and agreement (a "Transfer
Affidavit and Agreement," in the form attached hereto as Exhibit I-1)
from the proposed Transferee, in form and substance satisfactory to the
Master Servicer, representing and warranting, among other things, that
it is a Permitted Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of the proposed
Transfer as a nominee, trustee or agent for any Person who is not a
Permitted Transferee, that for so long as it retains its Ownership
Interest in a Class R Certificate, it will endeavor to remain a
Permitted Transferee, and that it has reviewed the provisions of this
Section 5.02(f) and agrees to be bound by them, and (II) a certificate,
in the form attached hereto as Exhibit I-2, from the Holder wishing to
transfer the Class R Certificate, in form and substance satisfactory to
the Master Servicer, representing and
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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
Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf of, a
"pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R Certificate
only if it shall have received the Transfer Affidavit and Agreement, a
certificate of the Holder requesting such transfer in the form attached hereto
as Exhibit I-2 and all of such other documents as shall have been reasonably
required by the Trustee as a condition to such registration. Transfers of the
Class R Certificates to Non-United States Persons and Disqualified Organizations
(as defined in Section 860E(e)(5) of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a holder of a
Class R Certificate, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a Non-United States Person shall become a holder of a
Class R Certificate, then the last preceding United States Person shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a transfer of a Class R Certificate is disregarded
pursuant to the provisions of Treasury Regulations Section 1.860E-1 or Section
1.860G-3, then the last preceding
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Permitted Transferee shall be restored, to the extent permitted by law, to all
rights and obligations as Holder thereof retroactive to the date of registration
of such Transfer of such Class R Certificate. The Trustee shall be under no
liability to any Person for any registration of Transfer of a Class R
Certificate that is in fact not permitted by this Section 5.02(f) or for making
any payments due on such Certificate to the holder thereof or for taking any
other action with respect to such holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a
Class R Certificate in violation of the restrictions in this Section 5.02(f) and
to the extent that the retroactive restoration of the rights of the Holder of
such Class R Certificate as described in clause (iii)(A) above shall be invalid,
illegal or unenforceable, then the Master Servicer shall have the right, without
notice to the holder or any prior holder of such Class R Certificate, to sell
such Class R Certificate to a purchaser selected by the Master Servicer on such
terms as the Master Servicer may choose. Such purported Transferee shall
promptly endorse and deliver each Class R Certificate in accordance with the
instructions of the Master Servicer. Such purchaser may be the Master Servicer
itself or any Affiliate of the Master Servicer. The proceeds of such sale, net
of the commissions (which may include commissions payable to the Master Servicer
or its Affiliates), expenses and taxes due, if any, will be remitted by the
Master Servicer to such purported Transferee. The terms and conditions of any
sale under this clause (iii)(B) shall be determined in the sole discretion of
the Master Servicer, and the Master Servicer shall not be liable to any Person
having an Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information necessary to
compute any tax imposed (A) as a result of the Transfer of an Ownership Interest
in a Class R Certificate to any Person who is 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,
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provided that there shall have been delivered to the Trustee the
following:
(A) written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such provisions
will not cause such Rating Agency to downgrade its then-current
ratings, if any, of any Class of the Class A, Class M, Class B or Class
R Certificates below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating
Agency; and
(B) subject to Section 10.01(f), a certificate of the Master
Servicer stating that the Master Servicer has received an Opinion of
Counsel, in form and substance satisfactory to the Master Servicer, to
the effect that such modification, addition to or absence of such
provisions will not cause the Trust Fund to cease to qualify as a REMIC
and will not cause (x) the Trust Fund to be subject to an entity-level
tax caused by the Transfer of any Class R Certificate to a Person that
is a Disqualified Organization or (y) a Certificateholder or another
Person to be subject to a REMIC-related tax caused by the Transfer of a
Class R Certificate to a Person that is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange
shall be destroyed by the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient
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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 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
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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 Certificate Interest thereon, 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,
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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
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Agreement; provided that the Person accepting such assignment or delegation
shall be a Person which is qualified to service mortgage loans on behalf of FNMA
or FHLMC, is reasonably satisfactory to the Trustee and the Company, is willing
to service the Mortgage Loans and executes and delivers to the Company and the
Trustee an agreement, in form and substance reasonably satisfactory to the
Company and the Trustee, which contains an assumption by such Person of the due
and punctual performance and observance of each covenant and condition to be
performed or observed by the Master Servicer under this Agreement; provided
further that each Rating Agency's rating of the Classes of Certificates that
have been rated in effect immediately prior to such assignment and delegation
will not be qualified, reduced or withdrawn as a result of such assignment and
delegation (as evidenced by a letter to such effect from each Rating Agency). In
the case of any such assignment and delegation, the Master Servicer shall be
released from its obligations under this Agreement, except that the Master
Servicer shall remain liable for all liabilities and obligations incurred by it
as Master Servicer hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding sentence.
Section 6.03. Limitation on Liability of the Company,
the Master Servicer and Others.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Company, the Master Servicer or any such Person
against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Company, the Master Servicer and any
director, officer, employee or agent of the Company or the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Company,
the Master Servicer and any director, officer, employee or agent of the Company
or the Master Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in
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the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder.
Neither the Company nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as if such expenses and costs constituted a Prepayment
Interest Shortfall.
Section 6.04. Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
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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
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(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities, or similar proceedings
of, or relating to, the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take
advantage of, or commence a voluntary case under, any applicable
insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its
obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to
Section 4.04(b) that it is unable to deposit in the Certificate Account
an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Company or the Trustee may, and
at the direction of Holders of Certificates entitled to at least 51% of the
Voting Rights, the Trustee shall, by notice in writing to the Master Servicer
(and to the Company if given by the Trustee or to the Trustee if given by the
Company), terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder. If an Event of Default
described in clause (vi) hereof shall occur, the Trustee shall, by notice to the
Master Servicer and the Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee
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for administration by it of all cash amounts which shall at the time be credited
to the Custodial Account or the Certificate Account or thereafter be received
with respect to the Mortgage Loans. No such termination shall release the Master
Servicer for any liability that it would otherwise have hereunder for any act or
omission prior to the effective time of such termination.
Notwithstanding any termination of the activities of Residential
Funding in its capacity as Master Servicer hereunder, Residential Funding shall
be entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
Section 7.02. Trustee or Company to Act; Appointment of
Successor.
On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Company and with the Company's consent (which
shall not be unreasonably withheld) a designee (which meets the standards set
forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers or
Sellers as set forth in such Sections, and its obligations to deposit amounts in
respect of losses incurred prior to such notice or termination on the investment
of funds in the Custodial Account or the Certificate Account pursuant to
Sections 3.07(c) and 4.01(b) by the terms and provisions hereof); provided,
however, that any failure to perform such duties or responsibilities caused by
the preceding Master Servicer's failure to provide information required by
Section 4.04 shall not be considered a default by the Trustee hereunder. As
compensation therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been entitled to charge
to the Custodial Account or the Certificate Account if the Master Servicer had
continued to act hereunder and, in addition, shall be entitled to the income
from any Permitted Investments made with amounts attributable to the Mortgage
Loans held in the Custodial Account or the Certificate
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Account. If the Trustee has become the successor to the Master Servicer in
accordance with Section 6.04 or Section 7.01, then notwithstanding the above,
the Trustee may, if it shall be unwilling to so act, or shall, if it is unable
to so act, appoint, or petition a court of competent jurisdiction to appoint,
any established housing and home finance institution, which is also a FNMA- or
FHLMC-approved mortgage servicing institution, having a net worth of not less
than $10,000,000 as the successor to the Master Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Master Servicer hereunder. Pending appointment of a successor to the Master
Servicer hereunder, the Trustee shall become successor to the Master Servicer
and shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the initial Master Servicer hereunder. The Company, the
Trustee, the Custodian and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.
The Servicing Fee for any successor Master Servicer appointed pursuant to this
Section 7.02 will be lowered with respect to those Mortgage Loans, if any, where
the Subservicing Fee accrues at a rate of less than 0.20% per annum in the event
that the successor Master Servicer is not servicing such Mortgage Loans directly
and it is necessary to raise the related Subservicing Fee to a rate of 0.20% per
annum in order to hire a Subservicer with respect to such Mortgage Loans.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected by
a default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the
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manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon any such waiver of
a default or Event of Default by the Holders representing the requisite
percentage of Voting Rights affected by such default or Event of Default, such
default or Event of Default shall cease to exist and shall be deemed to have
been remedied for every purpose hereunder. No such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon except to the extent expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a
timely fashion to the Master Servicer such information as the Master Servicer
may reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of the Trust Fund as a REMIC under the REMIC Provisions and (subject to Section
10.01(f)) to prevent the imposition of any federal, state or local income,
prohibited transaction, contribution or other tax on the Trust Fund to the
extent that maintaining such status and avoiding such taxes are reasonably
within the control of the Trustee and are reasonably within the scope of its
duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of
Default, and after the curing or waiver of all such Events
of Default which may have occurred, the duties and
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obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except
for the performance of such duties and obligations as are specifically
set forth in this Agreement, no implied covenants or obligations shall
be read into this Agreement against the Trustee and, in the absence of
bad faith on the part of the Trustee, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished
to the Trustee by the Company or the Master Servicer and which on their
face, do not contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error
of judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect
to any action taken, suffered or omitted to be taken by it in good
faith in accordance with the direction of Certificateholders of any
Class holding Certificates which evidence, as to such Class, Percentage
Interests aggregating not less than 25% as to the time, method and
place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee,
under this Agreement;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified in
clauses (i) and (ii) of Section 7.01 or an Event of Default under
clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible
Officer of the Trustee assigned to and working in the Corporate Trust
Office obtains actual knowledge of such failure or event or the Trustee
receives written notice of such failure or event at its Corporate Trust
Office from the Master Servicer, the Company or any Certificateholder;
and
(v) Except to the extent provided in Section 7.02, no
provision in this Agreement shall require the Trustee to expend or risk
its own funds (including, without limitation, the making of any
Advance) or otherwise incur any personal financial liability in the
performance of any of its duties as Trustee hereunder, or in the
exercise of any of its rights or powers, if the Trustee shall have
reasonable grounds for believing that repayment of funds or adequate
indemnity against such risk or liability is not reasonably assured to
it.
(d) The Trustee shall timely pay, from its own funds, the
amount of any and all federal, state and local taxes imposed on
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the Trust Fund or its assets or transactions including, without limitation, (A)
"prohibited transaction" penalty taxes as defined in Section 860F of the Code,
if, when and as the same shall be due and payable, (B) any tax on contributions
to a REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C)
any tax on "net income from foreclosure property" as defined in Section 860G(c)
of the Code, but only if such taxes arise out of a breach by the Trustee of its
obligations hereunder, which breach constitutes negligence or willful misconduct
of the Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred
therein or thereby; nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of an Event of
Default (which has not been cured), to exercise such of the rights and
powers vested in it by this Agreement, and to use the same degree of
care and skill in their exercise as a prudent investor would exercise
or use under the circumstances in the conduct of such investor's own
affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(v) Prior to the occurrence of an Event of
Default hereunder and after the curing of all Events of
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Default which may have occurred, the Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or document, unless
requested in writing so to do by Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests, aggregating not
less than 50%; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in
the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Agreement, the Trustee
may require reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every such
examination shall be paid by the Master Servicer, if an Event of
Default shall have occurred and is continuing, and otherwise by the
Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; and
(vii) To the extent authorized under the Code and the
regulations promulgated thereunder, each Holder of a Class R
Certificate hereby irrevocably appoints and authorizes the Trustee to
be its attorney-in-fact for purposes of signing any Tax Returns
required to be filed on behalf of the Trust Fund. The Trustee shall
sign on behalf of the Trust Fund and deliver to the Master Servicer in
a timely manner any Tax Returns prepared by or on behalf of the Master
Servicer that the Trustee is required to sign as determined by the
Master Servicer pursuant to applicable federal, state or local tax
laws, provided that the Master Servicer shall indemnify the Trustee for
signing any such Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to
the effect that such contribution will not (i) cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding or (ii)
cause the Trust Fund to be subject to any federal tax as a result of such
contribution (including the imposition of any federal tax on "prohibited
transactions" imposed under Section 860F(a) of the Code).
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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
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misconduct on its part, arising out of, or in connection with, the acceptance
and administration of the Trust Fund, including the costs and expenses
(including reasonable legal fees and expenses) of defending itself against any
claim in connection with the exercise or performance of any of its powers or
duties under this Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have
given the Master Servicer written notice thereof promptly after the
Trustee shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the
Trustee shall cooperate and consult fully with the Master Servicer in
preparing such defense; and
(iii) notwithstanding anything in this Agreement to the
contrary, the Master Servicer shall not be liable for settlement of any
claim by the Trustee entered into without the prior consent of the
Master Servicer which consent shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations created by this
Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the
Master Servicer in this Section 8.05(b) shall not pertain to any loss, liability
or expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall
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resign immediately in the manner and with the effect specified in
Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Company. Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Company may
remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Company determines that the Trustee has failed (i) to distribute or cause to
be distributed to the Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Company) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written notice of such failure, requiring that
the same be remedied, shall have been given to the Trustee by the Company, then
the Company may remove the Trustee and appoint a successor trustee by written
instrument delivered as provided in the preceding sentence. In connection with
the appointment of a successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the lesser of the then
current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of
the Voting Rights may at any time remove the Trustee and appoint
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a successor trustee by written instrument or instruments, in triplicate, signed
by such Holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Company, one complete set to the
Trustee so removed and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any successor
trustee hereunder), and the Company, the Master Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided
in this Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association
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resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation or national banking association succeeding
to the business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation or national banking association shall be eligible
under the provisions of Section 8.06, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding. The Trustee shall mail notice of any
such merger or consolidation to the Certificateholders at their address as shown
in the Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate
Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
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(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 14 Wall Street, 8th
Floor, New York, NY 10005 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 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Company to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation (or
any Advance with respect thereto) of the last Mortgage Loan remaining
in the Trust Fund or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of all
Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan or, if less than such unpaid
principal balance, the fair market value of the related underlying
property of such Mortgage Loan with respect to Mortgage Loans as to
which title has been acquired if such fair market value is less than
such unpaid principal balance (net of any unreimbursed Advances
attributable to principal) on the day of repurchase plus accrued
interest thereon at the Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of any Modified Mortgage Loan) to, but not including,
the first day of the month in which such repurchase price is
distributed, provided, however, that in no event shall the trust
created hereby continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the Court of St. James, living
on the date hereof and provided further that the purchase price set
forth above shall be increased as is necessary, as determined by the
Master Servicer, to avoid disqualification of the Trust Fund as a
REMIC.
The right of the Master Servicer or the Company to purchase all the
assets of the Trust Fund pursuant to clause (ii) above is conditioned upon the
Pool Stated Principal Balance as of the Final Distribution Date being less than
ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
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right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In addition, the
Master Servicer or the Company, as applicable, shall provide to the Trustee the
certification required by Section 3.15 and the Trustee and any Custodian shall,
promptly following payment of the purchase price, release to the Master Servicer
or the Company, as applicable, the Mortgage Files pertaining to the Mortgage
Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution as a
result of the exercise by the Company of its right to purchase the assets of the
Trust Fund, the Company shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise by the Master Servicer
or the Company of its right to purchase the assets of the Trust Fund or
otherwise). Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the
Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer or
the Company, as applicable (if it is exercising its right to purchase the assets
of the Trust Fund), or by the Trustee (in any other case) by letter to the
Certificateholders mailed not earlier than the 15th day and not later than the
25th day of the month next preceding the month of such final distribution
specifying:
(i) the anticipated Final Distribution Date upon which final
payment of the Certificates is anticipated to be made upon presentation
and surrender of Certificates at the office or agency of the Trustee
therein designated,
(ii) the amount of any such final payment, if known,
and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the Class A
Certificates, Class M Certificates 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
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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, any previously unpaid Accrued Certificate
Interest, subject to the priority set forth in Section 4.02(a), and (B) with
respect to the Class R Certificates, any excess of the amounts available for
distribution (including the repurchase price specified in clause (ii) of
subsection (a) of this Section) over the total amount distributed under the
immediately preceding clause (A).
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof), the Trustee shall on
such date cause all funds in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer or
the Company, as applicable (if it exercised its right to purchase the assets of
the Trust Fund), or the Trustee (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect 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.
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Section 9.02. Additional Termination Requirements.
(a) The Trust Fund shall be terminated in accordance with the following
additional requirements, unless (subject to Section 10.01(f)) the Trustee and
the Master Servicer have received an Opinion of Counsel (which Opinion of
Counsel shall not be an expense of the Trustee) to the effect that the failure
of the Trust Fund as the case may be, to comply with the requirements of this
Section 9.02 will not (i) result in the imposition on the Trust of taxes on
"prohibited transactions," as described in Section 860F of the Code, or (ii)
cause the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation
period for the Trust Fund and specify the first day of such period in a
statement attached to the Trust Fund's final Tax Return pursuant to
Treasury regulations Section 1.860F-1. The Master Servicer also shall
satisfy all of the requirements of a qualified liquidation for the
Trust Fund under Section 860F of the Code and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the
time of making of the final payment on the Certificates, the Trustee
shall sell or otherwise dispose of all of the remaining assets of the
Trust Fund in accordance with the terms hereof; and
(iii) If the Master Servicer or the Company is exercising its
right to purchase the assets of the Trust Fund, the Master Servicer
shall, during the 90-day liquidation period and at or prior to the
Final Distribution Date, purchase all of the assets of the Trust Fund
for cash; provided, however, that in the event that a calendar quarter
ends after the commencement of the 90-day liquidation period but prior
to the Final Distribution Date, the Master Servicer or the Company
shall not purchase any of the assets of the Trust Fund prior to the
close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for the Trust Fund at the expense of the Trust Fund
in accordance with the terms and conditions of this Agreement.
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ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the Trust
Fund as a REMIC under the Code and, if necessary, under applicable state law.
Such election will be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC election in respect of
the Trust Fund, each of the Class A (except for Class A-7), Class M and Class B
Certificates and the Uncertificated REMIC Regular Interests shall be designated
as the "regular interests" and the Class R Certificates shall be designated as
the sole class of "residual interests" in the REMIC. The REMIC Administrator and
the Trustee shall not permit the creation of any "interests" (within the meaning
of Section 860G of the Code) in the REMIC other than the Certificates and the
Uncertificated REMIC Regular Interests.
(b) The Closing Date is hereby designated as the "startup day" of the
Trust Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate
representing a 0.01% Percentage Interest of the Class R Certificates and shall
be designated as "the tax matters person" with respect to the REMIC in the
manner provided under Treasury regulations section 1.860F-4(d) and temporary
Treasury regulations section 301.6231(a)(7)-1T. Residential Funding, as tax
matters person, shall (i) act on behalf of the REMIC in relation to any tax
matter or controversy involving the Trust Fund and (ii) represent the Trust Fund
in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and the REMIC Administrator shall be entitled to reimbursement
therefor out of amounts attributable to the Mortgage Loans on deposit in the
Custodial Account as provided by Section 3.10 unless such legal expenses and
costs are incurred by reason of the REMIC Administrator's willful misfeasance,
bad faith or gross negligence. If the REMIC Administrator is no longer the
Master Servicer hereunder, at its option the REMIC Administrator may continue
its duties as REMIC Administrator and shall be paid reasonable compensation not
to exceed $3,000 per year by any successor Master Servicer hereunder for so
acting as the REMIC Administrator.
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(d) The REMIC Administrator shall prepare or cause to be prepared all
of the Tax Returns that it determines are required with respect to the REMIC
created hereunder and deliver such Tax Returns in a timely manner to the Trustee
and the Trustee shall sign and file such Tax Returns in a timely manner. The
expenses of preparing such returns shall be borne by the REMIC Administrator
without any right of reimbursement therefor. The REMIC Administrator agrees to
indemnify and hold harmless the Trustee with respect to any tax or liability
arising from the Trustee's signing of Tax Returns that contain errors or
omissions. The Trustee and Master Servicer shall promptly provide the REMIC
Administrator with such information as the REMIC Administrator may from time to
time request for the purpose of enabling the REMIC Administrator to prepare Tax
Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of each of the REMIC.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause each of the REMIC created hereunder to take such actions
as are reasonably within the Master Servicer's or the REMIC Administrator's
control and the scope of its duties more specifically set forth herein as shall
be necessary or desirable to maintain the status thereof as a REMIC under the
REMIC Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). The Master Servicer and the REMIC Administrator
shall not knowingly or intentionally take any action, cause the Trust Fund to
take any action or fail to take (or fail to cause the Trust Fund to take) any
action reasonably within their respective control, that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon
the REMIC (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code) (either such event, in the
absence of an Opinion of Counsel or the indemnification referred to in this
sentence, an "Adverse REMIC Event") unless the Master Servicer or the REMIC
Administrator, as applicable, has received an Opinion of Counsel (at the expense
of the party seeking to take such action or, if such party fails to pay such
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expense, and the Master Servicer or the REMIC Administrator, as applicable,
determines that taking such action is in the best interest of the Trust Fund and
the Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of the Master Servicer, the REMIC Administrator or the Trustee) to the
effect that the contemplated action will not, with respect to the REMIC created
hereunder, endanger such status or, unless the Master Servicer, the REMIC
Administrator or both, as applicable, determine in its or their sole discretion
to indemnify the Trust Fund against the imposition of such a tax, result in the
imposition of such a tax. Wherever in this Agreement a contemplated action may
not be taken because the timing of such action might result in the imposition of
a tax on the Trust Fund, or may only be taken pursuant to an Opinion of Counsel
that such action would not impose a tax on the Trust Fund, such action may
nonetheless be taken provided that the indemnity given in the preceding sentence
with respect to any taxes that might be imposed on the Trust Fund has been given
and that all other preconditions to the taking of such action have been
satisfied. The Trustee shall not take or fail to take any action (whether or not
authorized hereunder) as to which the Master Servicer or the REMIC
Administrator, as applicable, has advised it in writing that it has received an
Opinion of Counsel to the effect that an Adverse REMIC Event could occur with
respect to such action. In addition, prior to taking any action with respect to
the REMIC or its assets, or causing the REMIC to take any action, which is not
expressly permitted under the terms of this Agreement, the Trustee will consult
with the Master Servicer or the REMIC Administrator, as applicable, or its
designee, in writing, with respect to whether such action could cause an Adverse
REMIC Event to occur with respect to the REMIC and the Trustee shall not take
any such action or cause the REMIC to take any such action as to which the
Master Servicer or the REMIC Administrator, as applicable, has advised it in
writing that an Adverse REMIC Event could occur. The Master Servicer or the
REMIC Administrator, as applicable, may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take
the action not expressly permitted by this Agreement, but in no event at the
expense of the Master Servicer or the REMIC Administrator. At all times as may
be required by the Code, the Master Servicer will to the extent within its
control and the scope of its duties more specifically set forth herein, maintain
substantially all of the assets of the REMIC as "qualified mortgages" as defined
in Section 860G(a)(3) of the Code and "permitted investments" as defined in
Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions"
of the REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of the REMIC as defined in Section
860G(c) of the Code, on any contributions to the REMIC after the Startup Day
therefor pursuant to Section 860G(d) of the Code, or any other tax is
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imposed by the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Master Servicer, if such tax arises out of
or results from a breach by the Master Servicer of any of its obligations under
this Agreement or the Master Servicer has in its sole discretion determined to
indemnify the Trust Fund against such tax, (ii) to the Trustee, if such tax
arises out of or results from a breach by the Trustee of any of its obligations
under this Article X, or (iii) otherwise against amounts on deposit in the
Custodial Account as provided by Section 3.10 and on the Distribution Date(s)
following such reimbursement the aggregate of such taxes shall be allocated in
reduction of the Accrued Certificate Interest on each Class entitled thereto in
the same manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to the REMIC on a calendar
year and on an accrual basis or as otherwise may be required by the REMIC
Provisions.
(i) Following the Startup Day, neither the Master Servicer nor the
Trustee shall accept any contributions of assets to the REMIC unless (subject to
Section 10.01(f)) the Master Servicer and the Trustee shall have received an
Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in the REMIC will
not cause the REMIC to fail to qualify as REMICs at any time that any
Certificates are outstanding or subject the REMIC to any tax under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which the REMIC will receive a
fee or other compensation for services nor permit the REMIC to receive any
income from assets other than "qualified mortgages" as defined in Section
860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury Regulations, the "latest possible maturity date" by which the
Certificate Principal Balance of each Class of Certificates (other than the
Class A-7 Certificates) representing a regular interest in the REMIC would be
reduced to zero is July 25, 2012, which is the Distribution Date immediately
following the latest scheduled maturity of any Mortgage Loan. The latest
possible Maturity Date for each Uncertificated REMIC Regular Interest is July
25, 2012, which is the Distribution Date immediately following the latest
scheduled maturity date of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC
Administrator shall prepare and file with the Internal Revenue
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Service Form 8811, "Information Return for Real Estate Mortgage
Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the REMIC.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of
or substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the REMIC (iii) the termination of
the REMIC pursuant to Article IX of this Agreement or (iv) a purchase of
Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any
assets for the REMIC nor sell or dispose of any investments in the Custodial
Account or the Certificate Account for gain nor accept any contributions to the
REMIC after the Closing Date unless it has received an Opinion of Counsel that
such sale, disposition, substitution or acquisition will not (a) affect
adversely the status of the REMIC as a REMIC or (b) unless the Master Servicer
has determined in its sole discretion to indemnify the Trust Fund against such
tax, cause the REMIC to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.
Section 10.02. Master Servicer, REMIC Administrator and
Trustee Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of
a breach of the REMIC Administrator's covenants set forth in this Article X with
respect to compliance with the REMIC Provisions, including without limitation,
any penalties arising from the Trustee's execution of Tax Returns prepared by
the REMIC Administrator that contain errors or omissions; provided, however,
that such liability will not be imposed to the extent such breach is a result of
an error or omission in information provided to the REMIC Administrator by the
Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Company, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable
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attorneys' fees) imposed on or incurred by the Trust Fund, the Company, the
REMIC Administrator or the Trustee, as a result of a breach of the Master
Servicer's covenants set forth in this Article X or in Article III with respect
to compliance with the REMIC Provisions, including without limitation, any
penalties arising from the Trustee's execution of Tax Returns prepared by the
Master Servicer that contain errors or omissions.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be
amended from time to time by the Company, the Master Servicer and
the Trustee, without the consent of any of the
Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or
therein, which may be inconsistent with any other provisions
herein or therein or to correct any error,
(iii) to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or desirable to maintain the
qualification of the Trust Fund as a REMIC at all times that any
Certificate is outstanding or to avoid or minimize the risk of the
imposition of any tax on the Trust Fund pursuant to the Code that would
be a claim against the Trust Fund, provided that the Trustee has
received an Opinion of Counsel to the effect that (A) such action is
necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (B) such action
will not adversely affect in any material respect the interests of any
Certificateholder,
(iv) to change the timing and/or nature of deposits into the
Custodial Account or the Certificate Account or to change the name in
which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced by
an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and (C) such change shall not result
in a reduction of the rating assigned to any Class of Certificates
below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date, as evidenced by a letter from
each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section
5.02(f) or any other provision hereof restricting transfer of the Class
R Certificates, by virtue of their being the "residual interests" in
the REMIC 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
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letter from each Rating Agency to such effect, and (B) such change
shall not (subject to Section 10.01(f)), as evidenced by an Opinion of
Counsel (at the expense of the party seeking so to modify, eliminate or
add such provisions), cause the REMIC or any of the Certificateholders
(other than the transferor) to be subject to a federal tax caused by a
transfer to a Person that is not a Permitted Transferee, or
(vi) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66% of the Percentage Interests of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay
the timing of, payments which are required to be distributed
on any Certificate without the consent of the Holder of such
Certificate,
(ii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (subject to Section 10.01(f) and at
the expense of the party seeking such amendment) to the effect that such
amendment or the exercise of any power granted to the Master Servicer, the
Company or the Trustee in accordance with such amendment will not result in the
imposition of a federal tax on the Trust Fund or cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificate is outstanding.
(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
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Section 11.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
(e) The Company shall have the option, in its sole discretion, to
obtain and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class B Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the benefit of the Class B Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in the Trust
Fund. To the extent that any such instrument or fund constitutes a reserve fund
for federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of the Trust Fund, (ii) any such reserve
fund shall be owned by the Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of Treasury
Regulations Section 1.860G-2(h) as it reads as of the Cut-off Date. In
connection with the provision of any such instrument or fund, this Agreement and
any provision hereof may be modified, added to, deleted or otherwise amended in
any manner that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be made by written
instrument executed or consented to by the Company but without the consent of
any Certificateholder and without the consent of the Master Servicer or the
Trustee being required unless any such amendment would impose any additional
obligation on, or otherwise adversely affect the interests of the Class A
Certificateholders, the Class R Certificateholders, the Class M
Certificateholders, the Master Servicer or the Trustee, as applicable; provided
that the Company obtains (subject to Section 10.01(f)) an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code and (b) the REMIC to fail
to qualify as a REMIC at any time that any Certificate is outstanding. In the
event that the Company elects to provide such coverage in the form of a limited
guaranty provided by General Motors Acceptance Corporation, the Company may
elect that the text of such amendment to this Agreement shall be substantially
in the form attached hereto as Exhibit M (in which case Residential Funding's
Subordinate Certificate Loss Obligation as described in such exhibit shall be
established by Residential Funding's consent to
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such amendment) and that the limited guaranty shall be executed in the form
attached hereto as Exhibit N, with such changes as the Company shall deem to be
appropriate; it being understood that the Trustee has reviewed and approved the
content of such forms and that the Trustee's consent or approval to the use
thereof is not required.
Section 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trustee
(pursuant to the request of Holders of Certificates entitled to at least 25% of
the Voting Rights), but only upon direction accompanied by an Opinion of Counsel
to the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this 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
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this Agreement, unless such Holder previously shall have given to the Trustee a
written notice of default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of Certificates of any Class evidencing in
the aggregate not less than 25% of the related Percentage Interests of such
Class, shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding it being understood and intended, and being expressly covenanted by
each Certificateholder with every other Certificateholder and the Trustee, that
no one or more Holders of Certificates of any Class shall have any right in any
manner whatever by virtue of any provision of this Agreement to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates of such
Class or any other Class, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this
Agreement, except in the manner herein provided and for the common benefit of
Certificateholders of such Class or all Classes, as the case may be. For the
protection and enforcement of the provisions of this Section 11.03, each and
every Certificateholder and the Trustee shall be entitled to such relief as can
be given either at law or in equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 11.05. Notices.
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Company, 8400 Normandale Lake Boulevard, Suite 700, Minneapolis, Minnesota
55437, Attention: President, or such other address as may hereafter be furnished
to the Master Servicer and the Trustee in writing by the Company, (b) in the
case of the Master Servicer, 10 Universal City Plaza, Suite 2100, Universal
City, California 91608, Attention: Ms. Becker or such other address as may be
hereafter furnished to the Company and the Trustee by the Master Servicer in
writing, (c) in the case of the Trustee, Corporate Trust Services Division, One
First National Plaza, Suite 0126, Chicago, Illinois 60670-0126, Attention:
Residential Funding Corporation Series 1997-S10 or such other address as may
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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,
(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
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the failure by the Master Servicer to make an Advance
pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage
Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08. Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Company or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Company, the Master Servicer and the Trustee; provided, that neither the
Master Servicer nor the Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely affected thereby. To the
extent that the terms of the Supplemental Article do not in any way affect any
provisions of this Agreement as to any of the Certificates initially issued
hereunder, the adoption of the Supplemental Article shall not constitute an
"amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions
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to be made thereon, and any other provisions necessary for the purposes thereof.
In connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
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IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:
Name: Randy Van Zee
Title: Vice President
Attest:
Name: Diane S. Wold
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name: Diane S. Wold
Title: Director
Attest:
Name: Randy Van Zee
Title: Director
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
NY1-221875.4
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of July, 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]
NY1-221875.4
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of July, 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]
NY1-221875.4
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 30th day of July, 1997 before me, a notary public in
and for said State, personally appeared __________________________, known to me
to be a __________________________ of The First National Bank of Chicago, the
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
[Notarial Seal]
NY1-221875.4
<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.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO
SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT
FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES
OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS JULY 30, 1997. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 235% 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] [$100,000] 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]
[$100,000] 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.]
NY1-221875.4
<PAGE>
Certificate No. ____ [___%] Pass-Through Rate [based
on a Notional Amount]
Class A-__ Senior
Date of Pooling and Servicing
Agreement and Cut-off Date: [Percentage Interest:
---%]
July 1, 1997
Aggregate [Initial Certificate
Principal Balance] [Notional
Amount] of the Class A-__
Certificates:
First Distribution Date:
August 25, 1997
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [Notional Amount] of this
Corporation Certificate: $_____________]
Assumed Final
Distribution Date: CUSIP 760944-_____
MORTGAGE PASS-THROUGH CERTIFICATE
Series 1997-S10
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 of this
Certificate by the aggregate Initial Certificate Principal Balance of all Class
A-___ Certificates, both
NY1-221875.4
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<PAGE>
as specified above)] in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of conventional one- to
four-family fixed interest rate first mortgage loans (the "Mortgage Loans"),
formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter
called the "Company," which term includes any successor entity under the
Agreement referred to below). The Trust Fund was created pursuant to a Pooling
and Servicing Agreement dated as specified above (the "Agreement") among the
Company, the Master Servicer and The First National Bank of Chicago, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount [(of interest
and principal, if any)] required to be distributed to Holders of Class A-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. [The Initial Certificate Principal Balance of this Certificate is set
forth above. The Certificate Principal Balance hereof will be reduced to the
extent of distributions allocable to principal and any Realized Losses allocable
hereto.]
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
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<PAGE>
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
NY1-221875.4
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<PAGE>
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all 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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A-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
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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.
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A CERTIFICATES [AND CLASS M-1 CERTIFICATES] AS DESCRIBED IN THE
AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS JULY 30, 1997. ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT 235% 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.]
NY1-221875.4
<PAGE>
Certificate No. ___ 7.50% Pass-Through Rate
Class M- Subordinate Aggregate Certificate
Principal Balance
of the Class M Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
July 1, 1997 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
August 25, 1997
CUSIP: 760944-_____
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1997-S10
evidencing a percentage interest in any distributions allocable to the
Class M-__ Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all Class M-__ Certificates, both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the
NY1-221875.4
B-2
<PAGE>
Agreement referred to below). The Trust Fund was created pursuant to a Pooling
and Servicing Agreement dated as specified above (the "Agreement") among the
Company, the Master Servicer and The First National Bank of Chicago, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class M Certificate will be made unless
the Trustee has received either (i) an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee, the Company and the Master
Servicer with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and Section 4975 of
the Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class M Certificate
NY1-221875.4
B-3
<PAGE>
will not constitute or result in a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code or (ii) a representation
letter, in the form as described by the Agreement, either stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a trustee of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan, or stating that the transferee is an
insurance company, the source of funds to be used by it to purchase the
Certificate is an "insurance company general account" (within the meaning of
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and
the purchase is being made in reliance upon the availability of the exemptive
relief afforded under Section III of PTCE 95-60.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional
NY1-221875.4
B-4
<PAGE>
circumstances, without the consent of the Holders of certain
Classes of Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price
NY1-221875.4
B-5
<PAGE>
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.
NY1-221875.4
B-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, CLASS R CERTIFICATES AND CLASS M CERTIFICATES AS DESCRIBED IN THE
AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS JULY 30, 1997. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 235% 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.
NY1-221875.4
C-1
<PAGE>
Certificate No. __ 7.50 % Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
Date of Pooling and Servicing the Cut-off Date:
Agreement and Cut-off Date: $_______________
July 1, 1997
Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
August 25, 1997
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1997-S10
evidencing a percentage interest in any distributions allocable to the
Class B-__ Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that Residential Funding Mortgage Securities I,
Inc. is the registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Certificate Principal Balance of this
Certificate by the aggregate Certificate Principal Balance of all Class B-__
Certificates, both as specified above) in certain distributions with respect to
a Trust Fund consisting primarily of a pool of conventional one- to four-family
fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold
by Residential Funding Mortgage Securities
NY1-221875.4
C-2
<PAGE>
I, Inc. (hereinafter called the "Company," which term includes any successor
entity under the Agreement referred to below). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as specified above (the
"Agreement") among the Company, the Master Servicer and The First National Bank
of Chicago, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class B Certificate will be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that
NY1-221875.4
C-3
<PAGE>
such transfer is exempt (describing the applicable exemption and the basis
therefor) from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state
and (ii) the transferee shall execute an investment letter in the form described
by the Agreement. The Holder hereof desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee, the Company, the Master Servicer
and the Certificate Registrar acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require either (i) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee, the Company
and the Master Servicer with respect to the permissibility of such transfer
under the Employee Retirement Income Security Act of 1974, as amended ("ERISA")
and Section 4975 of the Internal Revenue Code (the "Code") and stating, among
other things, that the transferee's acquisition of a Class B Certificate will
not constitute or result in a non-exempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the
form as described by the Agreement, either stating that the transferee is not an
employee benefit or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including
an investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan, or stating that the transferee is an insurance company, the
source of funds to be used by it to purchase the Certificate is an "insurance
company general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Section
III of PTCE 95-60.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation
NY1-221875.4
C-4
<PAGE>
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
NY1-221875.4
C-5
<PAGE>
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.
NY1-221875.4
C-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
NY1-221875.4
C-7
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2)
NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND
(3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS 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. ___ 7.50% Pass-Through Rate
Class R Senior Aggregate Initial
Certificate Principal Balance of the
Class R Certificates:
Date of Pooling and Servicing $100.00
Agreement and Cut-off Date:
July 1, 1997 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
August 25, 1997
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP 760944-_____
Assumed Final Distribution Date:
July 25, 2012
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1997-S10
evidencing a percentage interest in any distributions allocable to the
Class R Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the aggregate Initial Certificate Principal Balance of all Class
R Certificates, both as specified above) in certain distributions with respect
to the Trust Fund consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans (the "Mortgage Loans"),
formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter
called the "Company," which term includes any
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<PAGE>
successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Company, the Master Servicer and The First National
Bank of Chicago, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed
to be bound by the restrictions set forth in the Agreement to the effect that
(i) each person holding or acquiring any Ownership Interest in this Certificate
must be a United States Person and a Permitted Transferee, (ii) the transfer of
any Ownership Interest in this Certificate will be conditioned upon the delivery
to the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to
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<PAGE>
the extent of distributions allocable to principal and any Realized Losses
allocable hereto. Notwithstanding the reduction of the Certificate Principal
Balance hereof to zero, this Certificate will remain outstanding under the
Agreement and the Holder hereof may have additional obligations with respect to
this Certificate, including tax liabilities, and may be entitled to certain
additional distributions hereon, in accordance with the terms and provisions of
the Agreement.
No transfer of this Class R Certificate will be made unless
the Trustee has received either (i) an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee, the Company and the Master
Servicer with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and Section 4975 of
the Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class R Certificate will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or (ii) a representation letter, in the form as described by
the Agreement, stating that the transferee is not an employee benefit or other
plan subject to the prohibited transaction provisions of ERISA or Section 4975
of the Code (a "Plan"), or any other person (including an investment manager, a
named fiduciary or a trustee of any Plan) acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any Plan.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the
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<PAGE>
Agreement at any time by the Company, the Master Servicer and the Trustee with
the consent of the Holders of Certificates evidencing in the aggregate not less
than 66% of the Percentage Interests of each Class of Certificates affected
thereby. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon the
Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the consent of the Holders of
certain Classes of Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate
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<PAGE>
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.
NY1-221875.4
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO,
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.
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from
time to time, the "Agreement"), dated as of July 1, 1997, by and among THE FIRST
NATIONAL BANK OF CHICAGO, as Trustee (including its successors under the Pooling
Agreement defined below, the "Trustee"), RESIDENTIAL FUNDING MORTGAGE SECURITIES
I, INC. (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 July 1, 1997,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1997-S10 (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.
NY1-221875.4
<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. In the
event that any Mortgage Note or Assignment of Mortgage has been delivered to the
Custodian by the Company in blank, the Custodian, upon the direction of the
Company, shall cause each such Mortgage Note to be endorsed to the Trustee and
each such Assignment of Mortgage to be completed in the name of the Trustee
prior to the date on which such Interim Certification is delivered to the
Trustee. Within 45 days of receipt of the documents required to be delivered
pursuant to Section 2.01(c) of the Pooling Agreement, the Custodian agrees, for
the benefit of Certificateholders, to review, in accordance with the provisions
of Section 2.02 of the Pooling Agreement, each such
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<PAGE>
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 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
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<PAGE>
Servicing Officer and shall request delivery to it of the Mortgage File. The
Custodian agrees, upon receipt of such certification and request, promptly to
release to the Master Servicer the related Mortgage File. The Master Servicer
shall deliver to the Custodian and the Custodian agrees to accept the Mortgage
Note and other documents constituting the Mortgage File with respect to any
Qualified Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a certificate of a Servicing Officer
requesting that possession of the Mortgage File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan under any of the Required Insurance Policies. With such certificate, the
Master Servicer shall deliver to the Custodian a trust receipt signed by a
Servicing Officer on behalf of the Master Servicer, and upon receipt of the
foregoing, the Custodian shall deliver the Mortgage File to the Master Servicer.
The Master Servicer shall cause each Mortgage File so released to be returned to
the Custodian when the need therefor by the Master Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Custodial Account or
(ii) the Mortgage File or any document therein has been delivered to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered to the Custodian a certificate of a Servicing
Officer certifying as to the name and address of the Person to which such
Mortgage File or such document was delivered and the purpose or purposes of such
delivery. In the event of the liquidation of a Mortgage Loan, the Custodian
shall deliver the Trust Receipt with respect thereto to the Master Servicer upon
deposit of the related Liquidation Proceeds in the Custodial Account as provided
in the Pooling Agreement. In addition, upon the request of the Master Servicer,
the Custodian will send to the Master Servicer copies of any documents contained
in the Mortgage File so requested.
Section 2.6. Assumption Agreements. In the event that any
assumption agreement or substitution of liability agreement is entered into with
respect to any Mortgage Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling Agreement, the Master Servicer shall notify
the Custodian that such assumption or substitution agreement has been completed
by forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of
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<PAGE>
such Mortgage File to the same extent as all other documents and instruments
constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and agent of the Trustee and has no instructions to hold any Mortgage
Note or Mortgage for the benefit of any person other than the Trustee, holds
such documents for the benefit of Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or other document constituting a part of a
Mortgage File shall be delivered by the Custodian to the Company or the Master
Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Company hereby agrees to
indemnify and hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or proceedings at law or in equity, or any
other expenses, fees or charges of any character or nature, which the Custodian
may incur or with which the Custodian may be threatened by reason of its acting
as custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fee or
charge shall have been caused by reason of any negligent act, negligent failure
to act or willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not Custodian.
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
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<PAGE>
expenses, disbursements and advances incurred or made by the Custodian in
accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ), except any such expense, disbursement
or advance as may arise from its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trustee
shall either take custody of the Mortgage Files itself and give prompt notice
thereof to the Company, the Master Servicer and the Custodian, or promptly
appoint a successor Custodian by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Custodian and one copy to
the successor Custodian. If the Trustee shall not have taken custody of the
Mortgage Files and no successor Custodian shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In
such event, the Trustee shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian hereunder.
Any successor Custodian shall be a depository institution subject
to supervision or examination by federal or state authority and
shall be able to satisfy the other requirements contained in
Section 3.7 and shall be unaffiliated with the Master Servicer or
the Company.
Any resignation or removal of the Custodian and appointment of
a successor Custodian pursuant to any of the provisions of this Section 3.5
shall become effective upon acceptance of appointment by the successor
Custodian. The Trustee shall give prompt notice to the Company and the Master
Servicer of the appointment of any successor Custodian. No successor Custodian
shall be appointed by the Trustee without the prior approval of the Company and
the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any
------------------------------------
Person into which the Custodian may be merged or converted or with
which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Custodian shall be
a party, or any Person succeeding to the business of the Custodian,
shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The
Custodian hereby represents that it is a depository institution
NY1-221875.4
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<PAGE>
subject to supervision or examination by a federal or state authority, has a
combined capital and surplus of at least $10,000,000 and is qualified to do
business in the jurisdictions in which it will hold any Mortgage File.
NY1-221875.4
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<PAGE>
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and
demands and other communications required under this Agreement or pursuant to
any other instrument or document delivered hereunder shall be in writing and,
unless otherwise specifically provided, may be delivered personally, by telegram
or telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Company, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling Agreement and furnish
the Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be deemed a
contract made under the laws of the State of New York and shall be construed and
enforced in accordance with and governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent permitted
by applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
Section 4.5. Severability of Provisions. If any one or
more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then
NY1-221875.4
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<PAGE>
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.
NY1-221875.4
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<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
Address: THE FIRST NATIONAL BANK OF
CHICAGO,
as Trustee
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation
Series 1997-S10
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
8400 Normandale Lake Boulevard
Suite 700
Minneapolis, Minnesota 55437
By:
Name:
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name: Kathleen Marshall
Title: Trust Officer
NY1-221875.4
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<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of July, 1997, before me, a notary public in
and for said State, personally appeared _______________________, known to me to
be a Vice President of The First National Bank of Chicago, a national banking
association that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
NY1-221875.4
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of July, 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]
NY1-221875.4
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of July, 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 30th day of July, 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]
NY1-221875.4
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
July 30, 1997
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1997-S10
Re: Custodial Agreement dated as of July 1, 1997, by
and among The First National Bank of Chicago,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage
Pass-Through Certificates, Series 1997-S10
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:
NY1-221875.4
<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1997
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1997-S10
Re: Custodial Agreement dated as of July 1, 1997, by
and among The First National Bank of Chicago,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage
Pass-Through Certificates, Series 1997-S10
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:
NY1-221875.4
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1997
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1997-S10
Re: Custodial Agreement dated as of July 1, 1997, by
and among The First National Bank of Chicago,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage
Pass-Through Certificates, Series 1997-S10
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;
NY1-221875.4
<PAGE>
(iv) With respect to each Mortgage Loan other than a
Cooperative Loan, the original recorded assignment or assignments of
the Mortgage showing an unbroken chain of title from the originator
thereof to the Person assigning it to the Trustee or a copy of such
assignment or assignments of the Mortgage certified by the public
recording office in which such assignment or assignments have been
recorded; and
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or a
copy of each modification, assumption agreement or preferred loan
agreement certified by the public recording office in which such
document has been recorded;
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with respect to
any Destroyed Mortgage Note, an original lost note affidavit from the related
Seller or Residential Funding stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment
of Proprietary Lease to the originator of the Cooperative Loan with intervening
assignments showing an unbroken chain of title from such originator to the
Trustee;
(iii) The related Cooperative Stock Certificate, representing
the related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument) executed in
blank;
(iv) The original recognition agreement by the
Cooperative of the interests of the mortgagee with respect to the
related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan as
secured party, each with evidence of recording thereof, evidencing the interest
of the originator under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken chain of title from
the originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of
NY1-221875.4
E-4
<PAGE>
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.
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:
NY1-221875.4
E-5
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
RUN ON : 07/24/97 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 07.35.47 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1997-S15 YR CUTOFF : 07/01/97
POOL : 0004254
:
:
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 #
______________________________________________________________________________
1491816 F45/163 F 37,125.00 ZZ
180 35,009.88 1
81-10 155TH AVENUE 7.625 346.80 75
APT 56 7.375 346.80 50,000.00
HOWARD BEACH NY 11414 1 12/14/95 00
202398330 10 02/01/96 0
741652 O 01/01/11
0
1543307 637/G01 F 80,000.00 T
180 79,013.87 1
613 BUNKER HILL ROAD 7.375 735.94 44
7.125 735.94 184,000.00
NORTHAMPTON NY 12134 1 02/28/97 00
0430175760 05 04/01/97 0
9383746 O 03/01/12
0
1548529 E83/E83 F 75,000.00 ZZ
180 74,045.20 1
80 SEVEN SPRINGS ROAD 7.000 674.12 36
6.750 674.12 209,900.00
HIGHLAND MILLS NY 10930 1 02/07/97 00
96120035 05 04/01/97 0
96120035 O 03/01/12
0
1549009 686/G01 F 308,000.00 ZZ
180 302,330.88 1
80 WEST MEADOW ROAD 7.500 2,855.20 70
7.250 2,855.20 440,000.00
HAMDEN CT 06518 5 12/13/96 00
0430121269 05 02/01/97 0
1
817910441 O 01/01/12
0
1552071 G81/G01 F 52,000.00 ZZ
180 52,000.00 2
2000 SW 13TH STREET 8.500 512.06 29
8.250 512.06 180,000.00
MIAMI FL 33145 2 06/09/97 00
0430260463 05 08/01/97 0
21701032 O 07/01/12
0
1569987 A93/G01 F 119,000.00 ZZ
180 119,000.00 2
114-25 128TH STREET 8.500 1,171.85 70
8.250 1,171.85 170,000.00
SOUTH OZONE PAR NY 11420 2 06/02/97 00
0430247429 05 08/01/97 0
204463 O 07/01/12
0
1571458 076/076 F 262,500.00 ZZ
180 260,258.87 1
31274 WESTWOOD 8.250 2,546.62 75
8.000 2,546.62 350,000.00
FARMINGTON HILL MI 48331 2 03/05/97 00
8004292 05 05/01/97 0
8004292 O 04/01/12
0
1571974 074/074 F 50,000.00 ZZ
180 49,573.09 1
315 EAST 69TH STREET 8.250 485.08 73
APT. 3H 8.000 485.08 68,500.00
NEW YORK NY 10021 1 03/12/97 00
1106043317 11 05/01/97 0
1106043317 O 04/01/12
0
1571978 074/074 F 39,650.00 ZZ
180 39,098.15 1
40 EAST 43RD STREET 8.500 390.45 73
APT. 1G 8.250 390.45 55,000.00
BROOKLYN NY 11203 1 03/06/97 00
1111074240 11 05/01/97 0
1111074240 O 04/01/12
0
1
1571980 074/074 F 342,700.00 ZZ
180 339,642.87 1
500 EAST 83RD STREET 7.750 3,225.76 75
APT. #1-B & #1-C 7.500 3,225.76 457,000.00
NEW YORK NY 10028 1 03/12/97 00
1111081042 11 05/01/97 0
1111081042 O 04/01/12
0
1572006 074/074 F 74,550.00 ZZ
180 72,028.95 1
522 SHORE ROAD, APT. 5N 8.000 712.44 70
7.750 712.44 106,500.00
LONG BEACH NY 11561 1 12/16/96 00
1500279920 11 02/01/97 0
1500279920 O 01/01/12
0
1572007 074/074 F 340,000.00 ZZ
180 335,942.89 2
1801 EAST 5TH STREET 7.750 3,200.34 85
7.500 3,200.34 400,000.00
BROOKLYN NY 11223 1 02/25/97 12
1500290605 05 04/01/97 12
1500290605 O 03/01/12
0
1572019 074/074 F 506,250.00 ZZ
180 500,339.26 1
1530 FRANCESCHI ROAD 8.000 4,837.99 75
7.750 4,837.99 675,000.00
SANTA BARBARA CA 93103 5 02/18/97 00
1506207342 05 04/01/97 0
1506207342 O 03/01/12
0
1572020 074/074 F 250,000.00 ZZ
180 246,918.34 1
26662 CHESTER DRIVE 7.375 2,299.81 73
7.125 2,299.81 345,000.00
LAGUNA HILLS CA 92653 5 02/14/97 00
1506207502 03 04/01/97 0
1506207502 O 03/01/12
0
1572023 074/074 F 64,550.00 ZZ
180 63,779.76 1
823 REDHEART DRIVE 7.750 607.59 80
7.500 607.59 80,700.00
1
HAMPTON VA 23666 2 02/14/97 00
1507227888 05 04/01/97 0
1507227888 O 03/01/12
0
1572048 074/074 F 305,600.00 ZZ
180 302,903.47 1
136 CASCADE FALLS DRIVE 7.875 2,898.47 80
7.625 2,898.47 382,000.00
FOLSOM CA 95630 5 03/20/97 00
1573171050 05 05/01/97 0
1573171050 O 04/01/12
0
1572059 074/074 F 90,000.00 T
180 89,197.13 1
9414 RYAN GULCH ROAD 7.750 847.15 79
7.500 847.15 114,000.00
SILVERTHORNE CO 80498 1 03/20/97 00
1579044442 01 05/01/97 0
1579044442 O 04/01/12
0
1572072 074/074 F 253,500.00 ZZ
180 251,382.98 1
18 RED OAK DRIVE 8.500 2,496.32 65
8.250 2,496.32 390,000.00
HARDYSTON NJ 07419 5 03/17/97 00
1587059933 05 05/01/97 0
1587059933 O 04/01/12
0
1572074 074/074 F 165,750.00 ZZ
180 164,411.17 1
18370 NEW CUT ROAD 8.875 1,668.85 65
8.625 1,668.85 255,000.00
MT. AIRY MD 21771 5 03/21/97 00
1587060819 05 05/01/97 0
1587060819 O 04/01/12
0
1572083 074/074 F 210,000.00 ZZ
180 208,246.26 1
1951 SOUTHEAST 24TH AVENUE 8.500 2,067.96 75
8.250 2,067.96 280,000.00
FORT LAUDERDALE FL 33316 1 03/21/97 00
1589101633 05 05/01/97 0
1589101633 O 04/01/12
0
1
1572088 074/074 F 390,000.00 ZZ
180 386,287.13 1
10520 MACARTHUR BLVD 7.000 3,505.43 47
6.750 3,505.43 840,000.00
POTOMAC MD 20854 5 03/13/97 00
1731146990 05 05/01/97 0
1731146990 O 04/01/12
0
1572191 944/G01 F 450,000.00 ZZ
180 447,352.90 1
1179 ARCH STREET 7.875 4,268.02 75
7.625 4,268.02 600,000.00
BERKELEY CA 94708 1 04/11/97 00
0430263988 05 06/01/97 0
092431669 O 05/01/12
0
1572204 F41/G01 F 936,525.00 ZZ
180 933,907.32 1
15570 IMPERIAL POINT LANE 8.375 9,153.84 67
8.125 9,153.84 1,400,000.00
WEST PALM BEACH FL 33414 2 05/23/97 00
0430260398 05 07/01/97 0
53041 O 06/01/12
0
1573586 F03/G01 F 70,000.00 T
180 69,808.67 1
11 OVERLOOK VILLAGE #4 8.625 694.46 69
8.375 694.46 102,500.00
CRESTED BUTTE CO 81225 1 05/02/97 00
0430233874 01 07/01/97 0
DEN10859 O 06/01/12
0
1575482 A52/G01 F 224,000.00 ZZ
180 222,729.43 1
4215 LANSDOWNE DRIVE 8.250 2,173.11 70
8.000 2,173.11 320,000.00
ATLANTA GA 30339 1 04/25/97 00
0430210658 05 06/01/97 0
UNKNOWN O 05/01/12
0
1576080 550/550 F 375,000.00 ZZ
180 372,727.82 1
1
8476 MILL CREEK ROAD 7.500 3,476.30 75
7.250 3,476.30 500,000.00
HEALDSBURG CA 95448 2 04/21/97 00
120215442 05 06/01/97 0
120215442 O 05/01/12
0
1576165 354/354 F 285,000.00 ZZ
180 278,327.21 1
311 LAGUNA BLVD SW 8.125 2,744.22 66
7.875 2,744.22 435,000.00
ALBUQUERQUE NM 87104 1 10/30/96 00
101675312 05 12/01/96 0
101675312 O 11/01/11
0
1576174 354/354 F 289,200.00 ZZ
180 285,749.07 1
6740 SE ASH STREET 7.750 2,722.17 80
7.500 2,722.17 361,500.00
PORTLAND OR 97215 1 02/20/97 00
20780490 05 04/01/97 0
20780490 O 03/01/12
0
1576179 354/354 F 350,000.00 T
180 345,823.55 1
205 WALK ON BEACH 7.750 3,294.47 52
7.500 3,294.47 685,000.00
THE SEA RANCH CA 95497 1 01/28/97 00
20794194 03 04/01/97 0
20794194 O 03/01/12
0
1576184 354/354 F 243,350.00 ZZ
180 241,202.77 1
7326 GREBE DR 7.875 2,308.05 54
7.625 2,308.05 455,000.00
CARLSBAD CA 92009 1 03/06/97 00
20815817 05 05/01/97 0
20815817 O 04/01/12
0
1576187 354/354 F 334,000.00 ZZ
180 331,052.88 1
3230 SEACREST DR 7.875 3,167.83 80
7.625 3,167.83 417,500.00
DOVER TWP NJ 08735 1 03/25/97 00
20817326 05 05/01/97 0
1
20817326 O 04/01/12
0
1576230 354/354 F 388,800.00 ZZ
180 385,255.28 1
2808 TANGLEY AVENUE 7.500 3,604.22 80
7.250 3,604.22 486,000.00
HOUSTON TX 77005 1 03/31/97 00
20875753 05 05/01/97 0
20875753 O 04/01/12
0
1576262 354/354 F 246,000.00 ZZ
180 195,909.84 1
8702 SOMERSET LN 8.250 2,386.55 80
8.000 2,386.55 308,000.00
GERMANTOWN TN 38138 1 09/23/96 00
104468541 05 11/01/96 0
104468541 O 10/01/11
0
1576643 A52/G01 F 24,000.00 ZZ
180 23,933.66 1
304 E WASHINGTON 8.500 236.34 45
8.250 236.34 53,500.00
NASHVILLE GA 31639 2 04/28/97 00
0430214288 05 07/01/97 0
198667 O 06/01/12
0
1576707 F03/G01 F 137,250.00 ZZ
180 137,250.00 1
9408 TROON VILLAGE DRIVE 8.250 1,331.52 75
8.000 1,331.52 183,000.00
LITTLETON CO 80126 2 06/12/97 00
0430281550 03 08/01/97 0
DEN10984 O 07/01/12
0
1577005 593/593 F 375,000.00 T
180 256,459.44 1
7235 ROYAL STREET WEST #26 8.000 3,583.70 75
7.750 3,583.70 506,000.00
PARK CITY UT 84060 1 04/26/96 00
5600259 01 06/01/96 0
5600259 O 05/01/11
0
1
1577518 225/225 F 100,000.00 ZZ
180 99,729.72 1
2320 NARRAGANSETT AVENUE 8.750 999.45 36
8.500 999.45 285,000.00
SEAFORD NY 11783 1 05/27/97 00
8047829 05 07/01/97 0
8047829 O 06/01/12
0
1577569 491/491 F 240,000.00 ZZ
180 238,481.20 1
492 JASMINE LANE 7.000 2,157.19 86
6.750 2,157.19 280,000.00
PETALUMA CA 94952 2 03/27/97 10
62245813 05 06/01/97 12
62245813 O 05/01/12
0
1578193 363/G01 F 239,200.00 ZZ
180 238,516.37 1
5538 ARYSHIRE DRIVE 8.125 2,303.21 80
7.875 2,303.21 299,000.00
DUBLIN OH 43017 1 05/02/97 00
0430267062 03 07/01/97 0
1880001012 O 06/01/12
0
1579331 757/G01 F 281,250.00 ZZ
180 280,455.07 1
1341 NIX BRIDGE ROAD 8.250 2,728.52 75
8.000 2,728.52 375,000.00
DAWSONVILLE GA 30534 2 05/06/97 00
0430225227 05 07/01/97 0
2965010 O 06/01/12
0
1579541 E19/G01 F 275,000.00 ZZ
180 273,387.62 1
520 NORTH CHERRY TREE LANE 7.875 2,608.24 66
7.625 2,608.24 420,000.00
ANAHEIM CA 92806 2 04/30/97 00
0430254169 05 06/01/97 0
100017625 O 05/01/12
0
1579592 B24/G01 F 250,000.00 ZZ
180 249,244.97 1
91 SURREY ROAD 7.500 2,317.53 54
7.250 2,317.53 470,000.00
1
STAMFORD CT 06903 2 05/19/97 00
0430229237 05 07/01/97 0
201411 O 06/01/12
0
1580168 943/943 F 35,000.00 ZZ
180 34,300.69 1
6738 108TH STREET UNIT A35 8.375 342.10 54
8.125 342.10 65,000.00
FOREST HILLS NY 11375 1 11/21/96 00
6090028280 10 01/01/97 0
6090028280 O 12/01/11
0
1580171 943/943 F 83,000.00 ZZ
180 80,229.58 1
4 10 WEST 109TH STREET APT 1-C 8.500 817.34 64
8.250 817.34 130,000.00
NEW YORK NY 10025 2 01/28/97 00
6111111374 10 04/01/97 0
6111111374 O 03/01/12
0
1580177 943/943 F 50,000.00 ZZ
180 49,275.71 1
23 25 BELL BOULEVARD APT 3E 8.125 481.45 75
7.875 481.45 67,000.00
BAYSIDE NY 11360 1 01/08/97 00
6507500523 10 03/01/97 0
6507500523 O 02/01/12
0
1580179 943/943 F 40,000.00 ZZ
180 39,239.53 1
7704 247TH STREET APT. 2C17 1 7.500 370.81 77
7.250 370.81 52,000.00
BELLEROSE NY 11426 2 12/06/96 00
6513600425 10 02/01/97 0
6513600425 O 01/01/12
0
1580246 943/943 F 303,750.00 ZZ
180 302,027.04 1
819 WADE HAMPTON 8.250 2,946.81 75
8.000 2,946.81 405,000.00
HOUSTON TX 77024 1 04/28/97 00
7090034714 03 06/01/97 0
7090034714 O 05/01/12
0
1
1580250 943/943 F 261,600.00 ZZ
180 259,266.35 1
7420 NATIVE OAK LANE 7.750 2,462.38 80
7.500 2,462.38 327,000.00
IRVING TX 75063 2 03/31/97 00
7090034966 03 05/01/97 0
7090034966 O 04/01/12
0
1580407 B24/G01 F 115,000.00 ZZ
180 114,685.67 1
121 44TH STREET 8.625 1,140.89 72
8.375 1,140.89 160,000.00
LYNDENHURST NY 11757 2 05/19/97 00
0430228544 05 07/01/97 0
202713 O 06/01/12
0
1580540 685/G01 F 204,000.00 ZZ
180 203,410.47 1
8804 GRESHAM PLACE 8.000 1,949.53 80
7.750 1,949.53 255,000.00
LOS ANGELES CA 91304 1 05/01/97 00
0430252577 05 07/01/97 0
107727 O 06/01/12
0
1580545 E66/E66 F 320,000.00 ZZ
180 318,144.32 1
1820 PRICE CREEK ROAD 8.000 3,058.09 64
7.750 3,058.09 500,000.00
CHAPEL HILL NC 27516 5 04/24/97 00
320934 05 06/01/97 0
320934 O 05/01/12
0
1582330 116/116 F 250,700.00 ZZ
180 250,700.00 1
26 GENTLEWIND PLACE 7.625 2,341.87 84
7.375 2,341.87 300,000.00
THE WOODLANDS TX 77381 2 06/02/97 12
UNKNOWN 03 08/01/97 12
UNKNOWN O 07/01/12
0
1582630 076/076 F 300,000.00 ZZ
180 297,494.68 1
1
705 BELLA VISTA AVENUE 8.500 2,954.22 54
8.250 2,954.22 565,000.00
CORAL GABLES FL 33156 1 03/27/97 00
7083053 05 05/01/97 0
7083053 O 04/01/12
0
1582636 076/076 F 260,000.00 ZZ
180 257,705.85 1
31 SEAVIEW AVENUE 7.875 2,465.97 80
7.625 2,465.97 325,000.00
MARBLEHEAD MA 01945 1 03/28/97 00
8038762 05 05/01/97 0
8038762 O 04/01/12
0
1582639 076/076 F 260,000.00 ZZ
180 257,705.85 1
205 PARKWOOD PLACE 7.875 2,465.97 84
7.625 2,465.97 310,000.00
WOODWAY TX 76712 1 03/21/97 04
8115222 05 05/01/97 12
8115222 O 04/01/12
0
1582640 076/076 F 300,000.00 ZZ
180 297,264.86 1
1980 HUNTERS POINT LANE 7.500 2,781.04 66
7.250 2,781.04 455,000.00
COLORADO SPRING CO 80919 5 03/13/97 00
8121922 03 05/01/97 0
8121922 O 04/01/12
0
1582644 076/076 F 340,500.00 ZZ
180 338,067.76 1
4603 SOUTH LAKEWOOD DRIVE 7.875 3,229.48 79
7.625 3,229.48 435,000.00
ST JOSEPH MO 64506 2 04/14/97 00
8352892 03 06/01/97 0
8352892 O 05/01/12
0
1582855 070/070 F 308,250.00 ZZ
180 305,675.78 1
7490 SW 61ST STREET 8.500 3,035.46 90
7.875 3,035.46 342,500.00
MIAMI FL 33143 1 04/07/97 22
6613699 05 05/01/97 12
1
6613699 O 04/01/12
0
1582934 225/225 F 224,000.00 ZZ
180 222,686.64 1
123 CREEK DR 7.875 2,124.53 80
7.625 2,124.53 280,000.00
PORT CHARLOTTE FL 33952 1 04/22/97 00
8046205 05 06/01/97 0
8046205 O 05/01/12
0
1582940 A52/G01 F 54,000.00 ZZ
180 53,843.95 1
5355 KIRK DRIVE 8.000 516.05 72
7.750 516.05 76,000.00
COLLEGE PARK GA 30337 2 05/19/97 00
0430229062 05 07/01/97 0
202693 O 06/01/12
0
1583115 575/G01 F 155,400.00 T
180 147,178.45 1
100 RICHMOND PARK 22A 7.750 1,462.74 70
7.500 1,462.74 222,000.00
MYRTLE BEACH SC 29572 1 01/15/96 00
0430231647 01 03/01/96 0
962072817 O 02/01/11
0
1583314 225/225 F 236,000.00 ZZ
180 234,616.27 1
1040 SOUTH MCKNIGHT ROAD 7.875 2,238.35 80
7.625 2,238.35 295,000.00
RICHMOND HEIGHT MO 63117 1 04/29/97 00
8045724 05 06/01/97 0
8045724 O 05/01/12
0
1584791 764/G01 F 150,000.00 ZZ
180 150,000.00 1
715 DWIGHT STREET 7.625 1,401.19 68
7.375 1,401.19 221,000.00
SAN FRANCISCO CA 94134 2 06/10/97 00
0430262303 05 08/01/97 0
890642 O 07/01/12
0
1
1585294 076/076 F 286,000.00 ZZ
180 284,285.91 1
30 COBB ROAD 7.625 2,671.62 80
7.375 2,671.62 358,000.00
ASHBURNHAM MA 04130 2 04/17/97 00
5957332 05 06/01/97 0
5957332 O 05/01/12
0
1585297 076/076 F 219,300.00 ZZ
172 217,232.66 1
1880 BAHAMA AVE 8.000 2,146.54 75
7.750 2,146.54 293,000.00
MARCO ISLAND FL 34145 1 04/01/97 00
7050057 05 05/01/97 0
7050057 O 08/01/11
0
1585299 076/076 F 250,000.00 ZZ
180 248,566.16 1
1885 VIA GENOA 8.125 2,407.21 76
7.875 2,407.21 330,500.00
WINTER PARK FL 32789 1 04/28/97 00
7078413 05 06/01/97 0
7078413 O 05/01/12
0
1585300 076/076 F 330,000.00 ZZ
180 326,991.35 1
2130 SHEEPSHEAD DRIVE 7.500 3,059.14 75
7.250 3,059.14 440,000.00
NAPLES FL 34102 2 03/07/97 00
7079475 05 05/01/97 0
7079475 O 04/01/12
0
1585302 076/076 F 292,000.00 T
180 290,361.96 1
23087 BLUEGILL LANE 8.375 2,854.09 80
8.125 2,854.09 365,000.00
CUDJOE KEY FL 33042 1 04/25/97 00
7088223 05 06/01/97 0
7088223 O 05/01/12
0
1585304 076/076 F 275,000.00 ZZ
180 273,017.55 1
15905 PUNTA ESPADA LOOP 7.750 2,588.51 60
7.500 2,588.51 465,000.00
1
CORPUS CHRISTI TX 78418 2 04/11/97 00
8110572 03 06/01/97 0
8110572 O 05/01/12
0
1585361 076/076 F 283,500.00 ZZ
180 281,961.91 1
77 LAKE DRIVE 8.750 2,833.44 90
8.500 2,833.44 315,000.00
SOUTHAMPTON NY 11968 1 04/11/97 01
17080588 05 06/01/97 25
17080588 O 05/01/12
0
1585634 661/661 F 172,000.00 ZZ
180 170,991.54 1
20519 HIGHLAND LAKE DRIVE 7.875 1,631.33 80
7.625 1,631.33 215,000.00
LAGO VISTA TX 78645 1 04/09/97 00
2696193 05 06/01/97 0
2696193 O 05/01/12
0
1585697 661/661 F 95,000.00 ZZ
180 94,728.49 1
3942 NORTHWEST 65TH AVENUE 8.125 914.74 66
7.875 914.74 145,000.00
GAINESVILLE FL 32653 5 05/02/97 00
2834471 03 07/01/97 0
2834471 O 06/01/12
0
1585706 661/661 F 290,000.00 ZZ
180 288,242.85 1
467 WILLOW ROAD 7.500 2,688.34 48
7.250 2,688.34 605,000.00
WINNETKA IL 60093 2 04/24/97 00
2819886 05 06/01/97 0
2819886 O 05/01/12
0
1586060 429/429 F 450,000.00 R
180 447,182.92 1
6 CUSHING DRIVE 7.125 4,076.25 80
6.875 4,076.25 562,516.00
BRIDGEWATER NJ 08807 1 04/25/97 00
0021799199 05 06/01/97 0
0021799199 O 05/01/12
0
1
1586063 429/429 F 238,000.00 ZZ
180 233,732.19 1
2020 WOODSTONE DRIVE 7.625 2,223.23 79
7.375 2,223.23 305,000.00
VICTORIA MN 55386 2 01/13/97 00
0021733562 05 03/01/97 0
0021733562 O 02/01/12
0
1586064 429/429 F 223,000.00 ZZ
180 221,032.31 1
6907 SPANKER DRIVE 7.875 2,115.05 84
7.625 2,115.05 267,000.00
BURKE VA 22015 2 03/28/97 14
0021808040 05 05/01/97 12
0021808040 O 04/01/12
0
1586162 429/429 F 225,000.00 ZZ
180 223,723.74 1
6980 TURTLEMOUND ROAD 8.250 2,182.82 90
8.000 2,182.82 250,000.00
NEW SMYRNA BEAC FL 32169 1 04/03/97 14
0021829659 05 06/01/97 25
0021829659 O 05/01/12
0
1586163 429/429 F 300,000.00 ZZ
180 297,323.80 1
21 GLASS TERRACE 7.750 2,823.83 52
7.500 2,823.83 585,000.00
DUXBURY MA 02332 4 03/24/97 00
0021795371 05 05/01/97 0
0021795371 O 04/01/12
0
1586164 429/429 F 384,000.00 ZZ
180 380,574.47 1
10 ATKINSON LANE 7.750 3,614.50 66
7.500 3,614.50 585,000.00
SUDBURY MA 01776 2 03/26/97 00
0021818819 05 05/01/97 0
0021818819 O 04/01/12
0
1586166 429/429 F 288,000.00 ZZ
180 286,311.40 1
1
15 BOYDEN ROAD 7.875 2,731.54 78
7.625 2,731.54 370,000.00
WRENTHAM MA 02093 4 04/15/97 00
0021810508 05 06/01/97 0
0021810508 O 05/01/12
0
1586171 429/429 F 220,000.00 ZZ
120 209,957.63 1
8694 AQUAVIEW 7.375 2,597.11 42
7.125 2,597.11 531,800.00
COMMERCE MI 48382 2 12/27/96 00
0021736952 05 03/01/97 0
0021736952 O 02/01/07
0
1586172 429/429 F 220,000.00 ZZ
180 215,763.48 1
13510 PASEO TERRANO 7.250 2,008.30 44
7.000 2,008.30 505,000.00
SALINAS CA 93908 1 12/18/96 00
0010538895 05 02/01/97 0
0010538895 O 01/01/12
0
1586175 429/429 F 552,000.00 ZZ
180 545,484.42 1
2 DOREY WAY 7.875 5,235.45 80
7.625 5,235.45 690,000.00
MONTEREY CA 93940 1 02/04/97 00
0010549935 05 04/01/97 0
0010549935 O 03/01/12
0
1586176 429/429 F 325,000.00 ZZ
180 323,030.77 1
2655 LORING STREET 7.500 3,012.80 77
7.250 3,012.80 425,000.00
SAN DIEGO CA 92109 1 04/23/97 00
0061691810 05 06/01/97 0
0061691810 O 05/01/12
0
1586178 429/429 F 250,000.00 ZZ
180 248,400.73 1
6150 TIBURON DRIVE 6.875 2,229.64 42
6.625 2,229.64 600,000.00
RIVERSIDE CA 92506 1 04/01/97 00
0061686042 05 06/01/97 0
1
0061686042 O 05/01/12
0
1586288 764/G01 F 230,000.00 ZZ
180 230,000.00 1
20832 EAST HIGH COUNTRY DRIVE 7.875 2,181.43 75
7.625 2,181.43 310,000.00
DIAMOND BAR CA 91765 1 06/13/97 00
0430281626 03 08/01/97 0
890648 O 07/01/12
0
1586396 429/429 F 460,000.00 ZZ
180 455,851.51 1
33 RICHARDS ROAD 7.625 4,297.00 66
7.375 4,297.00 700,000.00
PORT WASHINGTON NY 11050 5 03/07/97 00
0021770654 05 05/01/97 0
0021770654 O 04/01/12
0
1586431 491/491 F 225,950.00 ZZ
180 224,565.92 1
19836 MARIPOSA CREEK WAY 7.375 2,078.57 80
7.125 2,078.57 282,472.00
NORTHRIDGE AREA CA 91326 1 04/06/97 00
61212521 03 06/01/97 0
61212521 O 05/01/12
0
1586432 491/491 F 392,000.00 ZZ
180 389,650.64 1
286 HIGH MEADOW STREET 7.625 3,661.79 80
7.375 3,661.79 490,000.00
SIMI VALLEY CA 93065 2 04/23/97 00
61346241 03 06/01/97 0
61346241 O 05/01/12
0
1586433 491/491 F 540,000.00 ZZ
180 536,656.01 1
2855 COUNTRYWOOD LANE 7.250 4,929.46 61
7.000 4,929.46 890,000.00
WEST COVINA CA 91791 1 04/11/97 00
61609412 05 06/01/97 0
61609412 O 05/01/12
0
1
1586434 491/491 F 236,000.00 ZZ
180 233,801.18 1
1963 FUNSTON AVENUE 7.250 2,154.36 80
7.000 2,154.36 295,000.00
SAN FRANCISCO CA 94116 1 03/20/97 00
61697931 05 05/01/97 0
61697931 O 04/01/12
0
1586435 491/491 F 650,000.00 ZZ
180 646,230.66 1
55 ASILOMAR ROAD 8.000 6,211.74 55
7.750 6,211.74 1,200,000.00
LAGUNA NIGUEL CA 92677 1 04/15/97 00
61701831 03 06/01/97 0
61701831 O 05/01/12
0
1586436 491/491 F 265,000.00 ZZ
180 263,411.77 1
1018 CHAUCER COURT 7.625 2,475.45 80
7.375 2,475.45 332,000.00
CARMICHAEL CA 95608 2 04/01/97 00
62228595 05 06/01/97 0
62228595 O 05/01/12
0
1586437 491/491 F 250,000.00 ZZ
180 248,468.61 1
69 SANTA PAULA AVENUE 7.375 2,299.81 53
7.125 2,299.81 475,000.00
SAN FRANCISCO CA 94127 2 04/04/97 00
62229214 03 06/01/97 0
62229214 O 05/01/12
0
1586439 491/491 F 243,000.00 ZZ
180 240,661.59 1
3465 QUAIL HAVEN LANE 6.875 2,167.21 57
6.625 2,167.21 430,000.00
CARMICHAEL CA 95608 2 03/14/97 00
62229567 05 05/01/97 0
62229567 O 04/01/12
0
1586440 491/491 F 285,000.00 ZZ
180 283,196.41 1
1480 TRIUMPH COURT 7.000 2,561.67 45
6.750 2,561.67 645,000.00
1
SAN JOSE CA 95129 2 04/17/97 00
62230778 05 06/01/97 0
62230778 O 05/01/12
0
1586441 491/491 F 480,979.00 ZZ
180 478,189.81 1
1364 FILBERT STREET 8.000 4,596.49 65
7.750 4,596.49 750,000.00
SAN FRANCISCO CA 94109 2 04/21/97 00
62231588 05 06/01/97 0
62231588 O 05/01/12
0
1586442 491/491 F 232,000.00 ZZ
180 230,639.73 1
3217 CRICKLEWOOD STREET 7.875 2,200.41 80
7.625 2,200.41 290,000.00
TORRANCE CA 90505 2 04/24/97 00
62260308 05 06/01/97 0
62260308 O 05/01/12
0
1586443 491/491 F 597,000.00 ZZ
180 593,422.03 1
266 BAY VIEW AVENUE 7.625 5,576.76 60
7.375 5,576.76 995,000.00
BELVEDERE CA 94920 5 04/23/97 00
62281941 05 06/01/97 0
62281941 O 05/01/12
0
1586444 491/491 F 560,000.00 ZZ
180 556,716.62 1
5330 AREZZO DRIVE 7.875 5,311.32 78
7.625 5,311.32 725,000.00
SAN JOSE CA 95138 2 04/14/97 00
62298933 05 06/01/97 0
62298933 O 05/01/12
0
1586445 491/491 F 295,800.00 ZZ
180 294,065.67 1
21052 LEASURE LANE 7.875 2,805.52 85
7.625 2,805.52 348,000.00
HUNTINGTON BEAC CA 92646 2 04/15/97 21
62321943 05 06/01/97 6
62321943 O 05/01/12
0
1
1586446 491/491 F 302,500.00 ZZ
180 300,745.81 1
6 RALSTON RANCH ROAD 8.000 2,890.85 44
7.750 2,890.85 702,500.00
BELMONT CA 94002 1 04/21/97 00
62397788 05 06/01/97 0
62397788 O 05/01/12
0
1586447 491/491 F 402,400.00 ZZ
180 400,014.59 1
107 LU-RAY DRIVE 7.750 3,787.70 80
7.500 3,787.70 503,000.00
LOS GATOS CA 95032 1 04/18/97 00
62403192 05 06/01/97 0
62403192 O 05/01/12
0
1586449 491/491 F 320,000.00 ZZ
180 318,184.88 1
5936 COUNTY OAK ROAD 8.250 3,104.45 68
WOODLAND HILLS AREA 8.000 3,104.45 477,500.00
LOS ANGELES CA 91364 1 04/23/97 00
62453378 03 06/01/97 0
62453378 O 05/01/12
0
1586450 491/491 F 280,000.00 ZZ
180 278,358.31 1
1250 JONES STREET #603 7.875 2,655.66 80
7.625 2,655.66 350,000.00
SAN FRANCISCO CA 94109 1 04/23/97 00
62467158 06 06/01/97 0
62467158 O 05/01/12
0
1586663 491/491 F 295,200.00 ZZ
180 293,316.26 1
26 SUNVIEW AVENUE 7.375 2,715.62 80
7.125 2,715.62 370,000.00
SAN ANSELMO CA 94960 2 04/02/97 00
0062301331 05 06/01/97 0
0062301331 O 05/01/12
0
1587062 686/G01 F 135,000.00 ZZ
180 134,622.66 1
1
602 KETTNER CT 8.375 1,319.53 68
8.125 1,319.53 200,000.00
ST AUGUSTINE FL 32086 1 05/16/97 00
0430256446 05 07/01/97 0
818280273 O 06/01/12
0
1587085 686/G01 F 83,000.00 ZZ
180 82,502.56 1
6896 MEADOWPOINT END 7.625 775.33 62
7.375 775.33 135,000.00
NEW MARKET MD 21774 2 04/28/97 00
0430256461 03 06/01/97 0
818257487 O 05/01/12
0
1587088 686/G01 F 160,000.00 ZZ
180 159,539.66 2
36-37 168TH STREET 8.050 1,533.67 70
7.800 1,533.67 230,000.00
FLUSHING NY 11358 1 05/22/97 00
0430256453 05 07/01/97 0
817831910 O 06/01/12
0
1587089 686/G01 F 50,000.00 ZZ
180 49,852.28 1
682 LYNDON STREET 7.750 470.64 25
7.500 470.64 205,000.00
MONTEREY CA 93940 1 05/13/97 00
0430256412 05 07/01/97 0
818171779 O 06/01/12
0
1587094 686/G01 F 130,000.00 ZZ
180 129,614.23 1
1353 EL NIDO DRIVE 7.700 1,219.94 57
7.450 1,219.94 230,000.00
FALLBROOK CA 92028 2 05/14/97 00
0430256511 05 07/01/97 0
818186223 O 06/01/12
0
1587096 686/G01 F 292,000.00 ZZ
180 291,165.46 1
2779 SW SHERWOOD DRIVE 8.125 2,811.62 80
7.875 2,811.62 365,000.00
PORTLAND OR 97201 2 05/12/97 00
0430256529 05 07/01/97 0
1
818267460 O 06/01/12
0
1587106 686/G01 F 47,250.00 ZZ
180 47,109.16 1
1160 E NORTH WAY 7.650 442.06 74
7.400 442.06 64,000.00
DINUBA CA 93618 2 05/14/97 00
0430256537 05 07/01/97 0
818248353 O 06/01/12
0
1587107 686/G01 F 130,000.00 ZZ
180 129,615.92 1
2031 SEQUOIA CREST 7.750 1,223.66 64
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VISTA CA 92083 2 05/16/97 00
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818282295 O 06/01/12
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1587114 686/G01 F 55,000.00 ZZ
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HAVERHILL MA 01830 1 05/28/97 00
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818081853 O 06/01/12
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1587115 686/G01 F 60,000.00 ZZ
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2326 ASHINGTON PARK DR 7.700 563.05 48
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APOPKA FL 32703 2 05/22/97 00
0430254490 03 07/01/97 0
818129975 O 06/01/12
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818227092 O 06/01/12
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1
1587117 686/G01 F 437,000.00 ZZ
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19241 MAYALL STREET 8.500 4,303.32 70
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NORTHRIDGE CA 91324 5 05/20/97 00
0430254458 05 07/01/97 0
818308264 O 06/01/12
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1587139 686/G01 F 245,000.00 ZZ
180 244,276.16 1
265 NILES ROAD 7.750 2,306.13 52
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NEW HARTFORD CT 06098 2 05/23/97 00
0430254821 05 07/01/97 0
818259228 O 06/01/12
0
1587140 686/G01 F 200,000.00 ZZ
180 199,402.57 1
11292 NW 65 STREET 7.625 1,868.26 74
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MIAMI FL 33178 1 05/27/97 00
0430254839 03 07/01/97 0
818279580 O 06/01/12
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1587141 686/G01 F 101,750.00 ZZ
180 101,452.68 1
207 CASTLE AVENUE 7.875 965.05 53
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WACO TX 76710 2 05/23/97 00
0430257188 05 07/01/97 0
818288029 O 06/01/12
0
1587142 686/G01 F 170,000.00 ZZ
180 169,495.52 1
108-48 65TH AVENUE 7.700 1,595.31 71
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818301244 O 06/01/12
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1587151 686/G01 F 300,000.00 ZZ
180 299,113.67 1
27700 E OWENS ROAD 7.750 2,823.83 72
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ESCALON CA 95320 1 05/14/97 00
0430256206 05 07/01/97 0
818248700 O 06/01/12
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1587152 686/G01 F 114,000.00 ZZ
180 113,663.19 1
16706 CHESTNUT MEADOW CT 7.750 1,073.06 70
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SUGAR LAND TX 77478 1 05/29/97 00
0430256370 03 07/01/97 0
818292559 O 06/01/12
0
1587162 686/G01 F 199,000.00 ZZ
180 199,000.00 1
704 CRYSTAL TERRACE 7.750 1,873.14 67
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AUSTIN TX 78733 1 06/03/97 00
0430257253 05 08/01/97 0
818292690 O 07/01/12
0
1587217 686/G01 F 285,000.00 ZZ
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817857659 O 06/01/12
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1587267 429/429 F 235,000.00 T
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2 FOREST VALE PLACE 7.750 2,212.00 70
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1
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61689386 05 06/01/97 0
61689386 O 05/01/12
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1587306 429/429 F 324,000.00 ZZ
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8728 375TH STREET 7.875 3,072.98 80
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21795789 05 04/01/97 0
21795789 O 03/01/12
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1587340 429/429 F 263,800.00 ZZ
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11373 SOMERSET TRAIL 8.375 2,578.45 69
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21768323 O 03/01/12
0
1587344 429/429 F 340,000.00 ZZ
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29 TRANQUILITY DRIVE 7.500 3,151.85 74
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EASTON CT 06612 5 01/27/97 00
21756678 05 03/01/97 0
21756678 O 02/01/12
0
1587345 429/429 F 546,750.00 ZZ
180 540,154.59 1
1
318 VAILWOOD CT 7.625 5,107.36 75
7.375 5,107.36 729,000.00
BLOOMFIELD TWP MI 48302 2 02/25/97 00
21794049 05 04/01/97 0
21794049 O 03/01/12
0
1587346 429/429 F 297,375.00 ZZ
180 295,533.47 1
7505 BEN AVON ROAD 7.250 2,714.63 75
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BETHESDA MD 20817 5 04/11/97 00
21837996 05 06/01/97 0
21837996 O 05/01/12
0
1587347 429/429 F 315,000.00 ZZ
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22704 SPY GLASS HILL DRIVE 7.875 2,987.62 75
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LYON TOWNSHIP MI 48178 2 03/24/97 00
21795053 05 05/01/97 0
21795053 O 04/01/12
0
1588150 491/491 F 244,000.00 ZZ
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2591 BLAZE TRAIL 8.000 2,331.80 46
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DIAMOND BAR CA 91765 5 05/12/97 00
62267663 03 07/01/97 0
62267663 O 06/01/12
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28701 JAEGER DRIVE 8.375 2,824.76 79
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1588204 A13/G01 F 226,000.00 ZZ
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48 FRANCE DRIVE 8.000 2,159.77 80
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0430252510 05 07/01/97 0
1
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1393 NORTH 1250 EAST 7.875 2,371.13 68
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6726509 05 05/01/97 0
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1588989 E22/G01 F 220,000.00 ZZ
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4300-4302 EMERSON AVENUE 8.750 2,198.79 69
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UNIVERSITY PARK TX 75205 1 05/30/97 00
0410426050 05 07/01/97 0
410426050 O 06/01/12
0
1589242 074/074 F 1,000,000.00 ZZ
180 997,142.01 1
CANTERBURY CT 8.125 9,628.82 36
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ALPINE NJ 07620 1 05/02/97 00
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1101199793 O 06/01/12
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1589243 074/074 F 124,850.00 ZZ
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212 WILETT AVE 7.750 1,175.18 75
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SOUTH RIVER NJ 08882 1 04/30/97 00
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1101203835 O 05/01/12
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1589244 074/074 F 300,000.00 ZZ
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59 BARROW STREET, UNIT 2 8.875 3,020.54 41
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1106053343 O 05/01/12
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1
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156 CHRISTIAN AVENUE 7.750 800.09 55
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STONY BROOK NY 11790 1 05/14/97 00
1106058573 05 07/01/97 0
1106058573 O 06/01/12
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1589246 074/074 F 100,000.00 ZZ
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235 CURTICE PARK 8.875 1,006.85 75
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WEBSTER NY 14580 2 04/25/97 00
1107022491 05 06/01/97 0
1107022491 O 05/01/12
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1589250 074/074 F 400,000.00 ZZ
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257 CRABAPPLE ROAD 8.500 3,938.96 68
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MANHASSET NY 11030 1 05/22/97 00
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165 WEST END AVENUE 23R 8.625 2,745.59 75
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1589252 074/074 F 115,000.00 ZZ
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27 BALD NOB ROAD 7.750 1,082.47 58
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912 WEST KARN STREET 8.375 430.07 71
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GREENVILLE MI 48838 5 05/16/97 00
1113047191 05 07/01/97 0
1113047191 O 06/01/12
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1589254 074/074 F 38,800.00 ZZ
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250 CLIFFBROOK DR 8.750 387.79 80
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MANSFIELD OH 44907 5 04/23/97 00
1113047908 05 06/01/97 0
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0
1589255 074/074 F 234,500.00 ZZ
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1114014314 O 05/01/12
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1589257 074/074 F 250,000.00 ZZ
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1171156751 O 06/01/12
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1589258 074/074 F 380,000.00 ZZ
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104 BIRCHES LN 8.375 3,714.22 54
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BRYN MAWR PA 19010 5 05/16/97 00
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1589260 074/074 F 650,000.00 ZZ
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77 MONTECITO DRIVE 7.875 6,164.92 78
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NEWPORT BEACH CA 92625 5 04/17/97 00
1236003142 03 06/01/97 0
1236003142 O 05/01/12
0
1
1589261 074/074 F 362,450.00 ZZ
180 361,436.92 1
2468 RAM CROSSING WAY 8.375 3,542.68 80
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HENDERSON NV 89014 1 05/02/97 00
1251131148 03 07/01/97 0
1251131148 O 06/01/12
0
1589262 074/074 F 234,400.00 T
180 233,722.62 1
2457 ANTLER POINT DRIVE 8.000 2,240.05 80
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HENDERSON NV 89014 1 05/02/97 00
1251143759 03 07/01/97 0
1251143759 O 06/01/12
0
1589264 074/074 F 69,600.00 ZZ
180 69,396.63 1
315 MILDRED AVENUE NW 7.875 660.12 80
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ALBUQUERQUE NM 87107 5 05/19/97 00
1256002379 05 07/01/97 0
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1589265 074/074 F 300,000.00 T
180 298,317.09 1
1131 WATERSIDE LANE 8.375 2,932.28 48
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HOLLYWOOD FL 33019 1 04/30/97 00
1301123820 03 06/01/97 0
1301123820 O 05/01/12
0
1589266 074/074 F 500,000.00 ZZ
180 498,571.01 1
116 EL MIRASOL 8.125 4,814.41 29
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PALM BEACH FL 33480 1 05/28/97 00
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1301126895 O 06/01/12
0
1589267 074/074 F 222,000.00 ZZ
180 220,712.62 1
1
31 POTTER LANE 8.000 2,121.55 41
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PARK CITY UT 84060 1 04/23/97 00
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1496007054 O 05/01/12
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1589268 074/074 F 260,000.00 ZZ
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1797 SOUTH 1400 EAST 7.750 2,447.32 72
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SALT LAKE CITY UT 84105 5 05/21/97 00
1497003580 05 07/01/97 0
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1589269 074/074 F 385,000.00 ZZ
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23 GAY DRIVE 8.875 3,876.35 75
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KINGS POINT NY 11024 1 04/21/97 00
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0
1589271 074/074 F 344,000.00 ZZ
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19 GRAVEL STREET 7.625 3,213.41 66
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GROTON CT 06340 2 04/03/97 00
1500297171 05 06/01/97 0
1500297171 O 05/01/12
0
1589272 074/074 F 124,000.00 ZZ
180 123,304.40 1
61 MOLLE STREET 8.375 1,212.01 75
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WEST BABYLON NY 11704 2 04/21/97 00
1500300491 05 06/01/97 0
1500300491 O 05/01/12
0
1589273 074/074 F 140,800.00 ZZ
180 139,983.50 1
RRI BOX 60 B TANNER ROAD 8.000 1,345.56 80
7.750 1,345.56 176,000.00
NEWPORT NY 13416 2 04/23/97 00
1500305430 05 06/01/97 0
1
1500305430 O 05/01/12
0
1589275 074/074 F 80,000.00 ZZ
180 79,525.75 1
639 CHESTNUT TERRACE 7.750 753.03 80
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EASTON PA 18042 5 04/11/97 00
1500315309 05 06/01/97 0
1500315309 O 05/01/12
0
1589277 074/074 F 387,400.00 ZZ
180 386,280.47 1
4604 MCDANIEL ROAD 8.000 3,702.20 73
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PARAGOULD AR 72450 2 05/05/97 00
1502089765 05 07/01/97 0
1502089765 O 06/01/12
0
1589278 074/074 F 309,200.00 ZZ
180 307,387.11 1
9616 SOUTH GEYER ROAD 7.875 2,932.61 80
7.625 2,932.61 386,500.00
SUNSET HILLS MO 63127 1 05/01/97 00
1502089890 05 06/01/97 0
1502089890 O 05/01/12
0
1589280 074/074 F 80,400.00 ZZ
180 80,175.26 1
3002 WEST STEEPBANK C 8.375 785.86 60
8.125 785.86 134,000.00
SUGARLAND TX 77479 1 05/09/97 00
1504125473 03 07/01/97 0
1504125473 O 06/01/12
0
1589281 074/074 F 240,000.00 ZZ
180 238,653.68 1
112 BRIGHTON COURT 8.375 2,345.82 80
8.125 2,345.82 300,000.00
COPPELL TX 75019 1 05/02/97 00
1504128132 03 06/01/97 0
1504128132 O 05/01/12
0
1
1589282 074/074 F 325,000.00 ZZ
180 323,094.47 1
11309 GREENBRIAR CHASE 7.875 3,082.46 77
7.625 3,082.46 425,000.00
OKLAHOMA CITY OK 73170 5 04/15/97 00
1505077208 03 06/01/97 0
1505077208 O 05/01/12
0
1589285 074/074 F 150,000.00 ZZ
180 149,120.54 1
149 GALLOWS HILL RD 7.875 1,422.67 69
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PEEKSKILL NY 10566 5 04/25/97 00
1507230995 05 06/01/97 0
1507230995 O 05/01/12
0
1589286 074/074 F 75,000.00 ZZ
180 74,560.26 1
207 CAPTAINS LANE 7.875 711.34 58
7.625 711.34 129,500.00
NEWPORT NEWS VA 23602 5 04/16/97 00
1507242270 05 06/01/97 0
1507242270 O 05/01/12
0
1589287 074/074 F 240,000.00 ZZ
180 237,905.39 1
3129 LOCHRIDGE 8.000 2,293.57 77
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SPRINGFIELD IL 62704 5 03/10/97 00
1507249279 05 05/01/97 0
1507249279 O 04/01/12
0
1589288 074/074 F 158,500.00 ZZ
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5 LAVENHAM PLACE 7.875 1,503.30 73
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GAITHERSBURG MD 20877 1 04/30/97 00
1507249508 03 06/01/97 0
1507249508 O 05/01/12
0
1589291 074/074 F 440,000.00 ZZ
180 438,742.48 1
104 CALDWOOD DRIVE 8.125 4,236.69 80
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1
BEAUMONT TX 77707 2 05/05/97 00
1509034885 05 07/01/97 0
1509034885 O 06/01/12
0
1589292 074/074 F 308,000.00 ZZ
180 304,125.06 1
11385 MOTOR YACHT DRIVE 7.875 2,921.23 80
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JACKSONVILLE FL 32225 2 02/21/97 00
1511041500 03 04/01/97 0
1511041500 O 03/01/12
0
1589293 074/074 F 134,925.00 ZZ
180 133,833.25 1
3750 GALT OCEAN DR. 7.875 1,279.70 75
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FORT LAUDERDALE FL 33308 1 04/15/97 00
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1511091881 O 05/01/12
0
1589295 074/074 F 50,000.00 ZZ
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147 CRYSTAL SPRING ROAD 8.000 477.83 78
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CLEARWATER SC 29822 5 04/11/97 00
1511124652 05 06/01/97 0
1511124652 O 05/01/12
0
1589296 074/074 F 140,000.00 ZZ
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STANSBURY PARK UT 84074 2 03/28/97 00
1513125077 05 05/01/97 0
1513125077 O 04/01/12
0
1589297 074/074 F 280,000.00 ZZ
180 277,609.44 1
704 WOODLAND AVENUE 8.250 2,716.40 80
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WOODLAND PARK CO 80863 5 03/28/97 00
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0
1
1589298 074/074 F 300,000.00 ZZ
180 299,113.67 1
14030 194TH AVENUE NORTHEAST 7.750 2,823.83 70
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WOODINVILLE WA 98072 1 05/07/97 00
1513137510 05 07/01/97 0
1513137510 O 06/01/12
0
1589299 074/074 F 342,350.00 ZZ
180 341,338.55 1
3701 DOGWOOD CREEK COVE 7.750 3,222.46 80
7.500 3,222.46 427,998.00
AUSTIN TX 78746 1 05/21/97 00
1520008131 03 07/01/97 0
1520008131 O 06/01/12
0
1589300 074/074 F 364,000.00 ZZ
180 361,865.80 1
419 WILTSHIRE AVENUE 7.875 3,452.36 80
7.625 3,452.36 455,000.00
TERRELL HILLS TX 78209 1 04/30/97 00
1526004665 05 06/01/97 0
1526004665 O 05/01/12
0
1589301 074/074 F 540,000.00 ZZ
180 537,037.41 1
14876 CLARA STREET 8.625 5,357.24 80
8.375 5,357.24 675,000.00
LOS GATOS CA 95030 1 04/10/97 00
1561347149 05 06/01/97 0
1561347149 O 05/01/12
0
1589304 074/074 F 47,500.00 ZZ
180 47,253.61 1
221 S BRADSHAW LANE 9.250 488.87 65
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MUSTANG OK 73064 2 04/21/97 00
1563142555 05 06/01/97 0
1563142555 O 05/01/12
0
1589305 074/074 F 127,500.00 ZZ
180 126,815.96 1
1
1413 N MCMILLAN AVENUE 8.875 1,283.73 75
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OKLAHOMA CITY OK 73127 2 04/22/97 00
1563150371 05 06/01/97 0
1563150371 O 05/01/12
0
1589306 074/074 F 28,900.00 ZZ
180 27,751.76 1
507 HOPKINS AVENUE 9.375 299.61 58
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SEAGOVILLE TX 75159 2 04/21/97 00
1563150510 05 06/01/97 0
1563150510 O 05/01/12
0
1589307 074/074 F 52,000.00 ZZ
180 51,711.51 1
4016 NORTHEAST 42ND AVENUE 8.500 512.07 31
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PORTLAND OR 97213 5 04/22/97 00
1565157735 05 06/01/97 0
1565157735 O 05/01/12
0
1589309 074/074 F 151,000.00 ZZ
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3371 WINFAIR PLACE 8.875 1,520.34 75
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MARIETTA GA 30062 2 04/21/97 00
1566098518 05 06/01/97 0
1566098518 O 05/01/12
0
1589310 074/074 F 59,000.00 ZZ
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CUMMING GA 30130 5 05/09/97 00
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1566099180 O 06/01/12
0
1589312 074/074 F 58,500.00 ZZ
180 58,156.99 1
1702 ASH WAY 7.875 554.85 75
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MARYSVILLE CA 95901 2 04/18/97 00
1573170320 05 06/01/97 0
1
1573170320 O 05/01/12
0
1589313 074/074 F 500,000.00 ZZ
180 497,100.49 1
1615 OBERLIN ROAD 8.000 4,778.27 75
7.750 4,778.27 675,000.00
RALEIGH NC 27608 2 04/23/97 00
1577065011 05 06/01/97 0
1577065011 O 05/01/12
0
1589314 074/074 F 103,000.00 ZZ
180 102,251.04 1
816 PEBBLE CREEK COURT 8.750 1,029.44 67
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ANTIOCH TN 37013 2 05/05/97 00
1577072232 05 07/01/97 0
1577072232 O 06/01/12
0
1589316 074/074 F 237,900.00 ZZ
180 237,242.42 1
121 OWENSWOOD LANE 8.500 2,342.70 63
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IRMO SC 29063 5 05/07/97 00
1577078862 05 07/01/97 0
1577078862 O 06/01/12
0
1589317 074/074 F 77,700.00 ZZ
180 77,482.81 1
4006 S SAGERS WAY 8.375 759.47 63
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WEST VALLEY CIT UT 84128 2 05/21/97 00
1579049049 05 07/01/97 0
1579049049 O 06/01/12
0
1589319 074/074 F 127,500.00 ZZ
180 126,784.76 1
30 SANDPIPER ROAD 8.375 1,246.22 75
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ENFIELD CT 06082 2 04/24/97 00
1580049749 05 06/01/97 0
1580049749 O 05/01/12
0
1
1589322 074/074 F 50,150.00 ZZ
180 49,874.86 1
5550 WEST OHIO STREET 8.625 497.53 75
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INDIANAPOLIS IN 46224 2 04/24/97 00
1581094590 05 06/01/97 0
1581094590 O 05/01/12
0
1589323 074/074 F 45,000.00 ZZ
180 43,959.77 1
27814 WEST SIX MILE ROAD 9.500 469.91 53
9.250 469.91 85,000.00
LIVONIA MI 48152 2 04/23/97 00
1581097838 05 06/01/97 0
1581097838 O 05/01/12
0
1589326 074/074 F 69,350.00 ZZ
180 69,142.84 1
1305 DAWN RIDGE 7.625 647.82 75
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COLUMBIA MO 65202 2 05/09/97 00
1583044606 05 07/01/97 0
1583044606 O 06/01/12
0
1589328 074/074 F 61,000.00 ZZ
180 60,653.99 1
101 CHATHAM ROAD 8.250 591.79 46
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MOUNT LAUREL NJ 08054 2 04/28/97 00
1587064423 05 06/01/97 0
1587064423 O 05/01/12
0
1589329 074/074 F 145,000.00 ZZ
180 144,576.30 1
13009 CHIPSTEAD ROAD 7.875 1,375.26 49
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CHESTER VA 23831 5 05/09/97 00
1587066837 05 07/01/97 0
1587066837 O 06/01/12
0
1589331 074/074 F 59,600.00 ZZ
180 59,273.02 1
1326 DIAMOND STREET 8.625 591.28 80
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1
TALLAHASSEE FL 32301 5 04/21/97 00
1590039311 05 06/01/97 0
1590039311 O 05/01/12
0
1589332 074/074 F 85,000.00 ZZ
180 84,050.18 1
LOT 25 BELLE BLUFF ESTATES 8.500 837.03 58
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TOWNSEND GA 31331 5 04/25/97 00
1590040693 05 06/01/97 0
1590040693 O 05/01/12
0
1589333 074/074 F 630,000.00 ZZ
180 626,386.73 1
1742 LEMON HEIGHTS DRIVE 8.125 6,066.16 75
7.875 6,066.16 840,000.00
SANTA ANA CA 92705 1 04/14/97 00
1595032455 05 06/01/97 0
1595032455 O 05/01/12
0
1589336 074/074 F 280,000.00 ZZ
180 279,172.76 1
515 LEONARD LANE 7.750 2,635.57 80
7.500 2,635.57 350,000.00
BURR RIDGE IL 60521 1 05/22/97 00
1613023294 05 07/01/97 0
1613023294 O 06/01/12
0
1589337 074/074 F 393,750.00 ZZ
180 392,612.12 1
19 MAYFAIR 8.000 3,762.88 75
7.750 3,762.88 525,000.00
LINCOLNSHIRE IL 60069 1 05/15/97 00
1614013988 05 07/01/97 0
1614013988 O 06/01/12
0
1589338 074/074 F 520,000.00 ZZ
180 516,917.48 1
994 WAVELAND ROAD 7.750 4,894.63 80
7.500 4,894.63 650,000.00
LAKE FOREST IL 60045 2 04/25/97 00
1617014229 05 06/01/97 0
1617014229 O 05/01/12
0
1
1589776 450/450 F 375,000.00 ZZ
180 373,867.45 1
640 MIDDLEFIELD ROAD 7.500 3,476.30 61
7.250 3,476.30 615,000.00
PALO ALTO CA 94301 5 05/20/97 00
4320081 05 07/01/97 0
4320081 O 06/01/12
0
1589777 686/G01 F 101,000.00 ZZ
180 100,704.87 1
930 ARLINGTON WAY 7.875 957.94 58
7.625 957.94 175,000.00
MARTINEZ CA 94553 5 05/21/97 00
0430252866 05 07/01/97 0
0818275828 O 06/01/12
0
1589782 070/070 F 263,600.00 T
180 261,144.04 1
131 NORTH QUAKER HILL ROAD 7.250 2,406.31 80
7.000 2,406.31 329,500.00
PAWLING NY 12564 1 03/03/97 00
6911067 05 05/01/97 0
6911067 O 04/01/12
0
1589794 439/439 F 45,500.00 ZZ
180 45,240.75 1
944 WESTERN AVENUE 8.200 440.10 65
7.950 440.10 70,000.00
COLTON CA 92324 5 04/15/97 00
1899187 05 06/01/97 0
1899187 O 05/01/12
0
1589844 450/450 F 262,000.00 ZZ
180 262,000.00 1
1660 BALSAM WAY 7.500 2,428.77 63
7.250 2,428.77 418,000.00
MILFORD TWP MI 48381 5 06/03/97 00
3982345 01 08/01/97 0
3982345 O 07/01/12
0
1589886 E22/G01 F 75,000.00 ZZ
180 74,788.02 1
1
7109 BURNING TREE DRIVE 8.250 727.61 26
8.000 727.61 289,594.00
MCHENRY IL 60050 1 05/28/97 00
0410411144 05 07/01/97 0
410411144 O 06/01/12
0
1589917 686/G01 F 30,000.00 ZZ
180 29,917.07 1
19505 QUESADA AVE #UU103 8.500 295.43 75
8.250 295.43 40,000.00
PORT CHARLOTTE FL 33952 1 05/28/97 00
0430252858 01 07/01/97 0
18341893 O 06/01/12
0
1590029 439/G01 F 107,200.00 ZZ
180 104,716.86 1
30305 NEBULA LANE 8.250 1,040.00 65
8.000 1,040.00 165,000.00
TEMECULA CA 92592 2 10/15/96 00
0430278184 05 12/01/96 0
1877231 O 11/01/11
0
1590031 439/G01 F 111,000.00 ZZ
180 105,876.48 1
83 SUMMIT DRIVE 7.300 1,016.41 53
7.050 1,016.41 210,000.00
SMITHTOWN NY 11787 2 12/09/96 00
0430266825 05 02/01/97 0
1883455 O 01/01/12
0
1590032 439/G01 F 61,500.00 ZZ
180 60,401.51 1
7160 MOSLEY STREET 7.850 582.42 60
7.600 582.42 104,000.00
HOLLYWOOD FL 33024 2 12/18/96 00
0430279877 05 02/01/97 0
1884063 O 01/01/12
0
1590033 439/G01 F 100,400.00 ZZ
180 99,830.49 1
13164 SW 49TH COURT 8.250 974.03 75
8.000 974.03 134,000.00
MIRAMAR FL 33027 1 04/29/97 00
0430278176 05 06/01/97 0
1
1884180 O 05/01/12
0
1590034 439/G01 F 59,000.00 ZZ
180 57,909.33 1
7129 EAGLE ROAD 7.450 545.27 37
7.200 545.27 160,000.00
FAIR OAKS CA 95628 5 12/06/96 00
0430278150 05 02/01/97 0
1885573 O 01/01/12
0
1590035 439/G01 F 125,000.00 ZZ
180 119,637.17 1
31 LOCUST LANE 7.950 1,190.96 45
7.700 1,190.96 283,000.00
MOUNT VERNON NY 10552 1 05/02/97 00
0430266908 05 07/01/97 0
1894216 O 06/01/12
0
1590036 439/G01 F 82,100.00 ZZ
180 81,621.78 1
1240 FRUITLAND AVENUE 7.950 782.23 68
7.700 782.23 122,000.00
MARCO ISLAND FL 34145 2 04/09/97 00
0430278135 05 06/01/97 0
1894250 O 05/01/12
0
1590037 439/G01 F 310,000.00 ZZ
180 309,076.02 1
437 CALLE DE ARAGON 7.650 2,900.23 80
7.400 2,900.23 387,500.00
TORRANCE CA 90277 1 04/23/97 00
0430266767 05 07/01/97 0
1894974 O 06/01/12
0
1590038 439/G01 F 252,600.00 ZZ
180 251,109.15 1
11683 SPRUCE RUN DRIVE 7.800 2,384.91 75
7.550 2,384.91 336,900.00
SAN DIEGO CA 92131 1 04/22/97 00
0430266809 05 06/01/97 0
1896837 O 05/01/12
0
1
1590039 439/G01 F 250,000.00 ZZ
180 248,556.62 1
85 WINCHESTER DRIVE 8.050 2,396.36 66
7.800 2,396.36 380,000.00
MANHASSET NY 11030 1 04/21/97 00
0430267070 05 06/01/97 0
1897914 O 05/01/12
0
1590040 439/G01 F 396,000.00 ZZ
180 394,835.19 2
4158-4160 MIDDLEFIELD ROAD 7.800 3,738.81 80
7.550 3,738.81 495,000.00
PALO ALTO CA 94303 1 05/01/97 00
0430267104 05 07/01/97 0
1898006 O 06/01/12
0
1590041 439/G01 F 456,000.00 ZZ
180 453,200.63 1
1783 LAS CANOAS ROAD 7.350 4,188.41 80
7.100 4,188.41 570,000.00
SANTA BARBARA CA 93105 1 04/10/97 00
0430279679 05 06/01/97 0
1898169 O 05/01/12
0
1590042 439/G01 F 113,000.00 ZZ
180 112,312.31 1
1503 AMELIA DRIVE 7.450 1,044.32 70
7.200 1,044.32 161,490.00
CEDAR PARK TX 78613 1 04/26/97 00
0430267138 05 06/01/97 0
1898196 O 05/01/12
0
1590043 439/G01 F 325,000.00 ZZ
180 323,115.34 1
1635 N ATLANTIC BOULEVARD 8.000 3,105.87 70
7.750 3,105.87 465,000.00
FORT LAUDERDALE FL 33305 1 04/30/97 00
0430267146 05 06/01/97 0
1898223 O 05/01/12
0
1590044 439/G01 F 130,000.00 ZZ
180 129,236.11 1
544 FOUNDRY COURT 7.850 1,231.12 65
7.600 1,231.12 200,000.00
1
SAN JOSE CA 95133 5 04/07/97 00
0430267237 05 06/01/97 0
1898933 O 05/01/12
0
1590045 439/G01 F 100,000.00 ZZ
180 99,427.72 1
49 BRIAN DRIVE 8.150 964.34 59
7.900 964.34 171,000.00
GLENDALE HEIGHT IL 60139 5 04/14/97 00
0430278499 05 06/01/97 0
1899070 O 05/01/12
0
1590048 439/G01 F 38,500.00 ZZ
180 38,279.67 1
1731 PRESIDENTIAL WAY #202 8.150 371.27 70
7.900 371.27 55,000.00
WEST PALM BEACH FL 33401 1 04/09/97 00
0430267385 01 06/01/97 0
1899414 O 05/01/12
0
1590049 439/G01 F 88,000.00 ZZ
180 86,987.19 1
6540 SW 181 LANE 8.200 851.17 34
7.950 851.17 258,823.00
FT LAUDERDALE FL 33331 5 04/10/97 00
0430267401 05 06/01/97 0
1899571 O 05/01/12
0
1590051 439/G01 F 236,400.00 ZZ
180 235,059.07 1
1903 61ST AVENUE COURT NORTH 8.250 2,293.42 79
8.000 2,293.42 300,000.00
GIG HARBOR WA 98335 2 04/18/97 00
0430267435 05 06/01/97 0
1900114 O 05/01/12
0
1590052 439/G01 F 214,600.00 ZZ
180 213,327.84 1
2675 SHETLAND PLACE 7.750 2,019.98 67
7.500 2,019.98 322,500.00
ARROYO GRANDE CA 93420 1 04/21/97 00
0430267443 05 06/01/97 0
1900788 O 05/01/12
0
1
1590053 439/G01 F 32,000.00 ZZ
180 31,795.93 1
29760 THORNHILL DRIVE 8.100 307.66 57
7.850 307.66 57,000.00
SUN CITY CA 92586 1 04/24/97 00
0430267492 03 06/01/97 0
1900863 O 05/01/12
0
1590054 439/G01 F 150,600.00 ZZ
180 150,176.23 1
2674 MONTROSE PLACE 8.300 1,465.42 44
8.050 1,465.42 350,000.00
SANTA BARBARA CA 93105 5 05/02/97 00
0430267526 05 07/01/97 0
1900945 O 06/01/12
0
1590055 439/G01 F 50,000.00 ZZ
180 49,718.88 1
1805 TAMPA WAY 8.350 487.99 31
8.100 487.99 165,000.00
SAN JOSE CA 95122 5 04/15/97 00
0430267559 05 06/01/97 0
1901081 O 05/01/12
0
1590056 439/G01 F 335,000.00 ZZ
180 333,099.79 1
16000 SUNRISE WATCH ROAD 8.250 3,249.98 54
8.000 3,249.98 625,000.00
APPLEGATE CA 95703 5 04/22/97 00
0430267575 05 06/01/97 0
1901233 O 05/01/12
0
1590058 439/G01 F 300,000.00 ZZ
180 299,133.04 1
1520 BANKS STREET 8.000 2,866.96 48
7.750 2,866.96 627,500.00
HOUSTON TX 77006 1 05/05/97 00
0430267591 05 07/01/97 0
1901445 O 06/01/12
0
1590059 439/G01 F 62,500.00 ZZ
180 62,324.13 1
1
3130 N 36TH AVENUE 8.300 608.16 50
8.050 608.16 125,000.00
HOLLYWOOD FL 33021 2 05/08/97 00
0430279661 03 07/01/97 0
1901511 O 06/01/12
0
1590060 439/G01 F 130,000.00 T
180 129,252.75 1
18510 ATLANTIC BLVD 8.100 1,249.87 74
7.850 1,249.87 177,000.00
MIAMI BEACH FL 33160 1 04/18/97 00
0430267633 05 06/01/97 0
1901690 O 05/01/12
0
1590061 439/G01 F 119,000.00 ZZ
180 118,668.12 1
64 WOODSIDE AVENUE 8.400 1,164.88 51
8.150 1,164.88 235,000.00
FAIRFIELD CT 06430 5 05/05/97 00
0430267682 05 07/01/97 0
1901803 O 06/01/12
0
1590062 439/G01 F 50,000.00 ZZ
180 49,707.48 1
1836 SOUTH CORDOVA STREET 7.900 474.95 28
7.650 474.95 180,000.00
ALHAMBRA CA 91801 1 04/23/97 00
0430278077 05 06/01/97 0
1902158 O 05/01/12
0
1590063 439/G01 F 30,000.00 ZZ
180 29,820.59 1
15326 RIVERSIDE GROVE DRIVE 7.650 280.67 47
7.400 280.67 65,000.00
HOUSTON TX 77083 1 04/28/97 00
0430265462 03 06/01/97 0
1903186 O 05/01/12
0
1590064 439/G01 F 314,900.00 ZZ
180 313,965.54 1
5502 FRAGRANT CLOUD COURT 7.700 2,955.07 79
7.450 2,955.07 400,000.00
HOUSTON TX 77041 2 05/14/97 00
0430265470 03 07/01/97 0
1
1903611 O 06/01/12
0
1590183 560/560 F 258,000.00 ZZ
180 189,917.69 1
258 FELLS RD 9.500 2,694.10 45
9.250 2,694.10 585,000.00
ESSEX FELLS NJ 07021 5 02/15/91 00
217643816 05 04/01/91 0
217643816 O 03/01/06
0
1590184 560/560 F 230,000.00 ZZ
180 226,515.83 1
9721 NEVADA AVENUE 7.625 2,148.50 94
7.375 2,148.50 247,000.00
CHATSWORTH CA 91311 2 01/07/97 04
450623624 05 03/01/97 35
450623624 O 02/01/12
0
1590185 560/560 F 262,000.00 ZZ
180 257,906.87 1
6 PARSONAGE LANE 7.250 2,391.71 80
7.000 2,391.71 330,000.00
NORTH READING MA 01864 2 01/11/97 00
450623939 05 03/01/97 0
450623939 O 02/01/12
0
1590186 560/560 F 289,000.00 ZZ
180 194,719.15 1
840 E SOUTH BEAR CREEK DRIVE 7.500 2,679.07 75
7.250 2,679.07 389,000.00
MERCED CA 95340 1 01/16/97 00
450626031 05 03/01/97 0
450626031 O 02/01/12
0
1590188 560/560 F 560,000.00 ZZ
180 551,620.04 1
4801 ISLAND POND COURT 7.750 5,271.15 64
UNIT 1105 7.500 5,271.15 880,000.00
BONITA SPRINGS FL 33923 1 01/27/97 00
450629225 01 03/01/97 0
450629225 O 02/01/12
0
1
1590190 560/560 F 331,500.00 ZZ
180 326,478.69 1
554 48TH AVENUE 7.625 3,096.65 73
7.375 3,096.65 460,000.00
SAN FRANCISCO CA 94121 2 01/27/97 00
450636857 05 03/01/97 0
450636857 O 02/01/12
0
1590191 560/560 F 81,050.00 ZZ
180 79,863.14 1
306 BROOKDALE DRIVE 8.000 774.56 75
7.750 774.56 109,000.00
VACAVILLE CA 95687 2 01/28/97 00
450638119 05 03/01/97 0
450638119 O 02/01/12
0
1590193 560/560 F 248,200.00 ZZ
180 244,221.35 1
10051 HERITAGE LANE 7.500 2,300.85 80
7.250 2,300.85 312,000.00
ALTA LOMA CA 91737 2 02/04/97 00
450639984 05 04/01/97 0
450639984 O 03/01/12
0
1590194 560/560 F 256,000.00 ZZ
180 253,075.78 1
610 S WEST AVENUE D-103 8.250 2,483.56 80
8.000 2,483.56 320,000.00
ASPEN CO 81611 1 02/11/97 00
450640909 01 04/01/97 0
450640909 O 03/01/12
0
1590195 560/560 F 155,900.00 T
180 153,675.74 1
350 S MAHONEY DRIVE NO 3 8.000 1,489.87 60
7.750 1,489.87 259,900.00
TELLURIDE CO 81435 5 02/18/97 00
450644125 01 04/01/97 0
450644125 O 03/01/12
0
1590196 560/560 F 270,800.00 ZZ
180 267,533.35 1
4479 RAVINEWOOD DRIVE 7.625 2,529.63 69
7.375 2,529.63 395,000.00
1
COMMERCE TOWNSH MI 48382 2 02/13/97 00
450644513 05 04/01/97 0
450644513 O 03/01/12
0
1590197 560/560 F 512,000.00 ZZ
180 505,566.59 1
10032 CHARTWELL MANOR COURT 7.500 4,746.31 49
7.250 4,746.31 1,050,000.00
POTOMAC MD 20854 2 02/14/97 00
450644919 03 04/01/97 0
450644919 O 03/01/12
0
1590198 560/560 F 311,000.00 ZZ
180 307,368.90 1
1990 RANCH ROAD 8.000 2,972.08 74
7.750 2,972.08 425,000.00
WRIGHT CITY MO 63390 1 02/21/97 00
450649819 05 04/01/97 0
450649819 O 03/01/12
0
1590199 560/560 F 232,950.00 ZZ
180 230,170.05 1
716 HEATHERGLEN DRIVE 7.750 2,192.70 80
7.500 2,192.70 291,225.00
SOUTHLAKE TX 76092 1 02/27/97 00
450650700 03 04/01/97 0
450650700 O 03/01/12
0
1590200 560/560 F 385,000.00 ZZ
180 381,639.89 1
11 DEERWOOD TRAIL 8.000 3,679.27 52
7.750 3,679.27 750,000.00
WARREN NJ 07059 2 03/06/97 00
450661186 05 05/01/97 0
450661186 O 04/01/12
0
1590201 560/560 F 246,400.00 ZZ
180 244,104.29 1
413 W WALDEN LANE 7.250 2,249.30 54
7.000 2,249.30 458,000.00
PROSPECT HEIGHT IL 60070 2 03/10/97 00
450664461 05 05/01/97 0
450664461 O 04/01/12
0
1
1590202 560/560 F 364,000.00 T
180 360,752.87 1
7640 E CANON DE LA VISTA 7.750 3,426.25 80
7.500 3,426.25 455,000.00
TUCSON AZ 85750 1 03/04/97 00
450665617 03 05/01/97 0
450665617 O 04/01/12
0
1590203 560/560 F 290,500.00 ZZ
180 287,936.73 1
1420 MINARD ROAD 7.875 2,755.25 71
7.625 2,755.25 410,000.00
GREEN OAKS IL 60048 2 03/20/97 00
450671979 05 05/01/97 0
450671979 O 04/01/12
0
1590204 560/560 F 230,000.00 ZZ
180 227,857.08 1
6040 FAIRBROOK DRIVE 7.250 2,099.59 64
7.000 2,099.59 360,000.00
WEST BLOOMFIELD MI 48322 2 03/21/97 00
450672431 05 05/01/97 0
450672431 O 04/01/12
0
1590205 560/560 F 264,750.00 ZZ
180 262,439.39 1
2339 LARIAT LANE 8.000 2,530.09 75
7.750 2,530.09 353,000.00
WALNUT CREEK CA 94596 5 03/13/97 00
450672944 03 05/01/97 0
450672944 O 04/01/12
0
1590206 560/560 F 286,000.00 ZZ
180 283,448.69 1
347 SOUTH UNION STREET 7.750 2,692.05 74
7.500 2,692.05 390,000.00
BURLINGTON VT 05401 2 03/25/97 00
450681259 05 05/01/97 0
450681259 O 04/01/12
0
1590207 560/560 F 220,550.00 ZZ
180 218,708.15 1
1
31245 AVENIDA DEL REPOSO 8.500 2,171.85 75
8.250 2,171.85 295,000.00
TEMECULA CA 92590 2 03/25/97 00
450681978 03 05/01/97 0
450681978 O 04/01/12
0
1590208 560/560 F 255,000.00 ZZ
180 252,725.22 1
25757 AVENIDA DEL ORO 7.750 2,400.26 84
7.500 2,400.26 305,000.00
TEMECULA CA 92590 1 03/26/97 21
450682182 03 05/01/97 20
450682182 O 04/01/12
0
1590209 560/560 F 256,000.00 ZZ
180 254,515.46 1
4090 NE SUGARHILL AVENUE 8.000 2,446.47 80
7.750 2,446.47 320,000.00
JENSEN BEACH FL 34957 1 04/15/97 00
450692264 03 06/01/97 0
450692264 O 05/01/12
0
1590210 560/560 F 286,400.00 ZZ
180 284,302.40 1
379 LITTLE BEAVER ROAD 7.500 2,654.97 63
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ESTES PARK CO 80517 2 04/14/97 00
450694377 05 06/01/97 0
450694377 O 05/01/12
0
1590211 560/560 F 400,000.00 ZZ
120 390,608.01 1
75 BOWMAN DRIVE 8.125 4,879.57 49
7.875 4,879.57 832,000.00
GREENWICH CT 06831 2 04/18/97 00
450697636 05 06/01/97 0
450697636 O 05/01/07
0
1590212 560/560 F 224,000.00 ZZ
180 222,743.41 1
3841 E FORGE AVENUE 8.375 2,189.44 78
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MESA AZ 85206 1 04/24/97 00
450701990 05 06/01/97 0
1
450701990 O 05/01/12
0
1590213 560/560 F 244,000.00 ZZ
180 243,263.08 1
105 GOOD LUCK LANE 7.500 2,261.92 80
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MARS PA 16046 1 05/02/97 00
450712419 05 07/01/97 0
450712419 O 06/01/12
0
1590214 560/560 F 248,750.00 ZZ
180 247,354.59 1
10678 E TAMARISK WAY 8.375 2,431.35 33
8.125 2,431.35 755,000.00
SCOTTSDALE AZ 85262 2 04/30/97 00
450712872 05 06/01/97 0
450712872 O 05/01/12
0
1590215 560/560 F 392,000.00 ZZ
180 390,879.67 1
2101 LAKE RIDGE WAY 8.125 3,774.50 80
7.875 3,774.50 490,000.00
FRANKLIN TN 37064 1 05/05/97 00
450713086 03 07/01/97 0
450713086 O 06/01/12
0
1590216 560/560 F 250,000.00 ZZ
180 248,534.20 1
11716 SORREL RUN NW 7.875 2,371.13 55
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GIG HARBOR WA 98332 1 04/28/97 00
450718754 05 06/01/97 0
450718754 O 05/01/12
0
1590217 560/560 F 450,000.00 ZZ
180 448,783.73 1
12449 FIG ROAD 8.750 4,497.52 75
8.500 4,497.52 600,000.00
WILTON CA 95693 1 05/12/97 00
450719604 05 07/01/97 0
450719604 O 06/01/12
0
1
1590218 560/560 F 712,500.00 T
180 710,508.49 1
309 OCEAN OAKS 8.375 6,964.17 75
8.125 6,964.17 950,073.00
KIAWAH ISLAND SC 29455 1 05/21/97 00
450724646 03 07/01/97 0
450724646 O 06/01/12
0
1590219 560/560 F 300,000.00 ZZ
180 299,123.40 1
4969 HIDDEN DUNE CT 7.875 2,845.35 62
7.625 2,845.35 485,000.00
SAN DIEGO CA 92130 1 05/23/97 00
450726054 05 07/01/97 0
450726054 O 06/01/12
0
1590220 560/560 F 226,000.00 ZZ
180 225,368.30 1
3040 TEMPLE KNOLLS 8.375 2,208.99 17
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STEAMBOAT SPRIN CO 80477 2 05/19/97 00
450726864 05 07/01/97 0
450726864 O 06/01/12
0
1590221 560/560 F 314,000.00 ZZ
180 312,054.79 1
185 ARROYO WAY 7.500 2,910.82 72
7.250 2,910.82 440,000.00
SAN JOSE CA 95112 5 05/13/97 00
450727201 05 07/01/97 0
450727201 O 06/01/12
0
1590222 560/560 F 344,000.00 ZZ
180 342,994.83 1
294 CEDAR VIEW DRIVE 7.875 3,262.67 79
7.625 3,262.67 440,000.00
PORT TOWNSEND WA 98368 2 05/14/97 00
450727268 05 07/01/97 0
450727268 O 06/01/12
0
1590223 560/560 F 244,250.00 ZZ
180 243,528.38 1
2880 SPRING CANYON ROAD 7.750 2,299.07 28
7.500 2,299.07 900,000.00
1
SANTA YNEZ CA 93460 2 05/20/97 00
450728639 05 07/01/97 0
450728639 O 06/01/12
0
1590224 560/560 F 340,000.00 T
180 339,070.67 1
113 LOST CREEK LANE UNIT 1 8.625 3,373.08 80
8.375 3,373.08 425,000.00
TELLURIDE CO 81435 1 05/28/97 00
450730510 01 07/01/97 0
450730510 O 06/01/12
0
1590225 560/560 F 230,600.00 ZZ
180 229,948.23 1
437 PARK BARRINGTON DRIVE 8.250 2,237.15 84
8.000 2,237.15 275,000.00
BARRINGTON IL 60010 2 05/22/97 21
450730601 03 07/01/97 20
450730601 O 06/01/12
0
1590226 560/560 F 997,500.00 ZZ
180 994,487.43 1
3110 NE 44TH STREET 7.500 9,246.95 63
7.250 9,246.95 1,600,000.00
FORT LAUDERDALE FL 33308 2 05/22/97 00
450730916 05 07/01/97 0
450730916 O 06/01/12
0
1590227 560/560 F 231,200.00 ZZ
180 230,575.10 1
4065 WINTERHAVEN STREET 8.750 2,310.73 80
8.500 2,310.73 290,000.00
YORBA LINDA CA 92686 2 05/23/97 00
450737788 05 07/01/97 0
450737788 O 06/01/12
0
1590265 069/G01 F 118,900.00 ZZ
180 118,900.00 1
3337 COBBLESTONE LANE 7.125 1,077.04 70
6.875 1,077.04 169,900.00
LA VERNE CA 91750 1 06/17/97 00
0430281493 03 08/01/97 0
2185122 O 07/01/12
0
1
1590352 E22/G01 F 97,000.00 ZZ
180 96,725.84 1
2117 ST. JOSEPH 8.250 941.04 74
8.000 941.04 132,000.00
WEST BLOOMFIELD MI 48324 2 05/20/97 00
0410366157 05 07/01/97 0
410366157 O 06/01/12
0
1590385 E22/G01 F 120,000.00 ZZ
180 119,668.31 1
9440 DYSON ROAD 8.500 1,181.69 68
8.250 1,181.69 177,000.00
BRANDYWINE MD 20613 5 05/28/97 00
0410406060 05 07/01/97 0
410406060 O 06/01/12
0
1590390 E22/G01 F 500,000.00 ZZ
180 498,617.97 1
1754 STONERIDGE 8.500 4,923.70 69
8.250 4,923.70 725,000.00
SALINE MI 48176 1 05/30/97 00
0410414064 05 07/01/97 0
410414064 O 06/01/12
0
1590497 623/623 F 169,000.00 T
180 168,455.13 1
15171 BRANSCOMB ROAD 6.750 1,495.50 65
6.500 1,495.50 260,000.00
BRANSCOMB CA 95417 1 04/30/97 00
6213714 05 07/01/97 0
6213714 O 06/01/12
0
1590686 491/491 F 443,850.00 ZZ
180 441,247.62 1
15 BOBBY JONES LANE 7.875 4,209.70 80
7.625 4,209.70 554,820.00
COTTO DE CAZA A CA 92679 1 04/16/97 00
62309773 03 06/01/97 0
62309773 O 05/01/12
0
1590750 356/G01 F 400,000.00 ZZ
180 400,000.00 1
1
250 GUADALUPE TERRACE 8.000 3,822.61 58
7.750 3,822.61 700,000.00
FREMONT CA 94539 1 06/23/97 00
0430281592 03 08/01/97 0
2416725 O 07/01/12
0
1590787 450/450 F 303,000.00 BB
180 302,162.49 1
3617 WALBRI DR 8.500 2,983.76 68
8.250 2,983.76 450,000.00
BLOOMFIELD TWP MI 48304 5 05/14/97 00
4282992 05 07/01/97 0
4282992 O 06/01/12
0
1590800 450/450 F 300,000.00 ZZ
180 299,133.04 1
3804 SILVER FALLS COURT 8.000 2,866.96 26
7.750 2,866.96 1,175,000.00
PLANO TX 75093 1 05/30/97 00
4304671 03 07/01/97 0
4304671 O 06/01/12
0
1591437 195/G01 F 308,000.00 T
180 308,000.00 1
DRAKE ROAD 8.125 2,965.68 80
7.875 2,965.68 385,000.00
PLEASANT VALLEY NY 12569 1 06/11/97 00
0430259044 05 08/01/97 0
53675 O 07/01/12
0
1591444 E22/G01 F 156,000.00 ZZ
180 155,568.81 1
43657 PERIGNON 8.500 1,536.19 68
8.250 1,536.19 230,000.00
STERLING HEIGHT MI 48310 2 05/29/97 00
0410395214 01 07/01/97 0
410395214 O 06/01/12
0
1591466 E22/G01 F 76,000.00 ZZ
180 75,780.37 1
6904 COLONIAL COURT 8.000 726.30 75
7.750 726.30 102,000.00
NORTH WALES PA 19454 2 05/27/97 00
0410385082 09 07/01/97 0
1
410385082 O 06/01/12
0
1591479 686/G01 F 40,000.00 ZZ
180 39,888.19 1
2121 WEST JUNEAU STREET 8.375 390.98 63
8.125 390.98 64,000.00
TAMPA FL 33604 5 05/19/97 00
0430255695 05 07/01/97 0
18280745 O 06/01/12
0
1591489 686/G01 F 70,000.00 ZZ
180 69,788.59 1
55 COSTAL DRIVE 7.500 648.91 59
7.250 648.91 120,000.00
NEPTUNE CITY NJ 07754 1 05/27/97 00
0430255968 05 07/01/97 0
0818257305 O 06/01/12
0
1591504 686/G01 F 100,000.00 ZZ
180 99,714.19 1
185 SENTER ROAD 8.125 962.89 63
7.875 962.89 160,000.00
SAN JOSE CA 95111 5 05/14/97 00
0430255869 05 07/01/97 0
18275174 O 06/01/12
0
1591514 686/G01 F 65,000.00 ZZ
180 64,803.26 1
31598 WEST NINE DRIVE 7.475 601.64 50
7.225 601.64 130,000.00
LAGUNA NIGUEL CA 92677 2 05/14/97 00
0430255885 05 07/01/97 0
17984107 O 06/01/12
0
1591631 F27/G01 F 306,400.00 ZZ
180 303,483.01 1
221 ROBERTS ROAD 7.000 2,754.01 80
6.750 2,754.01 383,000.00
PACIFICA CA 94044 1 04/02/97 00
0430259960 03 05/01/97 0
6250500 O 04/01/12
0
1
1591636 F27/G01 F 276,000.00 ZZ
180 275,184.57 1
10609 SPRINGVALE COURT 7.750 2,597.93 85
7.500 2,597.93 325,000.00
GREAT FALLS VA 20175 1 06/03/97 19
0430263517 05 07/01/97 12
6262257 O 06/01/12
0
1591683 F27/G01 F 428,000.00 ZZ
180 426,678.78 1
5140 DRIFTWOOD DRIVE 7.250 3,907.05 80
7.000 3,907.05 535,000.00
COMMERCE TOWNSH MI 48382 1 05/28/97 00
0430261941 05 07/01/97 0
6272496 O 06/01/12
0
1591740 E22/G01 F 164,500.00 T
180 164,045.31 1
1619 E BEACH DRIVE 8.500 1,619.90 70
8.250 1,619.90 235,000.00
LONG BEACH NC 28465 1 05/30/97 00
0410404230 05 07/01/97 0
410404230 O 06/01/12
0
1591821 E22/G01 F 210,000.00 ZZ
180 210,000.00 1
1371 SOUTH SAN MARINO AVENUE 8.000 2,006.87 45
7.750 2,006.87 469,000.00
SAN MARINO CA 91108 1 06/03/97 00
0410412886 05 08/01/97 0
410412886 O 07/01/12
0
1591823 E22/G01 F 128,000.00 T
180 128,000.00 1
775 LOWER PACIFIC DRIVE 7.625 1,195.69 50
7.375 1,195.69 258,000.00
SHELTER COVE CA 95589 2 06/09/97 00
0410373336 05 08/01/97 0
410373336 O 07/01/12
0
1591875 367/367 F 300,488.07 ZZ
159 299,389.28 1
1721 19TH STREET NW 7.625 3,008.14 62
7.375 3,008.14 490,000.00
1
WASHINGTON DC 20009 2 06/16/97 00
1254450 07 07/01/97 0
1254450 O 09/01/10
0
1592045 956/G01 F 400,000.00 ZZ
180 400,000.00 1
9720 ROYCE COURT 8.125 3,851.53 43
7.875 3,851.53 950,000.00
BEVERLY HILLS CA 90210 5 06/02/97 00
0430262287 03 08/01/97 0
5705214 O 07/01/12
0
1592053 267/267 F 586,500.00 ZZ
180 584,728.70 1
42882 IVY ST 7.500 5,436.93 66
7.250 5,436.93 900,000.00
MURRIETA CA 92562 5 05/15/97 00
4451677 05 07/01/97 0
4451677 O 06/01/12
0
1592063 267/267 F 396,000.00 ZZ
180 394,777.56 1
19144 MAYALL STREET 7.250 3,614.94 80
7.000 3,614.94 495,000.00
NORTHRIDGE CA 91324 1 05/21/97 00
4454845 05 07/01/97 0
4454845 O 06/01/12
0
1592079 267/267 F 412,000.00 ZZ
180 410,782.77 1
777 PANORAMA RD 7.750 3,878.06 59
7.500 3,878.06 700,000.00
PALM SPRINGS CA 92262 2 05/15/97 00
4453768 05 07/01/97 0
4453768 O 06/01/12
0
1592082 267/267 F 210,000.00 ZZ
180 210,000.00 1
1301 MILLS AVENUE 7.500 1,946.73 48
7.250 1,946.73 439,000.00
BURLINGAME CA 94010 5 05/27/97 00
4448137 05 08/01/97 0
4448137 O 07/01/12
0
1
1592110 F27/G01 F 307,500.00 ZZ
180 305,697.06 1
3005 FRANKLINS CHANCE DRIVE 7.875 2,916.49 75
7.625 2,916.49 410,000.00
FALLSTON MD 21047 1 05/01/97 00
0430260273 05 06/01/97 0
6264014 O 05/01/12
0
1592114 F27/G01 F 396,000.00 ZZ
180 394,855.61 1
10240 SUNDANCE COURT 8.000 3,784.39 90
7.750 3,784.39 440,000.00
POTOMAC MD 20854 1 05/22/97 19
0430262246 03 07/01/97 25
6259808 O 06/01/12
0
1592158 E22/G01 F 70,000.00 ZZ
180 70,000.00 1
534 94TH AVENUE NORTH 8.625 694.46 65
8.375 694.46 108,000.00
NAPLES FL 34108 1 06/09/97 00
0410403414 05 08/01/97 0
410403414 O 07/01/12
0
1592194 491/491 F 395,000.00 T
180 393,820.08 1
3815 LINCOLN AVENUE 7.625 3,689.82 77
7.375 3,689.82 515,000.00
DEPOE BAY OR 97341 1 05/14/97 00
62307681 05 07/01/97 0
62307681 O 06/01/12
0
1592227 686/G01 F 120,000.00 ZZ
180 120,000.00 1
102 BUCKINGHAM WAY 8.375 1,172.92 75
8.125 1,172.92 160,535.00
MT. LAUREL NJ 08054 1 06/02/97 00
0430258996 09 08/01/97 0
0818149817 O 07/01/12
0
1592237 F27/G01 F 310,000.00 ZZ
180 303,009.05 1
1
5801 WARWICK PLACE 7.000 2,786.37 50
6.750 2,786.37 620,000.00
CHEVY CHASE MD 20815 2 04/18/97 00
0430262170 05 06/01/97 0
6256119 O 05/01/12
0
1592256 A52/G01 F 462,000.00 ZZ
180 462,000.00 1
2045 SUGARLOAF CLUB DRIVE 7.875 4,381.84 70
7.625 4,381.84 660,000.00
DULUTH GA 30155 1 06/20/97 00
0430258491 03 08/01/97 0
UNKNOWN O 07/01/12
0
1592876 686/G01 F 272,000.00 ZZ
180 271,210.47 1
170 ERICA WAY 7.950 2,591.53 42
7.700 2,591.53 650,000.00
MENLO PARK CA 94028 5 05/20/97 00
0430259069 05 07/01/97 0
0818170599 O 06/01/12
0
1592907 686/G01 F 48,500.00 ZZ
180 48,500.00 1
5425 S FULTON-LUCAS RD 8.500 477.60 34
8.250 477.60 144,000.00
SWANTON OH 43558 2 05/30/97 00
0430258616 05 08/01/97 0
0818229460 O 07/01/12
0
1592921 686/G01 F 95,250.00 T
180 94,983.77 1
8880 E PARAISO DRIVE #109 8.375 931.00 69
8.125 931.00 138,075.00
SCOTTSDALE AZ 85255 1 05/20/97 00
0430258665 09 07/01/97 0
018369175 O 06/01/12
0
1593230 623/623 F 276,000.00 ZZ
180 275,231.57 1
9574 100TH STREET 8.500 2,717.89 77
8.250 2,717.89 359,450.00
ALTO MI 49302 1 05/02/97 00
901032 05 07/01/97 0
1
901032 O 06/01/12
0
1593232 623/623 F 250,000.00 ZZ
180 247,794.11 1
18 DORAL COVE 7.875 2,371.12 80
7.625 2,371.12 315,000.00
JACKSON TN 38305 1 03/20/97 00
914647 05 05/01/97 0
914647 O 04/01/12
0
1593233 623/623 F 280,000.00 ZZ
180 278,411.78 1
794 N ST JOSEPH ST UNIT 43 8.250 2,716.39 80
8.000 2,716.39 350,000.00
SUTTONS BAY MI 49682 1 04/21/97 00
915373 01 06/01/97 0
915373 O 05/01/12
0
1593234 623/623 F 270,000.00 ZZ
180 269,211.07 1
6681 BOXWOOD COURT 7.875 2,560.81 53
7.625 2,560.81 515,500.00
WEST BLOOMFIELD MI 48322 1 05/21/97 00
917143 01 07/01/97 0
917143 O 06/01/12
0
1593235 623/623 F 250,000.00 ZZ
180 249,293.40 1
523 S ENGEL 8.250 2,425.35 41
8.000 2,425.35 613,000.00
PARK RIDGE IL 60068 1 05/28/97 00
919868 05 07/01/97 0
919868 O 06/01/12
0
1593236 623/623 F 221,000.00 ZZ
180 219,732.49 1
113 WEST RIVERGLEN DRIVE 8.125 2,127.97 81
7.875 2,127.97 273,000.00
WORTHINGTON OH 43085 2 04/26/97 14
921436 05 06/01/97 6
921436 O 05/01/12
0
1
1593237 623/623 F 125,000.00 ZZ
180 124,290.97 1
441 STRATHMORE DRIVE 8.250 1,212.68 79
8.000 1,212.68 160,000.00
SHARPSBURG GA 30277 2 04/17/97 00
921564 03 06/01/97 0
921564 O 05/01/12
0
1593238 623/623 F 370,000.00 ZZ
180 367,901.27 1
510 ST JOHNS COURT 8.250 3,589.52 55
8.000 3,589.52 685,000.00
OAK BROOK IL 60521 2 04/25/97 00
922457 03 06/01/97 0
922457 O 05/01/12
0
1593239 623/623 F 349,000.00 ZZ
180 346,885.37 1
26621 EAST RIVER RD 7.500 3,235.27 37
7.250 3,235.27 950,000.00
GROSSE ILE MI 48138 2 04/11/97 00
922459 05 06/01/97 0
922459 O 05/01/12
0
1593240 623/623 F 325,000.00 ZZ
180 323,700.52 1
2585 SHADLOW TRAIL SE 8.125 3,129.37 79
7.875 3,129.37 412,000.00
ADA MI 49301 1 05/15/97 00
922490 05 07/01/97 0
922490 O 06/01/12
0
1593242 623/623 F 480,000.00 ZZ
180 477,277.33 1
8234 CASTLEHILL ROAD 8.250 4,656.67 80
8.000 4,656.67 600,000.00
HOOVER AL 35242 1 04/30/97 00
923296 03 06/01/97 0
923296 O 05/01/12
0
1593244 623/623 F 301,200.00 ZZ
180 300,348.69 1
1528 FAR HILLS DRIVE 8.250 2,922.06 68
8.000 2,922.06 445,000.00
1
BARTLETT IL 60103 2 05/16/97 00
926343 03 07/01/97 0
926343 O 06/01/12
0
1593245 623/623 F 291,400.00 ZZ
180 290,557.90 1
14835 TUMBLING FALLS COURT 8.000 2,784.77 90
7.750 2,784.77 323,800.00
HOUSTON TX 77062 1 05/15/97 04
926391 03 07/01/97 25
926391 O 06/01/12
0
1593246 623/623 F 270,600.00 ZZ
180 269,800.53 1
3111 LAKE SHORE DRIVE 7.750 2,547.09 80
7.500 2,547.09 338,300.00
EDINBURG TX 78539 1 05/23/97 00
927463 05 07/01/97 0
927463 O 06/01/12
0
1593247 623/623 F 245,000.00 ZZ
180 242,486.64 1
526 STRATFORD COURT #B 7.625 2,288.62 74
7.375 2,288.62 335,000.00
DEL MAR CA 92014 2 03/06/97 00
6210487 01 05/01/97 0
6210487 O 04/01/12
0
1593248 623/623 F 227,950.00 ZZ
180 226,642.63 1
2735 IRONGATE PLACE 8.125 2,194.89 80
7.875 2,194.89 284,950.00
THOUSAND OAKS CA 91362 1 04/28/97 00
6230565 05 06/01/97 0
6230565 O 05/01/12
0
1593249 623/623 F 370,000.00 ZZ
180 367,901.27 1
6332 NORTH 31ST STREET 8.250 3,589.52 70
8.000 3,589.52 530,000.00
PHOENIX AZ 85016 5 04/29/97 00
6235632 03 06/01/97 0
6235632 O 05/01/12
0
1
1593250 623/623 F 391,800.00 ZZ
180 386,204.77 1
11432 EAST DE LA O ROAD 8.125 3,772.58 80
7.875 3,772.58 489,784.00
SCOTTSDALE AZ 85255 4 04/16/97 00
6297625 03 06/01/97 0
6297625 O 05/01/12
0
1593352 623/623 F 80,500.00 ZZ
180 80,284.85 1
9440 SOUTH CENTRAL PARK AVENUE 8.875 810.51 70
8.625 810.51 115,000.00
EVERGREEN PARK IL 60805 1 05/27/97 00
922174 05 07/01/97 0
922174 O 06/01/12
0
1593354 623/623 F 70,700.00 T
180 70,316.43 1
1531 AVLEIGH CIRCLE 8.750 706.61 70
8.500 706.61 101,000.00
ORLANDO FL 32824 1 05/01/97 00
923260 03 06/01/97 0
923260 O 05/01/12
0
1593364 623/623 F 51,500.00 ZZ
180 51,357.65 1
476 NANCIE AVENUE 8.500 507.14 74
8.250 507.14 70,000.00
MERRITT ISLAND FL 32952 2 05/15/97 00
925802 05 07/01/97 0
925802 O 06/01/12
0
1593396 E22/G01 F 360,000.00 ZZ
180 360,000.00 1
21800 MACKENZIE AVENUE 8.125 3,466.38 80
7.875 3,466.38 450,000.00
YORBA LINDA CA 92687 2 06/10/97 00
0410453740 05 08/01/97 0
410453740 O 07/01/12
0
1593426 E22/G01 F 191,750.00 ZZ
180 191,750.00 1
1
2113 WALNUT CIRCLE 8.625 1,902.31 65
8.375 1,902.31 295,000.00
NORTHBROOK IL 60062 5 05/30/97 00
0410410922 05 08/01/97 0
410410922 O 07/01/12
0
1593634 686/G01 F 60,000.00 ZZ
180 59,826.60 1
2215 SEA BREEZE DRIVE 8.000 573.40 43
7.750 573.40 140,000.00
SAN DIEGO CA 92139 2 05/23/97 00
0430264523 05 07/01/97 0
18281719 O 06/01/12
0
1593730 686/G01 F 31,200.00 ZZ
180 31,200.00 1
7125 HARDISTY AVENUE 8.500 307.24 60
8.250 307.24 52,000.00
FORT WORTH TX 76118 1 06/03/97 00
0430259713 05 08/01/97 0
018288128 O 07/01/12
0
1593966 956/G01 F 245,000.00 ZZ
180 245,000.00 1
2720 PEACHWOOD COURT 7.875 2,323.70 70
7.625 2,323.70 353,000.00
SAN JOSE CA 95132 1 06/03/97 00
0430263582 05 08/01/97 0
2705227 O 07/01/12
0
1593974 975/G01 F 176,000.00 ZZ
180 176,000.00 1
15514 PINTURA DRIVE 7.500 1,631.51 80
7.250 1,631.51 220,000.00
HACIENDA HEIGHT CA 91745 1 06/10/97 00
0430265132 05 08/01/97 0
971090 O 07/01/12
0
1594105 686/G01 F 80,000.00 ZZ
180 80,000.00 1
39092 HUGHESVILLE ROAD 8.375 781.95 26
8.125 781.95 315,000.00
LEESBURG VA 20175 5 06/02/97 00
0430261800 05 08/01/97 0
1
018259913 O 07/01/12
0
1594113 686/G01 F 50,000.00 ZZ
180 50,000.00 1
6672 REMINGTON PLACE 8.250 485.08 31
8.000 485.08 163,349.00
LAKE WORTH FL 33463 1 06/12/97 00
0430261792 03 08/01/97 0
018343725 O 07/01/12
0
1594148 E22/G01 F 204,000.00 ZZ
180 204,000.00 1
30815 TIMBER BROOK LANE 8.500 2,008.87 69
8.250 2,008.87 297,000.00
BINGHAM FARMS MI 48025 2 06/06/97 00
0410396733 01 08/01/97 0
410396733 O 07/01/12
0
1594214 181/181 F 168,000.00 ZZ
180 167,509.10 1
130 AMBERWOOD DRIVE 7.875 1,593.40 45
7.625 1,593.40 377,600.00
FAYETTEVILLE GA 30215 2 05/16/97 00
5663440 05 07/01/97 0
5663440 O 06/01/12
0
1594217 E22/G01 F 161,250.00 ZZ
180 161,250.00 1
8700 NW 47TH DRIVE 7.750 1,517.81 75
7.500 1,517.81 215,000.00
CORAL SPRINGS FL 33067 2 06/06/97 00
0410384739 03 08/01/97 0
410384739 O 07/01/12
0
1594218 686/G01 F 450,000.00 ZZ
180 450,000.00 1
19091 BECKWITH TERRACE 7.750 4,235.75 80
7.500 4,235.75 565,000.00
IRVINE CA 92715 1 06/04/97 00
0430261891 03 08/01/97 0
018066599 O 07/01/12
0
1
1594251 E22/G01 F 108,000.00 ZZ
180 107,701.48 1
3359 FOXCROFT CIRCLE 8.500 1,063.52 70
8.250 1,063.52 155,065.00
OVIEDO FL 32765 1 05/14/97 00
0410352181 03 07/01/97 0
410352181 O 06/01/12
0
1594259 181/181 F 250,000.00 ZZ
180 249,293.39 1
2003 CANTERBURY PLACE 8.250 2,425.36 70
8.000 2,425.36 362,000.00
WHEATON IL 60187 1 05/15/97 00
5659761 05 07/01/97 0
5659761 O 06/01/12
0
1594305 E22/G01 F 100,000.00 ZZ
180 100,000.00 1
19 MOORLAND MANOR COURT 8.125 962.88 30
7.875 962.88 337,000.00
ST. LOUIS MO 63146 1 06/12/97 00
0410414007 05 08/01/97 0
410414007 O 07/01/12
0
1594391 106/106 F 450,000.00 ZZ
180 443,212.94 1
429-435 GREENWICH STREET #4C 7.750 4,235.75 62
7.500 4,235.75 725,806.00
NEW YORK NY 10013 1 01/29/97 00
7648892 06 03/01/97 0
7648892 O 02/01/12
0
1594392 106/106 F 300,000.00 T
180 297,381.74 1
13509 PHEASANT DRIVE 8.000 2,866.96 50
7.750 2,866.96 600,000.00
POTOMAC MD 20850 2 03/11/97 00
7748510 05 05/01/97 0
7748510 O 04/01/12
0
1594393 106/106 F 400,000.00 ZZ
180 397,602.70 1
5 CEDAR AVENUE 7.625 3,736.52 54
7.375 3,736.52 750,000.00
1
ALLENHURST NJ 07711 2 04/23/97 00
7758501 05 06/01/97 0
7758501 O 05/01/12
0
1594394 106/106 F 281,250.00 ZZ
180 279,582.77 1
10 ST JOHN DRIVE 7.750 2,647.34 75
7.500 2,647.34 375,000.00
HAWTHORN WOODS IL 60047 5 04/04/97 00
7761851 05 06/01/97 0
7761851 O 05/01/12
0
1594395 106/106 F 429,000.00 T
180 427,760.25 1
434 WINGED FOOT DRIVE 8.000 4,099.75 74
7.750 4,099.75 579,729.00
MCDONOUGH GA 30253 2 05/12/97 00
7779556 03 07/01/97 0
7779556 O 06/01/12
0
1594396 106/106 F 339,000.00 ZZ
180 338,009.44 1
853 W. DICKENS 7.875 3,215.25 63
7.625 3,215.25 539,000.00
CHICAGO IL 60614 1 05/09/97 00
7781552 05 07/01/97 0
7781552 O 06/01/12
0
1594397 106/106 F 500,000.00 ZZ
180 497,163.86 1
27029 MILES RIVER ROAD 8.250 4,850.71 79
8.000 4,850.71 640,000.00
EASTON MD 21601 1 04/25/97 00
7781842 05 06/01/97 0
7781842 O 05/01/12
0
1594398 106/106 F 775,000.00 ZZ
180 772,760.36 1
9 EVAN WAY 8.000 7,406.31 50
7.750 7,406.31 1,550,000.00
BALTIMORE MD 21208 2 05/21/97 00
7789431 05 07/01/97 0
7789431 O 06/01/12
0
1
1594399 106/106 F 456,000.00 ZZ
180 454,637.86 1
330 EAST 38TH STREET #7-N 7.625 4,259.64 80
7.375 4,259.64 570,000.00
NEW YORK NY 10016 1 05/16/97 00
7792476 06 07/01/97 0
7792476 O 06/01/12
0
1594407 686/G01 F 122,250.00 ZZ
180 122,250.00 1
4490 NEW HAVEN PLACE 8.250 1,186.00 75
8.000 1,186.00 163,000.00
SAN DIEGO CA 92117 2 06/04/97 00
0430266742 05 08/01/97 0
0818310005 O 07/01/12
0
1594470 E22/G01 F 80,000.00 ZZ
180 80,000.00 1
1705 TYSON RD 8.000 764.52 49
7.750 764.52 164,900.00
ST.CLOUD FL 34771 1 06/12/97 00
0410394647 05 08/01/97 0
410394647 O 07/01/12
0
1594492 195/G01 F 200,000.00 ZZ
180 200,000.00 1
287 TAINTOR DRIVE 7.500 1,854.03 43
7.250 1,854.03 470,001.00
SOUTHPORT CT 06490 1 06/19/97 00
0430264150 05 08/01/97 0
53718 O 07/01/12
0
1594562 439/G01 F 90,000.00 ZZ
180 90,000.00 1
38093 CROCUS LANE 8.000 860.09 75
7.750 860.09 120,000.00
PALM DESERT CA 92211 1 06/10/97 00
0430265512 01 08/01/97 0
19083153 O 07/01/12
0
1594651 956/G01 F 271,000.00 T
180 271,000.00 1
1
1388 NORTH LAKE BLVD 7.750 2,550.86 58
7.500 2,550.86 475,000.00
TAHOE CITY CA 96145 1 06/05/97 00
0430280230 01 08/01/97 0
3705177 O 07/01/12
0
1594746 267/G01 F 208,000.00 ZZ
180 206,766.97 1
5624 ARCH CREST DRIVE 7.750 1,957.86 70
7.500 1,957.86 300,000.00
LOS ANGELES CA 90043 2 04/22/97 00
0430265991 05 06/01/97 0
4447733 O 05/01/12
0
1594758 267/G01 F 210,000.00 ZZ
180 208,713.62 1
2024 CHARLEMAGNE AVENUE 7.375 1,931.84 75
7.125 1,931.84 280,000.00
LONG BEACH CA 90815 2 04/25/97 00
0430266049 05 06/01/97 0
4444947 O 05/01/12
0
1594776 267/G01 F 208,000.00 ZZ
180 206,666.33 1
627 CELESTIAL LANE 7.750 1,957.86 69
7.500 1,957.86 305,000.00
FOSTER CITY CA 94404 2 04/05/97 00
0430266064 09 06/01/97 0
4450671 O 05/01/12
0
1594788 267/G01 F 213,600.00 ZZ
180 212,954.90 1
411 S SPARKS ST 7.500 1,980.10 80
7.250 1,980.10 267,000.00
BURBANK CA 91506 1 04/25/97 00
0430266114 05 07/01/97 0
4451431 O 06/01/12
0
1594789 267/G01 F 347,900.00 ZZ
180 345,792.03 1
1303 SUNSET CLIFFS BLVD. 7.500 3,225.08 70
7.250 3,225.08 497,000.00
SAN DIEGO CA 92107 1 04/14/97 00
0430266122 05 06/01/97 0
1
4451114 O 05/01/12
0
1594997 E22/G01 F 95,000.00 ZZ
180 95,000.00 1
1179 WHITTIER AVENUE 7.875 901.03 46
7.625 901.03 211,000.00
TOMS RIVER NJ 08753 5 06/11/97 00
0410432611 05 08/01/97 0
410432611 O 07/01/12
0
1595188 077/077 F 232,000.00 ZZ
180 232,000.00 1
6627 CLOVERNOOK ROAD 7.875 2,200.40 80
7.625 2,200.40 290,000.00
MIDDLETON WI 53562 1 06/16/97 00
374904 05 08/01/97 0
374904 O 07/01/12
0
1595299 267/G01 F 242,400.00 ZZ
180 240,237.61 1
1232 CAMBERA LN 7.750 2,281.66 80
7.500 2,281.66 303,000.00
SANTA ANA CA 92705 1 03/24/97 00
0430266239 05 05/01/97 0
4436279 O 04/01/12
0
1595331 E22/G01 F 96,600.00 T
180 96,600.00 1
7218 NW 14TH AVENUE 8.500 951.26 70
8.250 951.26 138,000.00
GAINESVILLE FL 32605 1 06/10/97 00
0410442388 05 08/01/97 0
410442388 O 07/01/12
0
1595334 E22/G01 F 400,000.00 ZZ
180 400,000.00 1
8 EAST BELLEVIEW WAY 7.875 3,793.80 60
7.625 3,793.80 675,000.00
LITTLETON CO 80121 5 06/11/97 00
0410388805 09 08/01/97 0
410388805 O 07/01/12
0
1
1595410 267/G01 F 245,000.00 ZZ
180 238,729.61 1
1321 WILLSBROOK CT 7.375 2,253.82 63
7.125 2,253.82 390,000.00
WESTLAKE VILLAG CA 91361 2 03/21/97 00
0430266296 05 05/01/97 0
4438158 O 04/01/12
0
1595422 450/450 F 274,500.00 ZZ
180 274,500.00 1
611 LOCH CHALET COURT 8.125 2,643.11 90
7.875 2,643.11 305,000.00
ARLINGTON TX 76012 1 06/18/97 11
4303673 05 08/01/97 12
4303673 O 07/01/12
0
1595447 267/G01 F 255,550.00 ZZ
180 254,018.43 1
16144 ELZA DR 7.625 2,387.17 95
7.375 2,387.17 269,000.00
HACIENDA HEIGHT CA 91745 2 04/09/97 10
0430266346 03 06/01/97 25
4431855 O 05/01/12
0
1595473 267/G01 F 246,900.00 ZZ
180 244,624.39 1
1955 12TH AVENUE 7.375 2,271.30 73
7.125 2,271.30 340,000.00
SAN FRANCISCO CA 94116 2 02/27/97 00
0430267955 07 05/01/97 0
4440943 O 04/01/12
0
1595479 267/G01 F 227,000.00 ZZ
180 225,654.35 1
23014 ERWIN ST 7.750 2,136.70 36
7.500 2,136.70 640,000.00
WOODLAND HILLS CA 91367 2 04/18/97 00
0430267971 05 06/01/97 0
4444159 O 05/01/12
0
1595481 267/G01 F 350,000.00 ZZ
180 346,985.61 1
2228 W MAGILL AVENUE 7.500 3,244.55 70
7.250 3,244.55 500,000.00
1
FRESNO CA 93711 2 04/17/97 00
0430267989 05 06/01/97 0
4444086 O 05/01/12
0
1595484 267/G01 F 280,000.00 ZZ
180 278,303.43 1
933 KENTER WAY 7.500 2,595.64 44
7.250 2,595.64 650,000.00
LOS ANGELES CA 90049 5 04/03/97 00
0430268003 05 06/01/97 0
4438881 O 05/01/12
0
1595501 267/G01 F 220,000.00 ZZ
180 219,350.02 1
20557 HIAWATHA STREET 7.750 2,070.81 69
7.500 2,070.81 323,000.00
CHATSWORTH CA 91311 5 05/08/97 00
0430268037 05 07/01/97 0
4454154 O 06/01/12
0
1595515 267/G01 F 480,000.00 ZZ
180 478,581.87 1
197 WHISPERING TREES LANE 7.750 4,518.13 79
7.500 4,518.13 615,000.00
DANVILLE CA 94526 2 05/05/97 00
0430268078 05 07/01/97 0
4447555 O 06/01/12
0
1595563 686/G01 F 50,000.00 ZZ
180 49,858.67 1
151 NEWTON RD 8.250 485.08 63
8.000 485.08 80,000.00
RALEIGH NC 27615 1 05/29/97 00
0430267617 01 07/01/97 0
818280257 O 06/01/12
0
1595566 686/G01 F 255,000.00 ZZ
180 255,000.00 1
1958 LONGVIEW DRIVE 7.850 2,414.89 75
7.600 2,414.89 340,000.00
SAN LEANDRO CA 94577 1 06/10/97 00
0430267807 05 08/01/97 0
818173460 O 07/01/12
0
1
1595571 686/G01 F 100,000.00 ZZ
180 100,000.00 1
48-31 203RD STREET 7.800 944.15 52
7.550 944.15 195,000.00
BAYSIDE NY 11364 1 06/13/97 00
0430281543 05 08/01/97 0
0818301194 O 07/01/12
0
1595594 686/G01 F 58,253.00 ZZ
180 58,253.00 1
217 NE9 AVENUE 7.700 546.66 52
7.450 546.66 114,000.00
DEERFIELD BEACH FL 33441 2 06/10/97 00
0430268086 05 08/01/97 0
818364028 O 07/01/12
0
1595596 686/G01 F 134,500.00 ZZ
180 134,500.00 1
290 NORTH PEAK DR 8.000 1,285.36 69
7.750 1,285.36 195,000.00
ALPHARETTA GA 30202 5 06/09/97 00
0430268011 03 08/01/97 0
818342974 O 07/01/12
0
1595605 686/G01 F 275,000.00 ZZ
180 275,000.00 1
5810 SW120 AVE 7.750 2,588.51 63
7.500 2,588.51 440,000.00
MIAMI FL 33183 5 06/09/97 00
0430267906 05 08/01/97 0
818343618 O 07/01/12
0
1595628 686/G01 F 56,800.00 ZZ
180 56,800.00 1
6332 MONTPELIER ROAD 7.850 537.91 60
7.600 537.91 96,000.00
CHARLOTTE NC 28210 2 06/06/97 00
0430267831 05 08/01/97 0
818163768 O 07/01/12
0
1595635 686/G01 F 74,200.00 ZZ
180 73,990.28 1
1
2632 E CINNABAR AVENUE 8.250 719.85 69
8.000 719.85 108,000.00
PHOENIX AZ 85028 5 05/23/97 00
0430268136 05 07/01/97 0
818369431 O 06/01/12
0
1595659 181/181 F 190,000.00 ZZ
180 189,450.93 1
6 MOCKERNUT COURT 8.000 1,815.74 44
7.750 1,815.74 432,475.00
GREENSBORO NC 27455 1 06/06/97 00
181 05 07/01/97 0
181 O 06/01/12
0
1595690 E22/G01 F 105,750.00 ZZ
180 105,750.00 1
7121 KINGWOOD ROAD 7.500 980.32 75
7.250 980.32 141,000.00
LITTLE ROCK AR 72207 5 06/12/97 00
0410414650 05 08/01/97 0
410414650 O 07/01/12
0
1595757 830/830 F 620,900.00 T
180 620,900.00 1
350 DUNE CIRCLE 8.375 6,068.84 70
8.125 6,068.84 887,000.00
KAILUA HI 96734 2 06/16/97 00
1878248 05 08/01/97 0
1878248 O 07/01/12
0
1595796 926/926 F 165,000.00 ZZ
180 165,000.00 1
19 SANTA MARIA DRIVE 8.000 1,576.83 62
7.750 1,576.83 270,000.00
HILTON HEAD ISL SC 29926 2 06/16/97 00
UNKNOWN 03 08/01/97 0
UNKNOWN O 07/01/12
0
1595807 E22/G01 F 568,000.00 ZZ
180 568,000.00 1
31 OVERLEIGH ROAD 7.625 5,305.86 80
7.375 5,305.86 710,000.00
BERNARDSVILLE NJ 07924 1 06/19/97 00
0410433098 05 08/01/97 0
1
410433098 O 07/01/12
0
1595925 E66/E66 F 261,850.00 ZZ
180 261,850.00 1
4704 WHITE CHAPEL WAY 8.000 2,502.37 45
7.750 2,502.37 585,000.00
RALEIGH NC 27615 2 06/05/97 00
600326126 03 08/01/97 0
600326126 O 07/01/12
0
1595948 070/070 F 329,600.00 ZZ
180 322,870.51 1
1360 SOUTH PITKIN AVENUE 8.125 3,173.67 80
7.875 3,173.67 412,000.00
SUPERIOR CO 80027 1 11/27/96 00
3190148 03 01/01/97 0
3190148 O 12/01/11
0
1596052 E22/G01 F 50,000.00 ZZ
180 50,000.00 1
91 PRAIRIE DRIVE 8.625 496.04 28
8.375 496.04 180,000.00
ADDISON IL 60101 1 06/19/97 00
0410455323 05 08/01/97 0
410455323 O 07/01/12
0
1596053 439/439 F 55,000.00 ZZ
180 55,000.00 1
1102 OYSTER BAY DR. 8.700 548.08 38
8.450 548.08 145,000.00
SUGAR LAND TX 77478 1 06/16/97 00
1903325 03 08/01/97 0
1903325 O 07/01/12
0
1596055 439/439 F 343,900.00 ZZ
180 343,900.00 1
1717 EDGEWOOD ROAD 7.600 3,207.57 80
7.350 3,207.57 429,950.00
REDWOOD CITY CA 94062 1 06/18/97 00
1906672 05 08/01/97 0
1906672 O 07/01/12
0
1
1596087 E22/G01 F 42,700.00 ZZ
180 42,700.00 1
12018 RIVER BEND DRIVE 8.500 420.48 95
8.250 420.48 45,000.00
D'IBERVILLE MS 39532 1 06/17/97 10
0410432496 05 08/01/97 25
410432496 O 07/01/12
0
1596093 686/G01 F 90,000.00 ZZ
180 90,000.00 1
1008 HORIZON STREET 7.600 839.44 75
7.350 839.44 120,000.00
CALEXICO CA 92231 5 06/10/97 00
0430281337 05 08/01/97 0
0818326373 O 07/01/12
0
1596123 E22/G01 F 99,000.00 ZZ
180 99,000.00 1
591 LAKE COVEN COURT 8.000 946.10 51
7.750 946.10 195,000.00
LAKE MARY FL 32746 2 06/16/97 00
0410407506 03 08/01/97 0
410407506 O 07/01/12
0
1596125 E22/G01 F 52,000.00 ZZ
180 52,000.00 1
3118 LIVE OAK STREET 8.375 508.26 55
8.125 508.26 95,000.00
NAVARRE FL 32566 5 06/13/97 00
0410454102 05 08/01/97 0
410454102 O 07/01/12
0
1596138 E22/G01 F 220,000.00 ZZ
180 220,000.00 1
4955 NORTH CALLE ROBLEDA 8.250 2,134.31 80
8.000 2,134.31 275,000.00
AGOURA HILLS CA 91301 2 06/19/97 00
0410423917 05 08/01/97 0
410423917 O 07/01/12
0
1596186 686/G01 F 100,000.00 ZZ
180 100,000.00 1
7239 SANZA PLACE 7.750 941.28 58
7.500 941.28 172,500.00
1
RANCHO CUCAMONG CA 91701 2 06/09/97 00
0430278226 05 08/01/97 0
0818000937 O 07/01/12
0
1596272 956/G01 F 292,000.00 ZZ
180 292,000.00 1
3209 BAYSHORE DRIVE 8.250 2,832.81 80
8.000 2,832.81 365,000.00
WESTLAKE VILLAG CA 91361 1 06/23/97 00
0430281733 01 08/01/97 0
5706145 O 07/01/12
0
1596429 480/G01 F 80,000.00 ZZ
180 80,000.00 1
4019 TURQUOISE TRAIL 8.000 764.52 43
7.750 764.52 188,000.00
FT LAUDERDALE FL 33331 1 06/25/97 00
0430281386 03 08/01/97 0
2073963 O 07/01/12
0
1596490 686/G01 F 30,000.00 T
180 30,000.00 1
2024 SE 5TH STREET 8.250 291.05 17
8.000 291.05 178,000.00
DEERFIELD BEACH FL 33441 1 06/10/97 00
0430279166 09 08/01/97 0
818279507 O 07/01/12
0
1596499 686/G01 F 70,000.00 ZZ
180 70,000.00 1
1816 SE 23RD AVENUE 8.250 679.10 39
8.000 679.10 182,000.00
FT LAUDERDALE FL 33316 2 06/16/97 00
0430279471 05 08/01/97 0
818343659 O 07/01/12
0
1596503 076/076 F 300,000.00 ZZ
180 298,258.76 1
100 SOUTHBROOK ROAD 7.990 2,865.23 79
7.740 2,865.23 383,333.00
EAST LONGMEADOW MA 01028 1 04/30/97 00
1260553 05 06/01/97 0
1260553 O 05/01/12
0
1
1596505 076/076 F 225,000.00 ZZ
180 224,356.95 1
324 PEAKHAM ROAD 8.125 2,166.49 68
7.875 2,166.49 335,000.00
SUDBURY MA 01776 5 05/13/97 00
1274243 05 07/01/97 0
1274243 O 06/01/12
0
1596507 076/076 F 254,400.00 ZZ
180 253,648.39 1
609 GALLAND STREET 7.750 2,394.61 80
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PETALUMA CA 94952 1 05/07/97 00
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6096962 O 06/01/12
0
1596510 076/076 F 346,000.00 ZZ
180 344,080.49 1
14719 VALLEYHEART DRIVE 8.500 3,407.20 79
8.250 3,407.20 443,500.00
SHERMAN OAKS AR CA 91403 2 04/14/97 00
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7075316 O 05/01/12
0
1596511 076/076 F 700,000.00 ZZ
180 695,850.45 1
10140 WEST BROADVIEW DRIVE 7.750 6,588.93 74
7.500 6,588.93 950,000.00
BAY HARBOR ISLA FL 33154 1 04/29/97 00
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0
1596512 076/076 F 219,353.60 ZZ
180 218,109.37 1
1045 KINGSWAY LANE 8.250 2,128.04 80
8.000 2,128.04 274,192.00
TARPON SPRINGS FL 34689 1 05/16/97 00
7082704 03 06/01/97 0
7082704 O 05/01/12
0
1596513 076/076 F 276,000.00 ZZ
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1
1311 MOYER ROAD 7.625 2,578.20 80
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NEWPORT NEWS VA 23608 1 05/21/97 00
7084767 05 07/01/97 0
7084767 O 06/01/12
0
1596514 076/076 F 290,500.00 ZZ
180 289,651.16 1
8056 STEEPLECHASE DRIVE 7.875 2,755.25 70
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PALM BEACH GARD FL 33418 1 05/16/97 00
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7088329 O 06/01/12
0
1596515 076/076 F 277,000.00 ZZ
180 276,190.60 1
11820 SOUTH HIGHWAY 475 7.875 2,627.21 60
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OCALA FL 34474 5 05/16/97 00
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7090880 O 06/01/12
0
1596516 076/076 F 312,000.00 ZZ
180 311,088.33 1
26742 BRIDLEWOOD DRIVE 7.875 2,959.17 64
7.625 2,959.17 490,000.00
LAGUNA HILLS CA 92653 1 05/15/97 00
7092856 03 07/01/97 0
7092856 O 06/01/12
0
1596517 076/076 F 347,200.00 ZZ
180 345,164.30 1
2819 S HAYDEN STREET 7.875 3,293.02 80
7.625 3,293.02 434,000.00
AMARILLO TX 79109 1 04/30/97 00
8101542 05 06/01/97 0
8101542 O 05/01/12
0
1596518 076/076 F 310,000.00 ZZ
180 308,121.67 1
110 GREAT POND DRIVE 7.500 2,873.74 72
7.250 2,873.74 435,000.00
BOXFORD MA 01921 1 04/30/97 00
8121602 05 06/01/97 0
1
8121602 O 05/01/12
0
1596519 076/076 F 428,000.00 ZZ
180 426,763.14 1
6300 BELO HORIZONTE CIRCLE 8.000 4,090.19 80
7.750 4,090.19 535,000.00
AUSTIN TX 78731 1 05/22/97 00
8143932 05 07/01/97 0
8143932 O 06/01/12
0
1596520 076/076 F 270,000.00 ZZ
180 268,399.47 1
10622 S OXFORD 7.750 2,541.44 73
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TULSA OK 74137 2 04/14/97 00
8189812 05 06/01/97 0
8189812 O 05/01/12
0
1596521 076/076 F 246,400.00 ZZ
180 245,672.03 1
801 VANGUARD 7.750 2,319.30 80
7.500 2,319.30 308,000.00
AUSTIN TX 78734 2 05/28/97 00
8204282 05 07/01/97 0
8204282 O 06/01/12
0
1596522 076/076 F 276,000.00 T
180 275,202.40 1
742 CAMINO CATALINA 8.000 2,637.60 80
7.750 2,637.60 345,000.00
SOLANA BEACH CA 92075 1 04/29/97 00
8229802 03 07/01/97 0
8229802 O 06/01/12
0
1596524 076/076 F 245,000.00 T
180 244,307.54 1
N 7874 SHORE ACRES ROAD 8.250 2,376.84 73
8.000 2,376.84 340,000.00
LAKE MILLS WI 53551 2 06/02/97 00
8260282 05 07/01/97 0
8260282 O 06/01/12
0
1
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180 556,351.43 1
94 PIPERS WALK 7.750 5,252.32 80
7.500 5,252.32 697,500.00
SUGAR LAND TX 77479 1 05/14/97 00
8414012 03 07/01/97 0
8414012 O 06/01/12
0
1596527 076/076 F 340,000.00 ZZ
180 338,961.84 1
105 LEE LANE 7.375 3,127.74 80
7.125 3,127.74 426,900.00
MACON GA 31210 2 05/02/97 00
8418482 05 07/01/97 0
8418482 O 06/01/12
0
1596529 076/076 F 345,000.00 ZZ
180 343,980.72 1
4215 COCHRAN CHAPEL ROAD 7.750 3,247.40 56
7.500 3,247.40 620,000.00
DALLAS TX 75209 1 05/21/97 00
8421912 03 07/01/97 0
8421912 O 06/01/12
0
1596576 686/G01 F 160,000.00 ZZ
180 160,000.00 1
19321 NW8TH STREET 8.375 1,563.89 62
8.125 1,563.89 260,000.00
PEMBROKE PINES FL 33029 1 06/09/97 00
0430278978 03 08/01/97 0
0818341133 O 07/01/12
0
1596584 163/G01 F 342,000.00 ZZ
180 340,016.75 1
13881 INDIAN BLUFF ROAD 8.000 3,268.33 90
7.750 3,268.33 380,000.00
TEMPLE BELL COU TX 76502 4 04/25/97 04
0430280669 05 06/01/97 25
57193227 O 05/01/12
0
1596586 686/G01 F 150,000.00 ZZ
180 150,000.00 1
24 EAST LAKE DR 8.250 1,455.22 34
8.000 1,455.22 452,500.00
1
ANNAPOLIS MD 21403 1 06/04/97 00
0430278911 05 08/01/97 0
0818256935 O 07/01/12
0
1596589 163/G01 F 263,800.00 ZZ
180 262,320.16 1
12876 BRADSHAW 8.375 2,578.45 70
8.125 2,578.45 380,000.00
OVERLAND PARK KS 66213 2 04/23/97 00
0430280651 03 06/01/97 0
57382753 O 05/01/12
0
1596622 163/G01 F 232,000.00 ZZ
180 231,336.94 1
123 OAK LEAF LANE 8.125 2,233.89 80
7.875 2,233.89 290,000.00
LONGWOOD FL 32779 1 05/12/97 00
0430280479 03 07/01/97 0
57401029 O 06/01/12
0
1596708 180/180 F 248,800.00 ZZ
180 248,800.00 1
108 PARAGON COURT 8.250 2,413.71 80
8.000 2,413.71 311,000.00
AUSTIN TX 78734 1 06/02/97 00
4884672 03 08/01/97 0
4884672 O 07/01/12
0
1596717 180/180 F 251,750.00 ZZ
180 251,022.47 1
17432 NORTHEAST 136TH STREET 8.000 2,405.86 95
7.750 2,405.86 265,000.00
REDMOND WA 98052 1 05/22/97 10
7474877 03 07/01/97 25
7474877 O 06/01/12
0
1596725 180/180 F 308,650.00 ZZ
180 308,650.00 1
7891 SW 157 TERRACE 7.750 2,905.25 80
7.500 2,905.25 386,513.00
MIAMI FL 33157 1 06/05/97 00
4800819 05 08/01/97 0
4800819 O 07/01/12
0
1
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660 OLD HUNT WAY 7.375 2,340.29 80
7.125 2,340.29 318,000.00
HERNDON VA 20170 1 05/30/97 00
7487994 03 07/01/97 0
7487994 O 06/01/12
0
1596731 180/180 F 240,000.00 ZZ
180 239,298.72 1
9026 SPENCER COURT 7.875 2,276.28 93
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GILROY CA 95020 2 05/20/97 04
7479603 05 07/01/97 25
7479603 O 06/01/12
0
1596733 180/180 F 275,000.00 ZZ
180 274,196.45 1
584 SW REGENCY PLACE 7.875 2,608.24 58
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PORTLAND OR 97225 1 05/15/97 00
7470826 03 07/01/97 0
7470826 O 06/01/12
0
1596735 180/180 F 536,400.00 ZZ
180 536,400.00 1
8 SANTA LUCIA 7.875 5,087.49 70
7.625 5,087.49 766,345.00
ORINDA CA 94563 1 06/03/97 00
7480650 05 08/01/97 0
7480650 O 07/01/12
0
1596933 387/387 F 190,000.00 ZZ
180 189,444.82 1
3 WEST SHADY LANE 7.875 1,802.06 51
7.625 1,802.06 375,000.00
HOUSTON TX 77063 2 05/23/97 00
1122969 03 07/01/97 0
1122969 O 06/01/12
0
1596934 387/387 F 420,000.00 ZZ
180 417,564.43 1
1
12473 TITUS AVENUE 8.000 4,013.74 73
7.750 4,013.74 578,888.00
SARATOGA CA 95070 1 04/22/97 00
1100056 05 06/01/97 0
1100056 O 05/01/12
0
1596935 387/387 F 279,450.00 ZZ
180 277,775.18 1
5550 BAHIA MAR CIRCLE 7.625 2,610.43 90
7.375 2,610.43 310,500.00
STONE MOUNTAIN GA 30087 1 04/30/97 11
1095025 05 06/01/97 25
1095025 O 05/01/12
0
1596968 163/G01 F 338,000.00 ZZ
180 336,103.90 1
4020 ENSENADA AVENUE 8.375 3,303.71 80
8.125 3,303.71 422,500.00
MIAMI FL 33133 1 04/30/97 00
0430280545 05 06/01/97 0
574411190 O 05/01/12
0
1596971 163/G01 F 225,000.00 ZZ
180 224,371.10 1
2615 RIDGEWAY 8.375 2,199.21 90
8.125 2,199.21 250,000.00
ARDMORE OK 73401 1 05/29/97 04
0430280677 05 07/01/97 25
57488356 O 06/01/12
0
1596973 163/G01 F 576,000.00 ZZ
180 572,659.78 1
NO 3 OASIS AVENUE 8.000 5,504.56 73
7.750 5,504.56 790,000.00
ODESSA TX 79765 4 04/29/97 00
0430281154 03 06/01/97 0
57169921 O 05/01/12
0
1596977 163/G01 F 276,000.00 ZZ
180 274,417.04 1
9601 W 156TH ST 8.125 2,657.56 80
7.875 2,657.56 345,000.00
OVERLAND PARK KS 66221 1 04/25/97 00
0430281204 03 06/01/97 0
1
57343598 O 05/01/12
0
1596979 163/G01 F 255,000.00 ZZ
180 254,263.09 1
610 NORTHWEST 11TH AVENUE 8.000 2,436.91 62
7.750 2,436.91 413,525.00
PORTLAND OR 97209 1 05/02/97 00
0430281063 07 07/01/97 0
57217909 O 06/01/12
0
1596982 163/G01 F 361,000.00 ZZ
180 359,945.16 1
44 GOLDEN EAGLE LANE 7.875 3,423.90 77
7.625 3,423.90 470,000.00
LITTLETON CO 80127 2 05/21/97 00
0430281196 03 07/01/97 0
215732193 O 06/01/12
0
1596991 163/G01 F 300,000.00 ZZ
180 299,123.40 1
47 DARTMOUTH AVENUE 7.875 2,845.35 54
7.625 2,845.35 559,000.00
NEEDHAM MA 02192 1 05/05/97 00
0430281212 05 07/01/97 0
215683545 O 06/01/12
0
1596993 163/G01 F 323,800.00 ZZ
180 321,880.54 1
12051 LINCOLN AVENUE 7.750 3,047.85 65
7.500 3,047.85 503,718.00
CLIVE IA 50325 4 04/14/97 00
0430280933 05 06/01/97 0
57331678 O 05/01/12
0
1596998 163/G01 F 267,000.00 ZZ
180 265,369.90 1
1309 W 20TH STREET 7.875 2,532.36 79
7.625 2,532.36 340,000.00
YUMA AZ 85364 2 04/24/97 00
0430280925 05 06/01/97 0
57449719 O 05/01/12
0
1
1597001 163/G01 F 225,000.00 ZZ
180 224,335.26 1
254 WEST 11TH STREET 7.750 2,117.87 90
7.500 2,117.87 250,000.00
CLAREMONT CA 91711 1 05/02/97 14
0430280735 05 07/01/97 25
215688734 O 06/01/12
0
1597008 163/G01 F 325,000.00 ZZ
180 323,030.60 1
7 MALVERN ROAD 7.500 3,012.79 90
7.250 3,012.79 365,000.00
HOLMDEL NJ 07733 2 04/04/97 04
0430284547 05 06/01/97 25
372370204 O 05/01/12
0
1597085 A83/G01 F 283,000.00 ZZ
180 282,173.08 1
328 DUARTE COURT 7.875 2,684.11 84
7.625 2,684.11 340,000.00
MILPITAS CA 95035 2 05/15/97 14
0430284950 05 07/01/97 12
A83 O 06/01/12
0
1597143 181/181 F 295,000.00 ZZ
180 294,175.44 1
26764 MENOMINEE PLACE 8.375 2,883.41 60
8.125 2,883.41 498,000.00
RANCHO PALOS VE CA 90275 2 05/20/97 00
181 05 07/01/97 0
181 O 06/01/12
0
1597153 181/181 F 112,400.00 ZZ
180 112,067.93 1
3908 WILLIAMS DAIRY ROAD 7.750 1,057.99 80
7.500 1,057.99 140,500.00
GREENSBORO NC 27406 5 05/29/97 00
181 05 07/01/97 0
181 O 06/01/12
0
1597191 181/181 F 155,000.00 ZZ
180 154,542.06 1
5449 GROVE RIDGE WAY 7.750 1,458.98 66
NO 116 7.500 1,458.98 235,000.00
1
ROCKVILLE MD 20852 1 05/29/97 00
181 05 07/01/97 0
181 O 06/01/12
0
1597195 181/181 F 67,000.00 ZZ
180 66,553.65 1
1509 EVERGREEN STREET 8.375 654.88 58
8.125 654.88 116,000.00
MC HENRY IL 60050 2 04/25/97 00
181 05 06/01/97 0
181 O 05/01/12
0
1597296 736/G01 F 251,250.00 ZZ
180 251,250.00 1
636 MCCOY ROAD 7.875 2,382.98 75
7.625 2,382.98 335,000.00
BELT MT 59412 5 06/20/97 00
0430283499 05 08/01/97 0
523761 O 07/01/12
0
1597376 575/G01 F 235,000.00 ZZ
180 235,000.00 1
17 STONY BROOK ROAD 7.875 2,228.86 95
7.625 2,228.86 247,500.00
STONINGTON CT 06378 1 06/12/97 12
0430286674 05 08/01/97 30
972323129 O 07/01/12
0
1597379 575/G01 F 250,000.00 ZZ
180 250,000.00 1
17590 WHITE STONE DRIVE 8.125 2,407.21 60
7.875 2,407.21 420,000.00
TALL TIMBERS MD 20690 2 06/13/97 00
0430283788 05 08/01/97 0
972061778 O 07/01/12
0
1597447 H05/H05 F 167,500.00 T
180 167,500.00 1
287 PINE STREET 8.125 1,612.83 71
7.875 1,612.83 236,800.00
SANTA ROSA BEAC FL 32459 2 06/20/97 00
258809696 05 08/01/97 0
258809696 O 07/01/12
0
1
1599618 575/G01 F 236,000.00 ZZ
180 236,000.00 1
2103 ADDISON ROAD 7.750 2,221.41 57
7.500 2,221.41 420,000.00
HOUSTON TX 77030 1 06/06/97 00
0430283143 05 08/01/97 0
972316784 O 07/01/12
0
1599643 575/G01 F 284,000.00 ZZ
180 284,000.00 1
6 BONNIE LANE 7.375 2,612.58 80
7.125 2,612.58 355,000.00
MEDIA PA 19063 1 06/20/97 00
0430285114 03 08/01/97 0
972322493 O 07/01/12
0
1599714 225/225 F 335,000.00 ZZ
180 333,977.10 1
40 BLUEBERRY HILL 7.375 3,081.75 48
7.125 3,081.75 700,000.00
WILTON CT 06897 5 06/02/97 00
8048025 05 07/01/97 0
8048025 O 06/01/12
0
1599732 E82/G01 F 385,350.00 ZZ
180 385,350.00 1
7519 SOUTH FROG HOLLOW LA 7.625 3,599.67 75
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EVERGREEN CO 80439 2 06/27/97 00
0400043998 05 08/01/97 0
400043998 O 07/01/12
0
1599864 450/450 F 300,000.00 ZZ
180 300,000.00 1
45 WESTWIND 7.625 2,802.39 73
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GROSSE POINTE F MI 48236 1 06/25/97 00
4297792 05 08/01/97 0
4297792 O 07/01/12
0
1599865 225/225 F 300,000.00 ZZ
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1
301 TIDEPOINTE WAY 8.250 2,910.42 69
#3202 8.000 2,910.42 436,000.00
HILTON HEAD SC 29928 1 05/01/97 00
8379557 01 06/01/97 0
8379557 O 05/01/12
0
1599916 225/225 F 240,000.00 ZZ
180 239,306.43 1
859 BROADVIEW 8.000 2,293.57 64
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HIGHLAND PARK IL 60035 5 05/28/97 00
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8048218 O 06/01/12
0
1600106 369/G01 F 339,400.00 ZZ
180 338,440.72 1
510 FALL RIVER 8.250 3,292.66 49
8.000 3,292.66 700,000.00
HOUSTON TX 77024 2 05/28/97 00
0430286757 05 07/01/97 0
60610227 O 06/01/12
0
1600108 225/225 F 587,000.00 ZZ
180 585,246.55 1
2 PROCTOR STREET 7.625 5,483.35 50
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MANCHESTER MA 01944 1 05/30/97 00
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8047929 O 06/01/12
0
1600114 225/225 F 288,000.00 ZZ
180 287,167.73 1
9107 BROMPTON COURT 8.000 2,752.27 80
7.750 2,752.27 360,000.00
RALEIGH NC 27615 2 05/23/97 00
8380469 03 07/01/97 0
8380469 O 06/01/12
0
1600124 225/225 F 536,000.00 ZZ
180 533,281.35 1
6322 WESCATES COURT 8.000 5,122.29 80
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BRENTWOOD TN 37027 1 05/09/97 00
8377384 03 07/01/97 0
1
8377384 O 06/01/12
0
1600131 225/225 F 279,000.00 ZZ
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1009 GLENDALYN CIRCLE 7.625 2,606.23 80
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SPARTANBURG SC 29302 1 05/30/97 00
8048555 05 07/01/97 0
8048555 O 06/01/12
0
1600154 E22/G01 F 140,000.00 ZZ
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261 WARREN STREET 8.500 1,378.64 50
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LYNDHURST NJ 07071 1 06/27/97 00
0410380976 05 08/01/97 0
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0
1600236 686/G01 F 103,700.00 ZZ
180 103,700.00 1
122 MARLBORO COURT UNIT #46 8.250 1,006.04 73
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MARYVILLE TN 37803 2 06/19/97 00
0430285528 01 08/01/97 0
0818388480 O 07/01/12
0
1600290 686/G01 F 89,500.00 ZZ
180 89,500.00 1
1000 HORIZON STREET 7.650 837.33 75
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CALEXICO CA 92231 5 06/13/97 00
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818326381 O 07/01/12
0
1600555 686/G01 F 42,000.00 ZZ
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4560 SE ROARING BROOK DRIVE 7.700 394.14 75
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STUART FL 34997 1 06/24/97 00
0430284117 05 08/01/97 0
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0
1
1600560 686/G01 F 300,000.00 ZZ
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2544 CHICO RIVER ROAD 8.240 2,908.68 71
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CHICO CA 95928 1 06/11/97 00
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818250102 O 07/01/12
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1600613 696/G01 F 830,000.00 ZZ
180 830,000.00 1
2664 HALFWAY ROAD 7.750 7,812.59 70
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THE PLAINS VA 20198 1 06/30/97 00
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5011032 O 07/01/12
0
1600648 225/225 F 375,000.00 T
180 372,752.52 1
71 WINDTREE ROAD 7.625 3,502.99 70
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WINHALL VT 05340 1 05/01/97 00
8046778 05 06/01/97 0
8046778 O 05/01/12
0
1600654 225/225 F 257,000.00 ZZ
180 257,000.00 1
4624 CEDARHILL ROAD 7.750 2,419.08 68
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COCONUT CREEK FL 33066 2 06/05/97 00
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8049600 O 07/01/12
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1600656 074/074 F 1,000,000.00 ZZ
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155 LINCOLN ST 8.000 9,556.52 49
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1101199830 O 04/01/12
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1600657 074/074 F 291,000.00 ZZ
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10 SUNRISE LANE 7.875 2,759.99 60
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1
GREENBURGH NY 10583 1 04/10/97 00
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2285 HARRISON AVENUE 7.500 1,147.18 75
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121 BARLOW DRIVE SOUTH 7.750 2,353.19 75
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1106055644 O 05/01/12
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2262 PALMER AVENUE, APT #5A 8.875 387.64 70
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1111082996 O 03/01/12
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JERICHO NY 11753 2 02/19/97 00
1111087300 01 04/01/97 0
1111087300 O 03/01/12
0
1600662 074/074 F 195,000.00 ZZ
180 193,831.30 1
3020 CLUBHOUSE ROAD 7.625 1,821.56 67
7.375 1,821.56 295,000.00
MERRICK NY 11566 1 04/03/97 00
1111092322 05 06/01/97 0
1111092322 O 05/01/12
0
1
1600663 074/074 F 220,000.00 ZZ
180 218,695.85 1
170-37 LITHONIA AVE 7.750 2,070.81 80
7.500 2,070.81 275,000.00
FLUSHING NY 11365 1 04/23/97 00
1111093904 05 06/01/97 0
1111093904 O 05/01/12
0
1600664 074/074 F 161,250.00 ZZ
180 160,304.55 1
1041 BALLSTON LAKE ROAD 7.875 1,529.38 75
7.625 1,529.38 215,000.00
CLIFTON PARK NY 12065 1 04/02/97 00
1111096028 05 06/01/97 0
1111096028 O 05/01/12
0
1600665 074/074 F 45,000.00 ZZ
180 44,755.85 1
110-45 QUEENS BLVD #818 8.750 449.76 48
8.500 449.76 95,000.00
FOREST HILLS NY 11375 1 04/14/97 00
1111099751 11 06/01/97 0
1111099751 O 05/01/12
0
1600666 074/074 F 400,000.00 ZZ
180 397,780.91 1
4 PRIORY LANE 8.500 3,938.96 34
8.250 3,938.96 1,192,000.00
PELHAM MANOR NY 10803 1 04/16/97 00
1111102073 05 06/01/97 0
1111102073 O 05/01/12
0
1600667 074/074 F 252,800.00 T
180 251,301.41 1
2688 AQUETONG ROAD 7.750 2,379.55 78
7.500 2,379.55 325,000.00
NEW HOPE PA 18938 1 04/18/97 00
1114701482 05 06/01/97 0
1114701482 O 05/01/12
0
1600668 074/074 F 250,400.00 ZZ
180 248,041.70 1
1
119 BORTONS RD 7.125 2,268.20 80
6.875 2,268.20 313,000.00
MARLTON NJ 08053 1 03/31/97 00
1172135677 05 05/01/97 0
1172135677 O 04/01/12
0
1600669 074/074 F 416,000.00 ZZ
180 413,367.42 1
2543 FORTY SHILLING WY 7.000 3,739.13 80
6.750 3,739.13 520,000.00
SPRINGFIELD PA 18081 1 04/07/97 00
1175040453 05 06/01/97 0
1175040453 O 05/01/12
0
1600670 074/074 F 200,000.00 ZZ
180 198,865.55 1
1665 SOUTH MOLINO AVENUE 8.250 1,940.28 51
8.000 1,940.28 398,000.00
SAN MARINO CA 91108 1 04/10/97 00
1233008252 05 06/01/97 0
1233008252 O 05/01/12
0
1600671 074/074 F 275,000.00 ZZ
180 272,465.42 1
4342 CEDARDALE DRIVE 7.375 2,529.79 75
7.125 2,529.79 370,000.00
MOORPARK CA 93021 2 03/21/97 00
1233009164 03 05/01/97 0
1233009164 O 04/01/12
0
1600672 074/074 F 500,000.00 ZZ
180 484,445.59 1
8 PELICAN POINT DRIVE 8.000 4,778.26 33
7.750 4,778.26 1,550,000.00
NEWPORT BEACH CA 92657 2 02/13/97 00
1236002285 03 04/01/97 0
1236002285 O 03/01/12
0
1600673 074/074 F 381,500.00 ZZ
180 378,096.76 1
350 SOUTH OCEAN BLVD UNIT 10D 7.750 3,590.97 70
7.500 3,590.97 545,000.00
BOCA RATON FL 33432 1 03/31/97 00
1301122704 01 05/01/97 0
1
1301122704 O 04/01/12
0
1600674 074/074 F 59,250.00 ZZ
180 58,917.62 1
700 SW 3RD AVE 8.375 579.13 75
8.125 579.13 79,000.00
BOYNTON BEACH FL 33426 1 04/18/97 00
1301124095 05 06/01/97 0
1301124095 O 05/01/12
0
1600675 074/074 F 600,000.00 T
180 596,482.09 1
11756 LAKE HOUSE COURT 7.875 5,690.70 45
7.625 5,690.70 1,350,000.00
NORTH PALM BEAC FL 33408 1 04/15/97 00
1301124200 03 06/01/97 0
1301124200 O 05/01/12
0
1600676 074/074 F 53,000.00 ZZ
180 52,689.25 1
20350 W COUNTRY CLUB DR 7.875 502.68 63
7.625 502.68 85,000.00
NORTH MIAMI BEA FL 33180 5 04/11/97 00
1312027964 01 06/01/97 0
1312027964 O 05/01/12
0
1600677 074/074 F 36,000.00 ZZ
180 35,788.93 1
2851 NE 183 ST APT 2212 7.875 341.44 48
7.625 341.44 76,000.00
NORTH MIAMI BEA FL 33160 1 04/22/97 00
1312027975 01 06/01/97 0
1312027975 O 05/01/12
0
1600678 074/074 F 500,000.00 ZZ
180 497,036.04 1
40057 NORTH 107TH STREET 7.750 4,706.38 67
7.500 4,706.38 750,000.00
SCOTTSDALE AZ 85262 1 04/07/97 00
1497002839 03 06/01/97 0
1497002839 O 05/01/12
0
1
1600679 074/074 F 314,000.00 ZZ
180 311,137.22 1
5 BERKLEY COURT 7.500 2,910.82 78
7.250 2,910.82 405,000.00
BRIARCLIFF MANO NY 10510 2 03/27/97 00
1500292575 03 05/01/97 0
1500292575 O 04/01/12
0
1600680 074/074 F 260,000.00 ZZ
180 258,458.74 1
16 OVERHILL DRIVE 7.750 2,447.32 65
7.500 2,447.32 400,000.00
NORTH BRUNSWICK NJ 08902 5 04/01/97 00
1500293090 05 06/01/97 0
1500293090 O 05/01/12
0
1600681 074/074 F 105,000.00 ZZ
180 104,053.26 1
7 PINE RIDGE STREET 7.750 988.34 75
7.500 988.34 140,000.00
NEW BEDFORD MA 02740 2 03/26/97 00
1500297896 05 05/01/97 0
1500297896 O 04/01/12
0
1600682 074/074 F 275,000.00 ZZ
180 272,492.81 1
1066 NORTH POINTE CIRCLE 7.500 2,549.28 52
7.250 2,549.28 530,000.00
SHREVEPORT LA 71106 2 03/27/97 00
1502040449 05 05/01/97 0
1502040449 O 04/01/12
0
1600683 074/074 F 246,200.00 ZZ
180 244,772.28 1
7272 WESTMORELAND DRIVE 8.000 2,352.82 77
7.750 2,352.82 320,000.00
ST LOUIS MO 63130 2 04/16/97 00
1502091632 03 06/01/97 0
1502091632 O 05/01/12
0
1600684 074/074 F 400,000.00 ZZ
180 396,470.54 1
900 VISTA MIA COURT 7.875 3,793.80 75
7.625 3,793.80 535,000.00
1
EL PASO TX 79922 2 03/19/97 00
1504102922 05 05/01/97 0
1504102922 O 04/01/12
0
1600685 074/074 F 284,000.00 ZZ
180 280,611.13 1
902 LAKE BREEZE DRIVE 7.750 2,673.22 80
7.500 2,673.22 355,000.00
HIGHLAND VILLAG TX 75067 1 02/12/97 00
1504104509 03 04/01/97 0
1504104509 O 03/01/12
0
1600686 074/074 F 388,000.00 ZZ
180 384,538.76 1
15019 SOUTH 6TH PLACE 7.750 3,652.16 80
7.500 3,652.16 485,000.00
PHOENIX AZ 85048 5 03/03/97 00
1504106581 03 05/01/97 0
1504106581 O 04/01/12
0
1600687 074/074 F 309,000.00 ZZ
180 306,213.30 1
3140 PURDUE STREET 7.625 2,886.46 49
7.375 2,886.46 635,000.00
UNIVERSITY PARK TX 75225 2 04/02/97 00
1504112198 05 05/01/97 0
1504112198 O 04/01/12
0
1600688 074/074 F 340,000.00 ZZ
180 336,966.98 1
517 VINTAGE TRAIL 7.750 3,200.34 80
7.500 3,200.34 425,000.00
WAUKEE IA 50263 2 03/31/97 00
1505034985 05 05/01/97 0
1505034985 O 04/01/12
0
1600689 074/074 F 44,250.00 ZZ
180 43,880.46 1
6675 EMCH ROAD 8.500 435.75 75
8.250 435.75 59,000.00
WALBRIDGE OH 43465 1 03/31/97 00
1507233530 05 05/01/97 0
1507233530 O 04/01/12
0
1
1600690 074/074 F 58,000.00 ZZ
180 57,283.71 1
12912 55TH AVENUE SE 8.500 571.15 35
8.250 571.15 167,000.00
EVERETT WA 98208 5 03/20/97 00
1507238126 05 05/01/97 0
1507238126 O 04/01/12
0
1600691 074/074 F 145,840.00 ZZ
180 144,608.53 1
4240 LAKESIDE DRIVE 8.375 1,425.48 61
8.125 1,425.48 240,000.00
COPLAY PA 18037 2 03/26/97 00
1507241211 05 05/01/97 0
1507241211 O 04/01/12
0
1600692 074/074 F 308,000.00 ZZ
180 305,370.39 1
1428 KINGSMILL COURT 8.250 2,988.04 80
8.000 2,988.04 385,000.00
COPPELL TX 75244 1 03/26/97 00
1509953370 03 05/01/97 0
1509953370 O 04/01/12
0
1600693 074/074 F 300,000.00 ZZ
180 297,143.94 1
11 GRANDVIEW DRIVE 7.000 2,696.49 90
6.750 2,696.49 334,000.00
SHALIMAR FL 32579 1 03/13/97 19
1511090357 05 05/01/97 25
1511090357 O 04/01/12
0
1600694 074/074 F 1,100,000.00 ZZ
180 1,090,399.77 1
1 PINE HOLLOW 8.000 10,512.17 69
7.750 10,512.17 1,600,000.00
NEWNAN GA 30263 2 03/24/97 00
1511090460 03 05/01/97 0
1511090460 O 04/01/12
0
1600695 074/074 F 63,000.00 ZZ
180 62,444.09 1
1
3117 PEACHTREE CIRCLE 7.875 597.53 40
7.625 597.53 158,000.00
DAVIE FL 33328 5 03/24/97 00
1511091917 03 05/01/97 0
1511091917 O 04/01/12
0
1600696 074/074 F 40,000.00 T
180 39,643.17 1
947 DOGWOOD TRAIL 7.750 376.51 58
7.500 376.51 70,000.00
HIAWASEE GA 30546 1 03/24/97 00
1511097470 05 05/01/97 0
1511097470 O 04/01/12
0
1600697 074/074 F 56,000.00 ZZ
180 55,436.56 1
4309 WYO ROAD 7.875 531.13 70
7.625 531.13 81,000.00
YADKINVILLE NC 27055 2 03/20/97 00
1511098745 05 05/01/97 0
1511098745 O 04/01/12
0
1600698 074/074 F 101,250.00 ZZ
180 100,366.34 1
11531 SW 142 PLACE 8.000 967.60 75
7.750 967.60 135,000.00
MIAMI FL 33186 1 03/27/97 00
1511105250 05 05/01/97 0
1511105250 O 04/01/12
0
1600699 074/074 F 343,900.00 ZZ
180 341,861.38 1
2620 HOLCOMB LANE 7.750 3,237.05 59
7.500 3,237.05 585,000.00
RENO NV 89511 5 04/10/97 00
1512086479 05 06/01/97 0
1512086479 O 05/01/12
0
1600700 074/074 F 240,000.00 ZZ
180 236,525.20 1
1150 KOONTZ LANE 8.250 2,328.34 80
8.000 2,328.34 300,000.00
CARSON CITY NV 89701 2 03/28/97 00
1512091220 05 05/01/97 0
1
1512091220 O 04/01/12
0
1600701 074/074 F 367,000.00 T
180 361,388.34 1
414 SAGE ROAD UNIT 4 7.500 3,402.14 59
7.250 3,402.14 627,000.00
KETCHUM ID 83340 2 01/29/97 00
1513103610 01 03/01/97 0
1513103610 O 02/01/12
0
1600702 074/074 F 238,350.00 ZZ
180 236,200.45 1
4305 ST ANDREWS DRIVE 7.625 2,226.50 80
7.375 2,226.50 300,000.00
PUEBLO CO 81001 1 03/14/97 00
1513107280 05 05/01/97 0
1513107280 O 04/01/12
0
1600703 074/074 F 300,000.00 ZZ
180 297,294.47 1
2211 11TH AVENUE EAST 7.625 2,802.39 80
7.375 2,802.39 375,000.00
SEATTLE WA 98102 2 03/14/97 00
1513115390 05 05/01/97 0
1513115390 O 04/01/12
0
1600704 074/074 F 275,000.00 ZZ
180 272,519.92 1
32320 VALLEY VIEW DR 7.625 2,568.86 37
7.375 2,568.86 760,000.00
STEAMBOAT SPRIN CO 80487 5 03/26/97 00
1513116189 05 05/01/97 0
1513116189 O 04/01/12
0
1600705 074/074 F 280,000.00 ZZ
180 278,358.31 1
4945 WEST OLD OAK LANE 7.875 2,655.66 64
7.625 2,655.66 439,000.00
HIGHLAND UT 84003 2 03/31/97 00
1513119223 05 06/01/97 0
1513119223 O 05/01/12
0
1
1600706 074/074 F 230,000.00 ZZ
180 228,636.59 1
4077 COLONIAL ROAD 7.750 2,164.93 89
7.500 2,164.93 260,000.00
ROSEBURG OR 97470 1 04/08/97 11
1513122498 05 06/01/97 25
1513122498 O 05/01/12
0
1600707 074/074 F 650,000.00 ZZ
180 646,146.85 1
1439 CIRCLE RIDGE DRIVE 7.750 6,118.29 80
7.500 6,118.29 820,000.00
AUSTIN TX 78746 2 04/07/97 00
1520003954 05 06/01/97 0
1520003954 O 05/01/12
0
1600708 074/074 F 400,000.00 ZZ
180 397,680.41 1
8307 CLUB RIDGE DRIVE 8.000 3,822.61 46
7.750 3,822.61 875,000.00
AUSTIN TX 78735 1 04/15/97 00
1520007922 03 06/01/97 0
1520007922 O 05/01/12
0
1600709 074/074 F 628,000.00 ZZ
180 620,587.36 1
202 GLENNVILLE COURT 7.875 5,956.27 80
7.625 5,956.27 785,000.00
HOUSTON TX 77024 1 02/13/97 00
1521031831 03 04/01/97 0
1521031831 O 03/01/12
0
1600710 074/074 F 260,000.00 ZZ
180 256,829.50 1
4780 LAKESIDE WAY 7.500 2,410.23 80
7.250 2,410.23 325,000.00
FAIR OAKS CA 95628 1 02/06/97 00
1550000478 05 04/01/97 0
1550000478 O 03/01/12
0
1600711 074/074 F 350,000.00 ZZ
180 347,947.88 1
1516 E BRITTON ROAD 7.875 3,319.58 77
7.625 3,319.58 460,000.00
1
OKLAHOMA CITY OK 73131 2 04/16/97 00
1563145961 05 06/01/97 0
1563145961 O 05/01/12
0
1600712 074/074 F 337,000.00 ZZ
180 335,024.10 1
7206 93RD AVENUE SOUTHEAST 7.875 3,196.28 67
7.625 3,196.28 505,000.00
MERCER ISLAND WA 98040 5 04/04/97 00
1565156299 05 06/01/97 0
1565156299 O 05/01/12
0
1600713 074/074 F 300,000.00 ZZ
180 297,549.67 1
547 NORTH SHORE ROAD 8.750 2,998.35 53
8.500 2,998.35 575,000.00
LAKE OSWEGO OR 97035 5 03/24/97 00
1565156470 05 05/01/97 0
1565156470 O 04/01/12
0
1600714 074/074 F 88,000.00 ZZ
180 86,961.26 1
3222 COTTONVILLE ROAD 7.875 834.64 80
7.625 834.64 110,000.00
GRANT AL 35747 5 02/21/97 00
1566091133 05 04/01/97 0
1566091133 O 03/01/12
0
1600715 074/074 F 47,200.00 ZZ
180 46,796.91 1
105 HORSE CREEK ROAD 8.250 457.91 80
8.000 457.91 59,000.00
MILL SPRING NC 28756 5 03/31/97 00
1566092919 05 05/01/97 0
1566092919 O 04/01/12
0
1600716 074/074 F 150,150.00 ZZ
180 148,868.06 1
4609 CLEARLAKE DRIVE 8.250 1,456.67 64
8.000 1,456.67 236,000.00
METAIRIE LA 70006 5 03/25/97 00
1566093988 05 05/01/97 0
1566093988 O 04/01/12
0
1
1600717 074/074 F 28,000.00 T
180 27,842.93 1
2125 EAST YALE STREET 8.375 273.68 70
8.125 273.68 40,000.00
PHOENIX AZ 85006 1 04/01/97 00
1569157770 05 06/01/97 0
1569157770 O 05/01/12
0
1600718 074/074 F 476,500.00 ZZ
180 473,885.78 1
16687 NORTH 111TH STREET 8.625 4,727.27 80
8.375 4,727.27 595,661.00
SCOTTSDALE AZ 85259 1 04/16/97 00
1569165542 03 06/01/97 0
1569165542 O 05/01/12
0
1600719 074/074 F 51,700.00 ZZ
180 51,062.67 1
1429 SANDHURST DRIVE EAST 7.375 475.61 50
7.125 475.61 104,400.00
MAPLEWOOD MN 55109 1 02/14/97 00
1576037644 05 04/01/97 0
1576037644 O 03/01/12
0
1600720 074/074 F 90,000.00 ZZ
180 89,214.52 1
1097 MATHIS FERRY ROAD 8.000 860.09 54
7.750 860.09 168,500.00
MOUNT PLEASANT SC 29464 1 03/28/97 00
1577064245 03 05/01/97 0
1577064245 O 04/01/12
0
1600721 074/074 F 244,900.00 T
180 242,854.81 1
6306 HAMPTON PLACE NORTH 8.500 2,411.63 70
8.250 2,411.63 349,900.00
HILTON HEAD ISL SC 29928 1 03/31/97 00
1577069792 01 05/01/97 0
1577069792 O 04/01/12
0
1600722 074/074 F 192,000.00 ZZ
180 189,708.93 1
1
6798 BUGLE COURT 7.750 1,807.25 80
7.500 1,807.25 240,000.00
BOULDER CO 80301 5 02/06/97 00
1579042491 03 04/01/97 0
1579042491 O 03/01/12
0
1600723 074/074 F 113,600.00 ZZ
180 112,640.76 1
1055 KOHL STREET 8.375 1,110.36 80
8.125 1,110.36 142,000.00
BROOMFIELD CO 80020 5 03/27/97 00
1579044373 05 05/01/97 0
1579044373 O 04/01/12
0
1600724 074/074 F 356,200.00 ZZ
180 354,157.07 1
219 EAST CANYON 8.125 3,429.79 75
7.875 3,429.79 475,000.00
KETCHUM ID 83340 5 04/10/97 00
1579046426 05 06/01/97 0
1579046426 O 05/01/12
0
1600725 074/074 F 55,900.00 ZZ
180 54,938.28 1
5 BRIDGHAM STREET 8.750 558.70 70
8.500 558.70 80,000.00
EAST PROVIDENCE RI 02916 2 03/31/97 00
1580049250 05 05/01/97 0
1580049250 O 04/01/12
0
1600726 074/074 F 56,550.00 ZZ
180 55,929.39 1
4036 MIAMI AVENUE 8.750 565.19 65
8.500 565.19 87,000.00
LORAIN OH 44053 5 02/13/97 00
1581088101 05 04/01/97 0
1581088101 O 03/01/12
0
1600727 074/074 F 65,200.00 ZZ
180 64,421.96 1
2152 SOUTH RITTER AVENUE 7.750 613.72 76
7.500 613.72 86,000.00
INDIANAPOLIS IN 46203 5 02/21/97 00
1581088360 05 04/01/97 0
1
1581088360 O 03/01/12
0
1600728 074/074 F 85,000.00 ZZ
180 84,485.58 1
2975 LOTUS COURT 8.625 843.27 63
8.375 843.27 135,000.00
STERLING HEIGHT MI 48310 1 04/10/97 00
1581090384 05 06/01/97 0
1581090384 O 05/01/12
0
1600729 074/074 F 528,000.00 ZZ
180 524,794.56 1
14301 EAST 113TH STREET 7.750 4,969.94 22
7.500 4,969.94 2,481,250.00
FALL CREEK IN 46040 1 04/14/97 00
1581093586 05 06/01/97 0
1581093586 O 05/01/12
0
1600730 074/074 F 68,000.00 ZZ
180 67,419.43 1
1604 NORTH ENGLEWOOD 8.250 659.70 80
8.000 659.70 85,000.00
INDIANAPOLIS IN 46219 5 03/25/97 00
1581093757 05 05/01/97 0
1581093757 O 04/01/12
0
1600731 074/074 F 75,000.00 ZZ
180 74,555.39 1
908 HILLDALE LANE 7.750 705.96 27
7.500 705.96 285,000.00
BUFFALO GROVE IL 60089 5 04/07/97 00
1583042917 05 06/01/97 0
1583042917 O 05/01/12
0
1600732 074/074 F 112,500.00 ZZ
180 111,260.73 1
10171 HIGH RIDGE ROAD 8.750 1,124.38 71
8.500 1,124.38 159,000.00
LAUREL MD 20723 2 02/24/97 00
1587057916 05 04/01/97 0
1587057916 O 03/01/12
0
1
1600733 074/074 F 255,500.00 ZZ
180 253,270.10 1
410 RIVER ROAD 8.000 2,441.70 79
7.750 2,441.70 327,000.00
CHESTERTOWN MD 21620 5 03/26/97 00
1587059332 05 05/01/97 0
1587059332 O 04/01/12
0
1600734 074/074 F 88,000.00 ZZ
180 87,214.95 1
900 BOOKER DRIVE 7.750 828.33 80
7.500 828.33 110,000.00
CAPITOL HEIGHTS MD 20743 5 03/26/97 00
1587061301 05 05/01/97 0
1587061301 O 04/01/12
0
1600735 074/074 F 1,000,000.00 ZZ
180 993,940.86 1
969 ARAPAHOE TRAIL 7.500 9,270.13 50
7.250 9,270.13 2,000,000.00
FRANKLIN LAKES NJ 07417 5 04/01/97 00
1587061709 05 06/01/97 0
1587061709 O 05/01/12
0
1600736 074/074 F 140,000.00 ZZ
180 138,780.58 1
1041 FITCH ROAD 8.125 1,348.04 80
7.875 1,348.04 175,000.00
SOUTHAMPTON PA 18966 5 03/24/97 00
1587061833 05 05/01/97 0
1587061833 O 04/01/12
0
1600737 074/074 F 48,300.00 T
180 47,742.18 1
21 EDMUND ROAD 8.125 465.08 70
7.875 465.08 69,000.00
HOLLYWOOD FL 33023 1 02/26/97 00
1589097489 05 04/01/97 0
1589097489 O 03/01/12
0
1600738 074/074 F 30,400.00 ZZ
180 30,140.43 1
150 PINEVIEW ROAD UNIT #B-2 8.250 294.93 80
8.000 294.93 38,000.00
1
JUPITER FL 33469 2 03/28/97 00
1589098459 01 05/01/97 0
1589098459 O 04/01/12
0
1600739 074/074 F 61,000.00 ZZ
180 60,479.20 1
11020 SW 42 TERRACE 8.250 591.79 61
8.000 591.79 100,000.00
MIAMI FL 33165 5 03/27/97 00
1589100765 05 05/01/97 0
1589100765 O 04/01/12
0
1600740 074/074 F 459,300.00 ZZ
180 456,577.30 1
6760 ANDOVER LANE 7.750 4,323.28 80
(WESTCHESTER AREA) 7.500 4,323.28 574,129.00
LOS ANGELES CA 90045 1 04/11/97 00
1595029439 05 06/01/97 0
1595029439 O 05/01/12
0
1600741 074/074 F 200,000.00 ZZ
180 197,715.41 1
19611 EAST COVINA HILLS ROAD 8.250 1,940.29 66
8.000 1,940.29 305,000.00
COVINA CA 91724 5 02/04/97 00
1596022683 05 04/01/97 0
1596022683 O 03/01/12
0
1600742 074/074 F 250,000.00 ZZ
180 248,550.24 1
411 LEMON GROVE LANE 8.000 2,389.14 63
7.750 2,389.14 400,000.00
SANTA BARBARA CA 93108 5 04/10/97 00
1596025353 05 06/01/97 0
1596025353 O 05/01/12
0
1600743 074/074 F 322,500.00 ZZ
180 320,710.85 1
4108 EAST HILLCREST DRIVE 8.500 3,175.79 75
8.250 3,175.79 430,000.00
THOUSAND OAKS CA 91362 5 04/02/97 00
1596026094 05 06/01/97 0
1596026094 O 05/01/12
0
1
1600744 074/074 F 480,000.00 ZZ
180 477,216.47 1
19500 BRAEWOOD DRIVE 8.000 4,587.14 74
7.750 4,587.14 650,000.00
TARZANA CA 91356 5 04/07/97 00
1596026786 05 06/01/97 0
1596026786 O 05/01/12
0
1600745 074/074 F 520,000.00 ZZ
180 517,017.62 1
107 N WYNSTONE DRIVE 8.125 5,006.99 80
7.875 5,006.99 650,000.00
NORTH BARRINGTO IL 60010 5 04/14/97 00
1614013762 03 06/01/97 0
1614013762 O 05/01/12
0
1600746 074/074 F 237,850.00 ZZ
180 236,377.10 1
20649 SHOAL PLACE 7.250 2,171.24 90
7.000 2,171.24 265,000.00
STERLING VA 20165 2 04/07/97 21
1761103997 03 06/01/97 25
1761103997 O 05/01/12
0
1600747 074/074 F 261,000.00 ZZ
180 259,486.47 1
13 FOGGS POINT ROAD 8.000 2,494.25 90
7.750 2,494.25 290,000.00
FREEPORT ME 04032 1 04/18/97 04
1809001291 05 06/01/97 25
1809001291 O 05/01/12
0
1600856 E22/G01 F 50,000.00 ZZ
180 50,000.00 1
101 FOREST HILL DRIVE 7.500 463.51 24
7.250 463.51 212,500.00
BLACK MOUNTAIN NC 28711 1 06/30/97 00
0410450761 05 08/01/97 0
410450761 O 07/01/12
0
1600885 637/G01 F 400,000.00 ZZ
180 398,791.95 1
1
141 DENISE STREET 7.500 3,708.05 70
7.250 3,708.05 575,000.00
BAKERSFIELD CA 93308 1 05/15/97 00
0430288498 05 07/01/97 0
9743048 O 06/01/12
0
1601092 106/106 F 424,000.00 ZZ
180 424,000.00 1
4736 MANITOU ROAD 8.000 4,051.96 56
7.750 4,051.96 765,000.00
TONKA BAY MN 55331 2 06/10/97 00
6340947 05 08/01/97 0
6340947 O 07/01/12
0
1601105 225/225 F 637,280.00 ZZ
180 637,280.00 1
38 BROOKWOOD DRIVE 8.000 6,090.17 80
7.750 6,090.17 796,666.00
BRIARCLIFF NY 10510 1 06/06/97 00
2820189 05 08/01/97 0
2820189 O 07/01/12
0
1601117 106/106 F 444,000.00 ZZ
180 444,000.00 1
34 CANFIELD DRIVE 7.625 4,147.54 80
7.375 4,147.54 555,000.00
STAMFORD CT 06902 1 06/06/97 00
6332472 05 08/01/97 0
6332472 O 07/01/12
0
1601981 076/076 F 309,500.00 ZZ
180 308,605.58 1
10 LOMAS COURT 8.000 2,957.75 72
7.750 2,957.75 435,000.00
EDGEWOOD NM 87015 2 05/19/97 00
7093474 05 07/01/97 0
7093474 O 06/01/12
0
1601986 076/076 F 258,400.00 ZZ
180 258,400.00 1
3613 JUSTIN DRIVE 7.875 2,450.79 80
7.625 2,450.79 323,000.00
PALM HARBOR FL 34685 1 06/04/97 00
7096362 03 08/01/97 0
1
7096362 O 07/01/12
0
1601988 076/076 F 270,000.00 ZZ
180 270,000.00 1
5 CANOE RIVER ROAD 8.250 2,619.38 73
8.000 2,619.38 370,000.00
SHARON MA 02067 1 06/12/97 00
8262332 05 08/01/97 0
8262332 O 07/01/12
0
1601990 076/076 F 562,500.00 T
180 562,500.00 1
12 ASPEN LANE 8.250 5,457.04 75
8.000 5,457.04 750,000.00
MT CRESTED BUTT CO 81225 1 06/18/97 00
8267822 05 08/01/97 0
8267822 O 07/01/12
0
1602037 076/076 F 260,000.00 ZZ
180 260,000.00 1
4217 27TH AVENUE NORTHWEST 7.875 2,465.97 80
7.625 2,465.97 325,000.00
GIG HARBOR WA 98335 1 06/12/97 00
8512292 03 08/01/97 0
8512292 O 07/01/12
0
1602970 450/450 F 420,000.00 ZZ
180 420,000.00 1
791 MIDDLE RIVER DR 8.000 4,013.74 47
7.750 4,013.74 900,000.00
FT LAUDERDALE FL 33304 1 06/27/97 00
4376638 05 08/01/97 0
4376638 O 07/01/12
0
1603072 225/225 F 296,000.00 ZZ
180 296,000.00 1
624 VISTA VALINDA 7.375 2,722.98 80
7.125 2,722.98 370,000.00
SAN CLEMENTE CA 92672 1 06/24/97 00
8377384 05 08/01/97 0
8377384 O 07/01/12
0
1
TOTAL NUMBER OF LOANS : 603
TOTAL ORIGINAL BALANCE : 153,799,473.67
TOTAL PRINCIPAL BALANCE : 152,556,062.34
TOTAL ORIGINAL P+I : 1,463,160.07
TOTAL CURRENT P+I : 1,463,160.07
***************************
* END OF REPORT *
***************************
RUN ON : 07/24/97 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 07.35.47 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1997-S10 15 YEAR CUTOFF : 07/01/97
POOL : 0004254
:
:
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
----------------------------------------------
1491816 .2500
35,009.88 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1543307 .2500
79,013.87 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
7.0000 .0950
1548529 .2500
74,045.20 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1549009 .2500
302,330.88 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.0000 .2200
1552071 .2500
52,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.0000 1.2200
1569987 .2500
119,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.0000 1.2200
1
1571458 .2500
260,258.87 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1571974 .2500
49,573.09 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1571978 .2500
39,098.15 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1571980 .2500
339,642.87 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1572006 .2500
72,028.95 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1572007 .2500
335,942.89 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1572019 .2500
500,339.26 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1572020 .2500
246,918.34 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1
1572023 .2500
63,779.76 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1572048 .2500
302,903.47 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1572059 .2500
89,197.13 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1572072 .2500
251,382.98 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1572074 .2500
164,411.17 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.0000 1.5450
1572083 .2500
208,246.26 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1572088 .2500
386,287.13 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1572191 .2500
447,352.90 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.0000 .5950
1
1572204 .2500
933,907.32 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.0000 1.0950
1573586 .2500
69,808.67 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
7.0000 1.3450
1575482 .2500
222,729.43 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.0000 .9700
1576080 .2500
372,727.82 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1576165 .2500
278,327.21 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1576174 .2500
285,749.07 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1576179 .2500
345,823.55 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1576184 .2500
241,202.77 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
1576187 .2500
331,052.88 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1576230 .2500
385,255.28 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1576262 .2500
195,909.84 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1576643 .2500
23,933.66 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.0000 1.2200
1576707 .2500
137,250.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.0000 .9700
1577005 .2500
256,459.44 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1577518 .2500
99,729.72 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
1577569 .2500
238,481.20 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1
1578193 .2500
238,516.37 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.0000 .8450
1579331 .2500
280,455.07 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.0000 .9700
1579541 .2500
273,387.62 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.0000 .5950
1579592 .2500
249,244.97 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.0000 .2200
1580168 .2500
34,300.69 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1580171 .2500
80,229.58 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1580177 .2500
49,275.71 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1580179 .2500
39,239.53 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1
1580246 .2500
302,027.04 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1580250 .2500
259,266.35 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1580407 .2500
114,685.67 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
7.0000 1.3450
1580540 .2500
203,410.47 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.0000 .7200
1580545 .2500
318,144.32 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1582330 .2500
250,700.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1582630 .2500
297,494.68 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1582636 .2500
257,705.85 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
1582639 .2500
257,705.85 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1582640 .2500
297,264.86 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1582644 .2500
338,067.76 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1582855 .6250
305,675.78 .0800
8.5000 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1582934 .2500
222,686.64 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1582940 .2500
53,843.95 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.0000 .7200
1583115 .2500
147,178.45 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.0000 .4700
1583314 .2500
234,616.27 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
1584791 .2500
150,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.0000 .3450
1585294 .2500
284,285.91 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1585297 .2500
217,232.66 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1585299 .2500
248,566.16 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1585300 .2500
326,991.35 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1585302 .2500
290,361.96 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1585304 .2500
273,017.55 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1585361 .2500
281,961.91 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
1
1585634 .2500
170,991.54 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1585697 .2500
94,728.49 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1585706 .2500
288,242.85 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1586060 .2500
447,182.92 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
1586063 .2500
233,732.19 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1586064 .2500
221,032.31 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1586162 .2500
223,723.74 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1586163 .2500
297,323.80 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
1586164 .2500
380,574.47 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1586166 .2500
286,311.40 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1586171 .2500
209,957.63 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1586172 .2500
215,763.48 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1586175 .2500
545,484.42 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1586176 .2500
323,030.77 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1586178 .2500
248,400.73 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5450 .0000
1586288 .2500
230,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.0000 .5950
1
1586396 .2500
455,851.51 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1586431 .2500
224,565.92 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1586432 .2500
389,650.64 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1586433 .2500
536,656.01 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1586434 .2500
233,801.18 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1586435 .2500
646,230.66 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1586436 .2500
263,411.77 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1586437 .2500
248,468.61 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1
1586439 .2500
240,661.59 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5450 .0000
1586440 .2500
283,196.41 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1586441 .2500
478,189.81 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1586442 .2500
230,639.73 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1586443 .2500
593,422.03 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1586444 .2500
556,716.62 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1586445 .2500
294,065.67 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1586446 .2500
300,745.81 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1
1586447 .2500
400,014.59 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1586449 .2500
318,184.88 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1586450 .2500
278,358.31 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1586663 .2500
293,316.26 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1587062 .2500
134,622.66 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.0000 1.0950
1587085 .2500
82,502.56 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.0000 .3450
1587088 .2500
159,539.66 .0300
8.0500 .0000
7.8000 .0000
7.7700 .0000
7.0000 .7700
1587089 .2500
49,852.28 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.0000 .4700
1
1587094 .2500
129,614.23 .0300
7.7000 .0000
7.4500 .0000
7.4200 .0000
7.0000 .4200
1587096 .2500
291,165.46 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.0000 .8450
1587106 .2500
47,109.16 .0300
7.6500 .0000
7.4000 .0000
7.3700 .0000
7.0000 .3700
1587107 .2500
129,615.92 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.0000 .4700
1587114 .2500
54,836.79 .0300
7.7000 .0000
7.4500 .0000
7.4200 .0000
7.0000 .4200
1587115 .2500
59,821.95 .0300
7.7000 .0000
7.4500 .0000
7.4200 .0000
7.0000 .4200
1587116 .2500
77,522.81 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.0000 .5950
1587117 .2500
435,792.10 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.0000 1.2200
1
1587139 .2500
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333,977.10 .0800
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385,350.00 .0300
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300,000.00 .0800
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1599916 .2500
239,306.43 .0800
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1
1600106 .2500
338,440.72 .0300
8.2500 .0000
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7.0000 .9700
1600108 .2500
585,246.55 .0800
7.6250 .0000
7.3750 .0000
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1600114 .2500
287,167.73 .0800
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7.7500 .0000
7.6700 .0000
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1600124 .2500
533,281.35 .0800
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7.6700 .0000
7.0000 .6700
1600131 .2500
278,166.58 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1600154 .2500
140,000.00 .0300
8.5000 .0000
8.2500 .0000
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7.0000 1.2200
1600236 .2500
103,700.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.0000 .9700
1600290 .2500
89,500.00 .0300
7.6500 .0000
7.4000 .0000
7.3700 .0000
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1
1600555 .2500
42,000.00 .0300
7.7000 .0000
7.4500 .0000
7.4200 .0000
7.0000 .4200
1600560 .2500
300,000.00 .0300
8.2400 .0000
7.9900 .0000
7.9600 .0000
7.0000 .9600
1600613 .2500
830,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.0000 .4700
1600648 .2500
372,752.52 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1600654 .2500
257,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
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1600656 .2500
991,272.52 .0800
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7.7500 .0000
7.6700 .0000
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1600657 .2500
289,293.82 .0800
7.8750 .0000
7.6250 .0000
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7.0000 .5450
1600658 .2500
123,000.18 .0800
7.5000 .0000
7.2500 .0000
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1
1600659 .2500
248,518.01 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
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1600660 .2500
38,083.81 .0800
8.8750 .0000
8.6250 .0000
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7.0000 1.5450
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345,823.55 .0800
7.7500 .0000
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1600662 .2500
193,831.30 .0800
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1600663 .2500
218,695.85 .0800
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160,304.55 .0800
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1600665 .2500
44,755.85 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
1600666 .2500
397,780.91 .0800
8.5000 .0000
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1
1600667 .2500
251,301.41 .0800
7.7500 .0000
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1600668 .2500
248,041.70 .0800
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1600669 .2500
413,367.42 .0800
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6.6700 .0000
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1600670 .2500
198,865.55 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1600671 .2500
272,465.42 .0800
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7.1250 .0000
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1600672 .2500
484,445.59 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1600673 .2500
378,096.76 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1600674 .2500
58,917.62 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1
1600675 .2500
596,482.09 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1600676 .2500
52,689.25 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1600677 .2500
35,788.93 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1600678 .2500
497,036.04 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1600679 .2500
311,137.22 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1600680 .2500
258,458.74 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1600681 .2500
104,053.26 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1600682 .2500
272,492.81 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1
1600683 .2500
244,772.28 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1600684 .2500
396,470.54 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1600685 .2500
280,611.13 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1600686 .2500
384,538.76 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1600687 .2500
306,213.30 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1600688 .2500
336,966.98 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1600689 .2500
43,880.46 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1600690 .2500
57,283.71 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1
1600691 .2500
144,608.53 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1600692 .2500
305,370.39 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1600693 .2500
297,143.94 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1600694 .2500
1,090,399.77 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1600695 .2500
62,444.09 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1600696 .2500
39,643.17 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1600697 .2500
55,436.56 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1600698 .2500
100,366.34 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1
1600699 .2500
341,861.38 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1600700 .2500
236,525.20 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1600701 .2500
361,388.34 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1600702 .2500
236,200.45 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1600703 .2500
297,294.47 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1600704 .2500
272,519.92 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1600705 .2500
278,358.31 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1600706 .2500
228,636.59 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
1600707 .2500
646,146.85 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1600708 .2500
397,680.41 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1600709 .2500
620,587.36 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1600710 .2500
256,829.50 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1600711 .2500
347,947.88 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1600712 .2500
335,024.10 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1600713 .2500
297,549.67 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
1600714 .2500
86,961.26 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
1600715 .2500
46,796.91 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1600716 .2500
148,868.06 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1600717 .2500
27,842.93 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1600718 .2500
473,885.78 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.0000 1.2950
1600719 .2500
51,062.67 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1600720 .2500
89,214.52 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1600721 .2500
242,854.81 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1600722 .2500
189,708.93 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
1600723 .2500
112,640.76 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1600724 .2500
354,157.07 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1600725 .2500
54,938.28 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
1600726 .2500
55,929.39 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
1600727 .2500
64,421.96 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1600728 .2500
84,485.58 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.0000 1.2950
1600729 .2500
524,794.56 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1600730 .2500
67,419.43 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1
1600731 .2500
74,555.39 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1600732 .2500
111,260.73 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
1600733 .2500
253,270.10 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1600734 .2500
87,214.95 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1600735 .2500
993,940.86 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1600736 .2500
138,780.58 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1600737 .2500
47,742.18 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1600738 .2500
30,140.43 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1
1600739 .2500
60,479.20 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1600740 .2500
456,577.30 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1600741 .2500
197,715.41 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1600742 .2500
248,550.24 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1600743 .2500
320,710.85 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1600744 .2500
477,216.47 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1600745 .2500
517,017.62 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1600746 .2500
236,377.10 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1
1600747 .2500
259,486.47 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1600856 .2500
50,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.0000 .2200
1600885 .2500
398,791.95 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.0000 .2200
1601092 .2500
424,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1601105 .2500
637,280.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1601117 .2500
444,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1601981 .2500
308,605.58 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1601986 .2500
258,400.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
1601988 .2500
270,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1601990 .2500
562,500.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1602037 .2500
260,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1602970 .2500
420,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1603072 .2500
296,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
TOTAL NUMBER OF LOANS: 603
TOTAL BALANCE........: 152,556,062.34
RUN ON : 07/24/97 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 07.35.47 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1997-S10 15YR FIXED SUMMARY REPORT CUTOFF : 07/01/97
POOL : 0004254
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
---------------------------------------------- CURR NOTE RATE 7.9019
6.7500 9.5000
RFC NET RATE 7.6511 6.5000 9.2500
NET MTG RATE(INVSTR RATE) 7.5880 6.4200 9.2200
POST STRIP RATE 6.9902 6.4200 7.0000
SUB SERV FEE .2508 .2500 .6250
MSTR SERV FEE .0631 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .5978 .0000 2.2200
TOTAL NUMBER OF LOANS: 603
TOTAL BALANCE........: 152,556,062.34
***************************
* END OF REPORT *
***************************
NY1-221875.4
<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.
NY1-221875.4
<PAGE>
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:
(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
NY1-221875.4
G-2
<PAGE>
certified Resolution of Board of Directors which authorizes
the execution and delivery of this Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default shall
occur, Residential Funding may, at its option, exercise one or more of those
remedies set forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
6. Prior Agreements Superseded.
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection with any loan-security
exchange transaction shall not be affected.
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.
NY1-221875.4
G-3
<PAGE>
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (___) ___-____
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of any
state or federal court located in Hennepin County, Minnesota, over any action,
suit or proceeding to enforce or defend any right under this Contract or
otherwise arising from any loan sale or servicing relationship existing in
connection with this Contract, and each of the parties irrevocably agrees that
all claims in respect of any such action or proceeding may be heard or
determined in such state or federal court. Each of the parties irrevocably
waives the defense of an inconvenient forum to the maintenance of any such
action or proceeding and any other substantive or procedural rights or remedies
it may have with respect to the maintenance of any such action or proceeding in
any such forum. Each of the parties agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in any other
jurisdiction by suit on the judgment or in any other manner provided by law.
Each of the parties further agrees not to institute any legal actions or
proceedings against the other party or any director, officer, employee,
attorney, agent or property of the other party, arising out of or relating to
this Contract in any court other than as hereinabove specified in this paragraph
9.
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
NY1-221875.4
G-4
<PAGE>
enforced in accordance with, applicable federal laws and the laws
of the State of Minnesota.
NY1-221875.4
G-5
<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:
NY1-221875.4
G-6
<PAGE>
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan
Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or
Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
Name
Title
Date
NY1-221875.4
<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-S10,
Class R (the "Owner")), a [savings institution] [corporation] duly organized and
existing under the laws of [the State of __________________] [the United
States], on behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) will
endeavor to remain other than a disqualified organization for so long as it
retains its ownership interest in the Class R Certificates, and (iii) is
acquiring the Class R Certificates for its own account or for the account of
another Owner from which it has received an affidavit and agreement in
substantially the same form as this affidavit and agreement. (For this purpose,
a "disqualified organization" means the United States, any state or political
subdivision thereof, any agency or instrumentality of any of the foregoing
(other than an instrumentality all of the activities of which are subject to tax
and, except for the Federal Home Loan Mortgage Corporation, a majority of whose
board of directors is not selected by any such governmental entity) or any
foreign government, international organization or any agency or instrumentality
of such foreign government or organization, any rural electric or telephone
cooperative, or any organization (other than certain farmers' cooperatives) that
is generally exempt from federal income tax unless such organization is subject
to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be
imposed on transfers of Class R Certificates to disqualified organizations under
the Code, that applies to all transfers of Class R Certificates after March 31,
1988; (ii) that such tax would be on the transferor, or, if such transfer is
through an agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person otherwise liable
for the tax shall be relieved of liability for the tax if the transferee
furnishes to such person an affidavit that the transferee is not a disqualified
organization and, at the time of transfer, such person does not have actual
knowledge that the affidavit is false; and (iv) that the Class R
NY1-221875.4
<PAGE>
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 Class R Certificates if at any time during the
taxable year of the pass-through entity a disqualified organization is the
record holder of an interest in such entity. (For this purpose, a "pass through
entity" includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives.)
5. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate
that is described in Section 7701(a)(30)(D) of the Code, or a trust that is
described in Section 7701(a)(30)(E) of the Code.
6. That the Owner is aware that the Trustee will not register
the transfer of any Class R Certificates unless the transferee, or the
transferee's agent, delivers to it an affidavit and agreement, among other
things, in substantially the same form as this affidavit and agreement. The
Owner expressly agrees that it will not consummate any such transfer if it knows
or believes that any of the representations contained in such affidavit and
agreement are false.
7. That the Owner has reviewed the restrictions set forth on
the face of the Class R Certificates and the provisions of Section 5.02(f) of
the Pooling and Servicing Agreement under which the Class R Certificates were
issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which
authorize the Trustee to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trustee in the event the Owner holds such
Certificates in violation of Section 5.02(f)). The Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.
8. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
9. The Owner's Taxpayer Identification Number is
- --------------.
NY1-221875.4
I-1-2
<PAGE>
10. This affidavit and agreement relates only to the Class R
Certificates held by the Owner and not to any other holder of the Class R
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R Certificates.
11. That no purpose of the Owner relating to the transfer of
any of the Class R Certificates by the Owner is or will be to impede the
assessment or collection of any tax.
12. That the Owner has no present knowledge or expectation
that it will be unable to pay any United States taxes owed by it so long as any
of the Certificates remain outstanding. In this regard, the Owner hereby
represents to and for the benefit of the person from whom it acquired the Class
R Certificate that the Owner intends to pay taxes associated with holding such
Class R Certificate as they become due, fully understanding that it may incur
tax liabilities in excess of any cash flows generated by the Class R
Certificate.
13. That the Owner has no present knowledge or expectation
that it will become insolvent or subject to a bankruptcy proceeding for so long
as any of the Class R Certificates remain outstanding.
14. The Purchaser is not an employee benefit plan or other
plan subject to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or an investment
manager, named fiduciary or a trustee of any such plan, or any other Person
acting, directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any such plan.
NY1-221875.4
I-1-3
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ____ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of
Officer], known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed the same as his free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this ____ day of
________________, 199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the
____ day of
_______________, 19__.
NY1-221875.4
I-1-4
<PAGE>
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1997-S10
Re: Mortgage Pass-Through Certificates,
Series 1997-S10, Class R
Ladies and Gentlemen:
This letter is delivered to you in connection with the
transfer by _______________________________ (the "Seller") to
_______________________________ (the "Purchaser") of $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1997-S10, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
July 1, 1997 among Residential Funding Mortgage Securities I, Inc., as seller
(the "Company"), Residential Funding Corporation, as master servicer, and The
First National Bank of Chicago, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Seller hereby certifies, represents and
warrants to, and covenants with, the Company and the Trustee that:
1. No purpose of the Seller relating to the transfer
of the Certificate by the Seller to the Purchaser is or will be
to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to
the Trustee and the Master Servicer a transfer affidavit and agreement in the
form attached to the Pooling and Servicing Agreement as Exhibit I-1. The Seller
does not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer
conducted a reasonable investigation of the financial condition
NY1-221875.4
<PAGE>
of the Purchaser as contemplated by Treasury Regulations Section
1.860E-1(c)(4)(i) and, as a result of that investigation, the Seller has
determined that the Purchaser has historically paid its debts as they become due
and has found no significant evidence to indicate that the Purchaser will not
continue to pay its debts as they become due in the future. The Seller
understands that the transfer of a Class R Certificate may not be respected for
United States income tax purposes (and the Seller may continue to be liable for
United States income taxes associated therewith) unless the Seller has conducted
such an investigation.
4. The Seller has no actual knowledge that the
proposed Transferee is not both a United States Person and a
Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
NY1-221875.4
I-2-2
<PAGE>
EXHIBIT J-1
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza, Siute 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1997-S10
Re: Mortgage Pass-Through Certificates,
Series 1997-S10, [Class B-]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1997-S10, Class __ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of July 1,
1997 among Residential Funding Mortgage Securities I, Inc., as seller (the
"Company"), Residential Funding Corporation, as master servicer (the "Master
Servicer"), and The First National Bank of Chicago, as trustee (the "Trustee").
All terms used herein and not otherwise defined shall have the meanings set
forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies,
represents and warrants to, and covenants with, the Company, the Trustee and the
Master Servicer that:
1. The Purchaser understands that (a) the Certificates
have not been and will not be registered or qualified under
the Securities Act of 1933, as amended (the "Act") or any
state securities law, (b) the Company is not required to so
register or qualify the Certificates, (c) the Certificates may
be resold only if registered and qualified pursuant to the
provisions of the Act or any state securities law, or if an
exemption from such registration and qualification is
available, (d) the Pooling and
NY1-221875.4
<PAGE>
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.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such
matters related to securities similar to the Certificates,
such that it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the economic
risks of such an investment and (c) an "accredited investor"
within the meaning of Rule 501(a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished with, and has had
an opportunity to review (a) [a copy of the Private Placement
Memorandum, dated ___________________, 19__, relating to the
Certificates (b)] a copy of the Pooling and Servicing
Agreement and [b] [c] such other information concerning the
Certificates, the Mortgage Loans and the Company as has been
requested by the Purchaser from the Company or the Seller and
is relevant to the Purchaser's decision to purchase the
Certificates. The Purchaser has had any questions arising from
such review answered by the Company or the Seller to the
satisfaction of the Purchaser. [If the Purchaser did not
purchase the Certificates from the Seller in connection with
the initial distribution of the Certificates and was provided
with a copy of the Private Placement Memorandum (the
"Memorandum") relating to the original sale (the "Original
Sale") of the Certificates by the Company, the Purchaser
acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Company solely
for use in connection with the Original Sale and the Company
did not participate in or facilitate in any way the purchase
of the Certificates by the Purchaser from the Seller, and the
Purchaser agrees that it will look solely to the Seller and
not to the Company with respect to any damage, liability,
claim or expense arising out of, resulting from or in
connection with (a) error or omission, or alleged error or
omission, contained in the Memorandum, or (b) any information,
development or event arising after the date of the
Memorandum.]
NY1-221875.4
J-1-2
<PAGE>
5. The Purchaser has not and will not nor has it
authorized or will it authorize any person to (a) offer,
pledge, sell, dispose of or otherwise transfer any
Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) solicit any
offer to buy or to accept a pledge, disposition of other
transfer of any Certificate, any interest in any Certificate
or any other similar security from any person in any manner,
(c) otherwise approach or negotiate with respect to any
Certificate, any interest in any Certificate or any other
similar security with any person in any manner, (d) make any
general solicitation by means of general advertising or in any
other manner or (e) take any other action, that (as to any of
(a) through (e) above) would constitute a distribution of any
Certificate under the Act, that would render the disposition
of any Certificate a violation of Section 5 of the Act or any
state securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or
otherwise transfer any of the Certificates, except in
compliance with the provisions of the Pooling and Servicing
Agreement.
6. The Purchaser
(a) is not an employee benefit or other
plan subject to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code") (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf
of or purchasing any Certificate with "plan assets" of any
Plan within the meaning of the Department of Labor ("DOL")
regulation at 29 C.F.R. ss. 2510.3-101; or
(b) is an insurance company, the source of
funds to be used by it to purchase the Certificates is an
"insurance company general account" (within the meaning of DOL
Prohibited Transaction Class Exemption ("PTCE") 95-60), and
the purchase is being made in reliance upon the availability
of the exemptive relief afforded under Sections I and III of
PTCE 95-60.
NY1-221875.4
J-1-3
<PAGE>
In addition, the Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that the Purchaser will not transfer such Certificates to any Plan or
person unless such Plan or person meets the requirements set forth in either
6(a) or (b) above.
Very truly yours,
By:
Name:
Title:
NY1-221875.4
J-1-4
<PAGE>
EXHIBIT J-2
FORM OF ERISA REPRESENTATION LETTER
____________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1997-S10
Re: Mortgage Pass-Through Certificates,
Series 1997-S10, [Class M-]
Ladies and Gentlemen:
____________________ (the "Purchaser") intends to purchase
from ________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1997-S10, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of July 1, 1997 among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer"), and
The First National Bank of Chicago, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that:
(a) The Purchaser is not an employee
benefit or other plan subject to the prohibited transaction
provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code") (a "Plan"), or
any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or
indirectly,
NY1-221875.4
<PAGE>
on behalf of or purchasing any Certificate with "plan
assets" of any Plan within the meaning of the
Department of Labor ("DOL") regulation at 29 C.F.R. ss.
2510.3-101; or
(b) The Purchaser is an insurance company,
the source of funds to be used by it to purchase the
Certificates is an "insurance company general account" (within
the meaning of DOL Prohibited Transaction Class Exemption
("PTCE") 95-60), and the purchase is being made in reliance
upon the availability of the exemptive relief afforded under
Sections I and III of PTCE 95-60.
In addition, the Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that the Purchaser will not transfer such Certificates to any Plan or
person unless such Plan or person meets the requirements set forth in either (a)
or (b) above.
Very truly yours,
By:
Name:
Title:
NY1-221875.4
J-2-2
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1997-S10
Re: Mortgage Pass-Through Certificates,
Series 1997-S10, [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-S10, Class (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of July 1, 1997 among Residential Funding Mortgage Securities I, Inc.,
as seller (the "Company"), Residential Funding Corporation, as master servicer,
and The First National Bank of Chicago, as trustee (the "Trustee"). The Seller
hereby certifies, represents and warrants to, and covenants with, the Company
and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of
NY1-221875.4
<PAGE>
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act, in any
manner set forth in the foregoing sentence with respect to any Certificate. The
Seller has not and will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
NY1-221875.4
K-2
<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including
numbers:
The undersigned seller, as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities described above to the undersigned
buyer (the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with,
the Seller, the Trustee and the Master Servicer (as defined in the Pooling and
Servicing Agreement (the "Agreement"), dated as of July 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
The First National Bank of Chicago, as trustee, as follows:
a. The Buyer understands that the Rule 144A Securities
have not been registered under the 1933 Act or the securities laws of
any state.
b. The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge
and experience in financial and business matters that it is
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capable of evaluating the merits and risks of investment in
the Rule 144A Securities.
c. The Buyer has been furnished with all information
regarding the Rule 144A Securities that it has requested from the
Seller, the Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its behalf
has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any
other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security
from, or otherwise approached or negotiated with respect to the Rule
144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or
taken any other action, that would constitute a distribution of the
Rule 144A Securities under the 1933 Act or that would render the
disposition of the Rule 144A Securities a violation of Section 5 of the
1933 Act or require registration pursuant thereto, nor will it act, nor
has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as
that term is defined in Rule 144A under the 1933 Act and has completed
either of the forms of certification to that effect attached hereto as
Annex 1 or Annex 2. The Buyer is aware that the sale to it is being
made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A
Securities for its own account or the accounts of other qualified
institutional buyers, understands that such Rule 144A Securities may be
resold, pledged or transferred only (i) to a person reasonably believed
to be a qualified institutional buyer that purchases for its own
account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the 1933 Act.
[3. The Buyer
a. is not an employee benefit or other plan subject to
the prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or
any other person (including an investment manager, a named fiduciary or
a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan; or
NY1-221875.4
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b. is an insurance company, the source of funds to be
used by it to purchase the Certificates is an "insurance company
general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being
made in reliance upon the availability of the exemptive relief afforded
under Section III of PTCE 95-60.]
4. This document may be executed in one or more counterparts
and by the different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same document.
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:
NY1-221875.4
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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.
NY1-221875.4
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3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer
agrees that, in connection with any purchase of securities sold to the Buyer for
the account of a third party (including any separate account) in reliance on
Rule 144A, the Buyer will only purchase for the account of a third party that at
the time is a "qualified institutional buyer" within the meaning of Rule 144A.
In addition, the Buyer agrees that the Buyer will not purchase securities for a
third 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
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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:
NY1-221875.4
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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,
NY1-221875.4
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(ii) bank deposit notes and certificates of deposit, (iii) loan participations,
(iv) repurchase agreements, (v) securities owned but subject to a repurchase
agreement and (vi) currency, interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that
each of the parties to which this certification is made are relying and will
continue to rely on the statements made herein because one or more sales to the
Buyer will be in reliance on Rule 144A. In addition, the Buyer will only
purchase for the Buyer's own account.
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:
NY1-221875.4
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EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 12.01(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
NY1-221875.4
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allocated to the Class B Certificates will not be covered by the Subordinate
Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be
made prior to the later of the third Business Day prior to each Distribution
Date or the related Determination Date by the Master Servicer with written
notice thereof to the Trustee. The maximum amount that Residential Funding shall
be required to pay pursuant to this Section on any Distribution Date (the
"Amount Available") shall be equal to the lesser of (X)
minus the sum of (i) all previous payments made under subsections (a) and
(b) hereof and (ii) all draws under the Limited Guaranty made in lieu 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
NY1-221875.4
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860(F)(a)(1) of the Code or on "contributions after the startup date" under
Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a
REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Company obtains written
confirmation from each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such substitution shall
not lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency. Any replacement of the Limited Guaranty or Subordinate Certificate Loss
Obligation pursuant to this Section shall be accompanied by a written Opinion of
Counsel to the substitute 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 12.01 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
NY1-221875.4
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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 12.01(e) and, provided further that the Company obtains (subject to
the provisions of Section 10.01(f) as if the Company was substituted for the
Master Servicer solely for the purposes of such provision), in the case of a
material amendment or supersession (but not a reduction, cancellation or
deletion of the Limited Guaranty or the Subordinate Certificate Loss
Obligation), an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such amendment or supersession will not cause
either (a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a
REMIC at any time that any Certificate is outstanding. A copy of any such
instrument shall be provided to the Trustee and the Master Servicer together
with an Opinion of Counsel that such amendment complies with this Section 12.02.
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EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1997-S10
, 199__
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1997-S10
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 July 1, 1997 (the "Servicing Agreement"), among
Residential Funding Mortgage Securities I, Inc. (the "Company"), Residential
Funding and The First National Bank of Chicago (the "Trustee") as amended by
Amendment No. ___ thereto, dated as of ________, with respect to the Mortgage
Pass-Through Certificates, Series 1997-S10 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with
respect to the ability of Residential Funding to secure sufficient funds and
faithfully to perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good and valuable consideration, the receipt of
which is hereby acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute
and deposit in the Certificate Account on behalf of Residential
Funding (or otherwise provide to Residential Funding, or to cause
to be made available to Residential Funding), either directly or
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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
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the Trustee to rely on the covenants and agreements set forth
herein.
7. Definitions. Capitalized terms used but not
otherwise defined herein shall have the meaning given them in the
Servicing Agreement.
8. Counterparts. This Limited Guaranty may be
executed in any number of counterparts, each of which shall be
deemed to be an original and such counterparts shall constitute
but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to
be executed and delivered by its respective officers thereunto duly authorized
as of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
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EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1997-S10
Re: Mortgage Pass-Through Certificates,
Series 1997-S10 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 July 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
NY1-221875.4
<PAGE>
(iv) such assignment is at the request of the borrower
under the related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
NY1-221875.4
O-2
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1590497 168,455.13 6.420 8.2857142857% 13,957.71
1586178 248,400.73 6.545 6.5000000000% 16,146.05
1586439 240,661.59 6.545 6.5000000000% 15,643.00
1548529 74,045.20 6.670 4.7142857143% 3,490.70
1572088 386,287.13 6.670 4.7142857143% 18,210.68
1577569 238,481.20 6.670 4.7142857143% 11,242.69
1586440 283,196.41 6.670 4.7142857143% 13,350.69
1600669 413,367.42 6.670 4.7142857143% 19,487.32
1600693 297,143.94 6.670 4.7142857143% 14,008.21
1591631 303,483.01 6.720 4.0000000000% 12,139.32
1592237 303,009.05 6.720 4.0000000000% 12,120.36
1586060 447,182.92 6.795 2.9285714286% 13,096.07
1587284 288,184.54 6.795 2.9285714286% 8,439.69
1600668 248,041.70 6.795 2.9285714286% 7,264.08
1590265 118,900.00 6.845 2.2142857143% 2,632.79
1586172 215,763.48 6.920 1.1428571429% 2,465.87
1586433 536,656.01 6.920 1.1428571429% 6,133.21
1586434 233,801.18 6.920 1.1428571429% 2,672.01
1587288 257,823.44 6.920 1.1428571429% 2,946.55
1587346 295,533.47 6.920 1.1428571429% 3,377.53
1589782 261,144.04 6.920 1.1428571429% 2,984.50
1592063 394,777.56 6.920 1.1428571429% 4,511.74
1600746 236,377.10 6.920 1.1428571429% 2,701.45
1590185 257,906.87 6.970 0.4285714286% 1,105.32
1590201 244,104.29 6.970 0.4285714286% 1,046.16
1590204 227,857.08 6.970 0.4285714286% 976.53
1591683 426,678.78 6.970 0.4285714286% 1,828.62
$7,647,263.27 2.7981102982% $213,978.86
NY1-221875.4
P-1
<PAGE>
EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[DATE]
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois 60670
Re: Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through Certificates,
Series 1997-S10
Residential Funding Corporation, as the Holder of a ___%
Percentage Interest of the of Class A-7[-1] Certificates, hereby requests the
Trustee to exchange the above-referenced Certificates for the Subclasses
referred to below:
1. Class A-7-_ Certificates, corresponding to the
following Uncertificated REMIC Regular Interests:
[List numbers corresponding to the related loans
and Pool Strip Rates from the Mortgage Loan
Schedule]. The Initial Subclass Notional Amount
and the Initial Pass-Through Rate on the Class A-
7-_ Certificates will be $__________ and ____%,
respectively.
[2. Repeat as appropriate.]
The Subclasses requested above will represent in the aggregate
all of the Uncertificated REMIC Regular Interests represented by the Class
A-7[-1] Certificates surrendered for exchange.
All capitalized terms used but not defined herein shall have
the meanings set forth in the Pooling and Servicing Agreement, dated as of July
1, 1997, among Residential Funding Mortgage Securities I, Inc., Residential
Funding Corporation and The First National Bank of Chicago, as trustee.
RESIDENTIAL FUNDING CORPORATION
By:______________________________
Name:
Title:
NY1-221875.4
Q-1
<PAGE>
EXHIBIT R
CLASS A-1 SCHEDULED PERCENTAGES AND TARGETED PRINCIPAL BALANCES
[See Attached]
NY1-221875.4
Q-2
<PAGE>
