SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 29, 1997
Residential Funding Mortgage Securities I, Inc. (as company under a Pooling and
Servicing Agreement dated as of December 1, 1997 providing for, inter alia, the
issuance of Mortgage Pass-Through Certificates, Series 1997-S19)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-39665 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
1
<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 December 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.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Dated: December 29, 1997
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: December 29, 1997
4
<PAGE>
Exhibit 10.1
Pooling and Servicing Agreement
5
<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 December 1, 1997
Mortgage Pass-Through Certificates
Series 1997-S19
<PAGE>
This is a Pooling and Servicing Agreement, dated as of December 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), 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 A-8, 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-9 Certificates, will be "regular
interests" in the REMIC, and the Class R Certificates will be the sole class of
"residual interests" therein for purposes of the REMIC Provisions (as defined
herein) under federal income tax law.
<PAGE>
The following table sets forth the designation, type, Pass-Through
Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial
ratings and certain features for each Class of Certificates comprising the
interests in the Trust Fund created hereunder.
<TABLE>
<CAPTION>
Designation Aggregate Initial Certificate Maturity
Principal Date Fitch Standard & Poor's
Pass-ThroughBalance
Rate Features
<S> <C> <C> <C> <C> <C>
Class A-1 6.50% $ 31,369,573.00 Senior December 25, 20AAA AAA
Class A-2 6.50% $ 27,950,000.00 Senior December 25, 20AAA AAA
Class A-3 6.50% $ 46,000,000.0Prepayment LockoutDecember 25, 20AAA AAA
Class A-4 6.50% $ 20,000,000.00 Senior December 25, 20AAA AAA
Class A-5 6.50% $ 28,678,427.00 Senior December 25, 20AAA AAA
Class A-6 6.50% $ 57,001,000.00 Senior December 25, 20AAA AAA
Class A-7 6.50% $ 13,999,000.00 Senior December 25, 20AAA AAA
Class A-8 0.00% $ 124,678.09 Principal Only/SenDecember 25, 20AAA AAAr
Class A-9 Variable Rat$ 0.00 Variable Strip/IntDecemberl25,e20AAA AAAr
Class R 6.50% $ 100 Residual/Senior December 25, 20AAA AAA
Class M-1 6.50% $ 1,727,300.00 Mezzanine December 25, 201AA N/A
Class M-2 6.50% $ 1,151,500.00 Mezzanine December 25, 201A N/A
Class M-3 6.50% $ 691,000.00 Mezzanine December 25, 20BBB N/A
Class B-1 6.50% $ 806,000.00 Subordinate December 25, 201BB N/A
Class B-2 6.50% $ 345,400.00 Subordinate December 25, 201B N/A
Class B-3 6.50% $ 461,051.34 Subordinate December 25, 20N/A N/A
</TABLE>
2
<PAGE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal
to $230,305,029.43. 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 1
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-8 Certificates and Class A-9
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-9 Certificates in the aggregate interest accrued during
the related Interest Accrual Period at the related Pass-Through Rate on the
Class A-9 Notional Amount. With respect to each Distribution Date, as to any
Subclass of Class A-9 Certificates, interest accrued during the related Interest
Accrual Period at the related Pass-Through Rate on the Class A-9 Subclass
Notional Amount thereof. Accrued Certificate Interest will be calculated on the
basis of a 360-day year, consisting of twelve 30-day months. In each case
Accrued Certificate Interest on any Class of Certificates will be reduced by the
amount of (i) Prepayment Interest Shortfalls (to the extent not offset by the
Master Servicer with a payment of Compensating Interest as provided in Section
4.01), (ii) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) of Realized
Losses (including Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses) not allocated solely to one or more
specific Classes of Certificates pursuant to Section 4.05, (iii) the interest
portion of Advances previously made with respect to a Mortgage Loan or REO
Property which remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property that were made with respect to
delinquencies that were ultimately determined to be Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses
and (iv) any other interest shortfalls not covered by the subordination provided
by the Class M Certificates and Class B Certificates, including interest that is
not collectible from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations as in
effect from time to time, with all such reductions allocated among all of the
Certificates in proportion to their respective amounts of Accrued Certificate
Interest payable on such Distribution Date which would have resulted absent such
reductions. Any portion of the reductions described in the immediately preceding
sentence that are allocated to the Class A-9 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, 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
December 29, 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 be
withdrawn by the Master Servicer from the Custodial Account in respect of the
Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination, an amount equal to the
excess, if any, of (A) $100,000 over (B) the aggregate amount of Bankruptcy
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05. As of any date of determination on or after the
first anniversary of the Cut-off Date, an amount equal to the excess, if any, of
(1) the lesser of (a) the Bankruptcy Amount calculated as of the close of
business on the Business Day immediately preceding the most recent anniversary
of the Cut-off Date coinciding with or preceding such date of determination (or,
if such date of determination is an anniversary of the Cut-off Date, the
Business Day immediately preceding such date of determination) (for purposes of
this definition, the "Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate principal balance of all
the Mortgage Loans in the Mortgage Pool as of the Relevant Anniversary having a
Loan-to-Value Ratio at origination which exceeds 75% and (ii) $100,000; and (B)
the greater of (i) the product of (x) an amount equal to the largest difference
in the related Monthly Payment for any Non-Primary Residence Loan remaining in
the Mortgage Pool which had an original Loan-to-Value Ratio of 80% or greater
that would result if the Net Mortgage Rate thereof was equal to the weighted
average (based on the principal balance of the Mortgage Loans as of the Relevant
Anniversary) of the Net Mortgage Rates of all Mortgage Loans as of the Relevant
Anniversary less 1.25% per annum, (y) a number equal to the weighted average
remaining term to maturity, in months, of all Non-Primary Residence Loans
remaining in the Mortgage Pool as of the Relevant Anniversary, and (z) one plus
the quotient of the number of all Non-Primary Residence Loans remaining in the
Mortgage Pool divided by the total number of Outstanding Mortgage Loans in the
Mortgage Pool as of the Relevant Anniversary, and (ii) $50,000,
over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or
more specific Classes of Certificates in accordance with Section 4.05 since the
Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that neither a Deficient Valuation
nor a Debt Service Reduction shall be deemed a Bankruptcy Loss hereunder so long
as the Master Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York, the State of Michigan,
the State of California or the State of Illinois (and such other state or states
in which the Custodial Account or the Certificate Account are at the time
located) are required or authorized by law or executive order to be closed.
- ------------
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not 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-S19" and which must be an Eligible Account. -------------------
Certificate Account Deposit Date: As to any Distribution Date, the Business
Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for purposes hereof and, solely for the purpose of giving any
consent or direction pursuant to this Agreement, any Certificate, other than a
Class R Certificate, registered in the name of the Company, the Master Servicer
or any Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights necessary to effect any such consent or
direction has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided, however, that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository. -----------------
Certificate Principal Balance: With respect to each Class A Certificate
(other than the Class A-9 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, 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-9 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-9 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, Class A-7, Class A-8 or Class A-9 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-9 Certificates) evidencing an interest designated as a
"regular interest" in the REMIC for purposes of the REMIC Provisions. The Class
A-9 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-9 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-9
Certificates pursuant to said Section.
Class A-8 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-8 Principal Distribution Amount: As defined in Section 4.02(b
(i).
Class A-9 Certificates: The Class A Certificates designated as Class A-9
Certificates, including any Subclass thereof.
Class A-9 Notional Amount or Notional Amount: As of any Distribution Date,
with respect to the Class A-9 Certificates, the aggregate Stated Principal
Balance of the Mortgage Loans immediately prior to such date.
- --------------------------------------------
Class A-9 Subclass Notional Amount: As of any Distribution Date, with
respect to any Subclass of Class A-9 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 0.70%.
Class B-2 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-2 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties)(other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date. --------------------
Class B-2 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class B-2
Certificates and Class B-3 Certificates immediately prior to such Distribution
Date divided by the aggregate Stated Principal Balance of all of the Mortgage
Loans (or related REO Properties) immediately prior to such Distribution Date is
greater than or equal to 0.35%. -----------------------------------------
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. --------------------
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 1.50%.
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: December 29, 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 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-S19. ----------------------
Credit Support Depletion Date: The first Distribution Date on which the
Senior Percentage equals 100%.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and maintained
pursuant to Section 3.07 in the name of a depository institution, as custodian
for the holders of the Certificates, for the holders of certain other interests
in mortgage loans serviced or sold by the Master Servicer and for the Master
Servicer, into which the amounts set forth in Section 3.07 shall be deposited
directly. Any such account or accounts shall be an Eligible Account.
- -----------------
Custodial Agreement: An agreement that may be entered into among the
Company, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto. -------------------
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: December 1, 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.
- ------------------------------
DCR: Duff and Phelps Credit Rating Co. or its successor in interest.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal. ----------------------
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
- -------------------
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(3) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended ----------
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
- ----------------------
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day (or
if such 20th day is not a Business Day, the Business Day immediately following
such 20th day) of the month of the related Distribution Date. ------------------
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is 6.50% minus the
Net Mortgage Rate (or the initial Net Mortgage Rate with respect to any Discount
Mortgage Loans as to which the Mortgage Rate is modified pursuant to 3.07(a))
for such Mortgage Loan and the denominator of which is 6.50%. The Discount
Fraction with respect to each Discount Mortgage Loan is set forth on Exhibit P
attached hereto. -----------------
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than 6.50% per annum and any Mortgage
Loan deemed to be a Discount Mortgage Loan pursuant to the definition of
Qualified Substitute Mortgage Loan. ----------------------
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for the FHLMC, a majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) any "
electing large partnership" as defined in Section 775(a) of the Code and (vi)
any other Person so designated by the Trustee based upon an Opinion of Counsel
that the holding of an Ownership Interest in a Class R Certificate by such
Person may cause the Trust Fund or any Person having an Ownership Interest in
any Class of Certificates (other than such Person) to incur a liability for any
federal tax imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership Interest in a Class R Certificate to such Person.
The terms "United States," "State" and "international organization" shall have
the meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day. -----------------
Due Date: With respect to any Distribution Date, the first day of the month
in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period commencing on
the second day of the month preceding the month of such Distribution Date and
ending on the related Due Date. ----------
Eligible Account: An account that is any of the following: (i) maintained
with a depository institution the debt obligations of which have been rated by
each Rating Agency in its highest rating available, or (ii) an account or
accounts in a depository institution in which such accounts are fully insured to
the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of The First
National Bank of Chicago or (B) an account or accounts maintained in the
corporate asset services department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P-1 (or the equivalent) or
better by each Rating Agency and its long term debt obligations are rated A2 (or
the equivalent) or better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in the corporate
trust division of 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 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-8 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 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, combating or defending against an actual, impending or expected
attack:
(i) by any government or sovereign power, de jure or de facto,
or by any authority maintaining or using military, naval or air forces; or
(ii) by military, naval or air forces; or
(iii) by an agent of any such government, power, authority or forces;
(d) any weapon of war employing atomic fission or radioactive force
whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped power or action
taken by governmental authority in hindering, combating or defending against
such an occurrence, seizure or destruction under quarantine or customs
regulations, confiscation by order of any government or public authority; or
risks of contraband or illegal transportation or trade. Extraordinary Losses:
Any loss incurred on a Mortgage Loan caused by or resulting from an
Extraordinary Event. FASIT: A "financial asset securitization investment trust"
within the meaning of Section 860L of the Code. FDIC: Federal Deposit Insurance
Corporation or any successor thereto. FHLMC: Federal Home Loan Mortgage
Corporation, a corporate instrumentality of the United States created and
existing under Title III of the Emergency Home Finance Act of 1970, as amended,
or any successor thereto. ----- Final Distribution Date: The Distribution Date
on which the final distribution in respect of the Certificates will be made
pursuant to Section 9.01 which Final Distribution Date shall in no event be
later than the end of the 90-day liquidation period described in Section 9.03.
- ----------------------- Fitch IBCA: Fitch IBCA, Inc. or its successor in
interest. FNMA: Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto. ----
Foreclosure Profits: As to any Distribution Date or related Determination
Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds,
Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom
pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO
Property for which a Cash Liquidation or REO Disposition occurred in the related
Prepayment Period over the sum of the unpaid principal balance of such Mortgage
Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination after the Cut-off Date,
an amount equal to: (Y) prior to the first anniversary of the Cut-off Date an
amount equal to 1.00% of the aggregate outstanding principal balance of all of
the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination and (Z) from the 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) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05
since the most recent anniversary of the Cut-off Date up to such date of
determination. On and after the fifth anniversary of the Cut-off Date the Fraud
Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Independent: When used with respect to any specified Person, means such a
Person who (i) 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-9 Notional Amount: With respect to any Class A-9
Certificate, the Cut-off Date Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
Class A-9 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 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-9 Certificates, which have no Certificate Principal Balance) would be
reduced to zero, is December 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
December 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 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, 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.
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-8 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 97.75% 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-8 and Class A-9 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-9 Certificates (other than any Subclass thereof) and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates of all Mortgage Loans as of the Due Date in the month next preceding the
month in which such Distribution Date occurs, weighted on the basis of the
respective Stated Principal Balances of such Mortgage Loans, which Stated
Principal Balances shall be the Stated Principal Balances of such Mortgage Loans
at the close of business on the immediately preceding Distribution Date after
giving effect to distributions thereon allocable to principal to the 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-9 Certificates and
the initial Distribution Date, the Pass-Through Rate is equal to 0.6389% per
annum. With respect to any Subclass of Class A-9 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-8 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-9
Notional Amount thereof (in the case of any Class A-9 Certificate) divided by
the aggregate Initial Certificate Principal Balance or the aggregate of the
Initial Class A-9 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 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;
provided, however, no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's, Fitch IBCA and
DCR and Aaa in the case of Moody's, and references herein to the highest rating
available on unsecured commercial paper and short-term debt obligations shall
mean A-1 in the case of Standard & Poor's, P-1 in the case of Moody's, D-1 in
the case of DCR and either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by
Fitch IBCA in the case of Fitch IBCA.
Permitted Transferee: Any Transferee of a Class R Certificate,
other than a Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, 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) 6.50% (but not less than 0.00%) per annum.
---------------
Prepayment Assumption: A prepayment assumption of 235% of the
standard prepayment assumption, used for determining the accrual of
original issue discount and market discount and premium on the
Certificates for federal income tax purposes. The standard prepayment
assumption assumes a constant rate of prepayment of mortgage loans of
0.2% per annum of the then outstanding principal balance of such
mortgage loans in the first month of the life of the mortgage loans,
increasing by an additional 0.2% --------------------- per annum in
each succeeding month until the thirtieth month, and a constant 6% per
annum rate of prepayment thereafter for the life of the mortgage
loans.
Prepayment Distribution Percentage: With respect to any
Distribution Date and each Class of Class M Certificates and Class B
Certificates, under the applicable circumstances set forth below, the
respective percentages set forth below:
----------------------------------
(i) For any Distribution Date prior to the Distribution Date in
January 2003 (unless the Certificate Principal Balances of the Class A
Certificates, other than the Class A-8 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 "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 January 2003, 0%; for
any Distribution Date occurring after December 2002 but prior to
January 2004, 30%; for any Distribution Date occurring after
December 2003 but prior to January 2005, 40%; for any
Distribution Date occurring after December 2004 but prior to
January 2006, 60%; for any Distribution Date occurring after
December 2005 but prior to January 2007, 80%; for any
Distribution Date after ----------------------------- December
2006, 100%.
Prepayment Period: As to any Distribution Date, the calendar
month preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage
guaranty insurance or any replacement policy therefor referred to
in Section 2.03(b)(iv) and (v). ------------------------
Principal Prepayment: Any payment of principal or other
recovery on a Mortgage Loan, including a recovery that takes the
form of Liquidation Proceeds or Insurance Proceeds, which is
received in advance of its scheduled Due Date and is not
accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or
months subsequent to the month of prepayment.
--------------------
Principal Prepayment in Full: Any Principal Prepayment made
by a Mortgagor of the entire principal balance of a Mortgage
Loan.
Program Guide: Collectively, the Seller Guide and the
Servicer Guide for Residential Funding's mortgage loan purchase
and conduit servicing program and all supplements and amendments
thereto published by Residential Funding from time to time.
-------------
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) in the
case of a purchase made by the Master Servicer) on the Stated Principal Balance
thereof to the first day of the month following the month of purchase from the
Due Date to which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan. Notwithstanding any other provisions herein, (x) with respect to
any Qualified Substitute Mortgage Loan substituted for a Deleted Mortgage Loan
which was a Discount Mortgage Loan, such Qualified Substitute Mortgage Loan
shall be deemed to be a Discount Mortgage Loan and to have a Discount Fraction
equal to the Discount Fraction of the Deleted Mortgage Loan and (y) in the event
that the "Pool Strip Rate" of any Qualified Substitute Mortgage Loan as
calculated pursuant to the definition of "Pool Strip Rate" is greater than the
Pool Strip Rate of the related Deleted Mortgage Loan (i) the Pool Strip Rate of
such Qualified Substitute Mortgage Loan shall be equal to the Pool Strip Rate of
the related Deleted Mortgage Loan for purposes of calculating the Pass-Through
Rate on the Class A-9 Certificates and (ii) the excess of the Pool Strip Rate on
such Qualified Substitute Mortgage Loan as calculated pursuant to the definition
of "Pool Strip Rate" over the Pool Strip Rate on the related Deleted Mortgage
Loan shall be payable to the Class R Certificates pursuant to Section 4.02
hereof.
Rating Agency: Standard & Poor's and Fitch IBCA with respect to the Class A
and Class R Certificates and Fitch IBCA with respect to the Class M-1, Class
M-2, Class M-3, Class B-1 and Class B-2 Certificates. If either agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Company,
notice of which designation shall be given to the Trustee and the Master
Servicer. -------------
Realized Loss: With respect to each Mortgage Loan (or REO Property) as to
which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Certificateholders up
to the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net
of the portion thereof reimbursable to the Master Servicer or any Subservicer
with respect to related Advances or expenses as to which the Master Servicer or
Subservicer is entitled to reimbursement thereunder but which have not been
previously reimbursed. With respect to each Mortgage Loan which is the subject
of a Servicing Modification, (a) the amount by which the interest portion of a
Monthly Payment or the principal balance of such Mortgage Loan was reduced, and
(b) any such amount with respect to a Monthly Payment that was or would have
been due in the month immediately following the month in which a Principal
Prepayment or the Purchase Price of such Mortgage Loan is received or is deemed
to have been received. With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the principal balance
of the Mortgage Loan outstanding immediately prior to such Deficient Valuation
and the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan which has become the object of a
Debt Service 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 regulations (or, to the extent not inconsistent with such temporary or
final regulations, proposed regulations) and published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in effect from
time to time. ----------------
REO Acquisition: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14. ---------------
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final sale)
which the Master Servicer expects to be finally recoverable from the sale or
other disposition of the REO Property. ---------------
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period. --------------------
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition. ------------
REO Property: A Mortgaged Property acquired by the Master Servicer through
foreclosure or deed in lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Request for Release: A request for release, the forms of which are attached
as Exhibit H hereto.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance
policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan. -------------------------
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Company and
any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer of
the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred. --------------------
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with 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:
<TABLE>
<CAPTION>
Senior Accelerated
<S> <C>
Distribution Date Distribution Percentage
January 1998 through
December 2002 100%
January 2003 through Senior Percentage, plus 70% of the Subordinate Percentage
December 2003
January 2004 through Senior Percentage, plus 60% of the Subordinate Percentage
December 2004
January 2005 through Senior Percentage, plus 40% of the Subordinate Percentage
December 2005
January 2006 through Senior Percentage, plus 20% of the Subordinate Percentage
December 2006
January 2007 and
thereafter Senior Percentage
</TABLE>
provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any Distribution
Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage
Loans delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of the
Class M and Class B Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 2% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates or (b)(1) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date 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-8 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-8 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 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 for
which, in the judgment of the Master Servicer, default is reasonably
foreseeable, pursuant to a modification of such Mortgage Loan in accordance with
Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended. -----------------
Special Hazard Amount: As of any Distribution Date, an amount equal to
$2,303,050 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greater of (A) the
greatest of (i) 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 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 35.48% (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% and (ii) 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.
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-9 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-9 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 on such Distribution Date pursuant to the definition
thereof; provided, however, that such amount shall in no event exceed the
outstanding Certificate Principal Balance of such Class of Certificates
immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer. -----------
Subservicer Advance: Any delinquent installment of principal and interest
on a Mortgage Loan which is advanced by the related Subservicer (net of its
Subservicing Fee) pursuant to the Subservicing Agreement. -------------------
Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Company. ----------------------
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to the
related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to the
Master Servicer) in respect of subservicing and other compensation that accrues
at an annual rate equal to the excess of the Mortgage Rate borne by the related
Mortgage Note over the rate per annum designated on the Mortgage Loan Schedule
as the "CURR NET" for such Mortgage Loan. ----------------
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of the Trust Fund due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: The segregated pool of assets, with respect to which a REMIC
election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments on and collections in respect of the Mortgage Loans
due after the Cut-off Date as shall be on deposit in the Custodial Account
or in the Certificate Account and identified as belonging to the Trust
Fund, 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, transferred to the Trustee pursuant to Section 2.01, and
(v) all proceeds of clauses (i) through (iv) above.
3
<PAGE>
Uncertificated REMIC Regular Interests: The 758 uncertificated partial
undivided beneficial ownership interests in the Trust Fund numbered
sequentially from 1 through 758 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.
-------------------------------------------------------
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 (treated as a corporation or
partnership for United States income tax purposes) created or organized in,
or under the laws of, the United States, any state thereof, or the District
of Columbia (except in the case of a partnership, to the extent provided in
Treasury regulations) or an estate that is described in Section
7701(a)(30)(D) of the Code, or a trust that is described in Section
-------------------- 7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. 98.0% of all of the Voting Rights shall
be allocated among Holders of Certificates, other than the Class A-9 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-9 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.
ARTICLE 2
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse all the right, title and
interest of the Company in and to the Mortgage Loans, including all
interest and principal received on or with respect to the Mortgage Loans
after the Cut-off Date (other than payments of principal and interest due
on the Mortgage Loans on or before the Cut-off Date).
(b) In connection with such assignment, except as set forth in Section
2.01(c) below, the Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more Custodians, as the duly appointed agent
or agents of the Trustee for such purpose, the following documents or
instruments (or copies thereof as permitted by this Section) (I) with
respect to each Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee,
or with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated
thereon or a copy of the Mortgage certified by the public recording
office in which such Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment
certified by the public recording office in which such assignment has
been recorded;
(iv) The original recorded assignment or assignments of the
Mortgage showing an unbroken chain of title from the originator
thereof to the Person assigning it to the Trustee or a copy of such
assignment or assignments of the Mortgage certified by the public
recording office in which such assignment or assignments have been
recorded; and
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or a
copy of each modification, assumption agreement or preferred loan
agreement certified by the public recording office in which such
document has been recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee,
or with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative
Loan, together with an undated stock power (or other similar
instrument) executed in blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative
Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative
Loan as secured party, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement
and the Assignment of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken chain of
title from the originator to the Trustee, each with evidence of
recording thereof, evidencing the interest of the originator under the
Security Agreement and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator
in the Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (iv) above, showing an
unbroken chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan;
and
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as
assignee and an executed UCC-1 financing statement showing the Company
as debtor and the Trustee as secured party, each in a form sufficient
for filing, evidencing the interest of such debtors in the Cooperative
Loans.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix)
and (x) to the Trustee or the Custodian or Custodians, deliver such
documents to the Master Servicer, and the Master Servicer shall hold such
documents in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth below. Within ten
Business Days following the earlier of (i) the receipt of the original of
each of the documents or instruments set forth in Section 2.01(b)(I)(iv)
and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies
thereof as permitted by such Section) for any Mortgage Loan and (ii) a
written request by the Trustee to deliver those documents with respect to
any or all of the Mortgage Loans then being held by the Master Servicer,
the Master Servicer shall deliver a complete set of such documents to the
Trustee or the Custodian or Custodians that are the duly appointed agent
or agents of the Trustee.
On the Closing Date, the Master Servicer shall certify that it has in its
possession an original or copy of each of the documents referred to in Section
2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) which
has been delivered to it by the Company. Every six months after the Closing
Date, for so long as the Master Servicer is holding documents pursuant to this
Section 2.01(c), the Master Servicer shall deliver to (i) Moody's if it is one
of the Rating Agencies, (ii) the Trustee and (iii) each Custodian a report
setting forth the status of the documents which it is holding.
(d) In the event that in connection with any Mortgage Loan the
Company cannot deliver the Mortgage, any assignment, modification,
assumption agreement or preferred loan agreement (or copy thereof
certified by the public recording office) with evidence of recording
thereon concurrently with the execution and delivery of this Agreement
solely because of a delay caused by the public recording office where such
Mortgage, assignment, modification, assumption agreement or preferred loan
agreement as the case may be, has been delivered for recordation, the
Company shall deliver or cause to be delivered to the Trustee or the
respective Custodian a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan
agreement.
The Company shall promptly cause to be recorded in the
appropriate public office for real property records the Assignment
referred to in clause (I)(iii) of Section 2.01(b), except in states where,
in the opinion of counsel acceptable to the Trustee and the Master
Servicer, such recording is not required to protect the Trustee's
interests in the Mortgage Loan against the claim of any subsequent
transferee or any successor to or creditor of the Company or the
originator of such Mortgage Loan and shall promptly cause to be filed the
Form UCC-3 assignment and UCC-1 financing statement referred to in clause
(II)(vii) and (x), respectively, of Section 2.01(b). If any Assignment,
Form UCC-3 or Form UCC-1, as applicable, is lost or returned unrecorded to
the Company because of any defect therein, the Company shall prepare a
substitute Assignment, Form UCC-3 or Form UCC-1, as applicable, or cure
such defect, as the case may be, and cause such Assignment to be recorded
in accordance with this paragraph. The Company shall promptly deliver or
cause to be delivered to the Trustee or the respective Custodian such
Mortgage or assignment or Form UCC-3 or Form UCC-1, as applicable, (or
copy thereof certified by the public recording office) with evidence of
recording indicated thereon upon receipt thereof from the public recording
office or from the related Subservicer. In connection with its servicing
of Cooperative Loans, the Master Servicer will use its best efforts to
file timely continuation statements with regard to each financing
statement and assignment relating to Cooperative Loans as to which the
related Cooperative Apartment is located outside of the State of New York.
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 (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 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 $611,546 (the "Initial Monthly Payment Fund"),
representing scheduled principal amortization and interest at the Net
Mortgage Rate for the Due Date in January 1998, for those Mortgage Loans
for which the Trustee will not be entitled to receive such payment. The
Master Servicer shall hold such Initial Monthly Payment Fund in the
Custodial Account and shall include such Initial Monthly Payment Fund in
the Available Distribution Amount for the Distribution Date in January
1998. Notwithstanding anything herein to the contrary, the Initial Monthly
Payment Fund shall not be an asset of the REMIC. To the extent that the
Initial Monthly Payment Fund constitutes a reserve fund for federal income
tax purposes, (1) it shall be an outside reserve fund and not an asset of
the REMIC, (2) it shall be owned by the Seller and (3) amounts transferred
by the REMIC to the Initial Monthly Payment Fund shall be treated as
transferred to the Seller or any successor, all within the meaning of
Section 1.860G-2(h) of the Treasury Regulations.
SECTION 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for purposes of such acknowledgement
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, in trust for the use and
benefit of all present and future Certificateholders. The Trustee or Custodian
(such Custodian being so obligated under a Custodial Agreement) agrees, for the
benefit of 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 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
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 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 1.0% 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. Eight of the Mortgage
Loans, representing approximately 0.2% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date, are
Cooperative Loans;
(vii) If the improvements securing a Mortgage Loan are in a
federally designated special flood hazard area, flood insurance in the
amount required under the Program Guide covers the related Mortgaged
Property (either by coverage under the federal flood insurance program
or by coverage by private insurers);
(viii) Immediately prior to the assignment of the Mortgage Loans
to the Trustee, the Company had good title to, and was the sole owner
of, each Mortgage Loan free and clear of any pledge, lien, encumbrance
or security interest (other than rights to servicing and related
compensation) and such assignment validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of any pledge, lien,
encumbrance or security interest;
(ix) Approximately 10.17% 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) None of the Mortgage Loans are Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage under
Section 860G(a)(3)(A) of the Code and Treasury Regulations Section
1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the
closing of each Mortgage Loan and is valid and binding and remains in
full force and effect;
(xiv) With respect to a Mortgage Loan that is a Cooperative Loan,
the Cooperative Stock that is pledged as security for the Mortgage
Loan is held by a person as a tenant-stockholder (as defined in
Section 216 of the Code) in a cooperative housing corporation (as
defined in Section 216 of the Code);
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or updated
appraisals of Mortgaged Properties are obtained in connection with
the refinancing thereof), the related Seller has represented that
either (a) the value of the related Mortgaged Property as of the date
the Mortgage Loan was originated was not less than the appraised
value of such property at the time of origination of the refinanced
Mortgage Loan or (b) the Loan-to-Value Ratio of the Mortgage Loan as
of the date of origination of the Mortgage Loan generally meets the
Company's underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the basis
of a 360-day year consisting of twelve 30-day months; and
(xvii) Two of the Mortgage Loans contain in the related Mortgage
File a Destroyed Mortgage Note.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any of the representations and warranties set forth
in this Section 2.03(b) which materially and adversely affects the interests of
the Certificateholders in any Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement); provided, however, that in the event of
a breach of the representation and warranty set forth in Section 2.03(b)(xii),
the party discovering such breach shall give such notice within five days of
discovery. Within 90 days of its discovery or its receipt of notice of breach,
the Company shall either (i) cure such breach in all material respects or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02; provided that the Company shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. Any such substitution shall be effected by the Company
under the same terms and conditions as provided in Section 2.04 for
substitutions by Residential Funding. It is understood and agreed that the
obligation of the Company to cure such breach or to so purchase or substitute
for any Mortgage Loan as to which such a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach available to the
Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
SECTION 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of Certificateholders
all of its right, title and interest in respect of the Assignment Agreement and
each Seller's Agreement applicable to a Mortgage Loan. Insofar as the Assignment
Agreement or such Seller's Agreement relates to the representations and
warranties made by Residential Funding or the related Seller in respect of such
Mortgage Loan and any remedies provided thereunder for any breach of such
representations and warranties, such right, title and interest may be enforced
by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon
the discovery by the Company, the Master Servicer, the Trustee or any Custodian
of a breach of any of the representations and warranties made in a Seller's
Agreement or the Assignment Agreement (which, for purposes hereof, will be
deemed to include any other cause giving rise to a repurchase obligation under
the Assignment Agreement) in respect of any Mortgage Loan which materially and
adversely affects the interests of the Certificateholders in such Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). The
Master Servicer shall promptly notify the related Seller or Residential Funding,
as the case may be, of such breach and request that such Seller or Residential
Funding, as the case may be, either (i) cure such breach in all material
respects within 90 days from the date the Master Servicer was notified of such
breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that in the case of
a breach under the Assignment Agreement Residential Funding shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date, except that if the breach would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure
or substitution must occur within 90 days from the date the breach was
discovered. In the event that Residential Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04, Residential Funding shall deliver to the Trustee for the
benefit of the Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment
of the Mortgage in recordable form, and such other documents and agreements as
are required by Section 2.01, with the Mortgage Note endorsed as required by
Section 2.01. No substitution will be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of 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 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.
ARTICLE 3
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 extent not inconsistent
with this Agreement, comply with the Program Guide as if it were the
originator of such Mortgage Loan and had retained the servicing rights and
obligations in respect thereof. In connection with servicing and
administering the Mortgage Loans, the Master Servicer and any Affiliate of
the Master Servicer (i) may perform services such as appraisals and
brokerage services that are not customarily provided by servicers of
mortgage loans, and shall be entitled to reasonable compensation therefor
in accordance with Section 3.10 and (ii) may, at its own discretion and on
behalf of the Trustee, obtain credit information in the form of a "credit
score" from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties
subject to the Mortgage Loans shall not, for the purpose of calculating
monthly distributions to the Certificateholders, be added to the amount
owing under the related Mortgage Loans, notwithstanding that the terms of
such Mortgage Loan so permit, and such costs shall be recoverable to the
extent permitted by Section 3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing
interests in one or more of the Certificates providing for the payment by
the Master Servicer of amounts received by the Master Servicer as servicing
compensation hereunder and required to cover certain Prepayment Interest
Shortfalls on the Mortgage Loans, which payment obligation will thereafter
be an obligation of the Master Servicer hereunder.
SECTION 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing
Agreements entered into by Residential Funding and Subservicers prior to
the execution and delivery of this Agreement, and may enter into new
Subservicing Agreements with Subservicers, for the servicing and
administration of all or some of the Mortgage Loans. Each Subservicer of a
Mortgage Loan shall be entitled to receive and retain, as provided in the
related Subservicing Agreement and in Section 3.07, the related
Subservicing Fee from payments of interest received on such Mortgage Loan
after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to
receive and retain an amount equal to the Subservicing Fee from payments
of interest. Unless the context otherwise requires, references in this
Agreement to actions taken or to be taken by the Master Servicer in
servicing the Mortgage Loans include actions taken or to be taken by a
Subservicer on behalf of the Master Servicer. Each Subservicing Agreement
will be upon such terms and conditions as are generally required or
permitted by the Program Guide and are not inconsistent with this
Agreement and as the Master Servicer and the Subservicer have agreed. A
representative form of Subservicing Agreement is attached to this
Agreement as Exhibit G. With the approval of the Master Servicer, a
Subservicer may delegate its servicing obligations to third-party
servicers, but such Subservicer will remain obligated under the related
Subservicing Agreement. The Master Servicer and a Subservicer may enter
into amendments thereto or a different form of Subservicing Agreement, and
the form referred to or included in the Program Guide is merely provided
for information and shall not be deemed to limit in any respect the
discretion of the Master Servicer to modify or enter into different
Subservicing Agreements; provided, however, that any such amendments or
different forms shall be consistent with and not violate the provisions of
either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master
Servicer, for the benefit of the Trustee and the Certificateholders, shall
use its best reasonable efforts to enforce the obligations of each
Subservicer under the related Subservicing Agreement and of each Seller
under the related Seller's Agreement, to the extent that the
non-performance of any such obligation would have a material and adverse
effect on a Mortgage Loan, including, without limitation, the obligation
to purchase a Mortgage Loan on account of defective documentation, as
described in Section 2.02, or on account of a breach of a representation
or warranty, as described in Section 2.04. Such enforcement, including,
without limitation, the legal prosecution of claims, termination of
Subservicing Agreements or Seller's Agreements, as appropriate, and the
pursuit of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as the Master Servicer would employ
in its good faith business judgment and which are normal and usual in its
general mortgage servicing activities. The Master Servicer shall pay the
costs of such enforcement at its own expense, and shall be reimbursed
therefor only (i) from a general recovery resulting from such enforcement
to the extent, if any, that such recovery exceeds all amounts due in
respect of the related Mortgage Loan or (ii) from a specific recovery of
costs, expenses or attorneys fees against the party against whom such
enforcement is directed.
SECTION 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
SECTION 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer or
a Subservicer or reference to actions taken through a Subservicer or otherwise,
the Master Servicer shall remain obligated and liable to the Trustee and the
Certificateholders for the servicing and administering of the Mortgage Loans in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
SECTION 3.05. No Contractual Relationship Between Subservicer and
Trustee or Certificateholders
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
SECTION 3.06. Assumption or Termination of Subservicing Agreements by
Trustee.
(a) In the event the Master Servicer shall for any reason no longer be
the master servicer (including by reason of an Event of Default), the
Trustee, its designee or its successor shall thereupon assume all of the
rights and obligations of the Master Servicer under each Subservicing
Agreement that may have been entered into. The Trustee, its designee or the
successor servicer for the Trustee shall be deemed to have assumed all of
the Master Servicer's interest therein and to have replaced the Master
Servicer as a party to the Subservicing Agreement to the same extent as if
the Subservicing Agreement had been assigned to the assuming party except
that the Master Servicer shall not thereby be relieved of any liability or
obligations under the Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents
and records relating to each Subservicing Agreement and the Mortgage Loans
then being serviced and an accounting of amounts collected and held by it
and otherwise use its best efforts to effect the orderly and efficient
transfer of each Subservicing Agreement to the assuming party.
SECTION 3.07. Collection of Certain Mortgage Loan Payments; Deposits
to Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans,
and shall, to the extent such procedures shall be consistent with this
Agreement and the terms and provisions of any related Primary Insurance
Policy, follow such collection procedures as it would employ in its good
faith business judgment and which are normal and usual in its general
mortgage servicing activities. Consistent with the foregoing, the Master
Servicer may in its discretion (i) waive any late payment charge or any
prepayment charge or penalty interest in connection with the prepayment of
a Mortgage Loan and (ii) extend the Due Date for payments due on a
Mortgage Loan in accordance with the Program Guide; provided, however,
that the Master Servicer shall first determine that any such waiver or
extension will not impair the coverage of any related Primary Insurance
Policy or materially adversely affect the lien of the related Mortgage. In
the event of any such arrangement, the Master Servicer shall make timely
advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise
agreed to by the Holders of the Classes of Certificates affected thereby;
provided, however, that no such extension shall be made if any such
advance would be a Nonrecoverable Advance. Consistent with the terms of
this Agreement, the Master Servicer may also waive, modify or vary any
term of any Mortgage Loan or consent to the postponement of strict
compliance with any such term or in any manner grant indulgence to any
Mortgagor if in the Master Servicer's determination such waiver,
modification, postponement or indulgence is not materially adverse to the
interests of the Certificateholders (taking into account any estimated
Realized Loss that might result absent such action); provided, however,
that the Master Servicer may not modify materially or permit any
Subservicer to modify any Mortgage Loan, including without limitation any
modification that would change the Mortgage Rate, forgive the payment of
any principal or interest (unless in connection with the liquidation of
the related Mortgage Loan or except in connection with prepayments to the
extent that such reamortization is not inconsistent with the terms of the
Mortgage Loan), or extend the final maturity date of such Mortgage Loan,
unless such Mortgage Loan is in default or, in the judgment of the Master
Servicer, such default is reasonably foreseeable; and provided, further,
that no such modification shall reduce the interest rate on a Mortgage
Loan below the sum of the Pool Strip Rate and the sum of the rates at
which the Servicing Fee and the Subservicing Fee with respect to such
Mortgage Loan accrues. In connection with any Curtailment of a Mortgage
Loan, the Master Servicer, to the extent not inconsistent with the terms
of the Mortgage Note and local law and practice, may permit the Mortgage
Loan to be reamortized such that the Monthly Payment is recalculated as an
amount that will fully amortize the remaining Stated Principal Balance
thereof by the original Maturity Date based on the original Mortgage Rate;
provided, that such re-amortization shall not be permitted if it would
constitute a reissuance of the Mortgage Loan for federal income tax
purposes.
(b) The Master Servicer shall establish and maintain a Custodial
Account in which the Master Servicer shall deposit or cause to be deposited
on a daily basis, except as otherwise specifically provided herein, the
following payments and collections remitted by Subservicers or received by
it in respect of the Mortgage Loans subsequent to the Cut-off Date (other
than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date):
(i) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal
component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted Mortgage Rate
on the Mortgage Loans, including Buydown Funds, if any, and the interest
component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of any related
expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to Section
2.02, 2.03, 2.04 or 4.07 and all amounts required to be deposited in
connection with the substitution of a Qualified Substitute Mortgage Loan
pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to Section 3.07(c)
or 3.21; and
(vi) All amounts transferred from the Certificate Account to the
Custodial Account in accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds and
the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted
Investments which shall mature not later than the Certificate Account
Deposit Date next following the date of such investment (with the
exception of the Amount Held for Future Distribution) and which shall not
be sold or disposed of prior to their maturities. All income and gain
realized from any such investment shall be for the benefit of the Master
Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments attributable to the investment of
amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately
as realized.
(d) The Master Servicer shall give notice to the Trustee and the
Company of any change in the location of the Custodial Account and the
location of the Certificate Account prior to the use thereof.
SECTION 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and
maintain one or more Subservicing Accounts which shall be an Eligible
Account or, if such account is not an Eligible Account, shall generally
satisfy the requirements of the Program Guide and be otherwise acceptable
to the Master Servicer and each Rating Agency. The Subservicer will be
required thereby to deposit into the Subservicing Account on a daily basis
all proceeds of Mortgage Loans received by the Subservicer, less its
Subservicing Fees and unreimbursed advances and expenses, to the extent
permitted by the Subservicing Agreement. If the Subservicing Account is
not an Eligible Account, the Master Servicer shall be deemed to have
received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late
charges or assumption fees. On or before the date specified in the Program
Guide, but in no event later than the Determination Date, the Master
Servicer shall cause the Subservicer, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial
Account all funds held in the Subservicing Account with respect to each
Mortgage Loan serviced by such Subservicer that are required to be
remitted to the Master Servicer. The Subservicer will also be required,
pursuant to the Subservicing Agreement, to advance on such scheduled date
of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans
for which payment was not received by the Subservicer. This obligation to
advance with respect to each Mortgage Loan will continue up to and
including the first of the month following the date on which the related
Mortgaged Property is sold at a foreclosure sale or is acquired by the
Trust Fund by deed in lieu of foreclosure or otherwise. All such advances
received by the Master Servicer shall be deposited promptly by it in the
Custodial Account.
(b) The Subservicer may also be required, pursuant to the
Subservicing Agreement, to remit to the Master Servicer for deposit in the
Custodial Account interest at the Adjusted Mortgage Rate (or Modified Net
Mortgage Rate plus the rate per annum at which the Servicing Fee accrues
in the case of a Modified Mortgage Loan) on any Curtailment received by
such Subservicer in respect of a Mortgage Loan from the related Mortgagor
during any month that is to be applied by the Subservicer to reduce the
unpaid principal balance of the related Mortgage Loan as of the first day
of such month, from the date of application of such Curtailment to the
first day of the following month. Any amounts paid by a Subservicer
pursuant to the preceding sentence shall be for the benefit of the Master
Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and
(v).
(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall
cause the Subservicers for Subserviced Mortgage Loans to, establish and
maintain one or more Servicing Accounts and deposit and retain therein all
collections from the Mortgagors (or advances from Subservicers) for the
payment of taxes, assessments, hazard insurance premiums, Primary
Insurance Policy premiums, if applicable, or comparable items for the
account of the Mortgagors. Each Servicing Account shall satisfy the
requirements for a Subservicing Account and, to the extent permitted by
the Program Guide or as is otherwise acceptable to the Master Servicer,
may also function as a Subservicing Account. Withdrawals of amounts
related to the Mortgage Loans from the Servicing Accounts may be made only
to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections
for any payments made pursuant to Sections 3.11 (with respect to the
Primary Insurance Policy) and 3.12(a) (with respect to hazard insurance),
to refund to any Mortgagors any sums as may be determined to be overages,
to pay interest, if required, to Mortgagors on balances in the Servicing
Account or to clear and terminate the Servicing Account at the termination
of this Agreement in accordance with Section 9.01 or in accordance with
the Program Guide. As part of its servicing duties, the Master Servicer
shall, and the Subservicers will, pursuant to the Subservicing Agreements,
be required to pay to the Mortgagors interest on funds in this account to
the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced
by the Subservicers on the date when the tax, premium or other cost for
which such payment is intended is due, but the Master Servicer shall be
required so to advance only to the extent that such advances, in the good
faith judgment of the Master Servicer, will be recoverable by the Master
Servicer out of Insurance Proceeds, Liquidation Proceeds or otherwise.
SECTION 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any Class
of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
SECTION 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein,
make withdrawals from the Custodial Account of amounts on deposit therein
pursuant to Section 3.07 that are attributable to the Mortgage Loans for
the following purposes:
(i) to make deposits into the Certificate Account in the amounts
and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to
Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or
otherwise reimbursable pursuant to the terms of this Agreement, such
withdrawal right being limited to amounts received on particular
Mortgage Loans (including, for this purpose, REO Proceeds, Insurance
Proceeds, Liquidation Proceeds and proceeds from the purchase of a
Mortgage Loan pursuant to Section 2.02, 2.03, 2.04 or 4.07) which
represent (A) Late Collections of Monthly Payments for which any such
advance was made in the case of Subservicer Advances or Advances
pursuant to Section 4.04 and (B) recoveries of amounts in respect of
which such advances were made in the case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment received
by the Master Servicer on account of interest on a Mortgage Loan as
contemplated by Sections 3.14 and 3.16, an amount equal to that
remaining portion of any such payment as to interest (but not in
excess of the Servicing Fee and the Subservicing Fee, if not
previously retained) which, when deducted, will result in the
remaining amount of such interest being interest at the Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount specified in the amortization schedule
of the related Mortgage Loan as the principal balance thereof at the
beginning of the period respecting which such interest was paid after
giving effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation any
interest or investment income earned on funds deposited in the
Custodial Account that it is entitled to withdraw pursuant to Section
3.07(c);
(v) to pay to itself as additional servicing compensation any
Foreclosure Profits, and any amounts remitted by Subservicers as
interest in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential
Funding, the Company or any other appropriate Person, as the case may
be, with respect to each Mortgage Loan or property acquired in respect
thereof that has been purchased or otherwise transferred pursuant to
Section 2.02, 2.03, 2.04, 4.07 or 9.01, all amounts received thereon
and not required to be distributed to the Certificateholders as of the
date on which the related Stated Principal Balance or Purchase Price
is determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, any Advance made in connection with
a modification of a Mortgage Loan that is in default or, in the
judgment of the Master Servicer, default is reasonably foreseeable
pursuant to Section 3.07(a), to the extent the amount of the Advance
has been added to the outstanding principal balance of the Mortgage
Loan or any Advance reimbursable to the Master Servicer pursuant to
Section 4.02(a)(iii);
(viii) to reimburse itself or the Company for expenses incurred
by and reimbursable to it or the Company pursuant to Sections 3.13,
3.14(c), 6.03, 10.01 or otherwise, or in connection with enforcing any
repurchase, substitution or indemnification obligation of any Seller
(other than an Affiliate of the Company) pursuant to the related
Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a) pursuant
to Section 3.14 in good faith in connection with the restoration of
property damaged by an Uninsured Cause, and (b) in connection with the
liquidation of a Mortgage Loan or disposition of an REO Property to
the extent not otherwise reimbursed pursuant to clause (ii) or (viii)
above; and
(x) to withdraw any amount deposited in the Custodial Account
that was not required to be deposited therein pursuant to Section
3.07.
(b) Since, in connection with withdrawals pursuant to
clauses (ii), (iii), (v) and (vi), the Master Servicer's
entitlement thereto is limited to collections or other recoveries
on the related Mortgage Loan, the Master Servicer shall keep and
maintain separate accounting, on a Mortgage Loan by Mortgage Loan
basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse
itself or the related Subservicer for any advance made in respect
of a Mortgage Loan that the Master Servicer determines to be a
Nonrecoverable Advance by withdrawal from the Custodial Account
of amounts on deposit therein attributable to the Mortgage Loans
on any Certificate Account Deposit Date succeeding the date of
such determination. Such right of reimbursement in respect of a
Nonrecoverable Advance on any such Certificate Account Deposit
Date shall be limited to an amount not exceeding the portion of
such advance previously paid to Certificateholders (and not
theretofore reimbursed to the Master Servicer or the related
Subservicer).
SECTION 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder.
(a) The Master Servicer shall not take, or permit any
Subservicer to take, any action which would result in
non-coverage under any applicable Primary Insurance Policy of any
loss which, but for the actions of the Master Servicer or
Subservicer, would have been covered thereunder. To the extent
coverage is available, the Master Servicer shall keep or cause to
be kept in full force and effect each such Primary Insurance
Policy until the principal balance of the related Mortgage Loan
secured by a Mortgaged Property is reduced to 80% or less of the
Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided
that such Primary Insurance Policy was in place as of the Cut-off
Date and the Company had knowledge of such Primary Insurance
Policy. The Master Servicer shall be entitled to cancel or permit
the discontinuation of any Primary Insurance Policy as to any
Mortgage Loan, if the Stated Principal Balance of the Mortgage
Loan is reduced below an amount equal to 80% of the appraised
value of the related Mortgaged Property as determined in any
appraisal thereof after the Closing Date, or if the Loan-to-Value
Ratio is reduced below 80% as a result of principal payments on
the Mortgage Loan after the Closing Date. In the event that the
Company gains knowledge that as of the Closing Date, a Mortgage
Loan had a Loan-to-Value Ratio at origination in excess of 80%
and is not the subject of a Primary Insurance Policy (and was not
included in any exception to the representation in Section
2.03(b)(iv)) and that such Mortgage Loan has a current
Loan-to-Value Ratio in excess of 80% then the Master Servicer
shall use its reasonable efforts to obtain and maintain a Primary
Insurance Policy to the extent that such a policy is obtainable
at a reasonable price. The Master Servicer shall not cancel or
refuse to renew any such Primary Insurance Policy applicable to a
Nonsubserviced Mortgage Loan, or consent to any Subservicer
canceling or refusing to renew any such Primary Insurance Policy
applicable to a Mortgage Loan subserviced by it, that is in
effect at the date of the initial issuance of the Certificates
and is required to be kept in force hereunder unless the
replacement Primary Insurance Policy for such canceled or
non-renewed policy is maintained with an insurer whose
claims-paying ability is acceptable to each Rating Agency for
mortgage pass-through certificates having a rating equal to or
better than the lower of the then-current rating or the rating
assigned to the Certificates as of the Closing Date by such
Rating Agency.
(b) In connection with its activities as administrator and servicer
of the Mortgage Loans, the Master Servicer agrees to present or to cause
the related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the
Insurer under any Primary Insurance Policies, in a timely manner in
accordance with such policies, and, in this regard, to take or cause to be
taken such reasonable action as shall be necessary to permit recovery
under any Primary Insurance Policies respecting defaulted Mortgage Loans.
Pursuant to Section 3.07, any Insurance Proceeds collected by or remitted
to the Master Servicer under any Primary Insurance Policies shall be
deposited in the Custodial Account, subject to withdrawal pursuant to
Section 3.10.
SECTION 3.12. Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.
(a) The Master Servicer shall cause to be maintained for each
Mortgage Loan (other than a Cooperative Loan) fire insurance with extended
coverage in an amount which is equal to the lesser of the principal
balance owing on such Mortgage Loan or 100 percent of the insurable value
of the improvements; provided, however, that such coverage may not be less
than the minimum amount required to fully compensate for any loss or
damage on a replacement cost basis. To the extent it may do so without
breaching the related Subservicing Agreement, the Master Servicer shall
replace any Subservicer that does not cause such insurance, to the extent
it is available, to be maintained. The Master Servicer shall also cause to
be maintained on property acquired upon foreclosure, or deed in lieu of
foreclosure, of any Mortgage Loan (other than a Cooperative Loan), fire
insurance with extended coverage in an amount which is at least equal to
the amount necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to Section
3.07, any amounts collected by the Master Servicer under any such policies
(other than amounts to be applied to the restoration or repair of the
related Mortgaged Property or property thus acquired or amounts released
to the Mortgagor in accordance with the Master Servicer's normal servicing
procedures) shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 3.10. Any cost incurred by the Master
Servicer in maintaining any such insurance shall not, for the purpose of
calculating monthly distributions to the Certificateholders, be added to
the amount owing under the Mortgage Loan, notwithstanding that the terms
of the Mortgage Loan so permit. Such costs shall be recoverable by the
Master Servicer out of related late payments by the Mortgagor or out of
Insurance Proceeds and Liquidation Proceeds to the extent permitted by
Section 3.10. It is understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than pursuant to
such applicable laws and regulations as shall at any time be in force and
as shall require such additional insurance. Whenever the improvements
securing a Mortgage Loan (other than a Cooperative Loan) are located at
the time of origination of such Mortgage Loan in a federally designated
special flood hazard area, the Master Servicer shall cause flood insurance
(to the extent available) to be maintained in respect thereof. Such flood
insurance shall be in an amount equal to the lesser of (i) the amount
required to compensate for any loss or damage to the Mortgaged Property on
a replacement cost basis and (ii) the maximum amount of such insurance
available for the related Mortgaged Property under the national flood
insurance program (assuming that the area in which such Mortgaged Property
is located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a
blanket fire insurance policy with extended coverage insuring against
hazard losses on all of the Mortgage Loans, it shall conclusively be
deemed to have satisfied its obligations as set forth in the first
sentence of this Section 3.12(a), it being understood and agreed that such
policy may contain a deductible clause, in which case the Master Servicer
shall, in the event that there shall not have been maintained on the
related Mortgaged Property a policy complying with the first sentence of
this Section 3.12(a) and there shall have been a loss which would have
been covered by such policy, deposit in the Certificate Account the amount
not otherwise payable under the blanket policy because of such deductible
clause. Any such deposit by the Master Servicer shall be made on the
Certificate Account Deposit Date next preceding the Distribution Date
which occurs in the month following the month in which payments under any
such policy would have been deposited in the Custodial Account. In
connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present, on behalf of
itself, the Trustee and the Certificateholders, claims under any such
blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense
and keep in full force and effect throughout the term of this Agreement a
blanket fidelity bond and an errors and omissions insurance policy
covering the Master Servicer's officers and employees and other persons
acting on behalf of the Master Servicer in connection with its activities
under this Agreement. The amount of coverage shall be at least equal to
the coverage that would be required by FNMA or FHLMC, whichever is
greater, with respect to the Master Servicer if the Master Servicer were
servicing and administering the Mortgage Loans for FNMA or FHLMC. In the
event that any such bond or policy ceases to be in effect, the Master
Servicer shall obtain a comparable replacement bond or policy from an
issuer or insurer, as the case may be, meeting the requirements, if any,
of the Program Guide and acceptable to the Company. Coverage of the Master
Servicer under a policy or bond obtained by an Affiliate of the Master
Servicer and providing the coverage required by this Section 3.12(b) shall
satisfy the requirements of this Section 3.12(b).
SECTION 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in default
under this Section 3.13(a) by reason of any transfer or assumption
which the Master Servicer is restricted by law from preventing; and
(ii) if the Master Servicer determines that it is reasonably
likely that any Mortgagor will bring, or if any Mortgagor does bring,
legal action to declare invalid or otherwise avoid enforcement of a
due-on-sale clause contained in any Mortgage Note or Mortgage, the
Master Servicer shall not be required to enforce the due-on-sale
clause or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the 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
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
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 the Mortgage Loan. Upon
the occurrence of a Cash Liquidation or REO Disposition, following the
deposit in the Custodial Account of all Insurance Proceeds, Liquidation
Proceeds and other payments and recoveries referred to in the definition
of "Cash Liquidation" or "REO Disposition," as applicable, upon receipt by
the Trustee of written notification of such deposit signed by a Servicing
Officer, the Trustee or any Custodian, as the case may be, shall release
to the Master Servicer the related Mortgage File and the Trustee shall
execute and deliver such instruments of transfer or assignment prepared by
the Master Servicer, in each case without recourse, as shall be necessary
to vest in the Master Servicer or its designee, as the case may be, the
related Mortgage Loan, and thereafter such Mortgage Loan shall not be part
of the Trust Fund. Notwithstanding the foregoing or any other provision of
this Agreement, in the Master Servicer's sole discretion with respect to
any defaulted Mortgage Loan or REO Property as to either of the following
provisions, (i) a Cash Liquidation or REO Disposition may be deemed to
have occurred if substantially all amounts expected by the Master Servicer
to be received in connection with the related defaulted Mortgage Loan or
REO Property have been received, and (ii) for purposes of determining the
amount of any Liquidation Proceeds, Insurance Proceeds, REO Proceeds or
any other unscheduled collections or the amount of any Realized Loss, the
Master Servicer may take into account minimal amounts of additional
receipts expected to be received or any estimated additional liquidation
expenses expected to be incurred in connection with the related defaulted
Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by
the Trust Fund as an REO Property by foreclosure or by deed in lieu of
foreclosure, the deed or certificate of sale shall be issued to the
Trustee or to its nominee on behalf of Certificateholders. Notwithstanding
any such acquisition of title and cancellation of the related Mortgage
Loan, such REO Property shall (except as otherwise expressly provided
herein) be considered to be an Outstanding Mortgage Loan held in the Trust
Fund until such time as the REO Property shall be sold. Consistent with
the foregoing for purposes of all calculations hereunder so long as such
REO Property shall be considered to be an Outstanding Mortgage Loan it
shall be assumed that, notwithstanding that the indebtedness evidenced by
the related Mortgage Note shall have been discharged, such Mortgage Note
and the related amortization schedule in effect at the time of any such
acquisition of title (after giving effect to any previous Curtailments and
before any adjustment thereto by reason of any bankruptcy or similar
proceeding or any moratorium or similar waiver or grace period) remain in
effect.
(c) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on
a Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall
dispose of such REO Property within two years of 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 such grace period would otherwise expire, an extension of such grace
period unless the Master Servicer (subject to Section 10.01(f)) obtains
for the Trustee an Opinion of Counsel, addressed to the Trustee and the
Master Servicer, to the effect that the holding by the Trust Fund of such
REO Property subsequent to such period will not result in the imposition
of taxes on "prohibited transactions" as defined in Section 860F of the
Code or cause the Trust Fund to fail to qualify as a REMIC (for federal
(or any applicable State or local) income tax purposes) at any time that
any Certificates are outstanding, in which case the Trust Fund may
continue to hold such REO Property (subject to any conditions contained in
such Opinion of Counsel). The Master Servicer shall be entitled to be
reimbursed from the Custodial Account for any costs incurred in obtaining
such Opinion of Counsel, as provided in Section 3.10. Notwithstanding any
other provision of this Agreement, no REO Property acquired by the Trust
Fund shall be rented (or allowed to continue to be rented) or otherwise
used by or on behalf of the Trust Fund in such a manner or pursuant to any
terms that would (i) cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the
Code or (ii) subject the Trust Fund to the imposition of any federal
income taxes on the income earned from such REO Property, including any
taxes imposed by reason of Section 860G(c) of the Code, unless the Master
Servicer has agreed to indemnify and hold harmless the Trust Fund with
respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase
or repurchase of any Mortgage Loan pursuant to the terms of this
Agreement, as well as any recovery resulting from a collection of
Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be applied
in the following order of priority: first, to reimburse the Master
Servicer or the related 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.
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
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.
(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.
SECTION 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
SECTION 3.19. Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31 that
occurs at least six months after the Cut-off Date, the Master Servicer at its
expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
SECTION 3.20. Rights of the Company in Respect of the Master Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
SECTION 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for
a Subservicing Account (the "Buydown Account"). The Master Servicer shall
cause the Subservicing Agreement to require that upon receipt from the
Mortgagor of the amount due on a Due Date for each Buydown Mortgage Loan,
the Subservicer will withdraw from the Buydown Account the predetermined
amount that, when added to the amount due on such date from the Mortgagor,
equals the full Monthly Payment and transmit that amount in accordance
with the terms of the Subservicing Agreement to the Master Servicer
together with the related payment made by the Mortgagor or advanced by the
Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in
its entirety during the period (the "Buydown Period") when Buydown Funds
are required to be applied to such Buydown Mortgage Loan, the Subservicer
shall be required to withdraw from the Buydown Account and remit any
Buydown Funds remaining in the Buydown Account in accordance with the
related buydown agreement. The amount of Buydown Funds which may be
remitted in accordance with the related buydown agreement may reduce the
amount required to be paid by the Mortgagor to fully prepay the related
Mortgage Loan. If the Mortgagor on a Buydown Mortgage Loan defaults on
such Mortgage Loan during the Buydown Period and the property securing
such Buydown Mortgage Loan is sold in the liquidation thereof (either by
the Master Servicer or the insurer under any related Primary Insurance
Policy), the Subservicer shall be required to withdraw from the Buydown
Account the Buydown Funds for such Buydown Mortgage Loan still held in the
Buydown Account and remit the same to the Master Servicer in accordance
with the terms of the Subservicing Agreement for deposit in the Custodial
Account or, if instructed by the Master Servicer, pay to the insurer under
any related Primary Insurance Policy if the Mortgaged Property is
transferred to such insurer and such insurer pays all of the loss incurred
in respect of such default. Any amount so remitted pursuant to the
preceding sentence will be deemed to reduce the amount owed on the
Mortgage Loan.
ARTICLE 4
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to
be deposited on behalf of the Trustee on or before 2:00 P.M. New York time
on each Certificate Account Deposit Date by wire transfer of immediately
available funds an amount equal to the sum of (i) any Advance for the
immediately succeeding Distribution Date, (ii) any amount required to be
deposited in the Certificate Account pursuant to Section 3.12(a), (iii)
any amount required to be deposited in the Certificate Account pursuant to
Section 3.16(e) or Section 4.07, (iv) any amount required to be paid
pursuant to Section 9.01, and (v) all other amounts constituting the
Available Distribution Amount for the immediately succeeding Distribution
Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to
invest the funds in the Certificate Account in Permitted Investments
designated in the name of the Trustee for the benefit of the
Certificateholders, which shall mature not later than the Business Day
next preceding the Distribution Date next following the date of such
investment (except that (i) any investment in the institution with which
the Certificate Account is maintained may mature on such Distribution Date
and (ii) any other investment may mature on such Distribution Date if the
Trustee shall advance funds on such Distribution Date to the Certificate
Account in the amount payable on such investment on such Distribution
Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of
prior to maturity. Subject to Section 3.16(e), all income and gain
realized from any such investment shall be for the benefit of the Master
Servicer and shall be subject to its withdrawal or order from time to
time. The amount of any losses incurred in respect of any such investments
shall be deposited in the Certificate Account by the Master Servicer out
of its own funds immediately as realized without any right of
reimbursement.
SECTION 4.02. Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of
the Trustee or (y) the Paying Agent appointed by the Trustee, shall
distribute to the Master Servicer, in the case of a distribution pursuant
to Section 4.02(a)(iii), the amount required to be distributed to the
Master Servicer or a Subservicer pursuant to Section 4.02(a)(iii) and to
each Certificateholder of record on the next preceding Record Date (other
than as provided in Section 9.01 respecting the final distribution) either
in immediately available funds (by wire transfer or otherwise) to the
account of such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder has so notified
the Master Servicer or the Paying Agent, as the case may be, or, if such
Certificateholder has not so notified the Master Servicer or the Paying
Agent by the Record Date, by check mailed to such Certificateholder at the
address of such Holder appearing in the Certificate Register such
Certificateholder's share (which share (A) with respect to each Class of
Certificates (other than any Subclass of the Class A-9 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-9 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 the case of amounts payable to the Master Servicer, to the
extent of the Available Distribution Amount:
(i) to the Class A Certificateholders (other than the Class A-8
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-9 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-8 Certificateholders, the Class A-8
Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than Class A-8
Certificateholders) and Class R Certificateholders, in the priorities
and amounts set forth in Section 4.02(b)(ii) through (iv) 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 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 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-8 Collection Shortfalls for such Distribution
Date or remaining unpaid for all previous Distribution Dates, to the
extent the amounts available pursuant to clause (x) of Sections
4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) are insufficient
therefor, applied in reduction of the Certificate Principal Balance
of the Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous Distribution
Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date, minus (y) the
amount of any Class A-8 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-8 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-8 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent
the amounts available pursuant to clause (x) of Sections
4.02(a)(xiii), (xiv) and (xv) are insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class B-1
Certificates;
(xii) to the Holders of the Class B-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date minus (y) the amount
of any Class A-8 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-8 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-8
Collection Shortfalls for such Distribution Date or remaining unpaid for all
previous Distribution Dates applied in reduction of the Certificate Principal
Balance of the Class B-3 Certificates;
(xvi) to the Class A Certificateholders and Class R
Certificateholders in the priority set forth in Section 4.02(b), the
portion, if any, of the Available Distribution Amount remaining after
the foregoing distributions, applied to reduce the Certificate
Principal Balances of such Class A Certificates and Class R
Certificates, but in no event more than the aggregate of the
outstanding Certificate Principal Balances of each such Class of
Class A Certificates and Class R Certificates, and thereafter, to
each Class of Class M Certificates then outstanding beginning with
such Class with the lowest numerical designation, any portion of the
Available Distribution Amount remaining after the Class A
Certificates and Class R Certificates have been retired, applied to
reduce the Certificate Principal Balance of each such Class of Class
M Certificates, but in no event more than the outstanding Certificate
Principal Balance of each such Class of Class M Certificates; and
thereafter to each such Class of Class B Certificates then
outstanding beginning with such Class with the lowest numerical
designation, any portion of the Available Distribution Amount
remaining after the Class M Certificates have been retired, applied
to reduce the Certificate Principal Balance of each such Class of
Class B Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Class B
Certificates; and
(xvii) to the Class R Certificateholders, the balance, if any,
of the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with
respect to the Class of Class B Certificates outstanding on such
Distribution Date with the highest numerical designation, or in the event
the Class B Certificates are no longer outstanding, the Class of Class M
Certificates then outstanding with the highest numerical designation, or
in the event the Class B Certificates and Class M Certificates are no
longer outstanding, the Class A and Class R Certificates, Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date will be distributable only to the extent that such
unpaid Accrued Certificate Interest was attributable to interest
shortfalls relating to 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-9 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-8 Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the "Class
A-8 Principal Distribution Amount") equal to the aggregate of:
(A) the related Discount Fraction of the principal portion of
each Monthly Payment on each Discount Mortgage Loan due during the
related Due Period, whether or not received on or prior to the related
Determination Date, minus the Discount Fraction of the principal
portion of any related Debt Service Reduction which together with
other Bankruptcy Losses exceeds the Bankruptcy Amount;
(B) the related Discount Fraction of the principal portion of all
unscheduled collections on each Discount Mortgage Loan received during
the preceding calendar month (other than amounts received in
connection with a Cash Liquidation or REO Disposition of a Discount
Mortgage Loan described in clause (C) below), including Principal
Prepayments in Full, Curtailments and repurchases (including deemed
repurchases under Section 3.07(b)) of Discount Mortgage Loans (or, in
the case of a substitution of a Deleted Mortgage Loan, the Discount
Fraction of the amount of any shortfall deposited in the Custodial
Account in connection with such substitution);
(C) in connection with the Cash Liquidation or REO Disposition of
a Discount Mortgage Loan that did not result in any Excess Special
Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses, an amount equal to the lesser of (1) the
applicable Discount Fraction of the Stated Principal Balance of such
Discount Mortgage Loan immediately prior to such Distribution Date and
(2) the aggregate amount of the collections on such Mortgage Loan to
the extent applied as recoveries of principal;
(D) any amounts allocable to principal for any previous
Distribution Date (calculated pursuant to clauses (A) through (C)
above) that remain undistributed; and
(E) the amount of any Class A-8 Collection Shortfalls for such
Distribution Date and the amount of any Class A-8 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-3
Certificates, in reduction of the Certificate Principal Balance
thereof, an amount equal to the sum of the following:
(A) Class A-3 Certificates' pro rata share (based on the
aggregate Certificate Principal Balance thereof relative to the
aggregate Certificate Principal Balance of all of the Certificates
(other than the Class A-8 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-3
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-8
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-3 Certificates
pursuant to this clause (iii) shall be reduced by an amount
equal to the Class A-3 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-8 Certificates) and Class R
Certificates of such difference; and
(iv) the balance of the Senior Principal Distribution Amount
remaining after the distributions, if any, described in Sections 4.02(b)(ii) and
(iii) above shall be distributed as follows:
(A) first, (1) 20.767949923 of such amount to the
Class A-1 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero, (2) 32.227124490%
of such amount sequentially to the Class A-5 Certificates
and Class A-4 Certificates, in that order, until the
Certificate Principal Balances of the Class A-5
Certificates and Class A-4 Certificates have been reduced
to zero and (3) 47.004925587% of such amount sequentially
to the Class A-6 Certificates and Class A-7 Certificates,
in that order, until the Certificate Principal Balances of
the Class A-6 Certificates and Class A-7 Certificates have
been reduced to zero;
(B) second, to the Class A-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; and
(C) third, to the Class A-3 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-8 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-8 Certificates and the Senior Principal
Distribution Amount will be distributed among all classes of Senior
Certificates (other than the Class A-8 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-8 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-8
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-8, Class A-9, Class M
and Class B Certificates, in each case as described herein.
(e) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an
REO Disposition that resulted in a Realized Loss, in the event that within
two years of the date on which such Realized Loss was determined to have
occurred the Master Servicer receives amounts, which the Master Servicer
reasonably believes to represent subsequent recoveries (net of any related
liquidation expenses), or determines that it holds surplus amounts
previously reserved to cover estimated expenses, specifically related to
such Mortgage Loan (including, but not limited to, recoveries in respect
of the representations and warranties made by the related Seller pursuant
to the applicable Seller's Agreement), the Master Servicer shall
distribute such amounts to the applicable Certificateholders of the Class
or Classes to which such Realized Loss was allocated (with the amounts to
be distributed allocated among such Classes in the same proportions as
such Realized Loss was allocated), and within each such Class to the
Certificateholders of record as of the Record Date immediately preceding
the date of such distribution (or if such Class of Certificates is no
longer outstanding, to the Certificateholders of record at the time that
such Realized Loss was allocated); provided that no such distribution to
any Class of Certificates of subsequent recoveries related to a Mortgage
Loan shall exceed, either individually or in the aggregate and together
with any other amounts paid in reimbursement therefor, the amount of the
related Realized Loss that was allocated to such Class of Certificates.
Notwithstanding the foregoing, no such distribution shall be made with
respect to the Certificates of any Class to the extent that either (i)
such Class was protected against the related Realized Loss pursuant to any
instrument or fund established under Section 11.01(e) or (ii) such Class
of Certificates has been deposited into a separate trust fund or other
structuring vehicle and separate certificates or other instruments
representing interests therein have been issued in one or more classes,
and any of such separate certificates or other instruments was 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-9 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-9 Certificates, to the Class A-9 Certificates or any Subclass
thereof in the same proportion as the related Realized Loss was allocated.
Any amounts to be so distributed shall not be remitted to or distributed
from the Trust Fund, and shall constitute subsequent recoveries with
respect to Mortgage Loans that are no longer assets of the Trust Fund.
(f) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts
of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each
indirect participating brokerage firm (a "brokerage firm" or "indirect
participating firm") for which it acts as agent. Each brokerage firm shall
be responsible for disbursing funds to the Certificate Owners that it
represents. None of the Trustee, the Certificate Registrar, the Company or
the Master Servicer shall have any responsibility therefor except as
otherwise provided by this Agreement or applicable law.
(g) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class
of Certificates will be made on the next Distribution Date, the Master
Servicer shall, no later than the Determination Date in the month of such
final distribution, notify the Trustee and the Trustee shall, no later
than two (2) Business Days after such Determination Date, mail on such
date to each Holder of such Class of Certificates a notice to the effect
that: (i) the Trustee anticipates that the final distribution with respect
to such Class of Certificates will be made on such Distribution Date but
only upon presentation and surrender of such Certificates at the office of
the Trustee or as otherwise specified therein, and (ii) no interest shall
accrue on such Certificates from and after the end of the prior calendar
month. In the event that Certificateholders required to surrender their
Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds
distributable with respect to such Certificates to be withdrawn from the
Certificate Account and credited to a separate escrow account for the
benefit of such Certificateholders as provided in Section 9.01(d).
SECTION 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to the
Certificate Account and with respect to each Distribution Date the
Master Servicer shall forward to the Trustee and the Trustee shall
forward by mail to each Holder and the Company a statement setting
forth the following information as to each Class of Certificates to
the extent applicable:
(i) (a) the amount of such distribution to the Certificateholders
of such Class applied to reduce the Certificate Principal Balance
thereof, and (b) the aggregate amount included therein representing
Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable
to such Holders if there were sufficient funds available therefor, the
amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant
to Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage
Loans after giving effect to the distribution of principal on such Distribution
Date;
(vi) the aggregate Certificate Principal Balance of each Class
of Certificates, and each of the Senior, Class M and Class B Percentages, after
giving effect to the amounts distributed on such Distribution Date, separately
identifying any reduction thereof due to Realized Losses other than pursuant to
an actual distribution of principal;
i (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-9 Certificates and
each Subclass, if any, thereof;
(xiii) the Class A-9 Notional Amount and each Class A-9 Subclass
Notional Amount;
(xiv) the occurrence of the Credit Support Depletion Date;
(xv) the Senior Accelerated Distribution Percentage applicable to such
distribution;
(xvi) the Senior Percentage for such Distribution Date;
(xvii) the aggregate amount of Realized Losses for such
Distribution Date;
(xviii) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or warranty;
(xix) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on such
Distribution Date;
(xx) the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution Date; and
In the case of information furnished pursuant to clauses (i) and (ii)
above, the amounts shall be expressed as a dollar amount per Certificate
with a $1,000 denomination. In addition to the statement provided to the
Trustee as set forth in this Section 4.03(a), the Master Servicer shall
provide to any manager of a trust fund consisting of some or all of the
Certificates, upon reasonable request, such additional information as is
reasonably obtainable by the Master Servicer at no additional expense to
the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and
shall forward, or cause to be forwarded, to each Person who at any time
during the calendar year was the Holder of a Certificate, other than a
Class R Certificate, a statement containing the information set forth in
clauses (i) and (ii) of subsection (a) above aggregated for such calendar
year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Master Servicer shall be deemed
to have been satisfied to the extent that substantially comparable
information shall be provided by the Master Servicer pursuant to any
requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and
shall forward, or cause to be forwarded, to each Person who at any time
during the calendar year was the Holder of a Class R Certificate, a
statement containing the applicable distribution information provided
pursuant to this Section 4.03 aggregated for such calendar year or
applicable portion thereof during which such Person was the Holder of a
Class R Certificate. Such obligation of the Master Servicer shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Master Servicer pursuant to any
requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in
the Master Servicer's sole discretion, for purposes of satisfying
applicable reporting requirements under Rule 144A.
SECTION 4.04. Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next
succeeding each Determination Date, the Master Servicer shall furnish a
written statement to the Trustee, any Paying Agent and the Company (the
information in such statement to be made available to Certificateholders
by the Master Servicer on request) setting forth (i) the Available
Distribution Amount; and (ii) the amounts required to be withdrawn from
the Custodial Account and deposited into the Certificate Account on the
immediately succeeding Certificate Account Deposit Date pursuant to clause
(iii) of Section 4.01(a). The determination by the Master Servicer of such
amounts shall, in the absence of obvious error, be presumptively deemed to
be correct for all purposes hereunder and the Trustee shall be protected
in relying upon the same without any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the
Certificate Account from its own funds, or funds received therefor from
the Subservicers, an amount equal to the Advances to be made by the Master
Servicer in respect of the related Distribution Date, which shall be in an
aggregate amount equal to the aggregate amount of Monthly Payments (with
each interest portion thereof adjusted to the Net Mortgage Rate), less the
amount of any related Servicing Modifications, Debt Service Reductions or
reductions in the amount of interest collectable from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations then in effect, on the
Outstanding Mortgage Loans as of the related Due Date, which Monthly
Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be
a Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the
Custodial Account and deposit in the Certificate Account all or a portion
of the Amount Held for Future Distribution in discharge of any such
Advance, or (iii) make advances in the form of any combination of (i) and
(ii) aggregating the amount of such Advance. Any portion of the Amount
Held for Future Distribution so used shall be replaced by the Master
Servicer by deposit in the Certificate Account on or before 11:00 A.M. New
York time on any future Certificate Account Deposit Date to the extent
that funds attributable to the Mortgage Loans that are available in the
Custodial Account for deposit in the Certificate Account on such
Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date.
The Master Servicer shall be entitled to use any Advance made by a
Subservicer as described in Section 3.07(b) that has been deposited in the
Custodial Account on or before such Distribution Date as part of the
Advance made by the Master Servicer pursuant to this Section 4.04. The
amount of any reimbursement pursuant to Section 4.02(a)(iii) in respect of
outstanding Advances on any Distribution Date shall be allocated to
specific Monthly Payments due but delinquent for previous Due Periods,
which allocation shall be made, to the extent practicable, to Monthly
Payments which have been delinquent for the longest period of time. Such
allocations shall be conclusive for purposes of reimbursement to the
Master Servicer from recoveries on related Mortgage Loans pursuant to
Section 3.10.
The determination by the Master Servicer that it has made a Nonrecoverable
Advance or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certificate of a Servicing Officer delivered to
the Seller and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) assume the rights and obligations of the Master
Servicer hereunder, including the obligation to deposit in the Certificate
Account an amount equal to the Advance for the immediately succeeding
Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
SECTION 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine the
total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation
or REO Disposition that occurred during the related Prepayment Period or, in the
case of a Servicing Modification that constitutes a reduction of the interest
rate on a Mortgage Loan, the amount of the reduction in the interest portion of
the Monthly Payment due in the month in which such Distribution Date occurs. The
amount of each Realized Loss shall be evidenced by an Officers' Certificate. All
Realized Losses, other than Excess Special Hazard Losses, Extraordinary Losses,
Excess Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows:
first, to the Class B-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; second, to the Class B-2 Certificates until
the Certificate Principal Balance thereof has been reduced to zero; third, to
the Class B-1 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class M-3 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; fifth, to the
Class M-2 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; sixth, to the Class M-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; ; and, thereafter, if such
Realized Losses are on a Discount Mortgage Loan, to the Class A-8 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-8 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-8 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-8 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-8
Certificates), Class M, Class B and Class R Certificates on a pro rata basis, as
described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon for such Distribution Date (without regard
to any Compensating Interest for such Distribution Date) in the case of an
interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Class B Certificates or, after the Certificate Principal
Balances of the Class B Certificates have been reduced to zero, to the Class of
Class M Certificates then outstanding with the highest numerical designation
shall be made by operation of the definition of "Certificate Principal Balance"
and by operation of the provisions of Section 4.02(a). Allocations of the
interest portions of Realized Losses shall be made by operation of the
definition of "Accrued Certificate Interest" and by operation of the provisions
of Section 4.02(a). Allocations of the principal portion of Debt Service
Reductions shall be made by operation of the provisions of Section 4.02(a). All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby; provided that if any Subclasses
of the Class A-9 Certificates have been issued pursuant to Section 5.01(c), such
Realized Losses and other losses allocated to the Class A-9 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 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.
ARTICLE 5
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-9 and Class R Certificates, shall be issuable in
minimum dollar denominations of $25,000 (or $250,000 in the case of the
Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates) and
integral multiples of $1 (in the case of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6 and Class A-7 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-8, Class M-1,
Class M-2, Class B-2 and Class B-3 Certificates may be issued in a
denomination equal to the denomination set forth as follows for such Class
or the sum of such denomination and an integral multiple of $1,000:
Class A-8 $25,678.09
Class M-1 $25,300.00
Class M-2 $250,500.00
Class B-2 $345,400.00
Class B-3 $461,051.34
The Class A-9 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-9 Certificates shall be issuable as a single Certificate as provided in
Section 5.01(c).
The Certificates shall be executed by manual or facsimile signature
on behalf of an authorized officer of the Trustee. Certificates bearing
the manual or facsimile signatures of individuals who were at any time the
proper officers of the Trustee shall bind the Trustee, notwithstanding
that such individuals or any of them have ceased to hold such offices
prior to the authentication and delivery of such Certificate or did not
hold such offices at the date of such Certificates. No Certificate shall
be entitled to any benefit under this Agreement, or be valid for any
purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by
the Certificate Registrar by manual signature, and such certificate upon
any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) The Class A Certificates, other than the Class A-8 Certificates
and Class A-9 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-8 Certificates and Class A-9 Certificates, through
the book-entry facilities of the Depository and, except as provided below,
shall not be entitled to Definitive Certificates in respect of such
Ownership Interests. All transfers by Certificate Owners of their
respective Ownership Interests in the Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owner. Each
Depository Participant shall transfer the Ownership Interests only in the
Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the
Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of
Book-Entry Certificates) deal with the Depository as the authorized
representative of the Certificate Owners with respect to the respective
Classes of Book-Entry Certificates for the purposes of exercising the
rights of Certificateholders hereunder. The rights of Certificate Owners
with respect to the respective Classes of Book-Entry Certificates shall be
limited to those established by law and agreements between such
Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions
from, and votes of, the Depository as Holder of any Class of Book-Entry
Certificates with respect to any particular matter shall not be deemed
inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection
with solicitations of consents from or voting by Certificateholders and
shall give notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Company is unable to locate a
qualified successor or (ii) the Company at its option advises the Trustee
in writing that it elects to terminate the book-entry system through the
Depository, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for
registration of transfer, the Trustee shall issue the Definitive
Certificates. Neither the Company, the Master Servicer nor the Trustee
shall be liable for any actions taken by the Depository or its nominee,
including, without limitation, any delay in delivery of such instructions
and may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Certificates all references
herein to obligations imposed upon or to be performed by the Company in
connection with the issuance of the Definitive Certificates pursuant to
this Section 5.01 shall be deemed to be imposed upon and performed by the
Trustee, and the Trustee and the Master Servicer shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder.
(c) From time to time Residential Funding, as the initial Holder of
the Class A-9 Certificates, may exchange such Holder's Class A-9
Certificates for Subclasses of Class A-9 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-9 Certificates so
surrendered for exchange. Any Subclass so issued shall bear a numerical
designation commencing with Class A-9-1 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-9 Subclass Notional
Amount and the initial Pass-Through Rate on a Subclass as set forth in
such Request for Exchange and the Trustee shall have no duty to determine
if any Uncertificated REMIC Regular Interest designated on a Request for
Exchange corresponds to a Subclass which has previously been issued. Each
Subclass so issued shall be substantially in the form set forth in Exhibit
A and shall, on original issue, be executed and delivered by the Trustee
to the Certificate Registrar for authentication and delivery in accordance
with Section 5.01(a). Every Certificate presented or surrendered for
exchange by the initial Holder shall (if so required by the Trustee or the
Certificate Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer attached to such Certificate and shall be completed
to the satisfaction of the Trustee and the Certificate Registrar duly
executed by, the initial Holder thereof or his attorney duly authorized in
writing. The Certificates of any Subclass of Class A-9 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 Counsel
acceptable to and in form and substance satisfactory to the Trustee and
the Company that such transfer may be made pursuant to an exemption,
describing the applicable exemption and the basis therefor, from said Act
and laws or is being made pursuant to said Act and laws, which Opinion of
Counsel shall not be an expense of the Trustee, the Company or the Master
Servicer and (B) the Trustee shall require the transferee to execute a
representation letter, substantially in the form of Exhibit J-1 hereto,
and the Trustee shall require the transferor to execute a representation
letter, substantially in the form of Exhibit K hereto, each acceptable to
and in form and substance satisfactory to the Company and the Trustee
certifying to the Company and the Trustee the facts surrounding such
transfer, which representation letters shall not be an expense of the
Trustee, the Company or the Master Servicer or (ii) the prospective
transferee of such a Certificate shall be required to provide the Trustee,
the Company and the Master Servicer with an investment letter
substantially in the form of Exhibit L attached hereto (or such other form
as the Company in its sole discretion deems acceptable), which investment
letter shall not be an expense of the Trustee, the Company or the Master
Servicer, and which investment letter states that, among other things,
such transferee (A) is a "qualified institutional buyer" as defined under
Rule 144A, acting for its own account or the accounts of other "qualified
institutional buyers" as defined under Rule 144A, and (B) is aware that
the proposed transferor intends to rely on the exemption from registration
requirements under the Securities Act of 1933, as amended, provided by
Rule 144A. The Holder of any such Certificate desiring to effect any such
transfer, sale, pledge or other disposition shall, and does hereby agree
to, indemnify the Trustee, the Company, the Master Servicer and the
Certificate Registrar against any liability that may result if the
transfer, sale, pledge or other disposition is not so exempt or is not
made in accordance with such federal and state laws.
(e) In the case of any Class M, Class B or Class R Certificate
presented for registration in the name of any Person, either (i) the
Trustee shall require an Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer
to the effect that the purchase or holding of such Class M, Class B or
Class R Certificate is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under
Section 406 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Code (or comparable provisions
of any subsequent enactments), and will not subject the Trustee, the
Company or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or the Master Servicer
or (ii) the prospective transferee shall be required to provide the
Trustee, the Company and the Master Servicer with a certification to the
effect set forth in paragraph six of Exhibit J-1 (with respect to any
Class B Certificate), Exhibit J-2 (with respect to any Class M
Certificate) or paragraph fourteen of Exhibit I-1 (with respect to any
Class R Certificate), which the Trustee may rely upon without further
inquiry or investigation, or such other certifications as the Trustee may
deem desirable or necessary in order to establish that such transferee or
the Person in whose name such registration is requested is not an employee
benefit plan or other plan subject to the prohibited transaction
provisions of ERISA or Section 4975 of the Code, or any Person (including
an investment manager, a named fiduciary or a trustee of any such plan)
who is using "plan assets" of any such plan to effect such acquisition.
(f) (i) Each Person who has or who acquires any Ownership Interest in
a Class R Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Trustee or its designee
under clause (iii)(A) below to deliver payments to a Person other than
such Person and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of transfer and to do all
other things necessary in connection with any such sale. The rights of
each Person acquiring any Ownership Interest in a Class R Certificate are
expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a Class
R Certificate shall be a Permitted Transferee and shall promptly notify the
Trustee of any change or impending change in its status as a Permitted
Transferee.
(B) In connection with any proposed Transfer of any Ownership Interest
in a Class R Certificate, the Trustee shall require delivery to it, and
shall not register the Transfer of any Class R Certificate until its
receipt of, (I) an affidavit and agreement (a "Transfer Affidavit and
Agreement," in the form attached hereto as Exhibit I-1) from the proposed
Transferee, in form and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that it is a Permitted
Transferee, that it is not acquiring its Ownership Interest in the Class R
Certificate that is the subject of the proposed Transfer as a nominee,
trustee or agent for any Person who is not a Permitted Transferee, that for
so long as it retains its Ownership Interest in a Class R Certificate, it
will endeavor to remain a Permitted Transferee, and that it has reviewed
the provisions of this Section 5.02(f) and agrees to be bound by them, and
(II) a certificate, in the form attached hereto as Exhibit I-2, from the
Holder wishing to transfer the Class R Certificate, in form and substance
satisfactory to the Master Servicer, representing and warranting, among
other things, that no purpose of the proposed Transfer is to impede the
assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and Agreement
by a proposed Transferee under clause (B) above, if a Responsible Officer
of the Trustee who is assigned to this Agreement has actual knowledge that
the proposed Transferee is not a Permitted Transferee, no Transfer of an
Ownership Interest in a Class R Certificate to such proposed Transferee
shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a Class
R Certificate shall agree (x) to require a Transfer Affidavit and Agreement
from any other Person to whom such Person attempts to transfer its
Ownership Interest in a Class R Certificate and (y) not to transfer its
Ownership Interest unless it provides a certificate to the Trustee in the
form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership Interest in a Class
R Certificate, by purchasing an Ownership Interest in such Certificate,
agrees to give the Trustee written notice that it is a "pass-through
interest holder" within the meaning of Temporary Treasury Regulations
Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
Interest in a Class R Certificate, if it is, or is holding an Ownership
Interest in a Class R Certificate on behalf of, a "pass-through interest
holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit and
Agreement, a certificate of the Holder requesting such transfer in
the form attached hereto as Exhibit I-2 and all of such other
documents as shall have been reasonably required by the Trustee as a
condition to such registration. Transfers of the Class R Certificates
to Non-United States Persons and Disqualified Organizations (as
defined in Section 860E(e)(5) of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a holder
of a Class R Certificate, then the last preceding Permitted
Transferee shall be restored, to the extent permitted by law, to all
rights and obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. If a
Non-United States Person shall become a holder of a Class R
Certificate, then the last preceding United States Person shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration
of such Transfer of such Class R Certificate. If a transfer of a
Class R Certificate is disregarded pursuant to the provisions of
Treasury Regulations Section 1.860E-1 or Section 1.860G-3, then the
last preceding Permitted Transferee shall be restored, to the extent
permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such
Class R Certificate. The Trustee shall be under no liability to any
Person for any registration of Transfer of a Class R Certificate that
is in fact not permitted by this Section 5.02(f) or for making any
payments due on such Certificate to the holder thereof or for taking
any other action with respect to such holder under the provisions of
this Agreement.
(B) If any purported Transferee shall become a Holder
of a Class R Certificate in violation of the restrictions
in this Section 5.02(f) and to the extent that the
retroactive restoration of the rights of the Holder of such
Class R Certificate as described in clause (iii)(A) above
shall be invalid, illegal or unenforceable, then the Master
Servicer shall have the right, without notice to the holder
or any prior holder of such Class R Certificate, to sell
such Class R Certificate to a purchaser selected by the
Master Servicer on such terms as the Master Servicer may
choose. Such purported Transferee shall promptly endorse
and deliver each Class R Certificate in accordance with the
instructions of the Master Servicer. Such purchaser may be
the Master Servicer itself or any Affiliate of the Master
Servicer. The proceeds of such sale, net of the commissions
(which may include commissions payable to the Master
Servicer or its Affiliates), expenses and taxes due, if
any, will be remitted by the Master Servicer to such
purported Transferee. The terms and conditions of any sale
under this clause (iii)(B) shall be determined in the sole
discretion of the Master Servicer, and the Master Servicer
shall not be liable to any Person having an Ownership
Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information
necessary to compute any tax imposed (A) as a result of the Transfer
of an Ownership Interest in a Class R Certificate to any Person who
is a Disqualified Organization, including the information regarding
"excess inclusions" of such Class R Certificates required to be
provided to the Internal Revenue Service and certain Persons as
described in Treasury Regulations Sections 1.860D-1(b)(5) and
1.860E-2(a)(5), and (B) as a result of any regulated investment
company, real estate investment trust, common trust fund,
partnership, trust, estate or organization described in Section 1381
of the Code that holds an Ownership Interest in a Class R Certificate
having as among its record holders at any time any Person who is a
Disqualified Organization. Reasonable compensation for providing such
information may be required by the Master Servicer from such Person.
(v) The provisions of this Section 5.02(f) set forth prior to this
clause (v) may be modified, added to or eliminated, provided that there
shall have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the
effect that the modification, addition to or elimination of
such provisions will not cause such Rating Agency to
downgrade its then-current ratings, if any, of any Class of
the Class A, Class M, Class B or Class R Certificates below
the lower of the then-current rating or the rating assigned
to such Certificates as of the Closing Date by such Rating
Agency; and
(B) subject to Section 10.01(f), a certificate of the
Master Servicer stating that the Master Servicer has
received an Opinion of Counsel, in form and substance
satisfactory to the Master Servicer, to the effect that
such modification, addition to or absence of such
provisions will not cause the Trust Fund to cease to
qualify as a REMIC and will not cause (x) the Trust Fund to
be subject to an entity-level tax caused by the Transfer of
any Class R Certificate to a Person that is a Disqualified
Organization or (y) a Certificateholder or another Person
to be subject to a REMIC-related tax caused by the Transfer
of a Class R Certificate to a Person that is not a
Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
SECTION 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Trustee, the Certificate Registrar and any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, 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 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 and any previously unpaid Accrued Certificate
Interest with respect thereto.
(d) In the event that any Certificateholders do not surrender their
Certificates on or before the Distribution Date on which a purchase
pursuant to this Section 5.06 is to be made, the Trustee shall on such
date cause all funds in the Certificate Account deposited therein by the
Master Servicer or the Company, as applicable, pursuant to Section 5.06(b)
to be withdrawn therefrom and deposited in a separate escrow account for
the benefit of such Certificateholders, and the Master Servicer or the
Company, as applicable, shall give a second written notice to such
Certificateholders to surrender their Certificates for payment of the
purchase price therefor. If within six months after the second notice any
Certificate shall not have been surrendered for cancellation, the Trustee
shall take appropriate steps as directed by the Master Servicer or the
Company, as applicable, to contact the Holders of such Certificates
concerning surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting Certificateholders shall
be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation in accordance with this Section 5.06, the
Trustee shall pay to the Master Servicer or the Company, as applicable,
all amounts distributable to the Holders thereof and the Master Servicer
or the Company, as applicable, shall thereafter hold such amounts until
distributed to such Holders. No interest shall accrue or be payable to any
Certificateholder on any amount held in the escrow account or by the
Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for payment in
accordance with this Section 5.06. Any Certificate that is not surrendered
on the Distribution Date on which a purchase pursuant to this Section 5.06
occurs as provided above will be deemed to have been purchased and the
Holder as of such date will have no rights with respect thereto except to
receive the purchase price therefor minus any costs and expenses
associated with such escrow account and notices allocated thereto. Any
Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder. The Master Servicer
or the Company, as applicable, shall be for all purposes the Holder
thereof as of such date.
ARTICLE 6
THE COMPANY AND THE MASTER SERVICER
SECTION 6.01. Respective Liabilities of the Company and the Master Servicer.
The Company and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and
respectively imposed upon and undertaken by the Company and the Master
Servicer herein. By way of illustration and not limitation, the Company is
not liable for the servicing and administration of the Mortgage Loans, nor
is it obligated by Section 7.01 or Section 10.01 to assume any obligations
of the Master Servicer or to appoint a designee to assume such obligations,
nor is it liable for any other obligation hereunder that it may, but is not
obligated to, assume unless it elects to assume such obligation in
accordance herewith.
SECTION 6.02. Merger or Consolidation of the Company or the Master
Servicer; Assignment of Rights and Delegation of Duties by Master Servicer.
(a) The Company and the Master Servicer will each keep in full effect
its existence, rights and franchises as a corporation under the laws of
the state of its incorporation, and will each obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction
in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates or any of
the Mortgage Loans and to perform its respective duties under this
Agreement.
(b) Any Person into which the Company or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Company or the Master Servicer shall be a
party, or any Person succeeding to the business of the Company or the
Master Servicer, shall be the successor of the Company or the Master
Servicer, as the case may be, hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that
the successor or surviving Person to the Master Servicer shall be
qualified to service mortgage loans on behalf of FNMA or FHLMC; and
provided further that each Rating Agency's ratings, if any, of the Class
A, Class M, Class B or Class R Certificates in effect immediately prior to
such merger or consolidation will not be qualified, reduced or withdrawn
as a result thereof (as evidenced by a letter to such effect from each
Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section
6.04 to the contrary, the Master Servicer may assign its rights and
delegate its duties and obligations under this Agreement; provided that
the Person accepting such assignment or delegation shall be a Person which
is qualified to service mortgage loans on behalf of FNMA or FHLMC, is
reasonably satisfactory to the Trustee and the Company, is willing to
service the Mortgage Loans and executes and delivers to the Company and
the Trustee an agreement, in form and substance reasonably satisfactory to
the Company and the Trustee, which contains an assumption by such Person
of the due and punctual performance and observance of each covenant and
condition to be performed or observed by the Master Servicer under this
Agreement; provided further that each Rating Agency's rating of the
Classes of Certificates that have been rated in effect immediately prior
to such assignment and delegation will not be qualified, reduced or
withdrawn as a result of such assignment and delegation (as evidenced by a
letter to such effect from each Rating Agency). In the case of any such
assignment and delegation, the Master Servicer shall be released from its
obligations under this Agreement, except that the Master Servicer shall
remain liable for all liabilities and obligations incurred by it as Master
Servicer hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding sentence.
SECTION 6.03. Limitation on Liability of the Company, the Master Servicer
and Others.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Company, the Master Servicer or any such Person
against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Company, the Master Servicer and any
director, officer, employee or agent of the Company or the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Company,
the Master Servicer and any director, officer, employee or agent of the Company
or the Master Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder.
Neither the Company nor the Master Servicer shall be under any obligation
to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as if such expenses and costs constituted a Prepayment
Interest Shortfall.
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.
ARTICLE 7
DEFAULT
SECTION 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be
distributed to the Holders of Certificates of any Class any
distribution required to be made under the terms of the Certificates
of such Class and this Agreement and, in either case, such failure
shall continue unremedied for a period of 5 days after the date upon
which written notice of such failure, requiring such failure to be
remedied, shall have been given to the Master Servicer by the Trustee
or the Company or to the Master Servicer, the Company and the Trustee
by the Holders of Certificates of such Class evidencing Percentage
Interests aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in any
material respect any other of the covenants or agreements on the part
of the Master Servicer contained in the Certificates of any Class or
in this Agreement and such failure shall continue unremedied for a
period of 30 days (except that such number of days shall be 15 in the
case of a failure to pay the premium for any Required Insurance
Policy) after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the
Master Servicer by the Trustee or the Company, or to the Master
Servicer, the Company and the Trustee by the Holders of Certificates
of any Class evidencing, in the case of any such Class, Percentage
Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency
or similar law or appointing a conservator or receiver or liquidator
in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the
Master Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities, or similar proceedings of, or relating
to, the Master Servicer or of, or relating to, all or substantially all of the
property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of, or commence a voluntary case under, any applicable
insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its
obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to
Section 4.04(b) that it is unable to deposit in the Certificate Account an
amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section shall
occur, then, and in each and every such case, so long as such Event of Default
shall not have been remedied, either the Company or the Trustee may, and at the
direction of Holders of Certificates entitled to at least 51% of the Voting
Rights, the Trustee shall, by notice in writing to the Master Servicer (and to
the Company if given by the Trustee or to the Trustee if given by the Company),
terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof, other than
its rights as a Certificateholder hereunder. If an Event of Default described in
clause (vi) hereof shall occur, the Trustee shall, by notice to the Master
Servicer and the Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential Funding
in its capacity as Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
SECTION 7.02. Trustee or Company to Act; Appointment of Successor.
On and after the time the Master Servicer receives a notice of termination
pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Trustee
or, upon notice to the Company and with the Company's consent (which shall not
be unreasonably withheld) a designee (which meets the standards set forth below)
of the Trustee, shall be the successor in all respects to the Master Servicer in
its capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer (except for the
responsibilities, duties and liabilities contained in Sections 2.02 and 2.03(a),
excluding the duty to notify related Subservicers or Sellers as set forth in
such Sections, and its obligations to deposit amounts in respect of losses
incurred prior to such notice or termination on the investment of funds in the
Custodial Account or the Certificate Account pursuant to Sections 3.07(c) and
4.01(b) by the terms and provisions hereof); provided, however, that any failure
to perform such duties or responsibilities caused by the preceding Master
Servicer's failure to provide information required by Section 4.04 shall not be
considered a default by the Trustee hereunder. As compensation therefor, the
Trustee shall be entitled to all funds relating to the Mortgage Loans which the
Master Servicer would have been entitled to charge to the Custodial Account or
the Certificate Account if the Master Servicer had continued to act hereunder
and, in addition, shall be entitled to the income from any Permitted Investments
made with amounts attributable to the Mortgage Loans held in the Custodial
Account or the Certificate Account. If the Trustee has become the successor to
the Master Servicer in accordance with Section 6.04 or Section 7.01, then
notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution,
which is also a FNMA- or FHLMC-approved mortgage servicing institution, having a
net worth of not less than $10,000,000 as the successor to the Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder. Pending appointment of a
successor to the Master Servicer hereunder, the Trustee shall become successor
to the Master Servicer and shall act in such capacity as hereinabove provided.
In connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the initial Master Servicer
hereunder. The Company, the Trustee, the Custodian and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. The Servicing Fee for any successor Master Servicer
appointed pursuant to this Section 7.02 will be lowered with respect to those
Mortgage Loans, if any, where the Subservicing Fee accrues at a rate of less
than 0.20% per annum in the event that the successor Master Servicer is not
servicing such Mortgage Loans directly and it is necessary to raise the related
Subservicing Fee to a rate of 0.20% per annum in order to hire a Subservicer
with respect to such Mortgage Loans.
SECTION 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to
the Master Servicer, the Trustee shall give prompt written notice
thereof to the Certificateholders at their respective addresses
appearing in the Certificate Register.
(b) Within 60 days after the occurrence of any Event of Default,
the Trustee shall transmit by mail to all Holders of Certificates
notice of each such Event of Default hereunder known to the Trustee,
unless such Event of Default shall have been cured or waived.
SECTION 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected by a
default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 12.01(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.
ARTICLE 8
CONCERNING THE TRUSTEE
SECTION 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default
and after the curing of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default
has occurred (which has not been cured or waived), the Trustee shall
exercise such of the rights and powers vested in it by this Agreement,
and use the same degree of care and skill in their exercise as a
prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee which are specifically required to be furnished
pursuant to any provision of this Agreement, shall examine them to
determine whether they conform to the requirements of this Agreement. The
Trustee shall notify the Certificateholders of any such documents which do
not materially conform to the requirements of this Agreement in the event
that the Trustee, after so requesting, does not receive satisfactorily
corrected documents.
The Trustee shall forward or cause to be forwarded in a timely
fashion the notices, reports and statements required to be forwarded by
the Trustee pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee
shall furnish in a timely fashion to the Master Servicer such information
as the Master Servicer may reasonably request from time to time for the
Master Servicer to fulfill its duties as set forth in this Agreement. The
Trustee covenants and agrees that it shall perform its obligations
hereunder in a manner so as to maintain the status of the Trust Fund as a
REMIC under the REMIC Provisions and (subject to Section 10.01(f)) to
prevent the imposition of any federal, state or local income, prohibited
transaction, contribution or other tax on the Trust Fund to the extent
that maintaining such status and avoiding such taxes are reasonably within
the control of the Trustee and are reasonably within the scope of its
duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct; provided,
however, that: -------- -------
(i) Prior to the occurrence of an Event of Default, and after
the curing or waiver of all such Events of Default which may have
occurred, the duties and obligations of the Trustee shall be
determined solely by the express provisions of this Agreement, the
Trustee shall not be liable except for the performance of such duties
and obligations as are specifically set forth in this Agreement, no
implied covenants or obligations shall be read into this Agreement
against the Trustee and, in the absence of bad faith on the part of
the Trustee, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee by the
Company or the Master Servicer and which on their face, do not
contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee
was negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith
in accordance with the direction of Certificateholders of any Class
holding Certificates which evidence, as to such Class, Percentage
Interests aggregating not less than 25% as to the time, method and
place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee,
under this Agreement;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified in
clauses (i) and (ii) of Section 7.01 or an Event of Default under
clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible
Officer of the Trustee assigned to and working in the Corporate Trust
Office obtains actual knowledge of such failure or event or the
Trustee receives written notice of such failure or event at its
Corporate Trust Office from the Master Servicer, the Company or any
Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision
in this Agreement shall require the Trustee to expend or risk its own
funds (including, without limitation, the making of any Advance) or
otherwise incur any personal financial liability in the performance
of any of its duties as Trustee hereunder, or in the exercise of any
of its rights or powers, if the Trustee shall have reasonable grounds
for believing that repayment of funds or adequate indemnity against
such risk or liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of
any and all federal, state and local taxes imposed on the Trust Fund or
its assets or transactions including, without limitation, (A) "prohibited
transaction" penalty taxes as defined in Section 860F of the Code, if,
when and as the same shall be due and payable, (B) any tax on
contributions to a REMIC after the Closing Date imposed by Section 860G(d)
of the Code and (C) any tax on "net income from foreclosure property" as
defined in Section 860G(c) of the Code, but only if such taxes arise out
of a breach by the Trustee of its obligations hereunder, which breach
constitutes negligence or willful misconduct of the Trustee.
SECTION 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or
parties;
(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Agreement or to
institute, conduct or defend any litigation hereunder or in relation
hereto at the request, order or direction of any of the
Certificateholders, pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (which has not
been cured), to exercise such of the rights and powers vested in it
by this Agreement, and to use the same degree of care and skill in
their exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred,
the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in
writing so to do by Holders of Certificates of any Class evidencing,
as to such Class, Percentage Interests, aggregating not less than
50%; provided, however, that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion
of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Agreement, the Trustee may
require reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every such
examination shall be paid by the Master Servicer, if an Event of
Default shall have occurred and is continuing, and otherwise by the
Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys; and
(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its
attorney-in-fact for purposes of signing any Tax Returns required to
be filed on behalf of the Trust Fund. The Trustee shall sign on behalf
of the Trust Fund and deliver to the Master Servicer in a timely
manner any Tax Returns prepared by or on behalf of the Master Servicer
that the Trustee is required to sign as determined by the Master
Servicer pursuant to applicable federal, state or local tax laws,
provided that the Master Servicer shall indemnify the Trustee for
signing any such Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to
Section 10.01(f)) it shall have obtained or been furnished with an Opinion
of Counsel to the effect that such contribution will not (i) cause the
Trust Fund to fail to qualify as a REMIC at any time that any Certificates
are outstanding or (ii) cause the Trust Fund to be subject to any federal
tax as a result of such contribution (including the imposition of any
federal tax on "prohibited transactions" imposed under Section 860F(a) of
the Code).
SECTION 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document. Except as
otherwise provided herein, the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the Certificates or
of the proceeds of such Certificates, or for the use or application of any funds
paid to the Company or the Master Servicer in respect of the Mortgage Loans or
deposited in or withdrawn from the Custodial Account or the Certificate Account
by the Company or the Master Servicer.
SECTION 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Trustee.
SECTION 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee
and any co-trustee from time to time, and the Trustee and any co-trustee
shall be entitled to, reasonable compensation (which shall not be limited
by any provision of law in regard to the compensation of a trustee of an
express trust) for all services rendered by each of them in the execution
of the trusts hereby created and in the exercise and performance of any of
the powers and duties hereunder of the Trustee and any co-trustee, and the
Master Servicer will pay or reimburse the Trustee and any co-trustee upon
request for all reasonable expenses, disbursements and advances incurred
or made by the Trustee or any co-trustee in accordance with any of the
provisions of this Agreement (including the reasonable compensation and
the expenses and disbursements of its counsel and of all persons not
regularly in its employ, and the expenses incurred by the Trustee or any
co-trustee in connection with the appointment of an office or agency
pursuant to Section 8.12) except any such expense, disbursement or advance
as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to
hold the Trustee harmless against, any loss, liability or expense incurred
without negligence or willful misconduct on its part, arising out of, or
in connection with, the acceptance and administration of the Trust Fund,
including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against any claim in connection with the
exercise or performance of any of its powers or duties under this
Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have given
the Master Servicer written notice thereof promptly after the Trustee
shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee
shall cooperate and consult fully with the Master Servicer in preparing such
defense; and
(iii) notwithstanding anything in this Agreement to the contrary,
the Master Servicer shall not be liable for settlement of any claim by
the Trustee entered into without the prior consent of the Master
Servicer which consent shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations created by this
Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the Master
Servicer in this Section 8.05(b) shall not pertain to any loss, liability or
expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
SECTION 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
SECTION 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Company.
Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee by written instrument, in duplicate, one copy
of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court
of competent jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign
after written request therefor by the Company, or if at any time the
Trustee shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Company may remove the Trustee and
appoint a successor trustee by written instrument, in duplicate, one copy
of which instrument shall be delivered to the Trustee so removed and one
copy to the successor trustee. In addition, in the event that the Company
determines that the Trustee has failed (i) to distribute or cause to be
distributed to the Certificateholders any amount required to be
distributed hereunder, if such amount is held by the Trustee or its Paying
Agent (other than the Master Servicer or the Company) for distribution or
(ii) to otherwise observe or perform in any material respect any of its
covenants, agreements or obligations hereunder, and such failure shall
continue unremedied for a period of 5 days (in respect of clause (i)
above) or 30 days (in respect of clause (ii) above) after the date on
which written notice of such failure, requiring that the same be remedied,
shall have been given to the Trustee by the Company, then the Company may
remove the Trustee and appoint a successor trustee by written instrument
delivered as provided in the preceding sentence. In connection with the
appointment of a successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction
of the ratings on any class of the Certificates below the lesser of the
then current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a
successor trustee by written instrument or instruments, in triplicate,
signed by such Holders or their attorneys-in-fact duly authorized, one
complete set of which instruments shall be delivered to the Company,
one complete set to the Trustee so removed and one complete set to the
successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of
a successor trustee pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor
trustee as provided in Section 8.08.
SECTION 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor trustee shall become
effective and such successor trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of
its predecessor hereunder, with the like effect as if originally named as
trustee herein. The predecessor trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements held by it
hereunder (other than any Mortgage Files at the time held by a Custodian,
which shall become the agent of any successor trustee hereunder), and the
Company, the Master Servicer and the predecessor trustee shall execute and
deliver such instruments and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in the
successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in
this Section unless at the time of such acceptance such successor
trustee shall be eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as
provided in this Section, the Company shall mail notice of the
succession of such trustee hereunder to all Holders of Certificates at
their addresses as shown in the Certificate Register. If the Company
fails to mail such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Company.
SECTION 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee may
be merged or converted or with which it may be consolidated or any corporation
or national banking association resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or
national banking association succeeding to the business of the Trustee, shall be
the successor of the Trustee hereunder, provided such corporation or national
banking association shall be eligible under the provisions of Section 8.06,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding. The
Trustee shall mail notice of any such merger or consolidation to the
Certificateholders at their address as shown in the Certificate Register.
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be
located, the Master Servicer and the Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or co-trustees,
jointly with the Trustee, or separate trustee or separate trustees, of all
or any part of the Trust Fund, and to vest in such Person or Persons, in
such capacity, such title to the Trust Fund, or any part thereof, and,
subject to the other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Master Servicer and the Trustee may
consider necessary or desirable. If the Master Servicer shall not have
joined in such appointment within 15 days after the receipt by it of a
request so to do, or in case an Event of Default shall have occurred and
be continuing, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.
(b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10 all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or
imposed upon and exercised or performed by the Trustee, and such separate
trustee or co-trustee jointly, except to the extent that under any law of
any jurisdiction in which any particular act or acts are to be performed
(whether as Trustee hereunder or as successor to the Master Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this
Agreement and the conditions of this Article 8. 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 8,
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 12.01. 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 12.05(c) hereof where
notices and demands to or upon the Trustee in respect of this
Agreement may be served.
ARTICLE 9
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 9 following the earlier of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in
the Trust Fund or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of all
Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund at a price equal to 100% of the
unpaid principal balance of each Mortgage Loan or, if less than such
unpaid principal balance, the fair market value of the related
underlying property of such Mortgage Loan with respect to Mortgage
Loans as to which title has been acquired if such fair market value
is less than such unpaid principal balance (net of any unreimbursed
Advances attributable to principal) on the day of repurchase plus
accrued interest thereon at the Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of any Modified Mortgage Loan) to, but not
including, the first day of the month in which such repurchase price
is distributed, provided, however, that in no event shall the trust
created hereby continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the Court of St. James,
living on the date hereof and provided further that the purchase
price set forth above shall be increased as is necessary, as
determined by the Master Servicer, to avoid disqualification of the
Trust Fund as a REMIC.
The right of the Master Servicer or the Company to purchase all the assets
of the Trust Fund pursuant to clause (ii) above is conditioned upon the Pool
Stated Principal Balance as of the Final Distribution Date being less than ten
percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In addition, the
Master Servicer or the Company, as applicable, shall provide to the Trustee the
certification required by Section 3.15 and the Trustee and any Custodian shall,
promptly following payment of the purchase price, release to the Master Servicer
or the Company, as applicable, the Mortgage Files pertaining to the Mortgage
Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution as a
result of the exercise by the Company of its right to purchase the assets
of the Trust Fund, the Company shall give the Trustee not less than 60
days' prior notice of the Distribution Date on which the Master Servicer
or the Company, as applicable, anticipates that the final distribution
will be made to Certificateholders (whether as a result of the exercise by
the Master Servicer or the Company of its right to purchase the assets of
the Trust Fund or otherwise). Notice of any termination, specifying the
anticipated Final Distribution Date (which shall be a date that would
otherwise be a Distribution Date) upon which the Certificateholders may
surrender their Certificates to the Trustee (if so required by the terms
hereof) for payment of the final distribution and cancellation, shall be
given promptly by the Master Servicer or the Company, as applicable (if it
is exercising its right to purchase the assets of the Trust Fund), or by
the Trustee (in any other case) by letter to the Certificateholders mailed
not earlier than the 15th day and not later than the 25th day of the month
next preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final
payment of the Certificates is anticipated to be made upon
presentation and surrender of Certificates at the office or agency of
the Trustee therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the Class A
Certificates, Class M Certificates and Class R Certificates, that
payment will be made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified.
If the Master Servicer or the Company, as applicable, is
obligated to give notice to Certificateholders as aforesaid, it shall
give such notice to the Certificate Registrar at the time such notice
is given to Certificateholders. In the event such notice is given by
the Master Servicer or the Company, the Master Servicer or the
Company, as applicable, shall deposit in the Certificate Account
before the Final Distribution Date in immediately available funds an
amount equal to the purchase price for the assets of the Trust Fund
computed as above provided.
(c) In the case of the Class A, Class M, Class B and Class R
Certificates, upon presentation and surrender of the Certificates by the
Certificateholders thereof, the Trustee shall distribute to the
Certificateholders (i) the amount otherwise distributable on such
Distribution Date, if not in connection with the Master Servicer's or the
Company's election to repurchase, or (ii) if the Master Servicer or the
Company elected to so repurchase, an amount determined as follows: (A)
with respect to each Certificate the outstanding Certificate Principal
Balance thereof, plus one month's Accrued Certificate Interest, 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.
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.
ARTICLE 10
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-9),
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.
(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 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 imposed by the Code or any applicable provisions of state or local
tax laws, such tax shall be charged (i) to the Master Servicer, if such
tax arises out of or results from a breach by the Master Servicer of any
of its obligations under this Agreement or the Master Servicer has in its
sole discretion determined to indemnify the Trust Fund against such tax,
(ii) to the Trustee, if such tax arises out of or results from a breach by
the Trustee of any of its obligations under this Article 10, or (iii)
otherwise against amounts on deposit in the Custodial Account as provided
by Section 3.10 and on the Distribution Date(s) following such
reimbursement the aggregate of such taxes shall be allocated in reduction
of the Accrued Certificate Interest on each Class entitled thereto in the
same manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income
tax purposes, maintain books and records with respect to the REMIC on
a calendar year and on an accrual basis or as otherwise may be
required by the REMIC Provisions.
(i) Following the Startup Day, neither the Master Servicer nor the
Trustee shall accept any contributions of assets to the REMIC unless
(subject to Section 10.01(f)) the Master Servicer and the Trustee shall
have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets
in the REMIC will not cause the REMIC to fail to qualify as 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-9 Certificates) representing a regular interest in the REMIC
would be reduced to zero is December 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 December 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 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 9 of this
Agreement or (iv) a purchase of Mortgage Loans pursuant to Article 2 or 3
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 8 or this Article 10.
(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 10 with respect to compliance with the REMIC
Provisions, including without limitation, any penalties arising from the
Trustee's execution of Tax Returns prepared by the REMIC Administrator
that contain errors or omissions; provided, however, that such liability
will not be imposed to the extent such breach is a result of an error or
omission in information provided to the REMIC Administrator by the Master
Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Company, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on
or incurred by the Trust Fund, the Company, the REMIC Administrator or the
Trustee, as a result of a breach of the Master Servicer's covenants set
forth in this Article 10 or in Article 3 with respect to compliance with
the REMIC Provisions, including without limitation, any penalties arising
from the Trustee's execution of Tax Returns prepared by the Master
Servicer that contain errors or omissions.
ARTICLE 11
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 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 Section 12.01 to approve the
particular form of any proposed amendment, but it shall be sufficient
if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such
reasonable regulations as the Trustee may prescribe.
(e) The Company shall have the option, in its sole discretion, to
obtain and deliver to the Trustee any corporate guaranty, payment
obligation, irrevocable letter of credit, surety bond, insurance policy or
similar instrument or a reserve fund, or any combination of the foregoing,
for the purpose of protecting the Holders of the Class B Certificates
against any or all Realized Losses or other shortfalls. Any such
instrument or fund shall be held by the Trustee for the benefit of the
Class B Certificateholders, but shall not be and shall not be deemed to be
under any circumstances included in the Trust Fund. To the extent that any
such instrument or fund constitutes a reserve fund for federal income tax
purposes, (i) any reserve fund so established shall be an outside reserve
fund and not an asset of the Trust Fund, (ii) any such reserve fund shall
be owned by the Company, and (iii) amounts transferred by the Trust Fund
to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of
Treasury Regulations Section 1.860G-2(h) as it reads as of the Cut-off
Date. In connection with the provision of any such instrument or fund,
this Agreement and any provision hereof may be modified, added to, deleted
or otherwise amended in any manner that is related or incidental to such
instrument or fund or the establishment or administration thereof, such
amendment to be made by written instrument executed or consented to by the
Company but without the consent of any Certificateholder and without the
consent of the Master Servicer or the Trustee being required unless any
such amendment would impose any additional obligation on, or otherwise
adversely affect the interests of the Class A Certificateholders, the
Class R Certificateholders, the Class M Certificateholders, the Master
Servicer or the Trustee, as applicable; provided that the Company obtains
(subject to Section 10.01(f)) an Opinion of Counsel (which need not be an
opinion of Independent counsel) to the effect that any such amendment will
not cause (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions"
under Section 860F(a)(1) of the Code or on "contributions after the
startup date" under Section 860G(d)(1) of the Code and (b) the REMIC to
fail to qualify as a REMIC at any time that any Certificate is
outstanding. In the event that the Company elects to provide such coverage
in the form of a limited guaranty provided by General Motors Acceptance
Corporation, the Company may elect that the text of such amendment to this
Agreement shall be substantially in the form attached hereto as Exhibit M
(in which case Residential Funding's Subordinate Certificate Loss
Obligation as described in such exhibit shall be established by
Residential Funding's consent to such amendment) and that the limited
guaranty shall be executed in the form attached hereto as Exhibit N, with
such changes as the Company shall deem to be appropriate; it being
understood that the Trustee has reviewed and approved the content of such
forms and that the Trustee's consent or approval to the use thereof is not
required.
SECTION 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any
or all of the properties subject to the Mortgages are situated, and in any
other appropriate public recording office or elsewhere, such recordation
to be effected by the Master Servicer and at its expense on direction by
the Trustee (pursuant to the request of Holders of Certificates entitled
to at least 25% of the Voting Rights), but only upon direction accompanied
by an Opinion of Counsel to the effect that such recordation materially
and beneficially affects the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement
may be executed simultaneously in any number of counterparts, each of
which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
SECTION 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle
such Certificateholder's legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a
partition or winding up of the Trust Fund, nor otherwise affect the
rights, obligations and liabilities of any of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the
operation and management of the Trust Fund, or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the
terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this
Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless
such Holder previously shall have given to the Trustee a written notice of
default and of the continuance thereof, as hereinbefore provided, and
unless also the Holders of Certificates of any Class evidencing in the
aggregate not less than 25% of the related Percentage Interests of such
Class, shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall
have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and
intended, and being expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders
of Certificates of any Class shall have any right in any 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 12.03, 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-S19 or such other address as may hereafter be furnished
to the Company and the Master Servicer in writing by the Trustee, (d) in the
case of Fitch IBCA, One State Street Plaza, New York, New York 10004, or such
other address as may hereafter be furnished to the Company, the Trustee and the
Master Servicer in writing by Fitch IBCA, and (e) in the case of Standard &
Poor's, 25 Broadway, New York, New York 10004 or such other address as may be
hereafter furnished to the Company, the Trustee and the Master Servicer by
Standard & Poor's. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such holder as shown in the Certificate Register.
SECTION 11.06. Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket
fidelity bond and the errors and omissions insurance policy required
by Section 3.12 or the cancellation or modification of coverage under
any such instrument,
(e) the statement required to be delivered to the Holders of each
Class of Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections
3.18 and 3.19,
(g) a change in the location of the Custodial Account or the
Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to the
Holders of any Class of Certificates resulting from the failure by the
Master Servicer to make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan.
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
SECTION 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 11.08. Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a separate
Article hereto (a "Supplemental Article") for the purpose of resecuritizing any
of the Certificates issued hereunder, under the following circumstances. With
respect to any Class or Classes of Certificates issued hereunder, or any portion
of any such Class, as to which the Company or any of its Affiliates (or any
designee thereof) is the registered Holder (the "Resecuritized Certificates"),
the Company may deposit such Resecuritized Certificates into a new REMIC,
grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be
held by the Trustee pursuant to a Supplemental Article. The instrument adopting
such Supplemental Article shall be executed by the Company, the Master Servicer
and the Trustee; provided, that neither the Master Servicer nor the Trustee
shall withhold their consent thereto if their respective interests would not be
materially adversely affected thereby. To the extent that the terms of the
Supplemental Article do not in any way affect any provisions of this Agreement
as to any of the Certificates initially issued hereunder, the adoption of the
Supplemental Article shall not constitute an "amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
4
<PAGE>
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized and their respective seals, duly attested, to be hereunto
affixed, all as of the day and year first above written.
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
[Seal]
By: /s/Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Attest: /s/Timothy A. Kruse
Name: Timothy A. Kruse
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By: /s/Timothy A. Kruse
Name: Timothy A. Kruse
Title: Associate
Attest: /s/Randy Van Zee
Name: Randy Van Zee
Title: Director
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
[Seal]
By: /s/R. Tarnas
Name: R. Tarnas
Title: Vice President
Attest: /s/R.J. Bruner
Name: R.J. Bruner
Title: Vice President
5
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of December, 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]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of December, 1997 before me, a notary public in and for
said State, personally appeared Timothy A. Kruse, known to me to be an Associate
of Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 29th day of December, 1997 before me, a notary public in and
for said State, personally appeared R. Tarnas, known to me to be a Vice
President 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]
<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 DECEMBER 29, 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.]
A-1
<PAGE>
Certificate No. ____ [___%] Pass-Through Rate [based on a Notional Amount]
Class A-__ Senior [Percentage Interest: ___%]
Date of Pooling and Servicing
Agreement and Cut-off Date:
December 1, 1997
Aggregate [Initial Certificate Principal Balance
[Notional Amount] of the Class A-_____ Certificates:
First Distribution Date:
January 26, 1998
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [Notional Amount] of this
Corporation Certificate: $_____________]
Assumed Final CUSIP _________-_____
Distribution Date:
December 25, 2012
MORTGAGE PASS-THROUGH CERTIFICATE
Series 1997-S19
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 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 Pass-Through Certificates of the
Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
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.
A-2
<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
A-3
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
unto______________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following
address:___________________________________________
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_______________________________________________________________________
____________________________________________for the account of
______________________ account number, or, if mailed by check, to
____________________ Applicable statements should be mailed
to______________________________________
This information is provided by ______________________________, the
assignee named above, or ______________________________________________, as its
agent.
A-4
<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 DECEMBER 29, 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.]
B-1
<PAGE>
Certificate No. ___ 6.50% Pass-Through Rate
Class M-_______ Subordinate Aggregate Certificate Principal Balance
of the Class M Certificates:
$---------------
Date of Pooling and Servicing Initial Certificate Principal
Agreement and Cut-off Date: Balance of this Certificate:
December 1, 1997 $_______________
First Distribution Date: CUSIP: _________-_____
January 26, 1998
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
December 25, 2012
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1997-S19
evidencing a percentage interest in any distributions allocable to the
Class M-__ Certificates with respect to the Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that _________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate (obtained by dividing
the Certificate Principal Balance of this Certificate by the aggregate
Certificate Principal Balance of all Class M-__ Certificates, both as specified
above) in certain distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to below). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as
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 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 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 determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-2
<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
B-3
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
unto_____________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following
address:___________________________________________________________
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_________________________________________________________________for the account
of ________________________________________ account number
_______________________ or, if mailed by check,
to________________________________ ____________ statements should be mailed to
_____________________________________
- --------------------------------------------------------------------------
This information is provided by____________________
________________________________________________, the assignee named above,
or ___________________________________________, as its agent.
B-4
<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 DECEMBER 29, 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.
C-1
<PAGE>
Certificate No. __ 6.50 % Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
$---------------
Date of Pooling and Servicing AgreementInitialtCertificate Principal December 1,
1997 Balance of this Certificate:
$---------------
First Distribution Date:
January 26, 1998
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1997-S19
evidencing a percentage interest in any distributions allocable to the
Class B-__ Certificates with respect to the Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that Residential Funding Mortgage Securities I, Inc. is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all Class B-__ Certificates, both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as 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 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
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
C-2
<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
C-3
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
unto__________________________________________________________________(Please
print or typewrite name and address including postal zip code of assignee) a
Percentage Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee
on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following
address:_______________________________________________
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to
_______________________________________________________________________
______________________________________________________________ the account of
____________________________________________number ____________________________
or, if mailed by check, to______________________________________ statements
should be mailed
to________________________________________________________________________
- -------------------------------------------------------------------------------.
This information is provided by _______________________________, the
assignee named above, or
_______________________________________________________, as its agent.
<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) AN
ELECTING LARGE PARTNERSHIP UNDER SECTION 775 OF THE CODE OR 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.
D-1
<PAGE>
Certificate No. ___ 6.50% Pass-Through Rate
Class R Senior Certificate Aggregate Initial
Principal Balance of the class R Certificates:
$100.00
Date of Pooling and Servicing Initial Certificate Principal
Agreement and Cut-off Date: Balance of this Certificate: $____________
December 1, 1997
First Distribution Date: Percentage Interest:
January 26, 1998 ____________%
Master Servicer: CUSIP ____________ - ___________
residential Funding Corporation
Assumed Final Distribution Date:
December 25, 2012
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1997-S19
evidencing a percentage interest in any distributions allocable to the
Class R Certificates with respect to the Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that _________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate (obtained by dividing
the Initial Certificate Principal Balance of this Certificate by the aggregate
Initial Certificate Principal Balance of all Class R Certificates, both as
specified above) in certain distributions with respect to the Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement 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 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 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 upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purpose have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
D-2
<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
D-3
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
unto________________________________________________________________Please
print or typewrite name and address including postal zip code of assignee) a
Percentage Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee
on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following
address:________________________________________________
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_____________________________________________________________________ the
account
of_______________________________________________________________________ number
_____________________, or, if mailed by check,
to______________________________________ statements should be mailed to
______________________________________________________.
This information is provided by ________________________________, the
assignee named above, or ____________________________________________________,
as its agent.
D-4
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of December 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 December 1, 1997,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1997-S19 (as in effect on the date of
this agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for
the purposes of receiving and holding certain documents and other instruments
delivered by the Company and the Master Servicer under the Pooling Agreement,
all upon the terms and conditions and subject to the limitations hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Company, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE 1
Definitions
Capitalized terms used in this Agreement and not defined herein shall
have the meanings assigned in the Original Pooling Agreement, unless otherwise
required by the context herein.
ARTICLE 2
Custody of Mortgage Documents
SECTION 2.01 Custodian to Act as Agent; Acceptance of Mortgage Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Files relating to the Mortgage Loans
identified on the schedule attached hereto (the "Mortgage Files") and declares
that it holds and will hold the Mortgage Files as agent for the Trustee, in
trust, for the use and benefit of all present and future Certificateholders.
SECTION 2.02 Recordation of Assignments. If any Mortgage File includes one
or more assignments to the Trustee of Mortgage Notes and related Mortgages that
have not been recorded, each such assignment shall be delivered by the Custodian
to the Company for the purpose of recording it in the appropriate public office
for real property records, and the Company, at no expense to the Custodian,
shall promptly cause to be recorded in the appropriate public office for real
property records each such assignment and, upon receipt thereof from such public
office, shall return each such assignment to the Custodian.
SECTION 2.03 Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall deliver to the
Trustee an Initial Certification in the form annexed hereto as Exhibit One
evidencing receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the Certificates,
the Custodian agrees, for the benefit of Certificateholders, to review, in
accordance with the provisions of Section 2.02 of the Pooling Agreement, each
Mortgage File, and shall deliver to the Trustee an Interim Certification in the
form annexed hereto as Exhibit Two to the effect that all documents required to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement have been
executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim Certification. In the event that any
Mortgage Note or Assignment of Mortgage has been delivered to the Custodian by
the Company in blank, the Custodian, upon the direction of the Company, shall
cause each such Mortgage Note to be endorsed to the Trustee and each such
Assignment of Mortgage to be completed in the name of the Trustee prior to the
date on which such Interim Certification is delivered to the Trustee. Within 45
days of receipt of the documents required to be delivered pursuant to Section
2.01(c) of the Pooling Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section 2.02
of the Pooling Agreement, each such document, and shall deliver to the Trustee
either (i) an Interim Certification in the form attached hereto as Exhibit Two
to the effect that all such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification or (ii) a Final Certification as set
forth in subsection (c) below. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to 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 2.04 Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or warranty
made by the Master Servicer or the Company as set forth in the Pooling Agreement
or by a Seller in a Seller's Agreement or by Residential Funding or the Company
in the Assignment Agreement with respect to a Mortgage Loan relating to a
Mortgage File, the Custodian shall give prompt written notice to the Company,
the Master Servicer and the Trustee.
SECTION 2.05 Custodian to Cooperate; Release of Mortgage Files. Upon the
repurchase or substitution of any Mortgage Loan pursuant to Article II of the
Pooling Agreement or payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the Custodian by a certification (which certification shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Custodial Account
pursuant to Section 3.07 of the Pooling Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, promptly to release to the Master Servicer the related Mortgage File.
The Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a certificate of a Servicing Officer
requesting that possession of the Mortgage File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan under any of the Required Insurance Policies. With such certificate, the
Master Servicer shall deliver to the Custodian a trust receipt signed by a
Servicing Officer on behalf of the Master Servicer, and upon receipt of the
foregoing, the Custodian shall deliver the Mortgage File to the Master Servicer.
The Master Servicer shall cause each Mortgage File so released to be returned to
the Custodian when the need therefor by the Master Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Custodial Account or
(ii) the Mortgage File or any document therein has been delivered to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered to the Custodian a certificate of a Servicing
Officer certifying as to the name and address of the Person to which such
Mortgage File or such document was delivered and the purpose or purposes of such
delivery. In the event of the liquidation of a Mortgage Loan, the Custodian
shall deliver the Trust Receipt with respect thereto to the Master Servicer upon
deposit of the related Liquidation Proceeds in the Custodial Account as provided
in the Pooling Agreement. In addition, upon the request of the Master Servicer,
the Custodian will send to the Master Servicer copies of any documents contained
in the Mortgage File so requested.
SECTION 2.06 Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling Agreement, the Master Servicer shall notify the
Custodian that such assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE 3
Concerning the Custodian
SECTION 3.01 Custodian a Bailee and Agent of the Trustee. With respect to
each Mortgage Note, Mortgage and other documents constituting each Mortgage File
which are delivered to the Custodian, the Custodian is exclusively the bailee
and agent of the Trustee and has no instructions to hold any Mortgage Note or
Mortgage for the benefit of any person other than the Trustee, holds such
documents for the benefit of Certificateholders and undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.
Except upon compliance with the provisions of Section 2.5 of this Agreement, no
Mortgage Note, Mortgage or other document constituting a part of a Mortgage File
shall be delivered by the Custodian to the Company or the Master Servicer or
otherwise released from the possession of the Custodian.
SECTION 3.02 Indemnification. The Company hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reason of its acting as custodian under
this Agreement, including indemnification of the Custodian against any and all
expenses, including attorney's fees if counsel for the Custodian has been
approved by the Company, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fee or charge shall have been
caused by reason of any negligent act, negligent failure to act or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
SECTION 3.03 Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
SECTION 3.04 Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
SECTION 3.05 Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Mortgage Files and
no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7 and
shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trustee
shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
SECTION 3.06 Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
SECTION 3.07 Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE 4
Miscellaneous Provisions
SECTION 4.01 Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or document delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed by the
particular party whose address is stated herein by similar notice in writing),
in which case the notice will be deemed delivered when received.
SECTION 4.02 Amendments. No modification or amendment of or supplement to
this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Company, the Master Servicer nor
the Trustee shall enter into any amendment hereof except as permitted by the
Pooling Agreement. The Trustee shall give prompt notice to the Custodian of any
amendment or supplement to the Pooling Agreement and furnish the Custodian with
written copies thereof.
SECTION 4.03 Governing Law. This Agreement shall be deemed a contract made
under the laws of the State of New York and shall be construed and enforced in
accordance with and governed by the laws of the State of New York.
SECTION 4.04 Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 4.05 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<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-S19
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
<PAGE>
STATE OF ______________ )
) ss.:
COUNTY OF ____________ )
On the 29th day of December, 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]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of December, 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]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of December, 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 29th day of December, 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]
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
DECEMBER 29, 1997
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1997-S19
Re: Custodial Agreement dated as of December 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-S19
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1997
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1997-S19
Re: Custodial Agreement dated as of December 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-S19
- -----------------------------
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent required pursuant to Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents related to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1997
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1997-S19
Re:Custodial Agreement dated as of December 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-S19
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule containing (I) with respect to each such Mortgage Loan (other than a
Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the order of
the Trustee and showing an unbroken chain of endorsements from the originator
thereof to the Person endorsing it to the Trustee or an original lost note
affidavit from the related Seller or Residential Funding stating that the
original Mortgage Note was lost, misplaced or destroyed, together with a copy of
the related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated thereon or
a copy of the Mortgage certified by the public recording office in which such
mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with evidence
of recording indicated thereon or a copy of such assignment certified by the
public recording office in which such assignment has been recorded;
(iv) With respect to each Mortgage Loan other than a Cooperative Loan, the
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;
(vi) 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;
(vii) 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;
(viii) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(ix) The Security Agreement;
(x) 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;
(xi) 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;
(xii) (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;
(xiii) The original of each modification, assumption agreement or preferred
loan agreement, if any, relating to such Cooperative Loan; and
(xiv) 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:
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
1
RUN ON : 12/19/97 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 12.45.12 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1997-S19 CUTOFF : 12/01/97
POOL : 0004275
:
:
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 #
______________________________________________________________________________
1604064 907/G01 F 37,000.00 ZZ
180 36,605.75 1
5255 TIFFANY COURT 8.125 356.27 27
7.875 356.27 140,000.00
CAPE CORAL FL 33904 2 07/29/97 00
0430520825 05 10/01/97 0
1292073155 O 09/01/12
0
1614935 491/491 F 249,600.00 ZZ
180 245,905.13 1
396 SLOAT COURT 7.875 2,367.34 80
7.625 2,367.34 312,000.00
SANTA CLARA CA 95051 1 06/25/97 00
62757733 05 08/01/97 0
62757733 O 07/01/12
0
1632853 491/491 F 293,000.00 ZZ
180 290,240.48 1
311 OAKDALE AVENUE 7.125 2,654.09 54
6.875 2,654.09 550,000.00
MILL VALLEY CA 94941 2 08/25/97 00
63081636 05 10/01/97 0
63081636 O 09/01/12
0
1636350 F96/G01 F 50,000.00 ZZ
180 49,722.62 1
6050 BOULEVARD EAST UNIT 8-G 8.500 492.37 65
8.250 492.37 78,000.00
T/O WEST NEW YO NJ 07093 1 09/23/97 00
0430440800 06 11/01/97 0
1
1666 O 10/01/12
0
1638119 A46/G01 F 75,000.00 ZZ
180 74,773.49 1
2625 COUNTRY CLUB LANE 7.500 695.26 60
7.250 695.26 125,000.00
SUGAR LAND TX 77478 1 10/13/97 00
0430489302 03 12/01/97 0
132112 O 11/01/12
0
1638435 F02/G01 F 390,000.00 ZZ
180 386,520.94 1
24 ASHLER AVE 7.750 3,670.98 62
7.500 3,670.98 635,000.00
LOS GATOS CA 95030 2 08/13/97 00
0430474981 05 10/01/97 0
601374450 O 09/01/12
0
1638439 F02/G01 F 490,000.00 ZZ
180 485,434.69 1
29978 ONE BLVD 7.250 4,473.03 76
7.000 4,473.03 650,000.00
ORANGE BEACH AL 36561 2 08/27/97 00
0430476549 05 10/01/97 0
601422345 O 09/01/12
0
1639213 074/074 F 600,000.00 ZZ
180 594,529.74 1
RT 4 BOX 21 RB 7.500 5,562.07 75
7.250 5,562.07 800,000.00
SANTA FE NM 87501 2 08/18/97 00
1512154659 05 10/01/97 0
1512154659 O 09/01/12
0
1641189 638/G01 F 540,000.00 ZZ
180 538,351.16 1
1121 LAURA LANE 7.375 4,967.59 80
7.125 4,967.59 675,000.00
ESCONDIDO CA 92025 1 10/23/97 00
0430494658 05 12/01/97 0
08671653 O 11/01/12
0
1
1643569 354/354 F 308,800.00 ZZ
180 304,868.73 1
5532 QUAIL RUN 7.000 2,775.59 80
6.750 2,775.59 386,035.00
FRISCO TX 75034 1 07/30/97 00
21154901 05 09/01/97 0
21154901 O 08/01/12
0
1643583 354/354 F 488,000.00 ZZ
180 485,043.13 1
220 GREYSTONE W 7.500 4,523.83 80
7.250 4,523.83 610,000.00
DUNALP IL 61525 2 09/02/97 00
21182571 05 11/01/97 0
21182571 O 10/01/12
0
1643619 354/354 F 251,900.00 ZZ
180 250,356.97 1
907 FINDLAY DRIVE 7.375 2,317.29 80
7.125 2,317.29 315,500.00
ARLINGTON TX 76012 1 09/09/97 00
21232566 03 11/01/97 0
21232566 O 10/01/12
0
1643635 354/354 F 470,000.00 ZZ
180 467,152.21 1
710 GLOSSY IBIS LANE 7.500 4,356.96 72
7.250 4,356.96 660,000.00
KIAWAH ISLAND SC 29455 1 09/22/97 00
25420696 03 11/01/97 0
25420696 O 10/01/12
0
1643880 225/225 F 329,730.00 ZZ
180 327,838.88 1
1351 DRYSDALE DRIVE 8.125 3,174.92 56
7.875 3,174.92 595,000.00
SUNNYVALE CA 94087 2 09/11/97 00
8064123 05 11/01/97 0
8064123 O 10/01/12
0
1645168 686/686 F 198,000.00 ZZ
180 196,839.08 1
9552 OVIEDO STREET 7.875 1,877.94 75
7.625 1,877.94 266,000.00
1
SAN DIEGO CA 92129 2 09/18/97 00
818495236 05 11/01/97 0
818495236 O 10/01/12
0
1646778 405/405 F 550,000.00 ZZ
180 534,344.97 1
40 VISTA TIBURON DRIVE 7.250 5,020.75 45
7.000 5,020.75 1,230,000.00
TIBURON CA 94920 1 02/26/97 00
4138624 03 04/01/97 0
4138624 O 03/01/12
0
1647113 461/G01 F 617,000.00 ZZ
180 613,302.15 1
848 GRETNA GREEN WAY 7.625 5,763.59 68
7.375 5,763.59 910,000.00
LOS ANGELES CA 90049 2 09/22/97 00
0430487710 05 11/01/97 0
9021181284 O 10/01/12
0
1647231 246/G01 F 383,000.00 ZZ
120 378,681.49 1
3055 WILSHIRE BLVD 7.500 4,546.28 77
7.250 4,546.28 500,000.00
MORRISTOWN TN 37814 2 09/24/97 00
0430496877 05 11/01/97 0
025373 O 10/01/07
0
1647950 069/G01 F 575,000.00 ZZ
180 573,338.33 1
16 GRAYSTONE WAY 8.000 5,495.00 74
7.750 5,495.00 780,000.00
LAGUNA NIGUEL CA 92677 2 10/06/97 00
0430445056 03 12/01/97 0
2362210805 O 11/01/12
0
1648114 286/286 F 280,000.00 ZZ
180 278,246.53 1
9350 RIVERCLUB PARKWAY 7.125 2,536.64 72
6.875 2,536.64 390,000.00
DULUTH GA 30097 2 09/30/97 00
0949017 05 11/01/97 0
0949017 O 10/01/12
0
1
1648492 943/943 F 530,000.00 ZZ
180 525,272.07 1
17 SANDPIPER STRAND 7.750 4,988.76 74
7.500 4,988.76 720,000.00
CORONADO CA 92118 2 08/13/97 00
7080051714 03 10/01/97 0
7080051714 O 09/01/12
0
1648499 943/943 F 263,500.00 T
180 260,251.92 1
34 EAGLE DR 7.375 2,424.00 75
7.125 2,424.00 355,000.00
WHITE GA 30184 2 07/17/97 00
7080053162 05 09/01/97 0
7080053162 O 08/01/12
0
1648500 943/943 F 350,000.00 T
180 344,089.38 1
4021 GULFSHORE BLVD SUITE 1502 8.000 3,344.79 43
7.750 3,344.79 815,000.00
NAPLES FL 34103 1 06/27/97 00
7080053301 01 08/01/97 0
7080053301 O 07/01/12
0
1648502 943/943 F 350,000.00 ZZ
180 346,774.16 1
40 MURRAY BLVD 7.375 3,219.74 50
7.125 3,219.74 700,000.00
CHARLESTON SC 29401 5 08/25/97 00
7080053796 05 10/01/97 0
7080053796 O 09/01/12
0
1648505 943/943 F 378,000.00 ZZ
180 372,031.97 1
22256 BEAR CREEK ROAD 7.125 3,424.04 68
6.875 3,424.04 558,000.00
LOS GATOS CA 95030 1 07/14/97 00
7080053838 05 09/01/97 0
7080053838 O 08/01/12
0
1648507 943/943 F 266,000.00 ZZ
180 262,791.24 1
1
4851 LAGO VISTA CIRCLE 7.625 2,484.79 80
7.375 2,484.79 333,000.00
SAN JOSE CA 95129 2 07/23/97 00
7080054067 03 09/01/97 0
7080054067 O 08/01/12
0
1648511 943/943 F 275,000.00 ZZ
180 272,381.96 1
4 CYNDI COURT 7.000 2,471.78 70
6.750 2,471.78 395,000.00
FLEMINGTON NJ 08822 1 08/11/97 00
7080054562 05 10/01/97 0
7080054562 O 09/01/12
0
1648515 943/943 F 360,000.00 T
180 354,495.40 1
78153 SAN TIMOTEO STREET 7.500 3,337.24 75
7.250 3,337.24 485,000.00
LA QUINTA CA 92253 2 06/25/97 00
7080054750 03 08/01/97 0
7080054750 O 07/01/12
0
1648519 943/943 F 227,000.00 ZZ
180 224,997.03 1
34327 EUCALYPTUS TERRACE 7.875 2,152.98 67
7.625 2,152.98 340,000.00
FREMONT CA 94555 2 08/05/97 00
7080054863 03 10/01/97 0
7080054863 O 09/01/12
0
1648521 943/943 F 375,000.00 ZZ
180 370,525.24 1
1090 CALLE REY 7.750 3,529.79 62
7.500 3,529.79 610,000.00
THOUSAND OAKS CA 91360 2 07/16/97 00
7080054956 05 09/01/97 0
7080054956 O 08/01/12
0
1648530 943/943 F 337,200.00 ZZ
180 333,989.84 1
5310 PEBBLEBROOK DRIVE 7.000 3,030.85 80
6.750 3,030.85 421,500.00
DALLAS TX 75229 1 08/27/97 00
7080055709 05 10/01/97 0
1
7080055709 O 09/01/12
0
1648533 943/943 F 513,000.00 ZZ
180 504,006.23 1
2422 COLT ROAD 7.750 4,828.75 78
7.500 4,828.75 660,000.00
RANCHO PALOS VE CA 90275 2 08/01/97 00
7080056361 05 10/01/97 0
7080056361 O 09/01/12
0
1648536 943/943 F 227,250.00 ZZ
180 225,222.79 1
463 CURIE DRIVE 7.750 2,139.05 73
7.500 2,139.05 315,000.00
SAN JOSE CA 95123 2 08/12/97 00
7080056680 05 10/01/97 0
7080056680 O 09/01/12
0
1648537 943/943 F 321,600.00 ZZ
180 318,731.10 1
1149 LOCKETT ROAD 7.750 3,027.15 80
7.500 3,027.15 402,323.00
DES PERES MO 63131 1 08/13/97 00
7080056693 05 10/01/97 0
7080056693 O 09/01/12
0
1648539 943/943 F 274,000.00 ZZ
180 271,528.91 1
1743 DIAMOND HEAD DRIVE 7.625 2,559.52 50
7.375 2,559.52 556,000.00
TIKI ISLAND TX 77554 2 08/19/97 00
7080057271 05 10/01/97 0
7080057271 O 09/01/12
0
1648540 943/943 F 295,000.00 ZZ
180 293,173.18 1
1933 TARA TRAIL 7.250 2,692.95 76
7.000 2,692.95 390,000.00
LANCASTER SC 29720 1 09/19/97 00
7080057640 05 11/01/97 0
7080057640 O 10/01/12
0
1
1648543 943/943 F 292,000.00 ZZ
180 288,242.68 1
3015 SYMPHONY WOODS ROAD 6.875 2,604.21 76
6.625 2,604.21 385,000.00
CHARLOTTE NC 28269 2 07/15/97 00
7080057792 03 09/01/97 0
7080057792 O 08/01/12
0
1648545 943/943 F 452,000.00 ZZ
180 449,231.23 1
22372 WHIRLAWAY COURT 7.375 4,158.06 80
7.125 4,158.06 565,000.00
CANYON LAKE CA 92587 1 09/05/97 00
7080057880 03 11/01/97 0
7080057880 O 10/01/12
0
1648552 943/943 F 304,228.00 ZZ
180 301,601.83 1
1 BAYBERRY ROAD 8.125 2,929.36 80
7.875 2,929.36 380,285.00
WINDHAM NH 03087 1 08/28/97 00
7080058469 05 10/01/97 0
7080058469 O 09/01/12
0
1648559 943/943 F 300,000.00 ZZ
180 297,204.90 1
3769 FAWNRUN DRIVE 7.250 2,738.59 75
7.000 2,738.59 400,000.00
CINCINNATI OH 45241 2 08/15/97 00
7080059572 05 10/01/97 0
7080059572 O 09/01/12
0
1648564 943/943 F 455,000.00 ZZ
180 452,243.05 1
22348 MCCLELLAN ROAD 7.500 4,217.91 61
7.250 4,217.91 750,000.00
CUPERTINO CA 95014 2 09/29/97 00
7080060742 05 11/01/97 0
7080060742 O 10/01/12
0
1648565 943/943 F 289,000.00 ZZ
180 287,168.72 1
9589 COLTHURST COVE 7.000 2,597.61 57
6.750 2,597.61 515,000.00
1
GERMANTOWN TN 38139 2 09/03/97 00
7080060819 05 11/01/97 0
7080060819 O 10/01/12
0
1648571 943/943 F 260,000.00 ZZ
180 257,577.57 1
0340 EAGLE CREST ROAD 7.250 2,373.45 27
7.000 2,373.45 985,000.00
EDWARDS CO 81632 2 08/25/97 00
7090040076 03 10/01/97 0
7090040076 O 09/01/12
0
1648575 943/943 F 320,000.00 ZZ
180 317,082.52 1
849 LEONARD ROAD 7.500 2,966.44 42
7.250 2,966.44 775,000.00
LOS ANGELES CA 90049 2 08/05/97 00
7090040422 05 10/01/97 0
7090040422 O 09/01/12
0
1648576 943/943 F 944,750.00 ZZ
180 936,136.60 1
1010 SAN RAYMUNDO ROAD 7.500 8,757.95 61
7.250 8,757.95 1,560,000.00
HILLSBOROUGH CA 94010 2 08/11/97 00
7090040496 05 10/01/97 0
7090040496 O 09/01/12
0
1648578 943/943 F 1,000,000.00 ZZ
180 987,539.80 1
81 ADAM WAY 7.250 9,128.63 66
7.000 9,128.63 1,525,000.00
ATHERTON CA 94027 1 07/21/97 00
7090040561 05 09/01/97 0
7090040561 O 08/01/12
0
1648580 943/943 F 380,000.00 ZZ
180 376,572.96 1
601 DUNCAN ST 7.625 3,549.70 76
7.375 3,549.70 500,000.00
SAN FRANCISCO CA 94131 2 08/04/97 00
7090040848 01 10/01/97 0
7090040848 O 09/01/12
0
1
1648582 943/943 F 308,700.00 T
180 307,777.87 1
219-A WHEELER PL UNIT 15 7.625 2,883.66 66
7.375 2,883.66 472,325.00
COPPER MOUNTAIN CO 80443 1 10/10/97 00
7090041064 01 12/01/97 0
7090041064 O 11/01/12
0
1648583 943/943 F 310,000.00 ZZ
180 307,173.69 1
4005 LOCUST AVENUE 7.500 2,873.74 79
7.250 2,873.74 397,000.00
LONG BEACH CA 90807 2 08/06/97 00
7090041099 05 10/01/97 0
7090041099 O 09/01/12
0
1648584 943/943 F 300,000.00 ZZ
180 297,294.47 1
3333 CLAY STREET #1 7.625 2,802.39 75
7.375 2,802.39 400,000.00
SAN FRANCISCO CA 94118 2 08/11/97 00
7090041111 01 10/01/97 0
7090041111 O 09/01/12
0
1648589 943/943 F 450,000.00 ZZ
180 445,669.61 1
1893 LONG POINTE 6.875 4,013.35 74
6.625 4,013.35 610,000.00
BLOOMFIELD MI 48302 1 08/26/97 00
7090042211 05 10/01/97 0
7090042211 O 09/01/12
0
1648591 943/943 F 1,000,000.00 ZZ
180 996,913.04 1
4475 GLEN FALLS LANE 7.250 9,128.63 56
7.000 9,128.63 1,800,000.00
VAIL CO 81657 2 10/08/97 00
7090042291 05 12/01/97 0
7090042291 O 11/01/12
0
1648594 943/943 F 410,000.00 ZZ
180 406,398.07 1
1
1904 N SEDGWICK STREET 7.875 3,888.65 75
UNIT 1904 7.625 3,888.65 550,000.00
CHICAGO IL 60614 2 09/19/97 00
7090042950 01 11/01/97 0
7090042950 O 10/01/12
0
1648595 943/943 F 260,000.00 ZZ
180 258,389.91 1
4048 VENTURA CANYON 7.250 2,373.45 35
7.000 2,373.45 760,000.00
LOS ANGELES CA 91423 1 09/03/97 00
7090043048 05 11/01/97 0
7090043048 O 10/01/12
0
1648597 943/943 F 385,000.00 ZZ
180 382,615.84 1
5430 S JASMINE ST 7.250 3,514.53 70
7.000 3,514.53 550,000.00
GREENWOOD VILLA CO 80111 5 09/25/97 00
7090043179 05 11/01/97 0
7090043179 O 10/01/12
0
1648598 943/943 F 510,000.00 ZZ
180 506,772.55 1
2735 LARKIN ST 7.000 4,584.03 57
6.750 4,584.03 910,000.00
SAN FRANCISCO CA 94109 1 09/10/97 00
7090043330 01 11/01/97 0
7090043330 O 10/01/12
0
1648599 943/943 F 500,000.00 ZZ
180 496,834.77 1
90 WESTERN DRIVE 7.000 4,494.15 35
6.750 4,494.15 1,460,000.00
MILLBURN TWP NJ 07078 1 09/22/97 00
7090043353 05 11/01/97 0
7090043353 O 10/01/12
0
1648603 943/943 F 700,000.00 ZZ
180 695,804.59 1
2730 NE 30TH AVENUE 7.625 6,538.91 75
7.375 6,538.91 933,500.00
LIGHTHOUSE POIN FL 33064 1 09/30/97 00
7090044631 05 11/01/97 0
1
7090044631 O 10/01/12
0
1648605 943/943 F 460,000.00 ZZ
180 458,595.43 1
193 RIVO ALTO CANAL 7.375 4,231.65 68
7.125 4,231.65 685,000.00
LONG BEACH CA 90803 2 10/02/97 00
7090044767 05 12/01/97 0
7090044767 O 11/01/12
0
1648606 943/943 F 377,000.00 ZZ
180 372,470.28 1
5108 GAVIOTA AVENUE 7.375 3,468.12 79
7.125 3,468.12 482,000.00
LOS ANGELES CA 91436 2 09/25/97 00
7090044787 05 11/01/97 0
7090044787 O 10/01/12
0
1648617 943/943 F 243,000.00 ZZ
180 240,808.50 1
8 CARINA UNIT 39 7.625 2,269.94 45
7.375 2,269.94 540,000.00
IRVINE CA 92612 1 08/19/97 00
7111119315 01 10/01/97 0
7111119315 O 09/01/12
0
1648630 943/943 F 350,000.00 ZZ
180 346,808.99 1
1503 WEST WILSHIRE BOULEVARD 7.500 3,244.55 67
7.250 3,244.55 530,000.00
OKLAHOMA CITY OK 73116 1 08/20/97 00
7111120519 05 10/01/97 0
7111120519 O 09/01/12
0
1648633 943/943 F 249,000.00 ZZ
180 248,247.98 1
707 HANLEY AVENUE 7.500 2,308.27 30
7.250 2,308.27 850,000.00
LOS ANGELES CA 90049 2 10/03/97 00
7111120753 05 12/01/97 0
7111120753 O 11/01/12
0
1
1648634 943/943 F 295,000.00 ZZ
180 292,005.64 1
2644 SWEET MAPLE COVE 6.250 2,529.40 68
6.000 2,529.40 440,000.00
GERMANTOWN TN 38139 1 08/12/97 00
7111120849 03 10/01/97 0
7111120849 O 09/01/12
0
1648638 943/943 F 277,000.00 ZZ
180 276,126.07 1
12511 SANDSTONE RUN 7.000 2,489.76 80
6.750 2,489.76 347,000.00
CARMEL IN 46033 1 10/09/97 00
7111121070 03 12/01/97 0
7111121070 O 11/01/12
0
1648639 943/943 F 360,900.00 ZZ
180 358,213.26 1
3319 DARTMOUTH AVENUE 7.500 3,345.59 48
7.250 3,345.59 760,000.00
HIGHLAND PARK TX 75205 2 09/09/97 00
7111121100 05 11/01/97 0
7111121100 O 10/01/12
0
1648640 943/943 F 484,300.00 ZZ
180 481,365.55 1
618 NORTH TURNABOUT ROAD 7.500 4,489.53 48
7.250 4,489.53 1,030,000.00
ORANGE CA 92669 2 09/09/97 00
7111121301 03 11/01/97 0
7111121301 O 10/01/12
0
1648647 943/943 F 297,000.00 T
180 295,100.08 1
1061 WOODLANDS CT 6.875 2,648.81 60
6.625 2,648.81 495,000.00
ESTES PARK CO 80517 2 09/30/97 00
7111122093 05 11/01/97 0
7111122093 O 10/01/12
0
1648648 943/943 F 436,000.00 ZZ
180 433,358.21 1
14 FAIRWAY DR 7.500 4,041.78 80
7.250 4,041.78 545,000.00
1
MANHATTAN BEACH CA 90266 2 09/15/97 00
7111122190 09 11/01/97 0
7111122190 O 10/01/12
0
1648659 943/943 F 353,000.00 ZZ
180 351,945.54 1
25 DEERBROOK LANE 7.625 3,297.48 71
7.375 3,297.48 500,000.00
WEST MILFORD NJ 07480 2 10/07/97 00
7111124732 05 12/01/97 0
7111124732 O 11/01/12
0
1648668 943/943 F 500,000.00 T
120 497,189.91 1
17 SPY ROCK ROAD 7.500 5,935.09 55
7.250 5,935.09 912,000.00
POUND RIDGE NY 10576 1 10/15/97 00
7510600781 05 12/01/97 0
7510600781 O 11/01/07
0
1648671 943/943 F 255,000.00 ZZ
180 252,672.07 1
1500 NORTH 22ND STREET 7.500 2,363.89 46
7.250 2,363.89 555,000.00
ARLINGTON VA 22209 1 08/21/97 00
7516300494 09 10/01/97 0
7516300494 O 09/01/12
0
1648672 943/943 F 600,000.00 ZZ
180 594,287.90 1
140 STONEPINE ROAD 7.000 5,392.97 29
6.750 5,392.97 2,100,000.00
HILLSBOROUGH CA 94010 1 08/15/97 00
7528300404 05 10/01/97 0
7528300404 O 09/01/12
0
1648674 943/943 F 348,000.00 ZZ
180 346,937.41 1
147 ROXBURY PARK 7.375 3,201.34 67
7.125 3,201.34 520,000.00
EAST AMHERST NY 14051 2 10/09/97 00
7537200328 05 12/01/97 0
7537200328 O 11/01/12
0
1
1648675 943/943 F 500,000.00 ZZ
180 495,239.89 1
2009 EAGLE TRACE WAY 7.000 4,494.15 57
6.750 4,494.15 890,000.00
LAS VEGAS NV 89117 2 08/25/97 00
7542100417 03 10/01/97 0
7542100417 O 09/01/12
0
1648678 943/943 F 540,000.00 ZZ
180 535,130.01 1
27 TIMBER MILL LANE 7.625 5,044.31 80
7.375 5,044.31 675,000.00
WESTON CT 06883 1 08/15/97 00
7542700405 05 10/01/97 0
7542700405 O 09/01/12
0
1648681 943/943 F 500,000.00 ZZ
180 496,869.92 1
715 SASCO HILL ROAD 7.125 4,529.16 42
6.875 4,529.16 1,200,000.00
FAIRFIELD CT 06430 1 10/01/97 00
7544300426 05 11/01/97 0
7544300426 O 10/01/12
0
1648685 943/943 F 256,000.00 ZZ
180 255,226.84 1
7823 PINEVILLE CIRCLE 7.500 2,373.16 74
7.250 2,373.16 350,000.00
CASTRO VALLEY CA 94552 2 10/10/97 00
7550800427 03 12/01/97 0
7550800427 O 11/01/12
0
1648687 943/943 F 420,000.00 ZZ
180 416,170.78 1
721 HILL ROAD 7.500 3,893.46 75
7.250 3,893.46 560,000.00
WINNETKA IL 60093 5 08/12/97 00
7555100572 05 10/01/97 0
7555100572 O 09/01/12
0
1648688 943/943 F 500,000.00 ZZ
180 498,506.43 1
1
2005 LYON STREET 7.625 4,670.65 56
7.375 4,670.65 900,000.00
SAN FRANCISCO CA 94115 2 09/30/97 00
7555900370 01 12/01/97 0
7555900370 O 11/01/12
0
1648690 943/943 F 388,000.00 ZZ
180 385,623.26 1
1822 COUNTRY CLUB PRADO 7.375 3,569.31 80
7.125 3,569.31 485,000.00
CORAL GABLES FL 33134 1 09/10/97 00
7560200295 05 11/01/97 0
7560200295 O 10/01/12
0
1648693 943/943 F 225,000.00 ZZ
180 172,321.69 1
2077 MADAN LANE 7.500 2,085.78 51
7.250 2,085.78 445,000.00
SANTA CLARA CA 95051 1 08/26/97 00
7561300275 03 10/01/97 0
7561300275 O 09/01/12
0
1648699 943/943 F 442,500.00 ZZ
180 439,789.42 1
4058 MANSION DRIVE NW 7.375 4,070.67 75
7.125 4,070.67 590,000.00
WASHINGTON DC 20007 1 09/04/97 00
7564600359 09 11/01/97 0
7564600359 O 10/01/12
0
1648701 943/943 F 267,000.00 T
180 264,490.53 1
136 ROUND AVENUE 7.500 2,475.13 75
7.250 2,475.13 360,000.00
BIG BEAR LAKE CA 92315 2 08/22/97 00
7567600216 05 10/01/97 0
7567600216 O 09/01/12
0
1648705 943/943 F 300,000.00 ZZ
180 297,294.47 1
507 35TH AVENUE 7.625 2,802.39 46
7.375 2,802.39 655,000.00
SAN FRANCISCO CA 94121 1 08/28/97 00
7570700138 05 10/01/97 0
1
7570700138 O 09/01/12
0
1649338 637/G01 F 294,000.00 ZZ
180 293,112.08 1
15935 DESCANSA COURT 7.500 2,725.42 71
7.250 2,725.42 415,000.00
MORGAN HILL CA 95037 2 10/03/97 00
0430483206 05 12/01/97 0
8385221 O 11/01/12
0
1649340 637/G01 F 400,000.00 ZZ
180 398,778.63 1
3762 HAMILTON WAY 7.375 3,679.70 58
7.125 3,679.70 700,000.00
REDWOOD CITY CA 94062 2 10/07/97 00
0430478693 05 12/01/97 0
8384448 O 11/01/12
0
1649384 A52/G01 F 30,000.00 ZZ
180 29,912.35 1
2624 LAKE ERIN DRIVE 7.875 284.53 20
7.625 284.53 151,900.00
TUCKER GA 30084 1 10/29/97 00
0430446252 05 12/01/97 0
233879 O 11/01/12
0
1649635 956/G01 F 275,000.00 ZZ
180 274,160.31 1
3397 EDINBURGH DRIVE 7.375 2,529.79 72
7.125 2,529.79 385,000.00
LIVERMORE CA 94550 2 10/10/97 00
0430503565 05 12/01/97 0
8710054 O 11/01/12
0
1650247 J93/G01 F 106,200.00 ZZ
180 106,200.00 1
14840 40TH AVENUE NORTH 7.750 999.63 60
7.500 999.63 177,000.00
PLYMOUTH MN 55446 1 11/26/97 00
0430522649 05 01/01/98 0
1650247 O 12/01/12
0
1
1650458 106/106 F 311,250.00 ZZ
180 310,330.43 1
415 EAST 37TH STREET #29-C 7.750 2,929.73 75
7.500 2,929.73 415,000.00
NEW YORK NY 10016 1 10/23/97 00
6472724 06 12/01/97 0
6472724 O 11/01/12
0
1650652 491/491 F 398,000.00 ZZ
180 395,614.68 1
6152 NORTH YUCCA ROAD 7.625 3,717.84 30
7.375 3,717.84 1,360,000.00
PARADISE VALLEY AZ 85253 2 09/03/97 00
61509442 03 11/01/97 0
61509442 O 10/01/12
0
1650656 491/491 F 650,000.00 ZZ
180 647,949.28 1
59 WALNUT AVE UE 7.000 5,842.39 78
6.750 5,842.39 835,000.00
MILL VALLEY CA 94941 2 10/10/97 00
62318403 05 12/01/97 0
62318403 O 11/01/12
0
1650657 491/491 F 450,000.00 ZZ
180 446,136.72 1
6702 PIMLICO CIRCLE 7.375 4,139.66 71
7.125 4,139.66 640,000.00
HUNTINGTON BEAC CA 92648 2 09/12/97 00
62433491 03 11/01/97 0
62433491 O 10/01/12
0
1650660 491/491 F 340,000.00 ZZ
180 337,939.88 1
900 GREEN STREET #301 7.500 3,151.85 54
7.250 3,151.85 635,000.00
SAN FRANCISCO CA 94133 1 08/29/97 00
62704982 08 11/01/97 0
62704982 O 10/01/12
0
1650661 491/491 F 475,000.00 ZZ
180 473,565.44 1
15711 ROBLES DEL ORO 7.500 4,403.31 34
7.250 4,403.31 1,400,000.00
1
SARATOGA CA 95070 2 10/06/97 00
62718223 05 12/01/97 0
62718223 O 11/01/12
0
1650666 491/491 F 224,000.00 ZZ
180 222,627.87 1
939 CORTE AUGUSTA 7.375 2,060.63 80
7.125 2,060.63 280,000.00
CAMARILLO CA 93010 1 08/27/97 00
62893068 01 11/01/97 0
62893068 O 10/01/12
0
1650667 491/491 F 266,500.00 ZZ
180 262,103.23 1
31162 HOLLY DRIVE 7.750 2,508.50 48
7.500 2,508.50 560,000.00
LAGUNA BEACH CA 92677 2 08/18/97 00
62894251 05 10/01/97 0
62894251 O 09/01/12
0
1650668 491/491 F 220,500.00 ZZ
180 219,137.98 1
6944 NORTH VISTA STREET 7.625 2,059.76 75
7.375 2,059.76 294,000.00
SAN GABRIEL CA 91775 2 09/08/97 00
62897918 05 11/01/97 0
62897918 O 10/01/12
0
1650669 491/491 F 396,900.00 ZZ
180 394,547.19 1
1957 PALMER DRIVE 7.750 3,735.93 71
7.500 3,735.93 562,000.00
PLEASANTON CA 94588 2 09/12/97 00
6290549 05 11/01/97 0
6290549 O 10/01/12
0
1650673 491/491 F 366,000.00 ZZ
180 363,733.51 1
547 RHEA WAY 7.250 3,341.08 80
7.000 3,341.08 460,000.00
LIVERMORE CA 94550 2 09/02/97 00
63014921 05 11/01/97 0
63014921 O 10/01/12
0
1
1650676 491/491 F 300,000.00 ZZ
180 298,202.03 1
1131 GRIMLEY LANE 7.625 2,802.39 38
7.375 2,802.39 800,000.00
SAN JOSE CA 95120 5 09/15/97 00
63024829 05 11/01/97 0
63024829 O 10/01/12
0
1650683 491/491 F 280,000.00 ZZ
180 258,158.57 1
21002 E GRANITE WELLS DRIVE 7.625 2,615.57 80
7.375 2,615.57 350,000.00
WALNUT CA 91789 2 09/20/97 00
63036568 05 11/01/97 0
63036568 O 10/01/12
0
1650684 491/491 F 315,000.00 ZZ
180 311,890.40 1
2720 CANTOR DRIVE 7.375 2,897.76 68
7.125 2,897.76 470,000.00
MORGAN HILL CA 95037 2 08/15/97 00
63060680 05 10/01/97 0
63060680 O 09/01/12
0
1650686 491/491 F 295,000.00 ZZ
180 292,130.22 1
20773 LOWENA COURT 7.000 2,651.55 36
R 6.750 2,651.55 825,000.00
SARATOGA CA 95070 2 09/25/97 00
63061848 05 11/01/97 0
63061848 O 10/01/12
0
1650687 491/491 F 263,000.00 ZZ
180 261,440.94 1
50 BONNIE BRAE DRIVE 7.750 2,475.56 59
7.500 2,475.56 450,000.00
NOVATO CA 94949 2 09/23/97 00
63081911 05 11/01/97 0
63081911 O 10/01/12
0
1650689 491/491 F 400,000.00 ZZ
180 398,724.25 1
1
230 MANZANITA WAY 6.875 3,567.42 18
6.625 3,567.42 2,275,000.00
WOODSIDE CA 94062 1 10/14/97 00
63091038 05 12/01/97 0
63091038 O 11/01/12
0
1650690 491/491 F 470,000.00 ZZ
180 467,152.21 1
14047 QUITO ROAD 7.500 4,356.96 43
7.250 4,356.96 1,100,000.00
SARATOGA CA 95070 2 09/11/97 00
63093685 05 11/01/97 0
63093685 O 10/01/12
0
1650691 491/491 F 335,000.00 ZZ
180 333,035.83 1
88 MADRONE AVENUE 7.875 3,177.31 66
7.625 3,177.31 515,000.00
LARKSPUR CA 94939 2 09/09/97 00
63094371 05 11/01/97 0
63094371 O 10/01/12
0
1650692 491/491 F 388,000.00 T
180 385,725.08 1
2585 PATRICKS POINT DRIVE 7.875 3,679.99 80
7.625 3,679.99 485,000.00
TRINIDAD CA 95570 1 09/09/97 00
63094444 05 11/01/97 0
63094444 O 10/01/12
0
1650694 491/491 F 278,000.00 ZZ
180 277,169.57 1
1010 OXFORD STREET 7.625 2,596.89 63
7.375 2,596.89 445,000.00
BERKELEY CA 94707 2 10/03/97 00
63097982 05 12/01/97 0
63097982 O 11/01/12
0
1650696 491/491 F 400,000.00 ZZ
180 398,778.63 1
4758 ARLENE PLACE 7.375 3,679.70 79
7.125 3,679.70 506,900.00
PLEASANTON CA 94566 1 10/01/97 00
63103851 05 12/01/97 0
1
63103851 O 11/01/12
0
1650697 491/491 F 228,000.00 ZZ
180 226,633.53 1
2164 FELIZ DRIVE 7.625 2,129.82 71
7.375 2,129.82 325,000.00
NOVATO CA 94945 2 09/04/97 00
63104687 05 11/01/97 0
63104687 O 10/01/12
0
1650698 491/491 F 567,000.00 ZZ
180 485,141.55 1
7 MIDDLEBURY LANE 7.750 5,337.04 55
7.500 5,337.04 1,035,000.00
LOS ALTOS CA 94022 2 09/03/97 00
63105411 05 11/01/97 0
63105411 O 10/01/12
0
1650700 491/491 F 260,000.00 ZZ
180 258,424.61 1
1181 FOX HOLLOW COURT 7.500 2,410.24 76
7.250 2,410.24 345,000.00
MILPITAS CA 95035 2 09/24/97 00
63107015 05 11/01/97 0
63107015 O 10/01/12
0
1650701 491/491 F 600,000.00 ZZ
180 596,364.51 1
13671 NOB AVENUE 7.500 5,562.08 58
7.250 5,562.08 1,050,000.00
SAN DIEGO CA 92014 2 09/24/97 00
63108381 05 11/01/97 0
63108381 O 10/01/12
0
1650703 491/491 F 371,000.00 ZZ
180 368,205.28 1
6363 LAKE WASHINGTON BLVD. NE 7.625 3,465.63 70
#101 7.375 3,465.63 530,000.00
KIRKLAND WA 98033 1 09/09/97 00
63119692 01 11/01/97 0
63119692 O 10/01/12
0
1
1650704 491/491 F 550,000.00 ZZ
180 546,703.70 1
62 INCLINE GREEN LANE 7.625 5,137.72 50
7.375 5,137.72 1,100,000.00
ALAMO CA 94507 2 09/05/97 00
63145316 03 11/01/97 0
63145316 O 10/01/12
0
1650705 491/491 F 280,000.00 ZZ
180 278,358.31 1
1542 ARDENWOOD DRIVE 7.875 2,655.66 71
7.625 2,655.66 396,000.00
SAN JOSE CA 95129 1 09/15/97 00
63146452 05 11/01/97 0
63146452 O 10/01/12
0
1650706 491/491 F 270,000.00 ZZ
180 266,907.09 1
161 LESSAY 7.875 2,560.82 74
7.625 2,560.82 365,000.00
NEWPORT COAST CA 92657 2 09/23/97 00
63153301 01 11/01/97 0
63153301 O 10/01/12
0
1650707 491/491 F 236,000.00 ZZ
180 234,600.99 1
18118 TARZANA STREET 7.750 2,221.42 75
7.500 2,221.42 315,000.00
LOS ANGELES CA 91356 5 09/02/97 00
63155842 05 11/01/97 0
63155842 O 10/01/12
0
1650708 491/491 F 226,000.00 ZZ
180 225,339.63 1
29592 MICHELIS STREET 7.875 2,143.50 71
7.625 2,143.50 320,000.00
LAGUNA NIGUEL CA 92677 2 10/06/97 00
63157861 03 12/01/97 0
63157861 O 11/01/12
0
1650709 491/491 F 395,000.00 ZZ
180 392,580.39 1
6758 CAVITE COURT 7.375 3,633.70 71
7.125 3,633.70 560,000.00
1
SAN DIEGO CA 92120 2 09/29/97 00
63158906 05 11/01/97 0
63158906 O 10/01/12
0
1650710 491/491 F 263,000.00 ZZ
180 261,474.86 1
2039 GRANITE BAR WAY 8.000 2,513.37 76
7.750 2,513.37 350,000.00
GOLD RIVER CA 95670 2 09/17/97 00
63160579 05 11/01/97 0
63160579 O 10/01/12
0
1650711 491/491 F 308,000.00 ZZ
180 306,133.79 1
521 CHANTECLER DRIVE 7.500 2,855.20 44
7.250 2,855.20 700,000.00
FREMONT CA 94539 2 09/10/97 00
63160897 05 11/01/97 0
63160897 O 10/01/12
0
1650714 491/491 F 246,950.00 ZZ
180 245,486.08 1
10989 BEECHWOOD DRIVE 7.750 2,324.49 79
7.500 2,324.49 315,000.00
RANCHO CUCAMONG CA 91737 2 09/12/97 00
63188953 03 11/01/97 0
63188953 O 10/01/12
0
1650716 491/491 F 399,000.00 ZZ
180 397,781.69 1
18551 FLORA DRIVE 7.375 3,670.50 80
7.125 3,670.50 500,000.00
YORBA LINDA CA 92886 2 10/14/97 00
63196301 05 12/01/97 0
63196301 O 11/01/12
0
1650719 491/491 F 275,000.00 ZZ
180 273,387.62 1
5065 FOREST HILL DRIVE 7.875 2,608.24 47
7.625 2,608.24 587,000.00
PLEASANTON CA 94588 2 09/17/97 00
63201127 05 11/01/97 0
63201127 O 10/01/12
0
1
1650721 491/491 F 287,500.00 ZZ
180 286,631.71 1
7061 QUAIL COVE COURT 7.500 2,665.17 62
7.250 2,665.17 465,000.00
SAN JOSE CA 95120 2 10/09/97 00
63218933 03 12/01/97 0
63218933 O 11/01/12
0
1650723 491/491 F 260,000.00 ZZ
180 258,424.61 1
2660 NORTH VISTA BLUFF ROAD 7.500 2,410.24 76
7.250 2,410.24 345,000.00
ORANGE CA 92867 2 09/17/97 00
63222167 03 11/01/97 0
63222167 O 10/01/12
0
1650724 491/491 F 272,500.00 ZZ
180 271,677.02 1
629 VISTA VALINDA 7.500 2,526.11 73
7.250 2,526.11 375,000.00
SAN CLEMENTE CA 92672 2 10/16/97 00
63222639 05 12/01/97 0
63222639 O 11/01/12
0
1650728 491/491 F 267,000.00 ZZ
180 265,247.95 1
1362 REGENCY DRIVE 7.375 2,456.20 65
7.125 2,456.20 415,000.00
EUGENE OR 97401 2 09/30/97 00
63234637 05 11/01/97 0
63234637 O 10/01/12
0
1650729 491/491 F 278,000.00 ZZ
180 277,151.15 1
2440 HERITAGE DRIVE 7.375 2,557.39 53
7.125 2,557.39 525,000.00
SAN JOSE CA 95124 2 10/08/97 00
63237679 05 12/01/97 0
63237679 O 11/01/12
0
1650730 491/491 F 324,000.00 ZZ
180 323,021.47 1
1
1565 CALLE CAMILLE 7.500 3,003.53 62
7.250 3,003.53 530,000.00
SAN DIEGO (LA J CA 92037 2 10/08/97 00
63248239 05 12/01/97 0
63248239 O 11/01/12
0
1650731 491/491 F 400,000.00 T
180 398,818.22 1
2955 OCEAN STREET #19 7.750 3,765.11 73
7.500 3,765.11 550,000.00
CARLSBAD CA 92008 1 10/07/97 00
63248336 01 12/01/97 0
63248336 O 11/01/12
0
1650732 491/491 F 348,000.00 ZZ
180 346,925.73 1
12509 FAIRBROOK ROAD 7.250 3,176.77 80
7.000 3,176.77 437,000.00
SAN DIEGO CA 92131 1 10/03/97 00
6324859 03 12/01/97 0
6324859 O 11/01/12
0
1650733 491/491 F 356,000.00 ZZ
180 354,899.17 1
4128 BAYARD STREET 7.750 3,350.95 80
7.500 3,350.95 445,000.00
SAN DIEGO CA 92109 2 10/07/97 00
63248808 05 12/01/97 0
63248808 O 11/01/12
0
1650734 491/491 F 411,000.00 ZZ
180 409,799.06 1
5956 VIA ZURITA 7.875 3,898.13 65
7.625 3,898.13 640,000.00
SAN DIEGO (LA J CA 92037 2 10/08/97 00
63249936 05 12/01/97 0
63249936 O 11/01/12
0
1650735 491/491 F 377,000.00 ZZ
180 375,861.41 1
1824 THOUSAND OAKS BOULEVARD 7.500 3,494.84 58
7.250 3,494.84 650,000.00
BERKELEY CA 94707 2 10/10/97 00
63253097 05 12/01/97 0
1
63253097 O 11/01/12
0
1650736 491/491 F 311,000.00 ZZ
180 310,091.26 1
36 ACACIA DRIVE 7.875 2,949.68 71
7.625 2,949.68 440,000.00
ORINDA CA 94563 2 10/02/97 00
63254484 05 12/01/97 0
63254484 O 11/01/12
0
1650738 491/491 F 251,000.00 ZZ
180 247,132.11 1
21 THE POINT 7.875 2,380.61 31
7.625 2,380.61 815,000.00
CORONADO CA 92118 2 09/23/97 00
63260859 03 11/01/97 0
63260859 O 10/01/12
0
1650741 491/491 F 533,000.00 ZZ
180 531,354.65 1
4707 HOLLOW CREST COURT 7.250 4,865.56 75
7.000 4,865.56 715,000.00
DALLAS TX 75287 2 10/08/97 00
63268876 05 12/01/97 0
63268876 O 11/01/12
0
1650745 491/491 F 360,000.00 ZZ
180 358,924.63 1
16 MATTINA DRIVE 7.625 3,362.87 75
7.375 3,362.87 480,000.00
NEWPORT COAST CA 92657 5 10/03/97 00
63285584 01 12/01/97 0
63285584 O 11/01/12
0
1650746 491/491 F 260,000.00 ZZ
180 259,197.38 1
757 F AVE UE 7.250 2,373.45 73
7.000 2,373.45 360,000.00
CORONADO CA 92118 2 10/14/97 00
63290227 01 12/01/97 0
63290227 O 11/01/12
0
1
1650747 491/491 F 281,000.00 ZZ
180 280,187.94 1
23000 NORTH MULHOLLAND HIGHWAY 8.000 2,685.39 71
AND 2400 SUMMIT TO SUMMIT 7.750 2,685.39 400,000.00
TOPANGA AREA CA 90290 2 10/10/97 00
63338262 05 12/01/97 0
63338262 O 11/01/12
0
1650750 491/491 F 250,000.00 ZZ
180 249,261.39 1
544 BANYAN CIRCLE 7.750 2,353.19 75
7.500 2,353.19 335,000.00
WALNUT CREEK CA 94598 5 10/03/97 00
63400651 03 12/01/97 0
63400651 O 11/01/12
0
1650752 491/491 F 494,400.00 ZZ
180 492,906.85 1
324 6TH STREET 7.500 4,583.15 80
7.250 4,583.15 618,000.00
MANHATTAN BEACH CA 90266 1 10/15/97 00
63441161 05 12/01/97 0
63441161 O 11/01/12
0
1650767 429/429 F 825,000.00 R
180 819,946.40 1
485 CROCKER ROAD 7.375 7,589.37 70
7.125 7,589.37 1,179,000.00
SACRAMENTO CA 95864 1 09/17/97 00
10532731 05 11/01/97 0
10532731 O 10/01/12
0
1650768 429/429 F 240,000.00 ZZ
180 239,267.18 1
4129 BISCAYNE STREET 7.375 2,207.82 77
7.125 2,207.82 315,000.00
CHINO CA 91710 2 10/10/97 00
10533451 05 12/01/97 0
10533451 O 11/01/12
0
1650771 429/429 F 301,500.00 ZZ
180 299,673.16 1
187 NORTH WOODS DRIVE 7.500 2,794.95 90
7.250 2,794.95 335,000.00
1
SOUTH ORANGE NJ 07079 1 09/29/97 04
62638432 05 11/01/97 12
62638432 O 10/01/12
0
1650781 429/429 F 250,000.00 ZZ
180 249,253.21 1
707 CALUSA TRAIL 7.625 2,335.33 39
7.375 2,335.33 650,000.00
FRANKLIN LAKES NJ 07417 1 10/17/97 00
62916751 05 12/01/97 0
62916751 O 11/01/12
0
1650785 429/429 F 236,500.00 ZZ
180 228,688.05 1
7623 SOUTHBY DRIVE 7.375 2,175.62 50
7.125 2,175.62 473,000.00
WEST HILLS CA 91304 2 09/04/97 00
63045044 03 11/01/97 0
63045044 O 10/01/12
0
1650787 429/429 F 268,000.00 ZZ
180 266,358.33 1
937 COLE STREET 7.375 2,465.40 60
7.125 2,465.40 450,000.00
GOLDEN CO 80401 2 09/22/97 00
63049759 05 11/01/97 0
63049759 O 10/01/12
0
1650788 429/429 F 440,000.00 ZZ
180 438,671.14 1
35 KAZAR COURT 7.500 4,078.86 75
7.250 4,078.86 590,000.00
MORAGA CA 94556 2 09/30/97 00
63051214 05 12/01/97 0
63051214 O 11/01/12
0
1650790 429/429 F 400,000.00 ZZ
180 398,765.21 1
10152 NORTH PEACH AVENUE 7.250 3,651.46 40
7.000 3,651.46 1,000,000.00
CLOVIS CA 93611 2 10/03/97 00
63051702 05 12/01/97 0
63051702 O 11/01/12
0
1
1650798 429/429 F 253,000.00 ZZ
180 251,467.02 1
2803 CAROLINA 7.500 2,345.35 73
7.250 2,345.35 350,000.00
CLOVIS CA 93611 2 09/19/97 00
63176343 05 11/01/97 0
63176343 O 10/01/12
0
1650799 429/429 F 248,000.00 ZZ
180 246,545.92 1
1402 EDINBURGH LANE 7.875 2,352.16 65
7.625 2,352.16 385,000.00
GLENDALE CA 91206 2 09/26/97 00
6317653 05 11/01/97 0
6317653 O 10/01/12
0
1650800 429/429 F 320,000.00 ZZ
180 318,061.08 1
3 DAYBREAK 7.500 2,966.44 75
7.250 2,966.44 430,000.00
IRVINE CA 92614 2 09/16/97 00
63177196 03 11/01/97 0
63177196 O 10/01/12
0
1650801 429/429 F 245,000.00 ZZ
180 243,251.91 1
19 FOREST DRIVE 7.375 2,253.82 70
7.125 2,253.82 350,000.00
NAPA CA 94558 2 10/08/97 00
63177684 05 12/01/97 0
63177684 O 11/01/12
0
1650804 429/429 F 458,000.00 ZZ
180 455,194.49 1
27 CAMINO ENCINAS 7.375 4,213.25 49
7.125 4,213.25 935,000.00
ORINDA CA 94563 5 09/17/97 00
63182611 05 11/01/97 0
63182611 O 10/01/12
0
1650805 429/429 F 397,000.00 ZZ
180 394,541.54 1
1
2094 WEST ALLUVIAL 7.250 3,624.07 78
7.000 3,624.07 515,000.00
FRESNO CA 93711 2 09/19/97 00
63183129 05 11/01/97 0
63183129 O 10/01/12
0
1650806 429/429 F 247,500.00 ZZ
180 246,792.64 1
17426 FLANDERS STREET 8.125 2,383.14 90
7.875 2,383.14 275,000.00
GRANADA HILLS CA 91344 2 09/29/97 04
63197146 05 12/01/97 12
63197146 O 11/01/12
0
1650807 429/429 F 350,000.00 ZZ
180 348,954.50 1
6015 NORTH HWY 1 7.625 3,269.46 73
7.375 3,269.46 480,000.00
BODEGA BAY CA 94923 5 09/29/97 00
631976 05 12/01/97 0
631976 O 11/01/12
0
1650879 944/G01 F 300,000.00 ZZ
180 299,103.86 1
10158 CASS PLACE 7.625 2,802.39 46
7.375 2,802.39 660,000.00
CUPERTINO CA 95014 5 10/15/97 00
0430483016 05 12/01/97 0
14621 O 11/01/12
0
1651174 K08/G01 F 55,000.00 ZZ
180 54,842.81 1
2921 W. FARWELL AVENUE 8.125 529.59 31
7.875 529.59 181,000.00
CHICAGO IL 60645 5 10/20/97 00
0410567135 05 12/01/97 0
410567135 O 11/01/12
0
1651248 A83/G01 F 66,000.00 ZZ
180 65,417.64 1
600 WINWOOD FARMS LOOP 7.875 625.98 49
7.625 625.98 135,000.00
MIDDLETON TN 38052 2 08/14/97 00
0430473645 05 10/01/97 0
1
1000623 O 09/01/12
0
1651684 560/560 F 285,500.00 T
180 282,056.00 1
LOBOS ST 4 NE OF 3RD AVENUE 7.625 2,666.95 73
7.375 2,666.95 395,000.00
CARMEL CA 93921 2 07/09/97 00
450779418 05 09/01/97 0
450779418 O 08/01/12
0
1651862 686/686 F 65,000.00 ZZ
180 64,794.93 1
2170 HENLEY COMMON 7.000 584.24 50
6.750 584.24 131,000.00
HOLLAND PA 18966 1 10/27/97 00
818518227 09 12/01/97 0
818518227 O 11/01/12
0
1651867 686/686 F 47,000.00 ZZ
180 46,761.26 1
4744 N 39TH AVE 7.760 442.67 63
7.510 442.67 75,000.00
PHOENIX AZ 85019 2 10/01/97 00
818450363 05 12/01/97 0
818450363 O 11/01/12
0
1651869 686/686 F 163,500.00 ZZ
180 162,318.82 1
33792 BIG SUR STREET 7.625 1,527.31 73
7.375 1,527.31 225,000.00
DANA POINT CA 92629 2 09/23/97 00
818495244 05 11/01/97 0
818495244 O 10/01/12
0
1651871 686/686 F 90,000.00 ZZ
180 89,729.37 1
15590 POVERTY POND ROAD 7.550 836.88 75
7.300 836.88 120,000.00
GRASS VALLEY CA 95945 1 09/23/97 00
818534901 05 12/01/97 0
818534901 O 11/01/12
0
1
1651872 686/686 F 152,000.00 ZZ
180 150,615.20 1
4911 REFUGIO AVENUE 8.000 1,452.60 65
7.750 1,452.60 235,000.00
CARLSBAD CA 92008 2 09/24/97 00
818495053 05 11/01/97 0
818495053 O 10/01/12
0
1651873 686/686 F 220,000.00 ZZ
180 218,655.30 1
918 SIXTH AVENUE 7.400 2,026.95 80
7.150 2,026.95 275,000.00
REDWOOD CITY CA 94063 2 09/25/97 00
818534224 05 11/01/97 0
818534224 O 10/01/12
0
1651874 686/686 F 80,000.00 ZZ
180 79,316.74 1
4321 NW 3RD STREET 7.550 743.89 70
7.300 743.89 115,000.00
COCONUT CREEK FL 33066 5 09/25/97 00
817974926 05 11/01/97 0
817974926 O 10/01/12
0
1651880 686/686 F 62,000.00 ZZ
180 61,575.87 1
8326 DAVONA DRIVE 7.163 562.94 34
6.913 562.94 183,000.00
DUBLIN CA 94568 5 09/19/97 00
818340481 05 11/01/97 0
818340481 O 10/01/12
0
1651881 686/686 F 28,350.00 ZZ
180 28,263.24 1
900 HANSEN AVENUE 7.350 260.40 70
7.100 260.40 40,500.00
BROOKFIELD MO 64628 1 10/20/97 00
818354185 05 12/01/97 0
818354185 O 11/01/12
0
1651883 686/686 F 477,400.00 ZZ
180 474,443.66 1
2908 ALHAMBRA CIRCLE 7.250 4,358.01 67
7.000 4,358.01 720,000.00
1
CORAL GABLES FL 33134 2 09/25/97 00
818479131 05 11/01/97 0
818479131 O 10/01/12
0
1651884 686/686 F 50,000.00 ZZ
180 49,665.82 1
616 E WOOD DR 7.600 466.36 57
7.350 466.36 89,000.00
POINCIANA FL 34759 5 10/03/97 00
818005415 03 11/01/97 0
818005415 O 10/01/12
0
1651886 686/686 F 90,000.00 ZZ
180 89,731.16 1
864 COUNTRY LANE 7.625 840.72 66
7.375 840.72 138,225.00
MCGREGOR TX 76657 1 10/10/97 00
818487084 05 12/01/97 0
818487084 O 11/01/12
0
1651927 664/G01 F 265,000.00 ZZ
180 264,181.95 1
21813 PARVIN DRIVE 7.250 2,419.09 59
7.000 2,419.09 450,000.00
SAUGUS CA 91350 5 10/17/97 00
0430485417 05 12/01/97 0
2392521 O 11/01/12
0
1652019 H19/G01 F 375,000.00 ZZ
180 375,000.00 1
12028 SOUTH BEAR HILLS DRIVE 7.375 3,449.72 73
7.125 3,449.72 515,000.00
DRAPER UT 84020 5 11/18/97 00
0430520122 05 01/01/98 0
2035046 O 12/01/12
0
1652394 F02/F02 F 300,000.00 ZZ
180 298,241.05 1
74 EAST STREET 7.875 2,845.35 63
7.625 2,845.35 481,000.00
HINGHAM MA 02043 2 09/25/97 00
601122320 05 11/01/97 0
601122320 O 10/01/12
0
1
1652395 F02/F02 F 230,400.00 T
180 228,344.68 1
655 FOUNTAINHEAD WAY 7.750 2,168.70 90
7.500 2,168.70 256,000.00
NAPLES FL 34103 1 08/29/97 14
601262934 05 10/01/97 25
601262934 O 09/01/12
0
1652396 F02/F02 F 228,000.00 T
180 225,852.66 1
618 S BAY BOULEVARD 7.125 2,065.30 80
6.875 2,065.30 285,000.00
ANNA MARIA FL 34216 1 08/25/97 00
601455619 05 10/01/97 0
601455619 O 09/01/12
0
1652398 F02/F02 F 265,000.00 ZZ
180 264,154.82 1
3147 234TH COURT SE 6.875 2,363.41 78
6.625 2,363.41 340,000.00
ISSAQUAH WA 98029 2 10/10/97 00
601535409 03 12/01/97 0
601535409 O 11/01/12
0
1652399 F02/F02 F 330,000.00 ZZ
180 326,962.93 1
2151 SONBRIA 7.250 3,012.45 79
7.000 3,012.45 422,000.00
TUSTIN CA 92680 2 09/05/97 00
601544422 03 11/01/97 0
601544422 O 10/01/12
0
1652400 F02/F02 F 348,000.00 ZZ
180 346,902.00 1
W5712 ARDEA LANE 7.000 3,127.92 76
6.750 3,127.92 460,000.00
SPOKANE WA 99208 2 10/02/97 00
601568922 05 12/01/97 0
601568922 O 11/01/12
0
1652402 F02/F02 F 240,000.00 ZZ
180 238,545.81 1
1
303 GREENWOOD 7.500 2,224.83 80
7.250 2,224.83 300,000.00
BIRMINGHAM MI 48009 1 10/01/97 00
601589073 05 11/01/97 0
601589073 O 10/01/12
0
1652403 F02/F02 F 242,000.00 ZZ
180 240,485.05 1
3107 MOORES ROAD 7.125 2,192.11 85
6.875 2,192.11 285,000.00
BALDWIN MD 21013 2 09/26/97 14
601606052 05 11/01/97 6
601606052 O 10/01/12
0
1652404 F02/F02 F 431,000.00 ZZ
180 428,416.92 1
762 14TH STREET 7.625 4,026.10 72
7.375 4,026.10 600,000.00
MANHATTAN BEACH CA 90266 2 09/24/97 00
601606143 05 11/01/97 0
601606143 O 10/01/12
0
1652405 F02/F02 F 489,000.00 ZZ
180 487,523.16 1
8 ARCADIA CT 7.500 4,533.09 66
7.250 4,533.09 747,000.00
BURR RIDGE IL 60521 2 10/08/97 00
601607850 05 12/01/97 0
601607850 O 11/01/12
0
1652406 F02/F02 F 226,000.00 ZZ
180 224,615.62 1
2505 CHARLESTON LANE 7.375 2,079.03 78
7.125 2,079.03 290,000.00
RESTON VA 20191 2 09/26/97 00
601608862 05 11/01/97 0
601608862 O 10/01/12
0
1652407 F02/F02 F 385,000.00 ZZ
180 383,824.45 1
704 COMMONS FORD ROAD 7.375 3,541.70 79
7.125 3,541.70 490,000.00
AUSTIN TX 78733 2 10/06/97 00
601610252 03 12/01/97 0
1
601610252 O 11/01/12
0
1652408 F02/F02 F 1,000,000.00 ZZ
180 996,913.04 1
157 EASTON RD 7.250 9,128.63 31
7.000 9,128.63 3,250,000.00
WESTPORT CT 06880 1 10/10/97 00
601611652 05 12/01/97 0
601611652 O 11/01/12
0
1652409 F02/F02 F 315,000.00 ZZ
180 314,048.66 1
25715 RIO VISTA DRIVE 7.500 2,920.09 44
7.250 2,920.09 730,000.00
CARMEL CA 93923 1 10/13/97 00
601614392 05 12/01/97 0
601614392 O 11/01/12
0
1652410 F02/F02 F 300,000.00 ZZ
180 297,903.86 1
2505 MEADOW SQUARE LANE 7.625 2,802.39 52
7.375 2,802.39 580,000.00
CHAMPAIGN IL 61821 2 10/08/97 00
601614575 03 12/01/97 0
601614575 O 11/01/12
0
1652411 F02/F02 F 260,000.00 ZZ
180 259,223.34 1
108 GERSHWIN DRIVE 7.625 2,428.74 49
7.375 2,428.74 535,000.00
HOUSTON TX 77079 2 10/06/97 00
601628742 03 12/01/97 0
601628742 O 11/01/12
0
1652412 F02/F02 F 280,000.00 ZZ
180 278,266.07 1
2232 WEST VIEWMONT WAY WEST 7.250 2,556.02 74
7.000 2,556.02 380,000.00
SEATTLE WA 98199 1 09/24/97 00
601635989 05 11/01/97 0
601635989 O 10/01/12
0
1
1652413 F02/F02 F 750,000.00 ZZ
180 747,607.97 1
245 ABRAHAMS LANE 6.875 6,688.91 60
6.625 6,688.91 1,250,000.00
VILLANOVA PA 19085 2 10/06/97 00
601639789 05 12/01/97 0
601639789 O 11/01/12
0
1652414 F02/F02 F 243,500.00 ZZ
180 242,796.31 1
2041 SHAWNEE RD 8.000 2,327.02 77
7.750 2,327.02 318,500.00
LIMA OH 45805 2 10/15/97 00
601652220 05 12/01/97 0
601652220 O 11/01/12
0
1652415 F02/F02 F 245,000.00 ZZ
180 244,218.61 1
55 BRISTOL DRIVE 6.875 2,185.04 43
6.625 2,185.04 575,000.00
BOYNTON BEACH FL 33436 2 10/17/97 00
601671600 01 12/01/97 0
601671600 O 11/01/12
0
1652416 F02/F02 F 240,000.00 T
180 239,267.18 1
777 SUNDIAL COURT #1 7.375 2,207.82 80
7.125 2,207.82 300,000.00
FORT WALTON BEA FL 32548 1 10/21/97 00
601704448 07 12/01/97 0
601704448 O 11/01/12
0
1652450 K08/G01 F 50,000.00 ZZ
180 49,855.50 1
15415 WOODARD ROAD 8.000 477.83 13
7.750 477.83 395,000.00
SAN JOSE CA 95124 5 10/23/97 00
0410581458 05 12/01/97 0
410581458 O 11/01/12
0
1652788 956/G01 F 300,000.00 ZZ
180 299,113.67 1
5295 GARDEN HIGHWAY 7.750 2,823.83 67
7.500 2,823.83 449,000.00
1
SACRAMENTO CA 95837 1 10/16/97 00
0430491472 05 12/01/97 0
3710042 O 11/01/12
0
1652900 D12/D12 F 323,000.00 ZZ
180 320,023.00 1
108 S 293RD PLACE 7.375 2,971.36 50
7.125 2,971.36 658,000.00
FEDERAL WAY WA 98003 5 08/14/97 00
2674 05 10/01/97 0
2674 O 09/01/12
0
1652978 956/G01 F 250,000.00 ZZ
180 249,244.97 1
783 ALCOSTA DRIVE 7.500 2,317.53 68
7.250 2,317.53 370,000.00
MILPITAS CA 95035 2 10/15/97 00
0430500538 05 12/01/97 0
1710188 O 11/01/12
0
1652986 956/G01 F 276,000.00 ZZ
180 275,129.23 1
4218 VERDIGRIS CIRCLE 7.000 2,480.77 80
6.750 2,480.77 345,000.00
SAN JOSE CA 95134 2 10/17/97 00
0430500561 05 12/01/97 0
1709224 O 11/01/12
0
1653061 638/G01 F 349,000.00 ZZ
180 347,980.22 1
3700 DIVISADERO STREET 7.875 3,310.09 72
#401 7.625 3,310.09 485,000.00
SAN FRANCISCO CA 94123 2 10/16/97 00
0430502625 01 12/01/97 0
08673857 O 11/01/12
0
1653180 686/686 F 90,000.00 ZZ
180 89,459.89 1
12750 YARDLEY DRIVE 7.610 839.95 32
7.360 839.95 283,306.00
BOCA RATON FL 33428 1 09/29/97 00
818364069 03 11/01/97 0
818364069 O 10/01/12
0
1
1653182 686/686 F 250,000.00 ZZ
180 248,518.01 1
5652 DIABLO HILLS ROAD 7.750 2,353.19 59
7.500 2,353.19 425,000.00
TRES PINOS CA 95075 1 09/22/97 00
818460552 03 11/01/97 0
818460552 O 10/01/12
0
1653186 686/686 F 70,000.00 ZZ
180 69,784.85 1
7 MARGO CIRCLE 7.300 640.98 44
7.050 640.98 160,000.00
NORTH HAVEN CT 06473 5 10/08/97 00
818529562 05 12/01/97 0
818529562 O 11/01/12
0
1653187 686/686 F 90,000.00 ZZ
180 89,725.79 1
11254 PEORIA ROAD 7.400 829.21 63
7.150 829.21 145,000.00
BROWNS VALLEY CA 95918 2 10/01/97 00
818535320 05 12/01/97 0
818535320 O 11/01/12
0
1653189 686/686 F 100,000.00 ZZ
180 99,694.65 1
2148 NW 97TH STREET 7.375 919.93 24
7.125 919.93 430,000.00
SEATTLE WA 98117 2 10/06/97 00
818570707 05 12/01/97 0
818570707 O 11/01/12
0
1653191 686/686 F 80,000.00 ZZ
180 79,760.50 1
486 W 7TH STREET 7.600 746.17 62
7.350 746.17 130,000.00
SAN JACINTO CA 92583 1 10/01/97 00
818521635 05 12/01/97 0
818521635 O 11/01/12
0
1653194 686/686 F 44,900.00 ZZ
180 44,761.39 1
1
6104 SW 38TH STREET 7.250 409.88 75
7.000 409.88 59,890.00
MIRAMAR FL 33023 1 10/23/97 00
818393068 05 12/01/97 0
818393068 O 11/01/12
0
1653198 686/686 F 50,250.00 ZZ
180 50,094.87 1
2858 LARKSPUR LANE 7.250 458.72 75
7.000 458.72 67,000.00
REDDING CA 96002 1 10/14/97 00
818536724 05 12/01/97 0
818536724 O 11/01/12
0
1653199 686/686 F 274,500.00 ZZ
180 273,689.00 1
1900 ORO DRIVE 7.750 2,583.81 56
7.500 2,583.81 492,939.00
FREMONT CA 94539 2 10/13/97 00
818555369 05 12/01/97 0
818555369 O 11/01/12
0
1653200 686/686 F 285,000.00 ZZ
180 284,150.54 1
2266 MONTGOMERY AVENUE 7.650 2,666.34 72
7.400 2,666.34 400,000.00
ENCINITAS CA 92007 2 10/07/97 00
818565699 05 12/01/97 0
818565699 O 11/01/12
0
1653237 686/686 F 55,000.00 ZZ
180 54,629.04 1
613 PAXTON AVENUE 7.875 521.65 48
7.625 521.65 115,000.00
LOVELAND OH 45140 2 09/25/97 00
818550097 05 11/01/97 0
818550097 O 10/01/12
0
1653238 686/686 F 63,750.00 ZZ
180 63,555.77 1
4264 ANNA LANE 7.400 587.36 75
7.150 587.36 85,000.00
WEST PALM BEACH FL 33406 1 10/23/97 00
818383127 05 12/01/97 0
1
818383127 O 11/01/12
0
1653239 686/686 F 384,950.00 ZZ
180 382,617.53 1
4948 QUINCY STREET 7.500 3,568.54 70
7.250 3,568.54 550,000.00
SAN DIEGO CA 92109 2 09/19/97 00
818495061 03 11/01/97 0
818495061 O 10/01/12
0
1653240 686/686 F 75,000.00 ZZ
180 74,770.99 1
1514 PATHFINDER WAY 7.375 689.95 30
7.125 689.95 252,000.00
LILBURN GA 30047 2 10/17/97 00
818518078 05 12/01/97 0
818518078 O 11/01/12
0
1653242 686/686 F 62,200.00 ZZ
180 62,009.66 1
2720 ALICIA LANE 7.350 571.32 52
7.100 571.32 120,000.00
MELBOURNE FL 32935 5 10/24/97 00
818319063 03 12/01/97 0
818319063 O 11/01/12
0
1653243 686/686 F 250,000.00 ZZ
180 249,244.96 1
2244 22ND STREET 7.500 2,317.54 70
7.250 2,317.54 360,000.00
SANTA MONICA CA 90405 2 10/14/97 00
818497331 05 12/01/97 0
818497331 O 11/01/12
0
1653627 225/225 F 148,000.00 ZZ
180 146,218.08 1
2703 TERRY COURT 8.125 1,425.07 52
7.875 1,425.07 289,000.00
PINOLE CA 94564 1 07/01/97 00
8052489 05 09/01/97 0
8052489 O 08/01/12
0
1
1653665 069/G01 F 376,000.00 ZZ
180 374,889.13 1
2181 SALT AIR DRIVE 7.750 3,539.20 63
7.500 3,539.20 600,000.00
SANTA ANA CA 92705 2 10/14/97 00
0430483065 05 12/01/97 0
2112215044 O 11/01/12
0
1653954 A52/G01 F 40,000.00 ZZ
180 40,000.00 1
2580 LITTLE JOHN TRAIL 7.000 359.53 31
6.750 359.53 132,000.00
MARIETTA GA 30067 1 11/07/97 00
0430480475 05 01/01/98 0
236115 O 12/01/12
0
1654003 K08/G01 F 34,000.00 ZZ
180 33,900.66 1
16325 ARBOR STREET 7.875 322.47 36
7.625 322.47 97,000.00
OMAHA NE 68130 2 10/22/97 00
0410572424 05 12/01/97 0
410572424 O 11/01/12
0
1654059 G32/G01 F 76,500.00 ZZ
180 76,500.00 3
7249 S TALMAN 8.000 731.07 62
7.750 731.07 125,000.00
CHICAGO IL 60629 2 11/04/97 00
0430488296 05 01/01/98 0
1001423 O 12/01/12
0
1654225 943/943 F 300,000.00 ZZ
180 299,083.98 1
942 TOWN AND COUNTRY ESTATES 7.375 2,759.77 51
COURT 7.125 2,759.77 589,000.00
TOWN AND COUNTR MO 63141 2 10/20/97 00
7090045466 03 12/01/97 0
7090045466 O 11/01/12
0
1654230 943/943 F 270,000.00 ZZ
180 269,175.58 1
20350 ARGONAUT DRIVE 7.375 2,483.80 37
7.125 2,483.80 735,000.00
1
SARATOGA CA 95070 2 10/24/97 00
7529900393 05 12/01/97 0
7529900393 O 11/01/12
0
1654339 286/286 F 319,200.00 ZZ
180 318,203.83 1
8808 HIDDEN FARM ROAD 7.125 2,891.42 80
6.875 2,891.42 399,000.00
RANCHO CUCAMONG CA 91701 1 10/14/97 00
8653016 05 12/01/97 0
8653016 O 11/01/12
0
1654511 623/623 F 600,000.00 T
180 596,443.23 1
227 SAGE RIM 7.750 5,647.66 32
7.500 5,647.66 1,900,000.00
BASALT CO 81621 2 09/17/97 00
933506 03 11/01/97 0
933506 O 10/01/12
0
1654517 623/623 F 70,000.00 ZZ
180 69,174.61 1
30233 WESTFIELD 7.500 648.91 27
7.250 648.91 260,000.00
FARMINGTON HILL MI 48324 2 09/25/97 00
943373 05 11/01/97 0
943373 O 10/01/12
0
1654521 623/623 F 275,000.00 ZZ
180 272,573.49 1
2S413 CANTERBURY CT 7.875 2,608.24 45
7.625 2,608.24 618,935.00
GLENELLYN IL 60137 1 08/27/97 00
945141 05 10/01/97 0
945141 O 09/01/12
0
1654522 623/623 F 78,750.00 ZZ
180 78,298.34 1
3528 RD 5 SOUTH 8.125 758.27 75
7.875 758.27 105,000.00
BELLEFONTAINE OH 43311 2 09/26/97 00
947520 05 11/01/97 0
947520 O 10/01/12
0
1
1654526 623/623 F 89,600.00 ZZ
180 89,329.40 1
501 LIA WAY 7.500 830.60 70
7.250 830.60 128,000.00
EASLEY SC 29642 1 10/16/97 00
950194 05 12/01/97 0
950194 O 11/01/12
0
1654530 623/623 F 280,000.00 ZZ
180 279,172.76 1
2330 DE VARONA PLACE 7.750 2,635.57 74
7.500 2,635.57 380,000.00
SANTA CLARA CA 95050 2 10/08/97 00
6216085 03 12/01/97 0
6216085 O 11/01/12
0
1654531 623/623 F 254,000.00 ZZ
180 253,224.43 1
1242 REBECCA DRIVE 7.375 2,336.61 75
7.125 2,336.61 340,000.00
LIVERMORE CA 94550 1 10/10/97 00
6216205 05 12/01/97 0
6216205 O 11/01/12
0
1654532 623/623 F 252,000.00 ZZ
180 249,416.49 1
27211 REGIO 7.125 2,282.70 80
6.875 2,282.70 318,000.00
MISSION VIEJO CA 92692 2 09/26/97 00
6217086 05 11/01/97 0
6217086 O 10/01/12
0
1654534 623/623 F 330,000.00 ZZ
180 328,022.23 1
4716 WEST ALLUVIAL AVENUE 7.625 3,082.63 79
7.375 3,082.63 420,000.00
FRESNO CA 93722 2 09/17/97 00
6283933 05 11/01/97 0
6283933 O 10/01/12
0
1654599 964/G01 F 636,400.00 ZZ
180 634,540.44 1
1
25475 RODEO CIRCLE 7.875 6,035.94 71
7.625 6,035.94 900,000.00
LAGUNA HILLS CA 92653 2 10/24/97 00
0430501544 03 12/01/97 0
28615 O 11/01/12
0
1655692 K08/G01 F 75,000.00 ZZ
180 74,785.65 1
530 PALACE 8.125 722.16 62
7.875 722.16 122,000.00
AURORA IL 60506 5 10/29/97 00
0410563928 05 12/01/97 0
410563928 O 11/01/12
0
1655734 975/G01 F 240,000.00 ZZ
180 240,000.00 1
5621 FLORINDA AVENUE 7.625 2,241.91 69
7.375 2,241.91 350,000.00
ARCADIA CA 91006 1 11/03/97 00
0430486092 05 01/01/98 0
972293 O 12/01/12
0
1655735 975/G01 F 300,000.00 ZZ
120 300,000.00 1
420 EAST DUARTE ROAD 7.625 3,580.66 38
7.375 3,580.66 810,000.00
ARCADIA CA 91006 2 11/01/97 00
0430489096 05 01/01/98 0
972290 O 12/01/07
0
1655953 E60/G01 F 132,000.00 ZZ
180 132,000.00 1
2028 COSTA DEL SOL UNIT NO 9 7.750 1,242.49 70
7.500 1,242.49 190,000.00
PISMO BEACH CA 93449 1 11/04/97 00
0430493080 01 01/01/98 0
510471 O 12/01/12
0
1655996 286/286 F 380,000.00 ZZ
180 378,814.09 1
3721 LOCKE LN 7.125 3,442.16 80
6.875 3,442.16 475,000.00
HOUSTON TX 77027 2 10/27/97 00
0948680 05 12/01/97 0
1
0948680 O 11/01/12
0
1655997 286/286 F 470,000.00 ZZ
180 468,580.54 1
11505 N. CANTERBURY DRIVE 7.500 4,356.96 76
7.250 4,356.96 620,000.00
MEQUON WI 53092 2 10/22/97 00
0949577 05 12/01/97 0
0949577 O 11/01/12
0
1655998 286/286 F 359,000.00 ZZ
120 356,940.10 1
1920 OAK CREEK RD 7.125 4,191.46 62
6.875 4,191.46 585,000.00
SPRINGFIELD IL 62704 2 10/20/97 00
0950680 05 12/01/97 0
0950680 O 11/01/07
0
1656028 074/074 F 25,000.00 ZZ
180 24,925.31 1
509 EAGLE RIDGE ROAD 7.625 233.54 25
7.375 233.54 103,500.00
BREWSTER NY 10509 1 10/10/97 00
1106081495 01 12/01/97 0
1106081495 O 11/01/12
0
1656029 074/074 F 335,000.00 ZZ
180 333,988.25 1
20 HUNTING HOLLOW COURT 7.500 3,105.50 64
7.250 3,105.50 524,000.00
HUNTINGTON STAT NY 11746 1 10/20/97 00
1106082964 03 12/01/97 0
1106082964 O 11/01/12
0
1656030 074/074 F 244,800.00 ZZ
180 244,076.75 1
23 SUNNYSIDE AVENUE 7.750 2,304.25 90
7.500 2,304.25 272,000.00
TARRYTOWN NY 10591 1 10/23/97 04
1106083049 05 12/01/97 12
1106083049 O 11/01/12
0
1
1656032 074/074 F 50,000.00 ZZ
180 49,852.28 1
APT. 3J 6801 SHORE ROAD APT. 7.750 470.64 77
7.500 470.64 65,000.00
BROOKLYN NY 11220 1 10/06/97 00
1106084686 12 12/01/97 0
1106084686 O 11/01/12
0
1656033 074/074 F 220,000.00 ZZ
180 219,290.69 1
330 EAST 38TH STREET 6.750 1,946.81 69
UNIT 21P 6.500 1,946.81 323,000.00
NEW YORK NY 10016 2 10/16/97 00
1106086091 06 12/01/97 0
1106086091 O 11/01/12
0
1656035 074/074 F 130,000.00 ZZ
180 129,611.67 1
12 EAST 14TH STREET 7.625 1,214.37 69
APT. 4F 7.375 1,214.37 190,000.00
NEW YORK NY 10003 1 10/21/97 00
1106090678 11 12/01/97 0
1106090678 O 11/01/12
0
1656036 074/074 F 614,000.00 ZZ
180 612,145.64 1
1 WOODFIELD DRIVE 7.500 5,691.86 48
7.250 5,691.86 1,300,000.00
SHORT HILLS NJ 07078 2 10/27/97 00
1106093600 05 12/01/97 0
1106093600 O 11/01/12
0
1656037 074/074 F 239,600.00 ZZ
180 238,876.37 1
132 SHOREHAM DRIVE 7.500 2,221.13 80
7.250 2,221.13 300,000.00
ROCHESTER NY 14618 2 10/15/97 00
1107028137 05 12/01/97 0
1107028137 O 11/01/12
0
1656038 074/074 F 285,000.00 ZZ
180 284,157.98 1
400 GIRDLE RD 7.750 2,682.64 65
7.500 2,682.64 445,000.00
1
EAST AURORA NY 14052 5 10/17/97 00
1107028851 05 12/01/97 0
1107028851 O 11/01/12
0
1656039 074/074 F 48,500.00 ZZ
180 48,356.71 1
46 BENDING OAK DRIVE 7.750 456.52 22
7.500 456.52 223,900.00
PITTSFORD NY 14534 2 10/17/97 00
1107029560 05 12/01/97 0
1107029560 O 11/01/12
0
1656040 074/074 F 133,000.00 ZZ
180 132,602.70 1
RR2 BOX 216 CLAPP HILL ROAD 7.625 1,242.40 58
7.375 1,242.40 233,300.00
LAGRANGEVILLE NY 12540 1 10/20/97 00
1111116839 05 12/01/97 0
1111116839 O 11/01/12
0
1656041 074/074 F 112,500.00 ZZ
180 112,171.27 1
16 THORNE AVENUE 7.875 1,067.01 71
7.625 1,067.01 160,000.00
HEMPSTEAD NY 11550 2 09/29/97 00
1111121760 05 12/01/97 0
1111121760 O 11/01/12
0
1656042 074/074 F 393,250.00 ZZ
180 392,138.51 1
70 SMITH STREET 8.250 3,815.08 65
8.000 3,815.08 605,000.00
CHAPPAQUA NY 10514 5 10/08/97 00
1111123856 05 12/01/97 0
1111123856 O 11/01/12
0
1656043 074/074 F 42,250.00 ZZ
180 42,131.90 1
252-10 58TH AVENUE APT. 8.375 412.97 65
2ND FLOOR 8.125 412.97 65,000.00
LITTLE NECK NY 11362 5 10/14/97 00
1111128951 12 12/01/97 0
1111128951 O 11/01/12
0
1
1656044 074/074 F 84,000.00 ZZ
180 83,767.81 1
92 HORATION STREET 1A 8.500 827.19 70
8.250 827.19 120,000.00
NEW YORK NY 10014 1 10/07/97 00
1111129182 11 12/01/97 0
1111129182 O 11/01/12
0
1656045 074/074 F 50,000.00 ZZ
180 49,853.90 1
48 LAWRENCE DRIVE APT E17 7.875 474.23 80
7.625 474.23 63,000.00
NORTH WHITE PLA NY 10603 1 10/08/97 00
1111130137 12 12/01/97 0
1111130137 O 11/01/12
0
1656046 074/074 F 300,000.00 ZZ
180 299,133.04 1
199 FAIRVIEW AVENUE 8.000 2,866.96 52
7.750 2,866.96 580,000.00
ENGLEWOOD CLIFF NJ 07632 5 10/15/97 00
1111131049 05 12/01/97 0
1111131049 O 11/01/12
0
1656047 074/074 F 480,000.00 ZZ
180 478,461.35 1
16 LAUREL LANE 7.500 4,449.66 80
7.250 4,449.66 600,000.00
EAST HILLS NY 11577 5 10/22/97 00
1111132960 05 12/01/97 0
1111132960 O 11/01/12
0
1656048 074/074 F 148,000.00 ZZ
180 147,562.74 1
571 7TH AVENUE 7.750 1,393.09 80
7.500 1,393.09 185,000.00
NEW HYDE PARK NY 11040 5 10/09/97 00
1111133306 05 12/01/97 0
1111133306 O 11/01/12
0
1656049 074/074 F 70,000.00 ZZ
180 69,802.15 1
1
527 HIGHWOOD CIRCLE 8.250 679.10 59
8.000 679.10 120,000.00
ALBANY NY 12203 1 10/06/97 00
1111133645 09 12/01/97 0
1111133645 O 11/01/12
0
1656050 074/074 F 392,000.00 ZZ
180 390,763.26 1
7 O SHEA LANE 7.000 3,523.41 80
6.750 3,523.41 490,000.00
SUMMIT NJ 07901 1 10/06/97 00
1114704855 05 12/01/97 0
1114704855 O 11/01/12
0
1656051 074/074 F 273,000.00 ZZ
180 272,148.02 1
443 WEST SADDLE RIVER ROAD 7.125 2,472.92 78
6.875 2,472.92 354,000.00
SADDLE RIVER NJ 07458 2 10/14/97 00
1114705086 05 12/01/97 0
1114705086 O 11/01/12
0
1656052 074/074 F 307,000.00 T
180 306,072.82 1
6 HERON DR 7.500 2,845.93 74
7.250 2,845.93 415,000.00
AVALON NJ 08203 2 10/23/97 00
1161229699 05 12/01/97 0
1161229699 O 11/01/12
0
1656053 074/074 F 305,000.00 ZZ
180 304,078.86 1
51 RAVEN ROCK RD 7.500 2,827.39 80
7.250 2,827.39 385,000.00
ROSEMONT NJ 08556 5 10/20/97 00
1175043779 05 12/01/97 0
1175043779 O 11/01/12
0
1656054 074/074 F 142,500.00 ZZ
180 141,664.50 1
2334 KINGSLAND AVENUE 7.875 1,351.54 75
7.625 1,351.54 190,000.00
BRONX NY 10469 1 09/15/97 00
1500354140 05 11/01/97 0
1
1500354140 O 10/01/12
0
1656055 074/074 F 195,000.00 ZZ
180 193,818.48 1
253 FRANKLIN TURNPIKE 7.500 1,807.67 46
7.250 1,807.67 425,000.00
ALLENDALE NJ 07401 5 09/25/97 00
1500382102 05 11/01/97 0
1500382102 O 10/01/12
0
1656056 074/074 F 360,000.00 ZZ
180 358,948.08 1
145 HANDSOME AVE 7.875 3,414.42 80
7.625 3,414.42 450,000.00
SAYVILLE NY 11782 5 10/10/97 00
1500384630 05 12/01/97 0
1500384630 O 11/01/12
0
1656057 074/074 F 255,000.00 ZZ
180 253,454.93 1
892 EAST BAY 9TH STREET 7.500 2,363.88 67
7.250 2,363.88 385,000.00
WEST ISLIP NY 11795 2 09/12/97 00
1500387354 05 11/01/97 0
1500387354 O 10/01/12
0
1656058 074/074 F 268,800.00 ZZ
180 266,454.06 1
45 RICHARD DR 8.000 2,568.79 49
7.750 2,568.79 550,000.00
SHORT HILLS NJ 07078 5 08/06/97 00
1507268273 05 10/01/97 0
1507268273 O 09/01/12
0
1656059 074/074 F 175,000.00 ZZ
180 173,973.94 1
1412 RIDGE ROAD 7.875 1,659.79 65
7.625 1,659.79 273,000.00
NORTH HAVEN CT 06473 5 09/26/97 00
1580058615 05 11/01/97 0
1580058615 O 10/01/12
0
1
1656064 074/G01 F 288,000.00 ZZ
180 284,600.56 1
219 SKI TRAIL ROAD 7.875 2,731.54 80
7.625 2,731.54 360,000.00
LAS VEGAS NV 89124 5 07/22/97 00
0430508663 05 09/01/97 0
1513158724 O 08/01/12
0
1656065 074/G01 F 91,000.00 ZZ
180 90,731.15 1
27606 CALLE DE LEON 7.750 856.56 61
7.500 856.56 150,000.00
ROMOLAND CA 92585 2 10/03/97 00
0430508671 05 12/01/97 0
1113060236 O 11/01/12
0
1656066 074/G01 F 512,000.00 ZZ
180 510,503.94 1
1201 SUFFIELD DR 7.875 4,856.06 80
7.625 4,856.06 640,000.00
MC LEAN VA 22101 5 10/22/97 00
0430508689 03 12/01/97 0
1113064088 O 11/01/12
0
1656067 074/G01 F 353,700.00 ZZ
180 352,631.79 1
15765 APOLLO HEIGHTS CT 7.500 3,278.84 42
7.250 3,278.84 850,000.00
SARATOGA CA 95070 2 10/27/97 00
0430508697 05 12/01/97 0
1113064281 O 11/01/12
0
1656068 074/G01 F 107,250.00 ZZ
180 106,918.92 1
1855 E END AVE 7.250 979.05 65
7.000 979.05 165,000.00
LEVITTOWN PA 19056 5 10/03/97 00
0430508705 05 12/01/97 0
1175046482 O 11/01/12
0
1656069 074/G01 F 326,250.00 ZZ
180 325,286.12 1
2921 GLENDOWER AVENUE 7.750 3,070.91 75
7.500 3,070.91 435,000.00
1
LOS ANGELES CA 90027 5 10/15/97 00
0430508713 05 12/01/97 0
1233015644 O 11/01/12
0
1656070 074/G01 F 421,000.00 ZZ
180 419,714.52 1
28292 CAMINO LA RONDA 7.375 3,872.88 80
7.125 3,872.88 526,362.00
SAN JUAN CAPIST CA 92675 1 10/27/97 00
0430508721 03 12/01/97 0
1236004190 O 11/01/12
0
1656072 074/G01 F 130,000.00 T
180 129,611.67 1
19667 TURNBERRY WAY UNIT 12L 7.625 1,214.37 57
7.375 1,214.37 230,000.00
AVENTURA FL 33180 1 10/21/97 00
0430508747 06 12/01/97 0
1312032589 O 11/01/12
0
1656073 074/G01 F 381,900.00 ZZ
180 380,708.16 1
218 ENSWORTH PL 7.125 3,459.37 42
6.875 3,459.37 925,000.00
NASHVILLE TN 37205 2 10/14/97 00
0430518191 05 12/01/97 0
1341032390 O 11/01/12
0
1656074 074/G01 F 107,200.00 ZZ
180 106,528.91 1
2586 WEST PARK DRIVE 7.125 971.05 80
6.875 971.05 134,000.00
MURFREESBORO TN 37129 1 10/03/97 00
0430508754 05 11/01/97 0
1344003820 O 10/01/12
0
1656075 074/G01 F 265,200.00 ZZ
180 264,390.23 1
320 FERNLY PARK DRIVE 7.375 2,439.64 73
7.125 2,439.64 364,000.00
ALPHARETTA GA 30022 2 10/23/97 00
0430508762 05 12/01/97 0
1371129490 O 11/01/12
0
1
1656076 074/G01 F 630,000.00 T
180 628,076.35 1
3971 GULF SHORE BLVD N 7.375 5,795.52 72
7.125 5,795.52 875,000.00
NAPLES FL 34103 1 10/20/97 00
0430508770 06 12/01/97 0
1381096263 O 11/01/12
0
1656078 074/G01 F 491,000.00 ZZ
180 489,500.78 1
1537 GAMAY ROAD 7.375 4,516.82 72
7.125 4,516.82 689,000.00
LIVERMORE CA 94550 2 10/27/97 00
0430508796 03 12/01/97 0
1470015035 O 11/01/12
0
1656080 074/G01 F 650,000.00 ZZ
180 648,036.92 1
20 SOUTH SIERRA VISTA ROAD 7.500 6,025.58 79
7.250 6,025.58 825,000.00
SANTA BARBARA CA 93108 2 10/13/97 00
0430508812 05 12/01/97 0
1484007363 O 11/01/12
0
1656081 074/G01 F 508,000.00 ZZ
180 506,515.62 1
1013 NORTH CALIFORNIA AVENUE 7.875 4,818.13 80
7.625 4,818.13 635,000.00
PALO ALTO CA 94303 5 10/17/97 00
0430508820 05 12/01/97 0
1489009210 O 11/01/12
0
1656082 074/G01 F 230,250.00 ZZ
180 228,885.09 1
75 WINTER STREET 7.750 2,167.29 75
7.500 2,167.29 307,000.00
NATICK MA 01760 5 09/23/97 00
0430508838 05 11/01/97 0
1500373440 O 10/01/12
0
1656083 074/G01 F 217,000.00 ZZ
180 215,000.01 1
1
5025 COPPER CREEK DRIVE 7.375 1,996.23 73
7.125 1,996.23 300,000.00
PLEASANT HILL IA 50317 2 08/25/97 00
0430508846 05 10/01/97 0
1504150743 O 09/01/12
0
1656084 074/G01 F 375,000.00 ZZ
180 372,752.52 1
1256 EAST WIMBLEDON DR 7.625 3,502.99 75
7.375 3,502.99 500,000.00
FESTUS MO 63028 5 09/18/97 00
0430508853 03 11/01/97 0
1504158009 O 10/01/12
0
1656085 074/G01 F 54,400.00 ZZ
180 54,233.89 1
200 ST. RENEE 7.375 500.44 80
7.125 500.44 68,000.00
PARAGOULD AR 72450 2 10/02/97 00
0430508861 05 12/01/97 0
1504159806 O 11/01/12
0
1656086 074/G01 F 311,200.00 ZZ
180 308,504.92 1
520 SHADY LAKE PARKWAY 7.375 2,862.81 80
7.125 2,862.81 389,000.00
BATON ROUGE LA 70810 1 09/03/97 00
0430508879 05 11/01/97 0
1504161692 O 10/01/12
0
1656087 074/G01 F 52,000.00 ZZ
180 51,610.49 1
1800 YALE STREET 7.500 482.05 80
7.250 482.05 65,000.00
ALEXANDRIA LA 71301 5 09/24/97 00
0430508887 05 11/01/97 0
1504163097 O 10/01/12
0
1656088 074/G01 F 385,000.00 ZZ
180 382,667.23 1
2345 PARK AVENUE 7.500 3,569.00 46
7.250 3,569.00 850,000.00
DES MOINES IA 50321 5 09/16/97 00
0430508895 05 11/01/97 0
1
1504167190 O 10/01/12
0
1656089 074/G01 F 336,000.00 ZZ
180 333,986.26 1
4031 CRANFORD CIRCLE 7.625 3,138.68 80
7.375 3,138.68 420,000.00
SAN JOSE CA 95124 5 09/03/97 00
0430508903 05 11/01/97 0
1506323682 O 10/01/12
0
1656090 074/G01 F 339,000.00 ZZ
180 337,012.38 1
1860 LAS FLORES DRIVE 7.875 3,215.25 71
7.625 3,215.25 480,000.00
GLENDALE CA 91207 2 09/19/97 00
0430508911 05 11/01/97 0
1506333697 O 10/01/12
0
1656092 074/G01 F 310,000.00 ZZ
180 308,162.35 1
125 EAGLE TRACE DRIV 7.750 2,917.95 59
7.500 2,917.95 530,000.00
HALF MOON BAY CA 94019 2 09/18/97 00
0430508937 03 11/01/97 0
1506338431 O 10/01/12
0
1656093 074/G01 F 255,000.00 ZZ
180 253,437.99 1
5580 RUNNING SPRING WAY 7.375 2,345.80 80
7.125 2,345.80 319,000.00
YORBA LINDA CA 92887 2 09/19/97 00
0430508945 05 11/01/97 0
1506339004 O 10/01/12
0
1656094 074/G01 F 138,000.00 ZZ
180 137,190.87 1
1476 HIGHWAY 86 7.875 1,308.87 80
7.625 1,308.87 172,500.00
EL CENTRO CA 92243 5 09/11/97 00
0430508952 05 11/01/97 0
1506342814 O 10/01/12
0
1
1656096 074/G01 F 348,000.00 ZZ
180 346,937.42 1
5282 LOS CABALLEROS WAY 7.375 3,201.33 75
7.125 3,201.33 465,000.00
LOS ANGELES CA 90027 1 10/08/97 00
0430508978 05 12/01/97 0
1506359158 O 11/01/12
0
1656097 074/G01 F 750,000.00 ZZ
180 745,405.81 1
5050 LONE PINE LANE 7.375 6,899.43 75
7.125 6,899.43 1,000,000.00
BLOOMFIELD HILL MI 48302 1 09/09/97 00
0430508986 03 11/01/97 0
1507276293 O 10/01/12
0
1656098 074/G01 F 247,900.00 ZZ
180 246,493.85 1
3450 GREENSPRING 8.250 2,404.98 62
8.000 2,404.98 400,000.00
ROCHESTER HILLS MI 48309 2 09/08/97 00
0430508994 03 11/01/97 0
1507287846 O 10/01/12
0
1656100 074/G01 F 510,000.00 ZZ
180 506,875.95 1
6435 MANOR DRIVE 7.375 4,691.61 38
7.125 4,691.61 1,350,000.00
BURR RIDGE IL 60521 2 09/24/97 00
0430509018 03 11/01/97 0
1507300274 O 10/01/12
0
1656102 074/G01 F 400,000.00 ZZ
120 395,520.73 1
9870 SW 62ND ST 7.625 4,774.21 62
7.375 4,774.21 650,000.00
MIAMI FL 33173 5 10/17/97 00
0430509034 05 11/01/97 0
1507301368 O 10/01/07
0
1656104 074/G01 F 184,800.00 ZZ
180 183,680.27 1
231 SPRINGBROOK COURT 7.500 1,713.12 80
7.250 1,713.12 231,000.00
1
MUNDELEIN IL 60060 5 09/23/97 00
0430509059 05 11/01/97 0
1507302994 O 10/01/12
0
1656105 074/G01 F 62,000.00 ZZ
180 61,648.32 1
1777 CRYSTAL LANE #202 8.250 601.49 60
8.000 601.49 105,000.00
MOUNT PROSPECT IL 60057 5 09/12/97 00
0430509067 08 11/01/97 0
1507304876 O 10/01/12
0
1656106 074/G01 F 400,000.00 ZZ
180 396,431.75 1
2880 BAYTREE CT 7.750 3,765.10 66
7.500 3,765.10 607,000.00
ROCHESTER HILLS MI 48306 2 08/29/97 00
0430509075 05 10/01/97 0
1507305041 O 09/01/12
0
1656107 074/G01 F 300,000.00 ZZ
180 298,182.26 1
1817 ST BONIFACE STREET 7.500 2,781.04 80
7.250 2,781.04 377,000.00
VIENNA VA 22182 2 09/04/97 00
0430509083 03 11/01/97 0
1507309519 O 10/01/12
0
1656108 074/G01 F 343,000.00 ZZ
180 340,966.71 1
7746 BRIDLE PATH LANE 7.750 3,228.58 75
7.500 3,228.58 462,000.00
MCLEAN VA 22102 5 09/15/97 00
0430509091 05 11/01/97 0
1507310960 O 10/01/12
0
1656109 074/G01 F 482,000.00 ZZ
180 294,777.36 1
4472 FORESTVIEW 7.875 4,571.53 80
7.625 4,571.53 602,500.00
WEST BLOOMFIELD MI 48322 1 09/16/97 00
0430509109 03 11/01/97 0
1507313527 O 10/01/12
0
1
1656110 074/G01 F 332,000.00 ZZ
180 330,031.92 1
142 W GREENFIELD AVENUE 7.750 3,125.04 80
7.500 3,125.04 415,000.00
LOMBARD IL 60148 1 09/26/97 00
0430509117 05 11/01/97 0
1507313550 O 10/01/12
0
1656111 074/G01 F 180,000.00 ZZ
180 178,944.63 1
626 NORBORNE 7.875 1,707.21 79
7.625 1,707.21 230,000.00
DEARBORN HEIGHT MI 48127 5 09/25/97 00
0430509125 05 11/01/97 0
1507313913 O 10/01/12
0
1656112 074/G01 F 433,500.00 ZZ
180 428,370.21 1
7721 NORTHDOWN ROAD 7.750 4,080.43 71
7.500 4,080.43 615,000.00
ALEXANDRIA VA 22308 2 09/05/97 00
0430509133 05 11/01/97 0
1507316332 O 10/01/12
0
1656113 074/G01 F 323,000.00 ZZ
180 321,042.90 1
3159 N MILITARY ROAD 7.500 2,994.25 80
7.250 2,994.25 404,000.00
ARLINGTON VA 22207 2 09/11/97 00
0430509141 05 11/01/97 0
1507318553 O 10/01/12
0
1656114 074/G01 F 300,000.00 ZZ
180 298,182.26 1
3008 ERIK LANE 7.500 2,781.04 71
7.250 2,781.04 425,000.00
SHEBOYGAN WI 53083 2 09/23/97 00
0430509158 05 11/01/97 0
1507320602 O 10/01/12
0
1656115 074/G01 F 237,650.00 ZZ
180 236,256.60 1
1
18920 VAN ROAD 7.875 2,254.00 67
7.625 2,254.00 360,000.00
LIVONIA MI 48152 2 09/30/97 00
0430509166 05 11/01/97 0
1507321547 O 10/01/12
0
1656116 074/G01 F 377,600.00 ZZ
180 375,312.07 1
10704 LADY SLIPPER TERRACE 7.500 3,500.40 80
7.250 3,500.40 472,000.00
NORTH BETHESDA MD 20852 2 09/22/97 00
0430509174 03 11/01/97 0
1507321729 O 10/01/12
0
1656117 074/G01 F 253,600.00 ZZ
180 252,842.47 1
7094 HUNTINGTON DRIVE 7.625 2,368.95 80
7.375 2,368.95 317,000.00
SAWYER MI 49125 1 10/10/97 00
0430509182 05 12/01/97 0
1507325548 O 11/01/12
0
1656118 074/G01 F 150,000.00 ZZ
180 149,551.84 1
5804 MADAWAKSA ROAD 7.625 1,401.19 51
7.375 1,401.19 297,000.00
BETHESDA MD 20816 1 10/03/97 00
0430509190 05 12/01/97 0
1507327703 O 11/01/12
0
1656119 074/G01 F 425,000.00 ZZ
180 422,480.63 1
4451 ROLLING PINE DRIVE 7.750 4,000.42 54
7.500 4,000.42 800,000.00
WEST BLOOMFIELD MI 48323 2 09/24/97 00
0430509208 05 11/01/97 0
1507911813 O 10/01/12
0
1656120 074/G01 F 238,500.00 ZZ
180 237,006.94 1
150 WALNUT LANE EXT 7.125 2,160.41 90
6.875 2,160.41 265,000.00
DYERSBURG TN 38024 2 10/15/97 14
0430509216 05 11/01/97 25
1
1511172101 O 10/01/12
0
1656121 074/G01 F 140,000.00 ZZ
180 139,160.93 1
1110 FALCON AVE 7.625 1,307.79 80
7.375 1,307.79 175,000.00
MIAMI SPRINGS FL 33166 5 10/13/97 00
0430518605 05 11/01/97 0
1511174264 O 10/01/12
0
1656123 074/G01 F 50,000.00 ZZ
180 49,722.62 1
71 NORTH AVENUE 8.500 492.37 42
8.250 492.37 121,000.00
FREEPORT FL 32439 2 09/24/97 00
0430509232 05 11/01/97 0
1511178458 O 10/01/12
0
1656124 074/G01 F 280,000.00 ZZ
180 278,051.79 1
3735 TYNEMOORE TRAIL 7.250 2,556.02 74
7.000 2,556.02 383,024.00
ATLANTA GA 30380 1 09/16/97 00
0430509240 03 11/01/97 0
1511181372 O 10/01/12
0
1656125 074/G01 F 186,550.00 ZZ
180 185,456.23 1
1311 97 STREET 7.875 1,769.33 65
7.625 1,769.33 287,000.00
BAY HARBOR ISLA FL 33154 5 10/25/97 00
0430509257 05 11/01/97 0
1511182772 O 10/01/12
0
1656126 074/G01 F 416,500.00 T
180 414,084.73 1
57 SEA LANE 8.000 3,980.29 70
7.750 3,980.29 595,000.00
HILTON HEAD ISL SC 29928 1 09/18/97 00
0430509265 03 11/01/97 0
1511186140 O 10/01/12
0
1
1656127 074/G01 F 248,200.00 ZZ
180 246,679.64 1
125 NORTH STONE CLOSE 7.375 2,283.25 80
7.125 2,283.25 310,300.00
ALPHARETTA GA 30004 1 09/16/97 00
0430509273 03 11/01/97 0
1511190318 O 10/01/12
0
1656128 074/G01 F 215,000.00 ZZ
180 207,629.92 1
17 NORTH BULLMOOSE CIRCLE 7.500 1,993.08 65
7.250 1,993.08 335,000.00
CHANDLER AZ 85224 5 12/23/96 00
0430509281 03 02/01/97 0
1512069120 O 01/01/12
0
1656129 074/G01 F 261,000.00 T
180 258,515.25 1
401 ISLAND DRIVE 7.000 2,345.94 80
6.750 2,345.94 330,000.00
HORSESHOE BAY TX 78657 1 08/20/97 00
0430509299 01 10/01/97 0
1512152788 O 09/01/12
0
1656130 074/G01 F 440,000.00 ZZ
180 436,948.45 1
9484 E ADOBE DR 8.000 4,204.87 68
7.750 4,204.87 650,000.00
SCOTTSDALE AZ 85255 5 10/07/97 00
0430518688 09 11/01/97 0
1512157373 O 10/01/12
0
1656131 074/G01 F 256,000.00 ZZ
180 254,465.74 1
6107 CANTERBURY 7.625 2,391.37 80
7.375 2,391.37 320,000.00
STILLWATER OK 74074 1 09/10/97 00
0430509307 03 11/01/97 0
1512159834 O 10/01/12
0
1656133 074/G01 F 355,000.00 ZZ
180 352,849.02 1
667 GONZALES ROAD 7.500 3,290.89 76
7.250 3,290.89 472,500.00
1
SANTA FE NM 87501 1 09/15/97 00
0430518134 05 11/01/97 0
1512161166 O 10/01/12
0
1656134 074/G01 F 220,800.00 ZZ
180 219,476.69 1
18979 NORTH 94TH WAY 7.625 2,062.56 80
7.375 2,062.56 276,000.00
SCOTTSDALE AZ 85255 5 09/30/97 00
0430509323 03 11/01/97 0
1512173074 O 10/01/12
0
1656135 074/G01 F 450,000.00 ZZ
180 447,243.48 1
10571 EAST CORTEZ DRIVE 7.375 4,139.66 60
7.125 4,139.66 750,000.00
SCOTTSDALE AZ 85259 2 09/26/97 00
0430509331 03 11/01/97 0
1512173187 O 10/01/12
0
1656136 074/G01 F 200,000.00 ZZ
180 198,788.18 1
1112 EAST MONTE CRISTO AVENUE 7.500 1,854.02 80
7.250 1,854.02 250,000.00
PHOENIX AZ 85022 5 09/19/97 00
0430509349 05 11/01/97 0
1512173212 O 10/01/12
0
1656137 074/G01 F 300,000.00 ZZ
180 298,221.62 1
8615 NORTHEAST 121ST PLACE 7.750 2,823.83 80
7.500 2,823.83 375,000.00
KIRKLAND WA 98034 5 09/25/97 00
0430509356 05 11/01/97 0
1513191901 O 10/01/12
0
1656138 074/G01 F 300,000.00 ZZ
180 298,060.10 1
3723 SW BRIDELEMILE LANE 6.750 2,654.73 80
6.500 2,654.73 375,000.00
PORTLAND OR 97221 5 09/23/97 00
0430509364 05 11/01/97 0
1513198864 O 10/01/12
0
1
1656139 074/G01 F 370,150.00 ZZ
180 369,019.78 1
24623 SOUTHEAST 1ST STREET 7.375 3,405.10 80
7.125 3,405.10 462,695.00
REDMOND WA 98053 1 10/03/97 00
0430509372 03 12/01/97 0
1513200354 O 11/01/12
0
1656140 074/G01 F 390,000.00 ZZ
180 388,835.02 1
4145 SPY GLASS LANE 7.625 3,643.11 75
7.375 3,643.11 525,000.00
NIWOT CO 80503 5 10/02/97 00
0430509380 03 12/01/97 0
1513202928 O 11/01/12
0
1656141 074/G01 F 232,000.00 ZZ
180 229,769.89 1
4817 OLD STUMP DRIVE NORTHWEST 7.375 2,134.23 43
7.125 2,134.23 547,000.00
GIG HARBOR WA 98332 5 10/16/97 00
0430509398 03 12/01/97 0
1513206860 O 11/01/12
0
1656142 074/G01 F 251,850.00 ZZ
180 251,072.54 1
900 WESTON LANE NORTH 7.250 2,299.05 55
7.000 2,299.05 465,000.00
AUSTIN TX 78733 2 10/09/97 00
0430509406 03 12/01/97 0
1520011577 O 11/01/12
0
1656143 074/G01 F 433,950.00 ZZ
180 432,565.97 1
16042 FONTAINE AVENUE 6.875 3,870.20 67
6.625 3,870.20 650,000.00
AUSTIN TX 78734 2 10/13/97 00
0430509414 03 12/01/97 0
1520014677 O 11/01/12
0
1656144 074/G01 F 273,000.00 ZZ
180 272,166.42 1
1
5420 PEBBLEBROOK DRIV 7.375 2,511.39 55
7.125 2,511.39 505,000.00
DALLAS TX 75229 2 10/24/97 00
0430509422 05 12/01/97 0
1524013836 O 11/01/12
0
1656146 074/G01 F 317,600.00 ZZ
180 316,619.58 1
2 TROPHY WAY 7.250 2,899.25 67
7.000 2,899.25 475,000.00
SAN ANTONIO TX 78258 2 10/14/97 00
0430518712 09 12/01/97 0
1526010158 O 11/01/12
0
1656147 074/G01 F 225,600.00 ZZ
180 224,895.94 1
5814 AUGUSTA COURT 7.125 2,043.56 80
6.875 2,043.56 282,000.00
HOUSTON TX 77057 2 10/07/97 00
0430509448 09 12/01/97 0
1532012919 O 11/01/12
0
1656148 074/G01 F 318,500.00 ZZ
180 317,527.49 1
316 VINCENT DRIVE 7.375 2,929.96 70
7.125 2,929.96 455,000.00
MOUNTAIN VIEW CA 94041 1 10/02/97 00
0430509455 05 12/01/97 0
1561373251 O 11/01/12
0
1656150 074/G01 F 60,000.00 ZZ
180 59,629.86 1
1725 MARY DRIVE 7.500 556.21 74
7.250 556.21 82,000.00
SLIDELL LA 70458 2 09/26/97 00
0430509471 05 11/01/97 0
1563169915 O 10/01/12
0
1656151 074/G01 F 450,000.00 ZZ
180 447,213.33 1
1307 FERN SHADOW COVE 7.250 4,107.89 72
7.000 4,107.89 626,000.00
SAN ANTONIO TX 78258 2 09/30/97 00
0430509489 03 11/01/97 0
1
1563169981 O 10/01/12
0
1656152 074/G01 F 105,650.00 ZZ
180 105,050.73 1
1409 S FAIRFIELD DRIVE 8.250 1,024.95 75
8.000 1,024.95 140,900.00
STILLWATER OK 74074 1 09/25/97 00
0430509497 05 11/01/97 0
1563171156 O 10/01/12
0
1656153 074/G01 F 289,000.00 ZZ
180 288,117.57 1
#5 MORNINGSIDE COURT 7.375 2,658.58 88
7.125 2,658.58 330,000.00
MANSFIELD TX 76063 2 10/10/97 04
0430509505 05 12/01/97 12
1563173661 O 11/01/12
0
1656154 074/G01 F 48,000.00 ZZ
180 47,858.18 1
26628 167TH PL SE 7.750 451.82 40
7.500 451.82 123,000.00
KENT WA 98042 5 10/27/97 00
0430509513 05 12/01/97 0
1565173367 O 11/01/12
0
1656155 074/G01 F 124,000.00 ZZ
180 123,613.01 1
1309 HAZEL STREET 7.125 1,123.24 80
6.875 1,123.24 155,000.00
OREGON CITY OR 97045 5 10/06/97 00
0430509521 05 12/01/97 0
1565173709 O 11/01/12
0
1656157 074/G01 F 33,600.00 ZZ
180 33,499.63 1
210 WENDAN WAY 7.625 313.87 80
7.375 313.87 42,000.00
WARNER ROBINS GA 31093 5 10/02/97 00
0430518142 05 12/01/97 0
1566110136 O 11/01/12
0
1
1656158 074/G01 F 400,800.00 ZZ
180 399,576.19 1
4201 SANDY LAKE DRIVE 7.375 3,687.06 80
7.125 3,687.06 501,000.00
LITHONIA GA 30038 5 10/07/97 00
0430509547 05 12/01/97 0
1566110748 O 11/01/12
0
1656160 074/G01 F 536,000.00 ZZ
180 534,345.38 1
3887 STREAMSIDE DRIVE 7.250 4,892.95 80
7.000 4,892.95 670,000.00
MARIETTA GA 30067 5 10/14/97 00
0430509562 03 12/01/97 0
1566110920 O 11/01/12
0
1656161 074/G01 F 149,600.00 ZZ
180 149,122.86 1
3229 LINDA'S CIRCLE 6.875 1,334.22 80
6.625 1,334.22 187,000.00
CONYERS GA 30013 5 10/17/97 00
0430509570 05 12/01/97 0
1566111434 O 11/01/12
0
1656162 074/G01 F 65,000.00 ZZ
180 64,803.69 1
1085 DELEON DRIVE 7.500 602.56 65
7.250 602.56 100,000.00
CLARKSTON GA 30021 5 10/31/97 00
0430518761 05 12/01/97 0
1566113972 O 11/01/12
0
1656163 074/G01 F 269,000.00 ZZ
180 267,909.27 1
4875 CAMINITO EXQUISITO 7.625 2,512.81 80
7.375 2,512.81 337,000.00
SAN DIEGO CA 92130 5 10/02/97 00
0430509588 03 12/01/97 0
1567206999 O 11/01/12
0
1656164 074/G01 F 160,000.00 ZZ
180 159,051.51 1
10836 NORTH 66TH STREET 7.750 1,506.05 80
7.500 1,506.05 200,000.00
1
SCOTTSDALE AZ 85254 5 09/24/97 00
0430509596 05 11/01/97 0
1569180808 O 10/01/12
0
1656165 074/G01 F 117,200.00 ZZ
180 116,482.06 1
425 SOUTH ABILENE DR 7.375 1,078.16 80
7.125 1,078.16 146,500.00
GILBERT AZ 85233 5 09/23/97 00
0430509604 03 11/01/97 0
1569181980 O 10/01/12
0
1656166 074/G01 F 135,500.00 T
180 131,573.30 1
7525 EAST RANCH ROAD #146 7.750 1,275.43 40
7.500 1,275.43 345,000.00
SCOTTSDALE AZ 85258 2 10/09/97 00
0430509612 03 12/01/97 0
1569182042 O 11/01/12
0
1656167 074/G01 F 288,000.00 T
180 286,254.96 1
7740 E GAINEY RANCH ROAD #43 7.500 2,669.80 80
7.250 2,669.80 360,000.00
SCOTTSDALE AZ 85258 1 09/30/97 00
0430509620 09 11/01/97 0
1569182756 O 10/01/12
0
1656168 074/G01 F 430,000.00 ZZ
180 428,729.59 1
341 SONNY ROAD 7.750 4,047.49 72
7.500 4,047.49 600,000.00
CLAYTON NC 27520 5 09/29/97 00
0430509638 05 12/01/97 0
1577090358 O 11/01/12
0
1656169 074/G01 F 64,800.00 ZZ
180 64,209.20 1
7021 ARDEN ROAD 7.500 600.71 80
7.250 600.71 81,000.00
THOMASVILLE NC 27360 5 08/22/97 00
0430509646 05 10/01/97 0
1577092659 O 09/01/12
0
1
1656170 074/G01 F 45,000.00 ZZ
180 44,724.88 1
353 OAKWOOD DRIVE 7.875 426.81 31
7.625 426.81 148,000.00
SEVIERVILLE TN 37862 2 09/22/97 00
0430509653 05 11/01/97 0
1577093560 O 10/01/12
0
1656171 074/G01 F 160,000.00 ZZ
180 159,016.53 1
102 WISELY WAY 7.375 1,471.88 80
7.125 1,471.88 200,000.00
OOLTEWAH TN 37363 5 09/25/97 00
0430509661 09 11/01/97 0
1577094905 O 10/01/12
0
1656172 074/G01 F 48,000.00 ZZ
180 47,721.64 1
139 DARBY PLACE 8.000 458.72 80
7.750 458.72 60,000.00
TAYLORS SC 29687 5 09/25/97 00
0430509679 05 11/01/97 0
1577096944 O 10/01/12
0
1656173 074/G01 F 63,000.00 ZZ
180 62,813.86 1
7614 RIVERVIEW KNOLL COURT UNI 7.750 593.01 51
7.500 593.01 125,000.00
CLEMMONS NC 27012 2 10/14/97 00
0430509687 09 12/01/97 0
1577101330 O 11/01/12
0
1656174 074/G01 F 280,000.00 ZZ
180 279,135.65 1
115 DEERFIELD 7.250 2,556.02 66
7.000 2,556.02 425,000.00
OAK RIDGE TN 37830 5 10/16/97 00
0430509695 05 12/01/97 0
1577101771 O 11/01/12
0
1656175 074/G01 F 50,000.00 ZZ
180 49,799.88 1
1
1439 HEATHER DRIVE 7.500 463.51 49
7.250 463.51 103,000.00
MOUNT PLEASANT SC 29464 2 10/17/97 00
0430509703 05 12/01/97 0
1577102479 O 11/01/12
0
1656176 074/G01 F 300,000.00 ZZ
180 299,093.96 1
2614 BAYONNE STREET 7.500 2,781.04 30
7.250 2,781.04 1,025,000.00
SULLIVAN'S ISLA SC 29482 5 10/16/97 00
0430518209 05 12/01/97 0
1577102683 O 11/01/12
0
1656177 074/G01 F 230,000.00 ZZ
180 229,305.37 1
1908 SHARON LANE 7.500 2,132.13 55
7.250 2,132.13 425,000.00
CHARLOTTE NC 28211 5 10/23/97 00
0430509711 05 12/01/97 0
1577103799 O 11/01/12
0
1656178 074/G01 F 340,000.00 ZZ
180 338,984.37 1
2608 LOWER LANDO LN 7.625 3,176.05 80
7.375 3,176.05 425,000.00
PARK CITY UT 84098 2 10/02/97 00
0430509729 05 12/01/97 0
1579060358 O 11/01/12
0
1656179 074/G01 F 592,000.00 ZZ
180 590,212.08 1
325 COTTONWOOD ROAD 7.500 5,487.92 80
7.250 5,487.92 740,000.00
EAGLE-VAIL CO 81620 5 10/01/97 00
0430509737 05 12/01/97 0
1579060686 O 11/01/12
0
1656180 074/G01 F 108,800.00 ZZ
180 108,474.99 1
371 CEDAR AVE 7.625 1,016.34 80
7.375 1,016.34 136,000.00
BRIGHTON CO 80601 5 10/10/97 00
0430509745 05 12/01/97 0
1
1579062863 O 11/01/12
0
1656181 074/G01 F 363,000.00 ZZ
180 361,927.54 1
5846 ROYALTON DR 7.750 3,416.84 64
7.500 3,416.84 570,000.00
SALT LAKE CITY UT 84107 2 10/20/97 00
0430509752 05 12/01/97 0
1579063006 O 11/01/12
0
1656182 074/G01 F 236,000.00 ZZ
180 235,287.25 1
1002 ASPEN DR 7.500 2,187.75 80
7.250 2,187.75 295,000.00
EVERGREEN CO 80439 5 10/27/97 00
0430509760 05 12/01/97 0
1579063469 O 11/01/12
0
1656183 074/G01 F 116,250.00 ZZ
180 115,910.31 1
20 AMANDA COURT 7.875 1,102.58 75
7.625 1,102.58 155,000.00
CRANSTON RI 02920 2 10/14/97 00
0430509778 05 12/01/97 0
1580063047 O 11/01/12
0
1656184 074/G01 F 226,000.00 ZZ
180 224,630.63 1
6480 MUSQUASH TRAIL 7.500 2,095.05 55
7.250 2,095.05 412,000.00
CLARKSTON MI 48348 5 09/26/97 00
0430509786 05 11/01/97 0
1581116535 O 10/01/12
0
1656185 074/G01 F 78,400.00 ZZ
180 77,924.96 1
313 MCKENZIE DRIVE 7.500 726.78 80
7.250 726.78 98,000.00
PITTSBURGH PA 15235 5 09/29/97 00
0430509794 05 11/01/97 0
1581122265 O 10/01/12
0
1
1656186 074/G01 F 106,800.00 ZZ
180 106,477.45 1
35451 ELM 7.500 990.05 80
7.250 990.05 135,000.00
WAYNE MI 48184 2 10/08/97 00
0430509802 05 12/01/97 0
1581125718 O 11/01/12
0
1656187 074/G01 F 266,850.00 ZZ
180 266,052.88 1
703 WILDWOOD 7.625 2,492.73 71
7.375 2,492.73 381,000.00
SCIO TWP MI 48103 5 10/01/97 00
0430509810 05 12/01/97 0
1581126721 O 11/01/12
0
1656188 074/G01 F 80,000.00 ZZ
180 79,763.64 1
1152 WEST 6TH STREET 7.750 753.03 77
7.500 753.03 105,000.00
LORAIN OH 44052 2 10/03/97 00
0430509828 05 12/01/97 0
1581128341 O 11/01/12
0
1656190 074/G01 F 115,500.00 ZZ
180 115,147.32 1
13998 AQUILLA ROAD 7.375 1,062.52 79
7.125 1,062.52 146,500.00
BURTON OH 44021 5 10/14/97 00
0430509844 05 12/01/97 0
1581130977 O 11/01/12
0
1656191 074/G01 F 172,000.00 ZZ
180 171,486.21 1
3305 GILSAM COURT 7.625 1,606.71 60
7.375 1,606.71 290,000.00
ROCHESTER HILLS MI 48309 2 10/13/97 00
0430509851 05 12/01/97 0
1581131459 O 11/01/12
0
1656192 074/G01 F 127,500.00 ZZ
180 126,999.93 1
7330 NORMAN 7.500 1,181.95 80
7.250 1,181.95 160,000.00
1
JEDDO MI 48032 5 10/14/97 00
0430509869 05 12/01/97 0
1581133090 O 11/01/12
0
1656193 074/G01 F 89,200.00 ZZ
180 88,924.64 1
93 LINCOLN BOULDEVARD 7.250 814.28 77
7.000 814.28 116,000.00
PAINESVILLE OH 44077 5 10/10/97 00
0430509877 05 12/01/97 0
1581133239 O 11/01/12
0
1656195 074/G01 F 198,750.00 ZZ
180 198,162.80 1
9444 MAIN 7.750 1,870.79 75
7.500 1,870.79 265,000.00
WHITMORE LAKE MI 48189 2 10/14/97 00
0430518225 05 12/01/97 0
1581136430 O 11/01/12
0
1656196 074/G01 F 300,000.00 ZZ
180 298,121.94 1
2076 WOODLAWN ROAD 7.125 2,717.50 58
6.875 2,717.50 519,000.00
NORTHBROOK IL 60062 1 10/01/97 00
0430509885 05 11/01/97 0
1583065140 O 10/01/12
0
1656197 074/G01 F 368,000.00 ZZ
180 366,761.67 1
200 EAGLE DRIVE 7.375 3,385.32 54
7.125 3,385.32 690,000.00
LAKE OZARK MO 65049 2 10/10/97 00
0430509893 03 12/01/97 0
1583068207 O 11/01/12
0
1656198 074/G01 F 262,500.00 ZZ
180 261,715.87 1
167 GLEAHEAVEN ROAD 7.625 2,452.10 75
7.375 2,452.10 350,000.00
WAYZATA MN 55391 2 10/08/97 00
0430518159 05 12/01/97 0
1583068455 O 11/01/12
0
1
1656199 074/G01 F 284,000.00 ZZ
180 283,132.83 1
2021 FIRETHORN DRIVE 7.375 2,612.59 75
7.125 2,612.59 379,000.00
SAINT LOUIS MO 63131 5 10/20/97 00
0430509901 05 12/01/97 0
1583072940 O 11/01/12
0
1656200 074/G01 F 60,000.00 ZZ
180 59,818.79 1
220 MULBERRY STREET 7.500 556.21 80
7.250 556.21 75,100.00
ROANOKE VA 24001 5 10/10/97 00
0430509919 05 12/01/97 0
1587078790 O 11/01/12
0
1656201 074/G01 F 318,650.00 ZZ
180 317,698.15 1
23465 SALLY MILL ROAD 7.625 2,976.61 72
7.375 2,976.61 445,000.00
MIDDLEBURG VA 22117 5 10/20/97 00
0430509927 05 12/01/97 0
1587084103 O 11/01/12
0
1656202 074/G01 F 236,000.00 ZZ
180 235,295.03 1
1001 KENSINGTON LANE 7.625 2,204.55 80
7.375 2,204.55 295,000.00
WILMINGTON DE 19807 1 10/24/97 00
0430509935 05 12/01/97 0
1587085354 O 11/01/12
0
1656203 074/G01 F 236,000.00 ZZ
180 235,287.25 1
7805 MARYKNOLL AVENUE 7.500 2,187.75 62
7.250 2,187.75 384,000.00
BETHESDA MD 20817 2 10/09/97 00
0430509943 05 12/01/97 0
1587086084 O 11/01/12
0
1656204 074/G01 F 257,600.00 ZZ
180 256,813.44 1
1
15420 MARTINS HUNDRED DRIVE 7.375 2,369.73 80
7.125 2,369.73 322,000.00
CENTREVILLE VA 22020 2 10/07/97 00
0430509950 03 12/01/97 0
1587086299 O 11/01/12
0
1656205 074/G01 F 611,250.00 ZZ
180 609,463.93 1
2661 RIVIERA MANOR 7.875 5,797.40 75
7.625 5,797.40 815,000.00
FORT LAUDERDALE FL 33332 1 10/17/97 00
0430509968 05 12/01/97 0
1589133120 O 11/01/12
0
1656206 074/G01 F 278,000.00 ZZ
180 277,141.82 1
13020 SW 2ND ST 7.250 2,537.76 77
7.000 2,537.76 363,000.00
MIAMI FL 33184 5 10/08/97 00
0430509976 05 12/01/97 0
1589136650 O 11/01/12
0
1656207 074/G01 F 37,000.00 ZZ
180 36,589.43 1
17230 TERRAVERDE CIR #2 8.250 358.96 65
8.000 358.96 57,500.00
FORT MYERS FL 33908 1 10/02/97 00
0430509984 01 11/01/97 0
1589137460 O 10/01/12
0
1656208 074/G01 F 107,000.00 ZZ
180 106,676.84 1
13221 NW 9 TERR 7.500 991.91 69
7.250 991.91 157,000.00
MIAMI FL 33182 1 10/24/97 00
0430509992 05 12/01/97 0
1589138688 O 11/01/12
0
1656209 074/G01 F 100,000.00 ZZ
180 99,704.55 1
2159 NW 127 AVE 7.750 941.28 39
7.500 941.28 262,400.00
PEMBROKE PINES FL 33028 1 10/31/97 00
0430510008 03 12/01/97 0
1
1589142867 O 11/01/12
0
1656210 074/G01 F 47,650.00 ZZ
180 47,502.91 1
710 19TH STREET 7.250 434.98 80
7.000 434.98 60,000.00
PHENIX CITY AL 36867 5 10/06/97 00
0430510016 05 12/01/97 0
1590056365 O 11/01/12
0
1656211 074/G01 F 164,700.00 ZZ
180 164,186.00 1
99 TIMBERLAKE LANE 7.125 1,491.91 80
6.875 1,491.91 206,000.00
ORMOND BEACH FL 32174 5 09/30/97 00
0430510024 05 12/01/97 0
1590056503 O 11/01/12
0
1656212 074/G01 F 242,000.00 ZZ
180 241,277.11 1
144 WINDWARD WAY 7.625 2,260.60 68
7.375 2,260.60 360,000.00
INDIAN HARBOUR FL 32937 2 10/23/97 00
0430510032 03 12/01/97 0
1590058542 O 11/01/12
0
1656213 074/G01 F 336,000.00 ZZ
180 333,896.57 1
18102 FERNANDO CIRCLE 7.125 3,043.60 80
6.875 3,043.60 420,000.00
VILLA PARK CA 92861 2 09/22/97 00
0430510040 05 11/01/97 0
1595056329 O 10/01/12
0
1656214 074/G01 F 500,000.00 ZZ
180 498,489.93 1
1207 GOLDENROD AVENUE 7.500 4,635.07 59
7.250 4,635.07 850,000.00
NEWPORT BEACH CA 92625 2 10/13/97 00
0430510057 03 12/01/97 0
1595058288 O 11/01/12
0
1
1656215 074/G01 F 267,150.00 ZZ
180 266,334.28 1
10930 TANTLINGER DRIVE 7.375 2,457.58 80
7.125 2,457.58 333,990.00
TUSTIN CA 92782 1 10/14/97 00
0430510065 03 12/01/97 0
1595058540 O 11/01/12
0
1656216 074/G01 F 650,000.00 ZZ
180 647,949.28 1
5615 GREY FEATHER COURT 7.000 5,842.39 64
6.750 5,842.39 1,031,000.00
WESTLAKE VILLAG CA 91362 2 10/06/97 00
0430510073 03 12/01/97 0
1596043560 O 11/01/12
0
1656218 074/G01 F 59,250.00 ZZ
180 58,894.88 1
4520 NATICK AVENUE #309 7.625 553.48 75
7.375 553.48 79,000.00
SHERMAN OAKS CA 91403 1 09/26/97 00
0430510081 01 11/01/97 0
1596046513 O 10/01/12
0
1656219 074/G01 F 249,600.00 ZZ
180 248,837.87 1
2594 RIDGEBROOK PLACE 7.375 2,296.13 80
7.125 2,296.13 312,000.00
THOUSAND OAKS CA 91362 1 10/20/97 00
0430510099 03 12/01/97 0
1596049646 O 11/01/12
0
1656220 074/G01 F 85,000.00 ZZ
180 84,743.29 1
40600 FOREST VIEW RD 7.500 787.96 48
7.250 787.96 180,000.00
WADSWORTH IL 60083 5 10/27/97 00
0430510107 05 12/01/97 0
1606085350 O 11/01/12
0
1656221 074/G01 F 430,000.00 ZZ
180 428,687.04 1
1712 BRIGHTON COURT 7.375 3,955.67 79
7.125 3,955.67 550,000.00
1
CHAMPAIGN IL 61821 2 10/24/97 00
0430510115 05 12/01/97 0
1617017420 O 11/01/12
0
1656222 074/G01 F 225,500.00 ZZ
180 224,826.40 1
18001 FLAMINGO DRIVE 7.625 2,106.46 80
7.375 2,106.46 285,000.00
TINLEY PARK IL 60477 2 10/10/97 00
0430510123 05 12/01/97 0
1621158652 O 11/01/12
0
1656224 074/G01 F 285,000.00 ZZ
180 284,139.26 1
146 LONGFELLOW DRIVE 7.500 2,641.99 78
7.250 2,641.99 370,000.00
MILLERSVILLE MD 21108 5 10/27/97 00
0430510149 03 12/01/97 0
1751106026 O 11/01/12
0
1656225 074/G01 F 637,500.00 ZZ
180 635,595.70 1
11100 SWEETWOOD LANE 7.625 5,955.08 75
7.375 5,955.08 850,000.00
OAKTON VA 22124 2 10/24/97 00
0430510156 05 12/01/97 0
1761115770 O 11/01/12
0
1656226 074/G01 F 282,000.00 ZZ
180 281,138.94 1
3109 OLIN DRIVE 7.375 2,594.18 72
7.125 2,594.18 392,000.00
FALLS CHURCH VA 22044 2 10/27/97 00
0430510164 05 12/01/97 0
1761118214 O 11/01/12
0
1656227 074/G01 F 882,000.00 ZZ
180 879,306.90 1
11 CROWN WAY 7.375 8,113.72 75
7.125 8,113.72 1,176,000.00
MARBLEHEAD MA 01945 1 10/16/97 00
0430510172 05 12/01/97 0
1810002972 O 11/01/12
0
1
1656228 074/G01 F 150,400.00 ZZ
180 149,930.63 1
207 FERN FOREST DRIVE 7.125 1,362.37 80
6.875 1,362.37 188,000.00
RALEIGH NC 27603 5 10/07/97 00
0430510180 05 12/01/97 0
1841116761 O 11/01/12
0
1656237 286/286 F 364,000.00 ZZ
180 362,864.02 1
4404 TURTLE BAY 7.125 3,297.23 70
6.875 3,297.23 520,000.00
SPRINGFIELD IL 62707 2 10/27/97 00
0950684 05 12/01/97 0
0950684 O 11/01/12
0
1656238 286/286 F 400,000.00 ZZ
180 398,778.63 1
2634 HYDE MANOR DR NW 7.375 3,679.70 64
7.125 3,679.70 630,000.00
ATLANTA GA 30327 1 11/03/97 00
8367731 05 12/01/97 0
8367731 O 11/01/12
0
1656265 450/450 F 268,000.00 ZZ
180 267,190.61 1
12945 ROSE COURT 7.500 2,484.39 80
7.250 2,484.39 335,000.00
WATSONVILLE CA 95076 1 10/21/97 00
4321329 05 12/01/97 0
4321329 O 11/01/12
0
1656290 356/G01 F 240,000.00 ZZ
180 239,283.08 1
2792 ALICE COURT 7.625 2,241.92 78
7.375 2,241.92 310,000.00
FREMONT CA 94539 2 10/17/97 00
0430489765 05 12/01/97 0
2436368 O 11/01/12
0
1656315 E22/G01 F 200,000.00 ZZ
180 199,415.60 1
1
3012 VIA BUENA 7.875 1,896.90 34
7.625 1,896.90 590,000.00
PALOS VERDES ES CA 90274 5 10/24/97 00
0410557649 05 12/01/97 0
410557649 O 11/01/12
0
1656470 638/G01 F 413,000.00 ZZ
180 411,793.21 1
4408 BRAEBURN ROAD 7.875 3,917.10 77
7.625 3,917.10 540,000.00
SAN DIEGO CA 92116 2 10/24/97 00
0430488338 05 12/01/97 0
08676946 O 11/01/12
0
1656520 225/225 F 203,000.00 ZZ
180 202,373.34 1
1230 27TH AVENUE 7.250 1,853.12 70
7.000 1,853.12 290,000.00
SAN FRANCISCO CA 94122 2 10/25/97 00
0066382 05 12/01/97 0
0066382 O 11/01/12
0
1657317 975/G01 F 56,000.00 ZZ
180 56,000.00 1
11835 BENFIELD AVENUE 7.500 519.13 38
7.250 519.13 151,000.00
NORWALK CA 90650 2 11/04/97 00
0430491399 05 01/01/98 0
972309 O 12/01/12
0
1657422 074/074 F 600,000.00 ZZ
180 598,127.51 1
5 HUNTER RIDGE 7.125 5,434.99 66
6.875 5,434.99 920,000.00
WOODCLIFF LAKE NJ 07675 5 10/27/97 00
1101199782 05 12/01/97 0
1101199782 O 11/01/12
0
1657423 074/074 F 80,000.00 T
180 79,766.24 1
HC 74 BOX 37E 7.875 758.76 50
7.625 758.76 161,000.00
ANDES NY 13731 5 10/31/97 00
1106083683 05 12/01/97 0
1
1106083683 O 11/01/12
0
1657424 074/074 F 400,000.00 ZZ
180 398,696.35 1
42 COGNEWAUGH ROAD 6.625 3,511.98 80
6.375 3,511.98 500,000.00
COS COB CT 06807 1 10/29/97 00
1106086761 05 12/01/97 0
1106086761 O 11/01/12
0
1657425 074/074 F 300,000.00 ZZ
180 299,053.51 1
33 NORTH HILLSIDE AVENUE 7.000 2,696.49 80
6.750 2,696.49 375,000.00
LIVINGSTON NJ 07039 1 10/31/97 00
1106090736 05 12/01/97 0
1106090736 O 11/01/12
0
1657426 074/074 F 21,000.00 ZZ
180 20,942.60 1
2160 BRONX PARK EAST 5B 8.625 208.34 70
8.375 208.34 30,000.00
BRONX NY 10462 1 10/28/97 00
1111125261 11 12/01/97 0
1111125261 O 11/01/12
0
1657428 074/074 F 25,000.00 ZZ
180 24,930.12 1
261-03 LANGSTON AVENUE 8.375 244.36 56
APT. 122-A8-2 8.125 244.36 45,000.00
GLEN OAKS NY 11004 1 10/30/97 00
1111131912 11 12/01/97 0
1111131912 O 11/01/12
0
1657429 074/074 F 125,000.00 ZZ
180 124,646.70 1
230 WEST END AVE APT 8.250 1,212.68 60
1BC 8.000 1,212.68 210,000.00
NEW YORK NY 10023 5 10/21/97 00
1111133077 11 12/01/97 0
1111133077 O 11/01/12
0
1
1657431 074/074 F 450,000.00 ZZ
180 448,625.96 1
1 BOUTON ROAD 7.375 4,139.66 52
7.125 4,139.66 875,000.00
LLOYD HARBOR NY 11743 1 10/29/97 00
1111134987 05 12/01/97 0
1111134987 O 11/01/12
0
1657432 074/074 F 340,000.00 ZZ
180 338,961.84 1
360 STATION AVE 7.375 3,127.74 72
7.125 3,127.74 475,000.00
HADDONFIELD NJ 08033 2 10/23/97 00
1161229702 05 12/01/97 0
1161229702 O 11/01/12
0
1657433 074/074 F 266,000.00 T
180 265,160.79 1
5307 S LONG BEACH BLVD. 7.000 2,390.88 73
6.750 2,390.88 366,000.00
HOLGATE NJ 08008 1 10/30/97 00
1175048411 05 12/01/97 0
1175048411 O 11/01/12
0
1657434 074/074 F 367,500.00 ZZ
180 355,868.86 1
19 POSSUM TRAIL 8.000 3,512.02 75
7.750 3,512.02 490,000.00
UPPER SADDLE RI NJ 07458 1 09/29/97 00
1500383717 05 11/01/97 0
1500383717 O 10/01/12
0
1657435 074/074 F 416,000.00 ZZ
180 414,455.93 1
17 LOUIS DRIVE 7.000 3,739.13 76
6.750 3,739.13 550,000.00
MELVILLE NY 11747 2 10/07/97 00
1500393415 05 12/01/97 0
1500393415 O 11/01/12
0
1657436 074/074 F 650,000.00 ZZ
180 647,993.47 1
5 TOBOGGAN HILL PATH 7.250 5,933.61 67
7.000 5,933.61 981,000.00
1
COLD SPRING HAR NY 11724 1 10/06/97 00
1500393437 05 12/01/97 0
1500393437 O 11/01/12
0
1657469 074/G01 F 327,500.00 ZZ
180 326,489.02 1
23288 SW NEWLAND RD 7.250 2,989.63 62
7.000 2,989.63 535,000.00
WILSONVILLE OR 97070 2 10/27/97 00
0430507897 05 12/01/97 0
1113060145 O 11/01/12
0
1657470 074/G01 F 292,000.00 ZZ
180 291,098.61 1
17800 MARBLE HILL PLACE 7.250 2,665.56 80
7.000 2,665.56 365,000.00
GERMANTOWN MD 20874 2 10/24/97 00
0430507913 05 12/01/97 0
1113063686 O 11/01/12
0
1657471 074/G01 F 420,800.00 ZZ
180 419,501.00 1
12380 FAIRBANKS DRIVE 7.250 3,841.33 75
7.000 3,841.33 561,825.00
TUSTIN CA 92782 1 10/31/97 00
0430507939 05 12/01/97 0
1114017822 O 11/01/12
0
1657472 074/G01 F 320,000.00 ZZ
180 318,979.40 1
8886 SAGE VALLEY ROAD 6.875 2,853.93 63
6.625 2,853.93 515,000.00
LONGMONT CO 80503 5 10/24/97 00
0430507947 03 12/01/97 0
1114026051 O 11/01/12
0
1657473 074/G01 F 140,800.00 ZZ
180 140,355.78 1
1830 BRADBURY RD 7.000 1,265.55 80
6.750 1,265.55 176,000.00
ADAMS TN 37010 5 10/27/97 00
0430507954 05 12/01/97 0
1114026619 O 11/01/12
0
1
1657474 074/G01 F 305,000.00 ZZ
180 304,027.24 1
724 OLD GULPH RD 6.875 2,720.16 80
6.625 2,720.16 385,000.00
BRYN MAWR PA 19010 1 10/31/97 00
0430508143 05 12/01/97 0
1171170402 O 11/01/12
0
1657476 074/G01 F 302,000.00 ZZ
180 301,067.73 1
9229 S KENNETH PL 7.250 2,756.85 75
7.000 2,756.85 405,000.00
TEMPE AZ 85284 5 10/21/97 00
0430508150 03 12/01/97 0
1200004835 O 11/01/12
0
1657477 074/G01 F 404,000.00 ZZ
180 402,766.43 1
122 OCEAN PARK BLVD 512 7.375 3,716.49 80
7.125 3,716.49 505,000.00
SANTA MONICA CA 90405 5 10/23/97 00
0430508168 08 12/01/97 0
1230011283 O 11/01/12
0
1657478 074/G01 F 375,000.00 ZZ
180 373,854.98 1
29455 CAMBRIDGE COURT 7.375 3,449.71 48
7.125 3,449.71 796,500.00
AGOURA HILLS CA 91301 1 10/15/97 00
0430508176 03 12/01/97 0
1230012344 O 11/01/12
0
1657479 074/G01 F 613,600.00 ZZ
180 611,664.12 1
2804 VIA PACHECO 7.000 5,515.21 80
6.750 5,515.21 767,000.00
PALOS VERDES ES CA 90274 1 10/17/97 00
0430518266 05 12/01/97 0
1233016818 O 11/01/12
0
1657480 074/G01 F 393,000.00 ZZ
180 391,773.52 1
1
50 DRAKES BAY DRIVE 7.125 3,559.92 57
6.875 3,559.92 694,000.00
NEWPORT BEACH CA 92625 2 10/14/97 00
0430508184 03 12/01/97 0
1233017978 O 11/01/12
0
1657482 074/G01 F 280,000.00 T
180 279,106.98 1
50145 GRAND TRAVERSE AVENUE 6.875 2,497.19 79
6.625 2,497.19 355,000.00
LA QUINTA CA 92253 2 10/21/97 00
0430508200 03 12/01/97 0
1237003374 O 11/01/12
0
1657483 074/G01 F 320,000.00 ZZ
180 319,012.17 1
5845 CAMINITO EMPRESA 7.250 2,921.16 80
7.000 2,921.16 400,000.00
LA JOLLA CA 92037 2 10/22/97 00
0430508218 01 12/01/97 0
1243009069 O 11/01/12
0
1657485 074/G01 F 260,000.00 ZZ
180 259,197.39 1
900 NW 6TH TERRACE 7.250 2,373.44 57
7.000 2,373.44 460,000.00
BOCA RATON FL 33486 2 10/17/97 00
0430508226 05 12/01/97 0
1301131512 O 11/01/12
0
1657486 074/G01 F 288,000.00 ZZ
180 287,101.21 1
8605 SW 74 TERRACE 7.125 2,608.79 80
6.875 2,608.79 360,000.00
MIAMI FL 33143 1 10/31/97 00
0430516716 05 12/01/97 0
1311303716 O 11/01/12
0
1657487 074/G01 F 625,000.00 ZZ
180 623,070.65 1
9365 GALLARDO ST 7.250 5,705.39 69
7.000 5,705.39 910,000.00
CORAL GABLES FL 33156 2 10/31/97 00
0430516724 05 12/01/97 0
1
1311305256 O 11/01/12
0
1657488 074/G01 F 230,000.00 ZZ
180 229,282.22 1
2415 VALLEY BROOK RD 7.125 2,083.41 42
6.875 2,083.41 551,000.00
NASHVILLE TN 37215 2 10/27/97 00
0430508234 09 12/01/97 0
1341032946 O 11/01/12
0
1657489 074/G01 F 297,000.00 ZZ
180 296,083.18 1
99 STANISLAUS AVENUE 7.250 2,711.20 90
7.000 2,711.20 330,000.00
VENTURA CA 93004 2 10/17/97 21
0430508242 05 12/01/97 25
1482016750 O 11/01/12
0
1657490 074/G01 F 356,650.00 ZZ
180 354,441.41 1
19740 FALCON CREST WAY 7.250 3,255.73 70
(NORTHRIDGE AREA) 7.000 3,255.73 509,500.00
LOS ANGELES CA 91326 1 09/15/97 00
0430508259 05 11/01/97 0
1506311220 O 10/01/12
0
1657491 074/G01 F 233,600.00 ZZ
180 232,878.88 1
5019 NEW TRIER AVENUE 7.250 2,132.45 80
7.000 2,132.45 292,000.00
SAN JOSE CA 95136 2 10/01/97 00
0430508267 05 12/01/97 0
1506345710 O 11/01/12
0
1657492 074/G01 F 300,000.00 ZZ
180 299,073.91 1
51 SOUTH LAVASIDE ROAD 7.250 2,738.59 72
7.000 2,738.59 418,000.00
BLACKFOOT ID 83221 5 09/30/97 00
0430508275 05 12/01/97 0
1506348413 O 11/01/12
0
1
1657493 074/G01 F 326,400.00 ZZ
180 324,465.11 1
2810 ROSS LANE 7.750 3,072.33 80
7.500 3,072.33 408,000.00
ESCONDIDO CA 92025 5 09/19/97 00
0430508283 05 11/01/97 0
1506352964 O 10/01/12
0
1657494 074/G01 F 292,500.00 ZZ
180 291,587.16 1
15870 ROYAL HAVEN PLACE 7.125 2,649.56 75
6.875 2,649.56 390,000.00
SHERMAN OAKS AR CA 91403 1 10/14/97 00
0430508291 05 12/01/97 0
1506369504 O 11/01/12
0
1657495 074/G01 F 100,000.00 ZZ
180 99,420.11 1
915 BRANDON RIDGE DR 8.000 955.65 50
7.750 955.65 200,000.00
ROSWELL GA 30075 1 09/30/97 00
0430508309 05 11/01/97 0
1507317415 O 10/01/12
0
1657497 074/G01 F 463,000.00 ZZ
180 460,285.36 1
21 BALMORAL 7.875 4,391.32 72
7.625 4,391.32 650,000.00
HILTON HEAD ISL SC 29926 2 10/09/97 00
0430508325 03 11/01/97 0
1511187620 O 10/01/12
0
1657498 074/G01 F 268,000.00 ZZ
180 266,285.60 1
90 EDGEWATER DR #914 &912 6.875 2,390.17 80
6.625 2,390.17 335,000.00
CORAL GABLES FL 33133 2 09/25/97 00
0430508333 06 11/01/97 0
1512168303 O 10/01/12
0
1657499 074/G01 F 556,000.00 ZZ
180 554,264.83 1
15911 SOUTHEAST 62ND STREET 7.125 5,036.42 80
6.875 5,036.42 695,000.00
1
BELLVUE WA 98006 5 10/01/97 00
0430508341 03 12/01/97 0
1513194193 O 11/01/12
0
1657502 074/G01 F 304,000.00 ZZ
180 303,061.57 1
14805 WINNWOOD ROAD 7.250 2,775.10 49
7.000 2,775.10 625,000.00
ADDISON TX 75240 2 10/27/97 00
0430508374 05 12/01/97 0
1524013905 O 11/01/12
0
1657503 074/G01 F 874,000.00 ZZ
180 871,272.42 1
3811 WINDING CREEK ROAD 7.125 7,916.96 63
6.875 7,916.96 1,400,000.00
SACRAMENTO CA 95864 2 10/22/97 00
0430508382 05 12/01/97 0
1550010176 O 11/01/12
0
1657504 074/G01 F 270,400.00 ZZ
180 266,175.65 1
5720 CLARENDON DRIVE 7.250 2,468.39 80
7.000 2,468.39 338,000.00
PLANO TX 75093 1 10/28/97 00
0430508390 03 12/01/97 0
1563174766 O 11/01/12
0
1657506 074/G01 F 340,000.00 ZZ
180 338,938.92 1
5693 178TH AVE SE 7.125 3,079.83 80
6.875 3,079.83 430,000.00
BELLEVUE WA 98006 2 10/20/97 00
0430508416 03 12/01/97 0
1565173389 O 11/01/12
0
1657507 074/G01 F 248,000.00 ZZ
180 247,217.57 1
18903 NE 21ST ST 7.000 2,229.10 80
6.750 2,229.10 310,000.00
VANCOUVER WA 98684 5 10/22/97 00
0430508424 05 12/01/97 0
1565174009 O 11/01/12
0
1
1657508 074/G01 F 172,000.00 ZZ
180 171,469.03 1
12122 45TH AVE SE 7.250 1,570.13 80
7.000 1,570.13 215,000.00
EVERETT WA 98208 5 10/20/97 00
0430508432 05 12/01/97 0
1565175330 O 11/01/12
0
1657509 074/G01 F 410,000.00 ZZ
180 408,734.34 1
19819 229TH PL SE 7.250 3,742.74 75
7.000 3,742.74 550,000.00
MONROE WA 98272 2 10/24/97 00
0430508440 05 12/01/97 0
1565176570 O 11/01/12
0
1657510 074/G01 F 68,800.00 ZZ
180 68,587.62 1
65 HOWARD DRIVE 7.250 628.05 80
7.000 628.05 86,000.00
GUNTERSVILLE AL 35976 5 10/21/97 00
0430508457 05 12/01/97 0
1566111682 O 11/01/12
0
1657511 074/G01 F 318,750.00 ZZ
180 317,755.24 1
4216 WIEUCA OVERLOOK 7.125 2,887.34 75
6.875 2,887.34 425,000.00
ATLANTA GA 30342 5 10/24/97 00
0430508465 09 12/01/97 0
1566112153 O 11/01/12
0
1657512 074/G01 F 310,000.00 ZZ
180 309,032.55 1
785 QUARTER PATH LANE 7.125 2,808.08 80
6.875 2,808.08 387,500.00
ALPHARETTA GA 30201 1 10/30/97 00
0430508473 05 12/01/97 0
1566112426 O 11/01/12
0
1657513 074/G01 F 300,000.00 ZZ
180 299,032.77 1
1
3783 TORREY VIEW COURT 6.750 2,654.73 76
6.500 2,654.73 398,264.00
SAN DIEGO CA 92130 1 10/21/97 00
0430508481 03 12/01/97 0
1567208393 O 11/01/12
0
1657514 074/G01 F 55,000.00 T
180 54,839.29 1
17521 WESTWARD 7.875 521.65 76
7.625 521.65 72,500.00
YARNELL AZ 85362 5 10/21/97 00
0430508499 05 12/01/97 0
1569183056 O 11/01/12
0
1657515 074/G01 F 279,050.00 ZZ
180 278,179.13 1
15847 NORTH 110TH PLACE 7.125 2,527.73 80
6.875 2,527.73 348,869.00
SCOTTSDALE AZ 85259 1 10/27/97 00
0430508507 03 12/01/97 0
1569183770 O 11/01/12
0
1657516 074/G01 F 90,500.00 ZZ
180 90,063.28 1
67 CAMINO DE ABAJO 8.375 884.57 31
DE LA LOMA WEST 8.125 884.57 300,000.00
RANCHOS DE TAOS NM 87557 2 10/23/97 00
0430508515 05 12/01/97 0
1569184977 O 11/01/12
0
1657517 074/G01 F 47,000.00 ZZ
180 46,867.16 1
784 BLACKSNAKE ROAD 8.250 455.97 36
8.000 455.97 132,500.00
EASLEY SC 29640 5 10/27/97 00
0430508523 05 12/01/97 0
1577095012 O 11/01/12
0
1657519 074/G01 F 460,000.00 ZZ
180 458,580.00 1
6272 SHENANDOAH PARK AVE 7.250 4,199.17 46
7.000 4,199.17 1,000,000.00
SALT LAKE CITY UT 84121 5 10/27/97 00
0430508549 05 12/01/97 0
1
1579063389 O 11/01/12
0
1657520 074/G01 F 39,000.00 ZZ
180 38,892.20 2
1302 CLERMONT STREET 8.500 384.05 65
8.250 384.05 60,000.00
GREENSBORO NC 27407 5 10/15/97 00
0430508556 05 12/01/97 0
1581132495 O 11/01/12
0
1657521 074/G01 F 132,000.00 ZZ
180 131,614.29 1
10206 SOUTH FAIRFIELD 7.875 1,251.96 80
7.625 1,251.96 165,000.00
CHICAGO IL 60655 5 10/23/97 00
0430508564 05 12/01/97 0
1583070050 O 11/01/12
0
1657522 074/G01 F 147,000.00 ZZ
180 146,541.23 1
1752 WELLINGTON DRIVE 7.125 1,331.58 65
6.875 1,331.58 227,000.00
LANGHORNE PA 19047 2 10/24/97 00
0430508572 05 12/01/97 0
1587086109 O 11/01/12
0
1657523 074/G01 F 275,000.00 ZZ
180 274,151.08 1
17429 DONMETZ STREET 7.250 2,510.38 79
(GRENADA HILLS AREA) 7.000 2,510.38 350,000.00
LOS ANGELES CA 91344 2 10/20/97 00
0430508598 05 12/01/97 0
1595059553 O 11/01/12
0
1657524 074/G01 F 300,000.00 ZZ
180 299,053.51 1
27890 MOUNT HOOD WAY 7.000 2,696.49 60
6.750 2,696.49 507,065.00
YORBA LINDA CA 92887 1 10/17/97 00
0430508606 05 12/01/97 0
1595059735 O 11/01/12
0
1
1657525 074/G01 F 375,000.00 ZZ
180 373,842.39 1
1347 N STATE PKWY UNIT 3 7.250 3,423.24 79
7.000 3,423.24 477,000.00
CHICAGO IL 60610 1 10/31/97 00
0430508614 01 12/01/97 0
1610006186 O 11/01/12
0
1657526 074/G01 F 309,500.00 ZZ
180 308,544.59 1
625 WOOD GLENN COURT 7.250 2,825.31 79
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TIMONIUM MD 21093 2 10/24/97 00
0430508622 05 12/01/97 0
1741168854 O 11/01/12
0
1657528 074/G01 F 289,000.00 ZZ
180 288,107.87 1
3200 HIGH BOROUGH 7.250 2,638.17 77
7.000 2,638.17 378,500.00
VIRGINIA BEACH VA 23452 5 10/20/97 00
0430508648 05 12/01/97 0
1781066601 O 11/01/12
0
1657529 074/G01 F 321,700.00 ZZ
180 320,706.92 1
2315 PARK RIDGE LANE 7.250 2,936.68 67
7.000 2,936.68 485,000.00
EUGENE OR 97405 2 10/31/97 00
0430516765 05 12/01/97 0
1781066893 O 11/01/12
0
1657805 429/429 F 350,000.00 ZZ
180 348,895.77 1
22852 AZURE SEA 7.000 3,145.90 28
6.750 3,145.90 1,275,000.00
LAGUNA NIGUEL CA 92677 1 10/21/97 00
63303108 03 12/01/97 0
63303108 O 11/01/12
0
1657820 429/429 F 257,000.00 ZZ
180 256,171.41 1
13 LEE ROAD 6.750 2,274.22 76
6.500 2,274.22 340,000.00
1
MEDFIELD MA 02052 2 10/27/97 00
62969684 05 12/01/97 0
62969684 O 11/01/12
0
1657850 354/354 F 270,000.00 ZZ
180 268,235.23 1
4629 MARINER LANE 6.625 2,370.58 80
6.375 2,370.58 338,000.00
DENVER NC 28037 1 09/15/97 00
21131016 05 11/01/97 0
21131016 O 10/01/12
0
1657851 354/354 F 244,800.00 ZZ
180 242,418.88 1
74 NORTH LAKESHORE DRIVE 6.750 2,166.26 80
6.500 2,166.26 306,000.00
HYPOLUXO FL 33462 2 08/21/97 00
21153507 03 10/01/97 0
21153507 O 09/01/12
0
1657852 354/354 F 450,000.00 T
180 448,625.97 1
1213 SOUTH SHORE DRIVE 7.375 4,139.66 69
7.125 4,139.66 660,000.00
BASALT CO 81621 1 10/10/97 00
21169271 03 12/01/97 0
21169271 O 11/01/12
0
1657853 354/354 F 428,000.00 ZZ
180 423,792.15 1
1747 MARYLAND AVENUE 6.625 3,757.82 80
6.375 3,757.82 536,000.00
CHARLOTTE NC 28209 1 08/28/97 00
21172929 05 10/01/97 0
21172929 O 09/01/12
0
1657854 354/354 F 500,000.00 ZZ
180 496,937.21 1
4100 LINNEAN AVENUE NW 7.375 4,599.62 80
7.125 4,599.62 625,000.00
WASHINGTON DC 20008 1 09/30/97 00
21181482 05 11/01/97 0
21181482 O 10/01/12
0
1
1657855 354/354 F 232,000.00 ZZ
180 230,609.57 1
1630 N OXFORD ROAD 7.625 2,167.18 80
7.375 2,167.18 290,000.00
OXFORD MI 48371 1 09/25/97 00
21183900 05 11/01/97 0
21183900 O 10/01/12
0
1657856 354/354 F 254,700.00 ZZ
180 253,156.75 1
4204 89TH STREET 7.500 2,361.10 90
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LUBBOCK TX 79424 1 09/22/97 10
21186176 05 11/01/97 12
21186176 O 10/01/12
0
1657857 354/354 F 380,000.00 ZZ
180 376,209.78 1
3403 NATHANIEL OAKS COURT 6.750 3,362.66 63
6.500 3,362.66 610,000.00
OAK HILL VA 20171 2 08/25/97 00
21190962 03 10/01/97 0
21190962 O 09/01/12
0
1657858 354/354 F 310,500.00 ZZ
180 308,492.19 1
13825 HUGHES LANE 6.750 2,747.65 77
6.500 2,747.65 405,000.00
DALLAS TX 75240 2 09/25/97 00
21206768 05 11/01/97 0
21206768 O 10/01/12
0
1657860 354/354 F 310,000.00 ZZ
180 307,967.78 1
6155 OAKBURY LANE 6.625 2,721.78 64
6.375 2,721.78 487,000.00
SUWANEE GA 30024 1 09/10/97 00
21206867 03 11/01/97 0
21206867 O 10/01/12
0
1657861 354/354 F 328,550.00 ZZ
120 326,690.66 1
1
210 STEPPLECHASE DRIVE 7.375 3,878.55 33
7.125 3,878.55 1,000,000.00
IRVING TX 75062 2 10/21/97 00
21210356 03 12/01/97 0
21210356 O 11/01/07
0
1657862 354/354 F 225,000.00 ZZ
180 223,488.15 1
703 EAST RESERVE 6.875 2,006.67 63
6.625 2,006.67 360,000.00
VANCOUVER WA 98661 5 09/24/97 00
21216460 05 11/01/97 0
21216460 O 10/01/12
0
1657863 354/354 F 400,000.00 ZZ
180 397,495.93 1
301 SAGE ROAD 4 7.125 3,623.33 60
6.875 3,623.33 675,000.00
HOUSTON TX 77056 1 09/09/97 00
21216957 05 11/01/97 0
21216957 O 10/01/12
0
1657864 354/354 F 240,000.00 ZZ
180 238,545.81 1
8501 BRIAR LANE 7.500 2,224.83 75
7.250 2,224.83 320,000.00
PRAIRIE VILLAGE KS 66207 2 09/30/97 00
21219878 05 11/01/97 0
21219878 O 10/01/12
0
1657865 354/354 F 284,800.00 ZZ
180 283,036.35 1
4460 COMSTOCK LANE NORTH 7.250 2,599.84 80
7.000 2,599.84 356,000.00
PLYMOUTH MN 55446 2 09/23/97 00
21220926 03 11/01/97 0
21220926 O 10/01/12
0
1657866 354/354 F 276,800.00 ZZ
180 275,954.82 1
11401 EAST MAPLEWOOD AVENUE 7.375 2,546.35 80
7.125 2,546.35 346,000.00
ENGLEWOOD CO 80111 1 10/13/97 00
21222237 05 12/01/97 0
1
21222237 O 11/01/12
0
1657867 354/354 F 369,950.00 ZZ
180 367,634.04 1
123 BIRKLANDS DRIVE 7.125 3,351.13 70
6.875 3,351.13 530,000.00
CARY NC 27511 2 09/26/97 00
21223136 03 11/01/97 0
21223136 O 10/01/12
0
1657868 354/354 F 350,000.00 ZZ
180 346,667.95 1
5309 MARINERS 7.000 3,145.90 57
6.750 3,145.90 623,850.00
PLANO TX 75086 1 08/27/97 00
21225024 03 10/01/97 0
21225024 O 09/01/12
0
1657869 354/354 F 265,000.00 ZZ
180 263,376.72 1
5964 RIDGE CREEK ROAD 7.375 2,437.80 76
7.125 2,437.80 350,000.00
SHOREVIEW MN 55126 2 09/19/97 00
21229562 05 11/01/97 0
21229562 O 10/01/12
0
1657870 354/354 F 219,000.00 ZZ
180 217,583.86 1
83 WEST SPRINGTOWN ROAD 6.750 1,937.96 69
6.500 1,937.96 321,000.00
WASHINGTON TOWN NJ 07853 2 09/22/97 00
21231840 05 11/01/97 0
21231840 O 10/01/12
0
1657871 354/354 F 400,000.00 ZZ
180 397,549.76 1
1105 ASCOTT VALLEY DRIVE 7.375 3,679.70 71
7.125 3,679.70 565,000.00
DULUTH GA 30136 1 09/26/97 00
21233515 03 11/01/97 0
21233515 O 10/01/12
0
1
1657872 354/354 F 357,000.00 ZZ
180 354,765.12 1
24933 FAIRMOUNT 7.125 3,233.82 78
6.875 3,233.82 460,000.00
DEARBORN MI 48124 2 09/23/97 00
21234976 05 11/01/97 0
21234976 O 10/01/12
0
1657873 354/354 F 371,200.00 ZZ
180 368,999.54 1
9814 HILL STREET 7.750 3,494.02 80
7.500 3,494.02 464,000.00
KENSINGTON MD 20895 2 09/16/97 00
21235601 05 11/01/97 0
21235601 O 10/01/12
0
1657874 354/354 F 255,000.00 ZZ
180 254,195.49 1
3723 TURNBERRY 7.000 2,292.01 56
6.750 2,292.01 460,000.00
HOUSTON TX 77025 2 10/13/97 00
21240239 05 12/01/97 0
21240239 O 11/01/12
0
1657875 354/354 F 1,000,000.00 ZZ
180 997,078.00 1
4235 STONE MANOR HEIGHTS 7.875 9,484.50 59
7.625 9,484.50 1,700,000.00
COLORADO SPRING CO 80906 1 10/10/97 00
21243167 05 12/01/97 0
21243167 O 11/01/12
0
1657876 354/354 F 264,000.00 ZZ
180 263,148.83 1
6378 E ISLAND LAKE 6.750 2,336.17 63
6.500 2,336.17 419,000.00
EAST LANSING MI 48823 1 10/03/97 00
21243449 05 12/01/97 0
21243449 O 11/01/12
0
1657877 354/354 F 270,080.00 ZZ
180 268,352.27 1
61645 VALLEYVIEW DRIVE 6.875 2,408.73 78
6.625 2,408.73 350,000.00
1
MATTAWAN MI 49071 1 09/15/97 00
21243472 05 11/01/97 0
21243472 O 10/01/12
0
1657878 354/354 F 357,000.00 ZZ
180 354,836.88 1
129 LAKE VISTA DR 7.500 3,309.44 79
7.250 3,309.44 456,000.00
CHAPIN SC 29036 1 09/29/97 00
21247234 03 11/01/97 0
21247234 O 10/01/12
0
1657879 354/354 F 567,800.00 ZZ
180 564,283.85 1
2130 INWOOD DRIVE 7.250 5,183.24 73
7.000 5,183.24 788,300.00
HOUSTON TX 77019 2 09/29/97 00
21248646 03 11/01/97 0
21248646 O 10/01/12
0
1657880 354/354 F 310,000.00 ZZ
120 308,281.75 1
8300 LASALLE 7.750 3,720.33 64
7.500 3,720.33 485,000.00
GROSSE ILE MI 48192 5 09/29/97 00
21254404 05 12/01/97 0
21254404 O 11/01/07
0
1657882 354/354 F 500,000.00 ZZ
180 497,003.37 1
2523 WEST LAKE VAN NESS CIRCLE 7.625 4,670.65 59
7.375 4,670.65 850,000.00
FRESNO CA 93711 2 09/16/97 00
21255625 05 11/01/97 0
21255625 O 10/01/12
0
1657883 354/354 F 448,000.00 ZZ
180 446,617.04 1
4316 SHEPHERDLEAS LANE 7.250 4,089.63 80
7.000 4,089.63 561,000.00
CHARLOTTE NC 28277 1 10/23/97 00
21259171 03 12/01/97 0
21259171 O 11/01/12
0
1
1657884 354/354 F 275,000.00 ZZ
180 272,296.35 1
20585 WOODCOCK COURT 6.625 2,414.49 80
6.375 2,414.49 345,000.00
LEESBURG VA 20175 1 08/29/97 00
21259676 05 10/01/97 0
21259676 O 09/01/12
0
1657885 354/354 F 250,000.00 ZZ
180 249,228.26 1
307 SUMMIT LANE 7.250 2,282.16 54
7.000 2,282.16 465,000.00
FT MITCHELL KY 41017 1 10/21/97 00
21259767 05 12/01/97 0
21259767 O 11/01/12
0
1657886 354/354 F 385,000.00 T
180 382,641.65 1
630 PARKER DRIVE 7.375 3,541.71 53
7.125 3,541.71 730,000.00
PAWLEYS ISLAND SC 29585 2 09/26/97 00
21262670 05 11/01/97 0
21262670 O 10/01/12
0
1657887 354/354 F 470,000.00 ZZ
180 468,564.90 1
1909 ROE FORD RD 7.375 4,323.64 50
7.125 4,323.64 950,000.00
GREENVILLE SC 29609 5 10/27/97 00
21262704 05 12/01/97 0
21262704 O 11/01/12
0
1657888 354/354 F 380,000.00 ZZ
180 378,852.35 1
50 ORCHARD LANE 7.500 3,522.65 61
7.250 3,522.65 630,000.00
IVYLAND PA 18974 2 10/01/97 00
21265152 05 12/01/97 0
21265152 O 11/01/12
0
1657889 354/354 F 224,000.00 ZZ
180 222,627.87 1
1
11985 BARNESWOOD COURT 7.375 2,060.63 80
7.125 2,060.63 280,000.00
CINCINNATI OH 45249 1 09/29/97 00
21266598 05 11/01/97 0
21266598 O 10/01/12
0
1657890 354/354 F 280,000.00 ZZ
180 279,116.61 1
1002 REGENCY MANOR DR 7.000 2,516.72 77
6.750 2,516.72 365,000.00
BALLWIN MO 63011 2 09/29/97 00
21267034 03 12/01/97 0
21267034 O 11/01/12
0
1657891 354/354 F 280,500.00 ZZ
180 278,781.77 1
3614 CEDAR LANE 7.375 2,580.39 78
7.125 2,580.39 362,000.00
FARMERS BRANCH TX 75234 2 09/25/97 00
21267356 03 11/01/97 0
21267356 O 10/01/12
0
1657892 354/354 F 442,500.00 T
180 441,178.19 1
1601 HILLSIDE ROAD 7.625 4,133.53 75
7.375 4,133.53 590,000.00
BOULDER CO 80302 1 10/17/97 00
21268875 05 12/01/97 0
21268875 O 11/01/12
0
1657893 354/354 F 245,000.00 ZZ
180 244,235.40 1
2411 HILLSIDE DRIVE 7.125 2,219.29 58
6.875 2,219.29 425,000.00
DALLAS TX 75214 1 10/20/97 00
21271838 05 12/01/97 0
21271838 O 11/01/12
0
1657894 354/354 F 233,600.00 ZZ
180 232,902.20 1
51 PINEVIEW LANE 7.625 2,182.13 80
7.375 2,182.13 292,000.00
BOULDER CO 80302 2 10/06/97 00
21272992 05 12/01/97 0
1
21272992 O 11/01/12
0
1657895 354/354 F 510,000.00 ZZ
180 508,390.97 1
3504 HILL ROAD 7.000 4,584.03 69
6.750 4,584.03 740,000.00
LITTLE ROCK AR 72205 2 10/08/97 00
21273529 05 12/01/97 0
21273529 O 11/01/12
0
1657896 354/354 F 558,000.00 ZZ
180 554,391.80 1
2369 N NELSON STREET 6.750 4,937.79 70
6.500 4,937.79 800,000.00
ARLINGTON VA 22207 2 09/24/97 00
21277637 05 11/01/97 0
21277637 O 10/01/12
0
1657897 354/354 F 450,000.00 ZZ
180 447,152.26 1
6635 SEWANEE AVENUE 7.000 4,044.73 54
6.750 4,044.73 845,000.00
HOUSTON TX 77005 2 09/30/97 00
21278221 05 11/01/97 0
21278221 O 10/01/12
0
1657898 354/354 F 256,000.00 ZZ
180 254,379.93 1
4160 MUMFORD COURT 7.000 2,301.01 80
6.750 2,301.01 320,000.00
COLUMBUS OH 43220 1 09/26/97 00
21278395 05 11/01/97 0
21278395 O 10/01/12
0
1657899 354/354 F 634,100.00 ZZ
180 626,548.75 1
5332 BLAKE DRIVE 7.000 5,699.47 79
6.750 5,699.47 807,000.00
PLANO TX 75093 2 10/06/97 00
21281134 03 11/01/97 0
21281134 O 10/01/12
0
1
1657900 354/354 F 570,000.00 ZZ
180 568,315.97 1
1313 WASHINGTON TERRACE 7.750 5,365.27 79
7.500 5,365.27 724,000.00
FORT WORTH TX 76107 2 10/10/97 00
21281506 05 12/01/97 0
21281506 O 11/01/12
0
1657901 354/354 F 450,000.00 ZZ
180 448,610.86 1
11705 CANTERBURY 7.250 4,107.89 70
7.000 4,107.89 645,000.00
LEAWOOD KS 66211 1 10/17/97 00
21282033 05 12/01/97 0
21282033 O 11/01/12
0
1657902 354/354 F 384,000.00 ZZ
180 381,447.77 1
3752 EAST EAGLESCLIFFE DRIVE 7.375 3,532.51 72
7.125 3,532.51 540,000.00
SPRINGFIELD MO 65809 2 09/25/97 00
21283304 03 11/01/97 0
21283304 O 10/01/12
0
1657903 354/354 F 243,750.00 ZZ
180 242,989.31 1
11060 STONEBROOK DRIVE 7.125 2,207.96 75
6.875 2,207.96 325,000.00
MANASSAS VA 20112 2 10/10/97 00
21286653 03 12/01/97 0
21286653 O 11/01/12
0
1657904 354/354 F 265,200.00 ZZ
180 263,485.13 1
25280 RIPLEY FIELD DRIVE 6.750 2,346.78 78
6.500 2,346.78 340,000.00
SOUTH RIDING VA 20152 1 09/30/97 00
21286851 03 11/01/97 0
21286851 O 10/01/12
0
1657905 354/354 F 276,000.00 ZZ
180 274,638.65 1
345 LAFAYETTE STREET 7.125 2,500.10 42
6.875 2,500.10 660,000.00
1
DENVER CO 80218 2 10/06/97 00
21289392 05 12/01/97 0
21289392 O 11/01/12
0
1657906 354/354 F 236,000.00 ZZ
180 235,239.11 1
77 NORTH RANCH ROAD 6.750 2,088.39 48
6.500 2,088.39 492,000.00
LITTLETON CO 80127 1 10/08/97 00
21291661 03 12/01/97 0
21291661 O 11/01/12
0
1657907 354/354 F 280,000.00 ZZ
180 279,154.36 1
1S625 GROVE HILL DRIVE 7.500 2,595.64 79
7.250 2,595.64 356,000.00
BATAVIA IL 60510 2 10/20/97 00
21293022 05 12/01/97 0
21293022 O 11/01/12
0
1657908 354/354 F 424,500.00 ZZ
180 423,217.96 1
2709 ROYAL ST JAMES 7.500 3,935.17 73
7.250 3,935.17 585,000.00
ST CHARLES IL 60174 2 10/28/97 00
21293048 05 12/01/97 0
21293048 O 11/01/12
0
1657909 354/354 F 548,000.00 ZZ
180 546,252.22 1
3201 AMHERST AVENUE 6.875 4,887.36 80
6.625 4,887.36 688,500.00
DALLAS TX 75225 1 10/15/97 00
21293576 05 12/01/97 0
21293576 O 11/01/12
0
1657910 354/354 F 319,000.00 ZZ
180 317,108.99 1
23 NORTH HILL DRIVE 7.750 3,002.67 74
7.500 3,002.67 435,000.00
LYNNFIELD MA 01940 2 09/25/97 00
21293857 05 11/01/97 0
21293857 O 10/01/12
0
1
1657911 354/354 F 375,000.00 ZZ
180 373,854.98 1
18948 EAST HINSDALE AVENUE 7.375 3,449.71 75
7.125 3,449.71 500,000.00
AURORA CO 80016 5 10/07/97 00
21295886 05 12/01/97 0
21295886 O 11/01/12
0
1657912 354/354 F 285,000.00 ZZ
180 283,291.91 1
2580 SOUTH JACKSON STREET 7.625 2,662.28 54
7.375 2,662.28 530,000.00
DENVER CO 80210 5 09/22/97 00
21296074 05 11/01/97 0
21296074 O 10/01/12
0
1657913 354/354 F 300,000.00 ZZ
180 299,032.77 1
14301 SUNDANCE 6.750 2,654.73 70
6.500 2,654.73 430,000.00
WICHITA KS 67230 2 10/15/97 00
21297346 05 12/01/97 0
21297346 O 11/01/12
0
1657914 354/354 F 215,000.00 ZZ
180 213,682.99 1
1610 SPARKLING COURT 7.375 1,977.84 75
7.125 1,977.84 287,000.00
DUNEDIN FL 34698 1 10/03/97 00
21299375 03 11/01/97 0
21299375 O 10/01/12
0
1657915 354/354 F 363,000.00 ZZ
180 361,854.75 1
23 CHAMPIONS BEND CIRCLE 7.000 3,262.75 79
6.750 3,262.75 465,000.00
HOUSTON TX 77069 2 10/17/97 00
21299805 03 12/01/97 0
21299805 O 11/01/12
0
1657916 354/354 F 375,900.00 ZZ
180 374,726.89 1
1
5203 WILLOW LANE 7.125 3,405.02 80
6.875 3,405.02 469,900.00
BELLAIRE TX 77401 1 10/03/97 00
21300215 05 12/01/97 0
21300215 O 11/01/12
0
1657917 354/354 F 250,000.00 ZZ
180 248,206.68 1
439 BUCKLAND HALL ROAD 7.125 2,264.58 80
6.875 2,264.58 313,000.00
RICHMOND HILL GA 31324 2 09/30/97 00
21300454 03 11/01/97 0
21300454 O 10/01/12
0
1657918 354/354 F 392,000.00 ZZ
180 390,776.64 1
8906 CHATSWORTH DRIVE 7.125 3,550.86 79
6.875 3,550.86 500,000.00
HOUSTON TX 77024 1 10/09/97 00
21301353 03 12/01/97 0
21301353 O 11/01/12
0
1657919 354/354 F 527,325.00 ZZ
180 525,661.31 1
1218 VALLEY ROAD 7.000 4,739.75 62
6.750 4,739.75 853,000.00
VILLANOVA PA 19085 1 10/13/97 00
21301528 05 12/01/97 0
21301528 O 11/01/12
0
1657920 354/354 F 332,000.00 ZZ
180 330,975.13 1
3313 MOSS HOLLOW 7.250 3,030.70 80
7.000 3,030.70 415,000.00
FORT WORTH TX 76109 1 10/16/97 00
21301841 05 12/01/97 0
21301841 O 11/01/12
0
1657921 354/354 F 400,000.00 ZZ
180 398,778.63 1
4430 STONEBROOK COURT 7.375 3,679.70 75
7.125 3,679.70 535,000.00
UPPER ARLINGTON OH 43220 5 10/15/97 00
21302237 05 12/01/97 0
1
21302237 O 11/01/12
0
1657924 354/354 F 248,200.00 ZZ
180 247,433.81 1
1360 CENTER SPRING ROAD 7.250 2,265.73 72
7.000 2,265.73 345,000.00
WAYNESVILLE OH 45068 2 10/27/97 00
21304480 05 12/01/97 0
21304480 O 11/01/12
0
1657925 354/354 F 525,000.00 ZZ
180 523,325.57 1
4900 FOX BRANCH COURT 6.875 4,682.24 66
6.625 4,682.24 802,000.00
RALEIGH NC 27614 1 10/10/97 00
21306394 03 12/01/97 0
21306394 O 11/01/12
0
1657926 354/354 F 228,000.00 ZZ
180 227,288.45 1
1104 SE 181ST AVE 7.125 2,065.30 77
6.875 2,065.30 297,000.00
VANCOUVER WA 98683 2 10/20/97 00
21307103 05 12/01/97 0
21307103 O 11/01/12
0
1657927 354/354 F 425,000.00 ZZ
180 423,673.66 1
10824 WINDERMERE LANE 7.125 3,849.78 63
6.875 3,849.78 675,000.00
FAIRFAX STATION VA 22039 2 10/15/97 00
21308127 03 12/01/97 0
21308127 O 11/01/12
0
1657928 354/354 F 650,000.00 ZZ
180 647,971.47 1
18506 SPRING CREEK OAKS CIRCLE 7.125 5,887.90 73
6.875 5,887.90 900,000.00
SPRING TX 77379 1 10/14/97 00
21309091 03 12/01/97 0
21309091 O 11/01/12
0
1
1657929 354/354 F 256,400.00 ZZ
180 255,599.83 1
2 INWOOD OAKS DRIVE 7.125 2,322.55 52
6.875 2,322.55 495,000.00
HOUSTON TX 77024 2 10/23/97 00
21310248 03 12/01/97 0
21310248 O 11/01/12
0
1657930 354/354 F 256,250.00 ZZ
180 255,458.97 1
9003 TROLLEY LANE 7.250 2,339.21 85
7.000 2,339.21 305,000.00
NORRISTOWN PA 19403 2 10/14/97 19
21310305 05 12/01/97 6
21310305 O 11/01/12
0
1657932 354/354 F 280,000.00 ZZ
180 275,641.80 1
10820 N SUMMER MOON DRIVE 7.375 2,575.79 62
7.125 2,575.79 455,000.00
ORO VALLEY AZ 85737 2 07/17/97 00
21310875 03 08/01/97 0
21310875 O 07/01/12
0
1657933 354/354 F 782,500.00 ZZ
180 780,084.44 1
1612 SOUTH BOULEVARD 7.250 7,143.16 72
7.000 7,143.16 1,100,000.00
HOUSTON TX 77006 2 10/24/97 00
21316021 05 12/01/97 0
21316021 O 11/01/12
0
1657934 354/354 F 228,000.00 ZZ
180 227,256.92 1
1240 LAKEWAY DRIVE 6.625 2,001.83 75
6.375 2,001.83 305,000.00
SOUTHLAKE TX 76092 1 10/22/97 00
21316401 03 12/01/97 0
21316401 O 11/01/12
0
1657935 354/354 F 235,000.00 ZZ
180 233,496.69 1
16277 NW GRAF ST 6.875 2,095.86 79
6.625 2,095.86 300,000.00
1
PORTLAND OR 97229 1 09/23/97 00
21316518 05 11/01/97 0
21316518 O 10/01/12
0
1657936 354/354 F 600,000.00 ZZ
180 600,000.00 1
892 SPRINGDALE ROAD NE 7.125 5,434.99 70
6.875 5,434.99 858,000.00
ATLANTA GA 30306 2 10/30/97 00
21316930 05 01/01/98 0
21316930 O 12/01/12
0
1657937 354/354 F 322,400.00 ZZ
180 321,404.76 1
16310 SNOW FLOWER DRIVE 7.250 2,943.07 66
7.000 2,943.07 495,000.00
RENO NV 89511 2 10/24/97 00
21319314 05 12/01/97 0
21319314 O 11/01/12
0
1657938 354/354 F 244,000.00 ZZ
180 243,246.78 1
810 BROCKTON LANE NORTH 7.250 2,227.39 61
7.000 2,227.39 400,000.00
PLYMOUTH MN 55447 2 10/14/97 00
21320239 05 12/01/97 0
21320239 O 11/01/12
0
1657939 354/354 F 375,000.00 ZZ
180 373,842.38 1
1313 GLENBROOK AVENUE 7.250 3,423.24 79
7.000 3,423.24 475,000.00
ANCHORAGE KY 40223 1 10/07/97 00
21320262 05 12/01/97 0
21320262 O 11/01/12
0
1657940 354/354 F 369,500.00 ZZ
180 368,334.25 1
#23 STONECOURT DRIVE 7.000 3,321.17 61
6.750 3,321.17 610,000.00
DALLAS TX 75225 2 10/29/97 00
21320791 03 12/01/97 0
21320791 O 11/01/12
0
1
1657941 354/354 F 280,000.00 ZZ
180 279,126.17 1
8524 SAINT IVES PLACE 7.125 2,536.33 56
6.875 2,536.33 500,000.00
CINCINNATI OH 45255 2 10/24/97 00
21321880 05 12/01/97 0
21321880 O 11/01/12
0
1657942 354/354 F 361,000.00 ZZ
180 359,873.39 1
9415 OLYMPIA DRIVE 7.125 3,270.05 67
6.875 3,270.05 540,000.00
EDEN PRAIRIE MN 55347 2 10/22/97 00
21322839 05 12/01/97 0
21322839 O 11/01/12
0
1657943 354/354 F 340,000.00 ZZ
180 338,950.44 1
12610 WENONGA LN 7.250 3,103.73 76
7.000 3,103.73 450,000.00
LEAWOOD KS 66209 2 10/08/97 00
21324363 05 12/01/97 0
21324363 O 11/01/12
0
1657944 354/354 F 251,850.00 ZZ
180 251,064.02 1
4201 BLOSSOM STREET 7.125 2,281.34 77
6.875 2,281.34 327,500.00
COLUMBIA SC 29205 2 10/27/97 00
21325212 05 12/01/97 0
21325212 O 11/01/12
0
1657945 354/354 F 270,000.00 ZZ
180 269,138.87 1
6092 CARRIAGE HOUSE WAY 6.875 2,408.01 78
6.625 2,408.01 347,000.00
RENO NV 89509 2 10/21/97 00
21325303 03 12/01/97 0
21325303 O 11/01/12
0
1657946 354/354 F 540,600.00 ZZ
180 538,912.88 1
1
3565 COLGATE AVENUE 7.125 4,896.93 57
6.875 4,896.93 950,000.00
UNIVERSITY PARK TX 75225 2 10/27/97 00
21334719 05 12/01/97 0
21334719 O 11/01/12
0
1657947 354/354 F 230,850.00 ZZ
180 230,113.73 1
8406 CHADBOURNE ROAD 6.875 2,058.85 95
6.625 2,058.85 243,500.00
DALLAS TX 75209 1 10/17/97 04
21345699 05 12/01/97 30
21345699 O 11/01/12
0
1657948 354/354 F 248,000.00 ZZ
180 247,234.43 1
407 CORONA STREET 7.250 2,263.90 80
7.000 2,263.90 310,000.00
DENVER CO 80218 2 10/27/97 00
21352984 05 12/01/97 0
21352984 O 11/01/12
0
1657949 354/354 F 225,000.00 ZZ
180 224,290.13 1
2231 PEPPERIDGE TRAIL 7.000 2,022.37 73
6.750 2,022.37 310,000.00
BRIGHTON MI 48116 1 10/03/97 00
21355318 05 12/01/97 0
21355318 O 11/01/12
0
1657950 354/354 F 291,000.00 ZZ
180 290,071.89 1
2632 CREEKS EDGE PARKWAY 6.875 2,595.30 75
6.625 2,595.30 391,000.00
AUSTIN TX 78733 1 10/27/97 00
21359971 03 12/01/97 0
21359971 O 11/01/12
0
1657951 354/354 F 475,000.00 ZZ
180 473,565.44 1
2925 SOUTHWESTERN BOULEVARD 7.500 4,403.31 64
7.250 4,403.31 752,500.00
UNIVERSITY PARK TX 75225 1 10/10/97 00
25269002 05 12/01/97 0
1
25269002 O 11/01/12
0
1657952 354/354 F 250,000.00 ZZ
180 249,236.65 1
5134 KELSEY ROAD 7.375 2,299.81 42
7.125 2,299.81 602,000.00
DALLAS TX 75229 1 10/20/97 00
25351958 05 12/01/97 0
25351958 O 11/01/12
0
1657953 354/354 F 260,000.00 ZZ
180 258,113.76 1
60 SOUTH HARBOR ROAD 7.625 2,428.74 79
7.375 2,428.74 330,000.00
NORTHPORT NY 11768 1 10/01/97 00
25404385 05 11/01/97 0
25404385 O 10/01/12
0
1657954 354/354 F 251,100.00 ZZ
180 249,643.86 1
1629 NORTHEAST 5TH COURT 8.000 2,399.65 90
7.750 2,399.65 280,000.00
FORT LAUDERDALE FL 33301 1 10/01/97 10
25448218 05 11/01/97 12
25448218 O 10/01/12
0
1657955 354/354 F 335,000.00 ZZ
180 333,965.86 1
3401 HARVARD AVENUE 7.250 3,058.10 49
7.000 3,058.10 695,000.00
HIGHLAND PARK TX 75205 1 10/13/97 00
25544610 05 12/01/97 0
25544610 O 11/01/12
0
1657956 354/354 F 342,500.00 T
180 341,454.21 1
316 FERN GLEN 7.375 3,150.74 50
7.125 3,150.74 685,000.00
SAN DIEGO CA 92037 1 10/03/97 00
25566415 05 12/01/97 0
25566415 O 11/01/12
0
1
1657957 354/354 F 342,000.00 ZZ
180 340,944.25 1
305 WINDCHIME DRIVE 7.250 3,122.00 78
7.000 3,122.00 442,000.00
DANVILLE CA 94506 2 10/02/97 00
25576315 05 12/01/97 0
25576315 O 11/01/12
0
1657958 354/354 F 266,000.00 ZZ
180 265,187.79 1
2175 EAST CHAPARRAL OAKS CIRCL 7.375 2,447.00 74
7.125 2,447.00 360,000.00
SALT LAKE CITY UT 84121 2 10/09/97 00
25580820 05 12/01/97 0
25580820 O 11/01/12
0
1657961 354/354 F 242,800.00 T
180 242,058.63 1
83 WAX MYRTLE 7.375 2,233.58 79
7.125 2,233.58 310,000.00
KIAWAH ISLAND SC 29455 1 10/28/97 00
25633827 03 12/01/97 0
25633827 O 11/01/12
0
1657962 354/354 F 305,000.00 ZZ
180 304,058.47 1
1123 QUAIL KNOLL COURT 7.250 2,784.24 65
7.000 2,784.24 470,000.00
SAN JOSE CA 95120 2 10/17/97 00
25635970 05 12/01/97 0
25635970 O 11/01/12
0
1657992 286/286 F 358,000.00 ZZ
180 356,918.80 1
8225 WYCLIFF DRIVE 7.500 3,318.70 76
7.250 3,318.70 475,000.00
CINCINNATI OH 45244 2 10/24/97 00
0951101 05 12/01/97 0
0951101 O 11/01/12
0
1658324 686/686 F 90,000.00 ZZ
180 89,731.74 1
6805 CREEMORE STREET 7.650 842.01 75
7.400 842.01 120,000.00
1
BAKERSFIELD CA 93308 5 10/21/97 00
818434995 05 12/01/97 0
818434995 O 11/01/12
0
1658343 074/G01 F 1,000,000.00 ZZ
180 985,356.79 1
2521 BAYSHORE DRIVE 8.000 9,556.52 75
7.750 9,556.52 1,344,228.00
NEWPORT BEACH CA 92663 4 06/23/97 00
0430510198 03 08/01/97 0
1236000359 O 07/01/12
0
1658385 736/G01 F 455,000.00 ZZ
180 453,640.86 1
156 LEONA COURT 7.625 4,250.29 76
7.375 4,250.29 600,000.00
ALAMO CA 94507 2 10/30/97 00
0430496422 05 12/01/97 0
536693 O 11/01/12
0
1658817 180/G01 F 86,400.00 ZZ
180 86,139.06 1
10150 RED WOLF LANE 7.500 800.94 80
7.250 800.94 108,000.00
HOUSTON TX 77064 1 10/24/97 00
0430520841 03 12/01/97 0
0004384301 O 11/01/12
0
1658977 K08/G01 F 360,000.00 ZZ
180 360,000.00 1
21800 MACKENZIE AVENUE 7.625 3,362.87 80
7.375 3,362.87 450,000.00
YORBA LINDA CA 92687 2 11/03/97 00
0410608939 05 01/01/98 0
410608939 O 12/01/12
0
1659127 225/225 F 123,000.00 ZZ
180 122,624.43 1
2058 22ND AVENUE 7.375 1,131.51 44
7.125 1,131.51 280,000.00
SAN FRANCISCO CA 94116 2 10/24/97 00
8070715 07 12/01/97 0
8070715 O 11/01/12
0
1
1659440 E66/E66 F 250,000.00 ZZ
180 250,000.00 1
10219 GOVERNORS DRIVE 7.125 2,264.58 32
6.875 2,264.58 800,000.00
CHAPEL HILL NC 27514 2 10/29/97 00
600344133 03 01/01/98 0
600344133 O 12/01/12
0
1659451 286/286 F 298,000.00 ZZ
180 297,100.00 1
1285 LAUREL CT 7.500 2,762.50 79
7.250 2,762.50 378,000.00
FT LAUDERDALE FL 33326 2 10/28/97 00
8687448 03 12/01/97 0
8687448 O 11/01/12
0
1659453 286/286 F 420,000.00 ZZ
180 420,000.00 1
2588 MAYFAIR DR 7.375 3,863.68 75
7.125 3,863.68 560,000.00
WESTON FL 33327 2 10/28/97 00
0949043 03 01/01/98 0
0949043 O 12/01/12
0
1659457 286/286 F 391,000.00 ZZ
180 389,806.12 1
3170 CHARLES MACDONALD DRIVE 7.375 3,596.90 75
7.125 3,596.90 525,000.00
SARASOTA FL 34240 2 10/29/97 00
0950593 03 12/01/97 0
0950593 O 11/01/12
0
1659459 286/286 F 278,000.00 ZZ
180 278,000.00 1
1455 FALCON LANE 7.250 2,537.76 73
7.000 2,537.76 385,000.00
HOFFMAN ESTATES IL 60192 2 10/28/97 00
0950349 05 01/01/98 0
0950349 O 12/01/12
0
1659460 286/286 F 420,000.00 ZZ
180 418,674.92 1
1
7 STRATFORD LANE 7.000 3,775.08 80
6.750 3,775.08 525,000.00
MECHANICSBURG PA 17055 1 10/31/97 00
0946039 05 12/01/97 0
0946039 O 11/01/12
0
1659461 286/286 F 257,000.00 ZZ
180 257,000.00 1
1258 WEST LEXINGTON STREET 7.375 2,364.21 73
7.125 2,364.21 355,000.00
CHICAGO IL 60607 2 10/28/97 00
0950335 05 01/01/98 0
0950335 O 12/01/12
0
1659463 286/286 F 300,000.00 ZZ
180 299,083.98 1
135 BRAYMORE COURT 7.375 2,759.77 50
7.125 2,759.77 600,000.00
INVERNESS IL 60010 1 10/27/97 00
0949453 03 12/01/97 0
0949453 O 11/01/12
0
1659596 356/G01 F 270,000.00 ZZ
180 270,000.00 1
122 FERINO WAY 7.750 2,541.45 71
7.500 2,541.45 385,000.00
FREMONT CA 94536 2 10/29/97 00
0430503912 05 01/01/98 0
2442747 O 12/01/12
0
1659627 E82/G01 F 227,500.00 ZZ
180 227,500.00 1
6371 MULBERRY LANE 7.250 2,076.76 75
7.000 2,076.76 307,000.00
STOCKTON CA 95212 2 11/05/97 00
0400065371 05 01/01/98 0
0400065371 O 12/01/12
0
1660099 776/G01 F 360,000.00 ZZ
180 358,936.41 1
19305 ROMAR PLACE 7.750 3,388.59 72
7.500 3,388.59 500,000.00
LOS ANGELES CA 91324 5 10/24/97 00
0430502500 05 12/01/97 0
1
3500337 O 11/01/12
0
1660125 286/286 F 420,000.00 ZZ
180 420,000.00 1
603 EAST WALNUT 7.250 3,834.03 70
7.000 3,834.03 600,000.00
HINSDALE IL 60521 2 10/30/97 00
0950986 05 01/01/98 0
0950986 O 12/01/12
0
1660128 286/286 F 390,000.00 ZZ
180 390,000.00 1
2817 WEST COUNTRY CLUB DRIVE 7.500 3,615.35 77
7.250 3,615.35 507,500.00
MEQUON WI 53092 2 11/01/97 00
0949144 05 01/01/98 0
0949144 O 12/01/12
0
1660357 686/686 F 88,200.00 ZZ
180 88,200.00 1
83 WAREHAM STREET 7.875 836.54 70
7.625 836.54 126,000.00
MARION MA 02738 5 10/29/97 00
818469165 05 01/01/98 0
818469165 O 12/01/12
0
1660358 686/686 F 67,500.00 ZZ
180 67,300.57 1
1000 NW 49 ST 7.750 635.37 67
7.500 635.37 102,000.00
FT LAUDERDALE FL 33309 2 10/27/97 00
818518599 05 12/01/97 0
818518599 O 11/01/12
0
1660359 686/686 F 35,000.00 ZZ
180 35,000.00 1
3098 DORSON WAY 8.000 334.48 40
7.750 334.48 89,000.00
DELRAY BEACH FL 33445 5 10/29/97 00
818519498 05 01/01/98 0
818519498 O 12/01/12
0
1
1660360 686/686 F 105,000.00 ZZ
180 104,686.76 1
414 SPRUCE AVENUE 7.640 981.74 46
7.390 981.74 230,000.00
SOUTH SAN FRANC CA 94080 5 10/22/97 00
818538571 05 12/01/97 0
818538571 O 11/01/12
0
1660361 686/686 F 89,000.00 ZZ
180 88,737.05 1
6229 W SCHOOL ST 7.750 837.74 62
7.500 837.74 145,000.00
CHICAGO IL 60634 2 10/29/97 00
818551715 05 12/01/97 0
818551715 O 11/01/12
0
1660407 286/286 F 265,000.00 ZZ
180 264,190.85 1
2736 BEXLEY PARK ROAD 7.375 2,437.80 70
7.125 2,437.80 380,000.00
BEXLEY OH 43209 2 10/31/97 00
8659775 05 12/01/97 0
8659775 O 11/01/12
0
1660413 286/286 F 272,150.00 ZZ
180 271,272.55 1
5170 E CAMINO FRANCISCO SOZA 6.750 2,408.29 69
6.500 2,408.29 400,000.00
TUCSON AZ 85718 2 10/22/97 00
0950614 05 12/01/97 0
0950614 O 11/01/12
0
1660428 286/286 F 295,200.00 ZZ
180 295,200.00 1
4629 BELCLAIRE AVENUE 7.125 2,674.01 80
6.875 2,674.01 369,000.00
HIGHLAND PARK TX 75209 1 11/03/97 00
0950827 05 01/01/98 0
0950827 O 12/01/12
0
1660440 286/286 F 294,000.00 ZZ
180 294,000.00 1
219 E. MULBERRY STREET 7.250 2,683.82 78
7.000 2,683.82 380,000.00
1
LANCASTER OH 43130 2 11/03/97 00
8682026 05 01/01/98 0
8682026 O 12/01/12
0
1660472 686/686 F 224,000.00 ZZ
180 223,323.49 1
19821 SEPTO STREET 7.500 2,076.51 68
7.250 2,076.51 330,000.00
CHATSWORTH CA 91311 2 10/28/97 00
818589772 05 12/01/97 0
818589772 O 11/01/12
0
1660475 686/686 F 70,000.00 ZZ
180 69,795.46 1
4626 BALDWIN 7.875 663.92 67
7.625 663.92 105,000.00
METAMORA MI 48455 2 10/31/97 00
818639049 05 12/01/97 0
818639049 O 11/01/12
0
1660476 686/686 F 32,900.00 ZZ
180 32,900.00 1
706 UNION STREET 7.875 312.05 75
7.625 312.05 43,900.00
NORTHFIELD MN 55057 1 11/07/97 00
818639841 05 01/01/98 0
818639841 O 12/01/12
0
1660516 686/686 F 25,000.00 ZZ
180 24,926.94 1
124 GORDON TERRACE 7.875 237.12 32
7.625 237.12 79,000.00
NASHVILLE TN 37207 1 10/30/97 00
818487225 05 12/01/97 0
818487225 O 11/01/12
0
1660549 686/686 F 44,250.00 ZZ
180 44,120.70 2
1351-53 KIRK RD 7.875 419.69 55
7.625 419.69 80,500.00
WEST PALM BEACH FL 33406 1 10/29/97 00
818519001 05 12/01/97 0
818519001 O 11/01/12
0
1
1660551 686/686 F 46,000.00 ZZ
180 45,865.59 1
3356 229TH AVENUE NE 7.875 436.29 40
7.625 436.29 115,000.00
EAST BETHEL MN 55005 2 10/24/97 00
818552895 05 12/01/97 0
818552895 O 11/01/12
0
1660580 686/686 F 60,000.00 ZZ
180 60,000.00 1
209 JONATHAN S WAY 7.250 547.72 61
7.000 547.72 99,900.00
BREWSTER MA 02631 1 11/21/97 00
818386872 05 01/01/98 0
818386872 O 12/01/12
0
1660582 686/686 F 75,000.00 ZZ
180 75,000.00 1
6925 TRUXTON DRIVE 7.500 695.26 38
7.250 695.26 200,000.00
DALLAS TX 75231 1 11/19/97 00
818484370 05 01/01/98 0
818484370 O 12/01/12
0
1660599 731/G01 F 290,300.00 ZZ
180 290,300.00 1
26764 MENOMINEE PLACE 7.875 2,753.35 60
7.625 2,753.35 485,000.00
RANCHO PALOS VE CA 90275 2 11/07/97 00
0430499541 05 01/01/98 0
411511454 O 12/01/12
0
1660683 076/076 F 300,000.00 ZZ
180 298,101.50 1
135 NATHAN LANE 7.000 2,696.49 57
6.750 2,696.49 530,000.00
CARLISLE MA 01741 1 09/22/97 00
1293803 05 11/01/97 0
1293803 O 10/01/12
0
1660687 076/076 F 325,000.00 T
180 324,028.66 1
1
73620 AGAVE LANE 7.625 3,036.44 60
7.375 3,036.44 545,000.00
PALM DESERT CA 92260 2 10/10/97 00
8656202 03 12/01/97 0
8656202 O 11/01/12
0
1660689 076/076 F 238,700.00 ZZ
180 238,032.81 1
7918 VIA CALLENDO 8.375 2,333.12 72
8.125 2,333.12 335,000.00
CARLSBAD CA 92009 2 10/01/97 00
8745532 05 12/01/97 0
8745532 O 11/01/12
0
1660690 076/076 F 323,000.00 ZZ
180 321,969.83 1
6186 RAINBOW DRIVE 6.875 2,880.69 75
6.625 2,880.69 435,000.00
SAN JOSE CA 95129 2 10/06/97 00
8775922 05 12/01/97 0
8775922 O 11/01/12
0
1660692 076/076 F 286,500.00 ZZ
180 284,725.81 1
105 BALKCOM PLACE 7.250 2,615.36 76
7.000 2,615.36 380,000.00
MACON GA 31210 2 09/23/97 00
8786742 05 11/01/97 0
8786742 O 10/01/12
0
1660824 686/686 F 60,000.00 ZZ
180 59,817.19 1
38 VALLEY VIEW ROAD 7.400 552.81 29
7.150 552.81 208,000.00
NORWALK CT 06851 1 10/31/97 00
818465700 05 12/01/97 0
818465700 O 11/01/12
0
1660825 686/686 F 320,000.00 ZZ
180 316,076.75 1
5058 PENDLETON STREET 7.400 2,948.29 80
7.150 2,948.29 400,000.00
SAN DIEGO CA 92109 2 10/20/97 00
818565392 05 12/01/97 0
1
818565392 O 11/01/12
0
1660867 E82/G01 F 650,000.00 ZZ
180 647,993.47 1
769 VIA SOMONTE 7.250 5,933.61 70
7.000 5,933.61 930,000.00
PALOS VERDES ES CA 90274 2 10/27/97 00
0400066874 05 12/01/97 0
0400066874 O 11/01/12
0
1661042 K08/G01 F 251,000.00 ZZ
180 251,000.00 1
1642 HIGHLAND VALLEY CIRCLE 7.750 2,362.60 64
7.500 2,362.60 394,000.00
CHESTERFIELD MO 63005 2 11/05/97 00
0410608772 03 01/01/98 0
410608772 O 12/01/12
0
1661106 E45/G01 F 248,000.00 ZZ
180 247,226.04 1
305 ORCHARD LANE 7.125 2,246.46 77
6.875 2,246.46 325,000.00
CLARKSVILLE GA 30523 2 10/07/97 00
0430519256 05 12/01/97 0
33980 O 11/01/12
0
1661114 K08/G01 F 38,000.00 ZZ
180 38,000.00 1
3201 CONNECTICUT AVE 7.625 354.97 59
7.375 354.97 65,000.00
KENNER LA 70065 5 11/12/97 00
0410603732 05 01/01/98 0
410603732 O 12/01/12
0
1661159 450/450 F 273,000.00 ZZ
180 273,000.00 1
3770 FOXHUNT DR 7.125 2,472.92 57
6.875 2,472.92 480,000.00
ANN ARBOR MI 48105 2 11/13/97 00
4265070 05 01/01/98 0
4265070 O 12/01/12
0
1
1661183 106/106 F 305,000.00 ZZ
180 303,151.96 1
4235 HAVETURE WAY 7.500 2,827.39 58
7.250 2,827.39 530,000.00
SHINGLE SPRINGS CA 95682 1 09/09/97 00
6441166 05 11/01/97 0
6441166 O 10/01/12
0
1661185 106/106 F 331,600.00 ZZ
180 330,598.52 1
11735 FAIRFAX STATION ROAD 7.500 3,073.98 64
7.250 3,073.98 520,000.00
FAIRFAX STATION VA 22039 2 10/27/97 00
6490809 03 12/01/97 0
6490809 O 11/01/12
0
1661186 106/106 F 325,000.00 ZZ
180 323,974.63 1
10055 MEYDENBAUER WAY SE #4 7.000 2,921.20 71
6.750 2,921.20 460,000.00
BELLEVUE WA 98004 1 10/21/97 00
6492607 01 12/01/97 0
6492607 O 11/01/12
0
1661188 106/106 F 340,000.00 ZZ
120 338,062.53 1
675 HIGHWAY 92 NORTH 7.250 3,991.64 68
7.000 3,991.64 500,000.00
FAYETTEVILLE GA 30214 2 10/27/97 00
6500010 05 12/01/97 0
6500010 O 11/01/07
0
1661189 106/106 F 344,250.00 ZZ
180 343,115.90 1
26862 HESTER CREEK ROAD 6.500 2,998.79 53
6.250 2,998.79 650,000.00
LOS GATOS CA 95030 2 10/21/97 00
6503270 05 12/01/97 0
6503270 O 11/01/12
0
1661191 106/106 F 260,000.00 ZZ
180 259,214.76 1
750 JORDAN AVENUE 7.500 2,410.24 41
7.250 2,410.24 640,000.00
1
LOS ALTOS CA 94022 2 10/15/97 00
6507644 05 12/01/97 0
6507644 O 11/01/12
0
1661199 956/G01 F 300,000.00 ZZ
180 300,000.00 1
1445 DE FALCO WAY 7.750 2,823.83 70
7.500 2,823.83 430,000.00
SAN JOSE CA 95131 2 11/11/97 00
0430506212 05 01/01/98 0
2711103 O 12/01/12
0
1661201 956/G01 F 309,000.00 ZZ
180 309,000.00 1
44042 GEDDY COURT 7.375 2,842.56 62
7.125 2,842.56 500,000.00
FREMONT CA 94539 2 11/07/97 00
0430504274 05 01/01/98 0
8711030 O 12/01/12
0
1661202 956/G01 F 305,000.00 ZZ
180 305,000.00 1
6149 COUNTRY CLUB PARKWAY 7.875 2,892.77 73
7.625 2,892.77 420,000.00
SAN JOSE CA 95138 5 11/04/97 00
0430504266 01 01/01/98 0
1710157 O 12/01/12
0
1661305 A52/G01 F 78,500.00 ZZ
180 78,500.00 3
2308 SEVIERVILLE ROAD 7.250 716.60 73
7.000 716.60 108,800.00
MARYVILLE TN 37804 2 11/04/97 00
0430498113 05 01/01/98 0
238350 O 12/01/12
0
1661430 225/225 F 95,600.00 ZZ
180 95,317.56 1
5334 TERRACE OAK CIRCLE 7.750 899.86 75
7.500 899.86 127,500.00
FAIR OAKS CA 95628 1 10/27/97 00
8071720 03 12/01/97 0
8071720 O 11/01/12
0
1
1661575 G32/G01 F 325,000.00 ZZ
180 325,000.00 1
2707 ROYAL LYTHAM COURT 7.375 2,989.75 52
7.125 2,989.75 627,000.00
ST CHARLES IL 60174 1 11/24/97 00
0430521740 05 01/01/98 0
1001759 O 12/01/12
0
1661685 961/G01 F 113,800.00 ZZ
180 113,460.06 1
5134 MINTURN AVENUE 7.625 1,063.04 69
7.375 1,063.04 165,000.00
LAKEWOOD CA 90712 1 10/29/97 00
0430499517 05 12/01/97 0
09110637 O 11/01/12
0
1661697 A52/G01 F 30,000.00 ZZ
120 30,000.00 1
1493 SPRINGLEAF CIRCLE 7.500 356.11 37
7.250 356.11 83,000.00
SMYRNA GA 30080 1 11/25/97 00
0430499715 01 01/01/98 0
2380085 O 12/01/07
0
1661713 356/G01 F 245,562.00 ZZ
180 245,562.00 1
245 TONOPAH DRIVE 7.500 2,276.40 74
7.250 2,276.40 335,000.00
FREMONT CA 94539 5 10/30/97 00
0430521468 05 01/01/98 0
2443265 O 12/01/12
0
1661736 A52/G01 F 58,000.00 ZZ
180 58,000.00 1
997 GENTRY LANE 7.000 521.32 30
6.750 521.32 199,000.00
MARIETTA GA 30064 2 11/19/97 00
0430499467 05 01/01/98 0
238353 O 12/01/12
0
1661779 961/G01 F 280,000.00 ZZ
180 280,000.00 1
1
601 NOVELDA ROAD 7.875 2,655.66 80
7.625 2,655.66 350,000.00
ALHAMBRA CA 91801 2 11/12/97 00
0430502807 05 01/01/98 0
09110658 O 12/01/12
0
1661867 356/G01 F 295,000.00 ZZ
180 295,000.00 1
40636 CALIENTE WAY 7.625 2,755.69 71
7.375 2,755.69 420,000.00
FREMONT CA 94539 5 11/03/97 00
0430521047 03 01/01/98 0
2441244 O 12/01/12
0
1661868 356/G01 F 280,000.00 ZZ
180 280,000.00 1
3529 DARKNELL COURT 7.500 2,595.64 76
7.250 2,595.64 370,000.00
SAN JOSE CA 95148 2 11/04/97 00
0430521682 05 01/01/98 0
2444321 O 12/01/12
0
1661891 893/G01 F 427,500.00 ZZ
180 427,500.00 1
37 BOTANY COURT 7.875 4,054.62 52
7.625 4,054.62 835,000.00
REDWOOD CITY CA 94062 2 11/10/97 00
0430517813 05 01/01/98 0
232337 O 12/01/12
0
1662164 638/G01 F 243,750.00 ZZ
180 243,750.00 1
1391 VAN VECHTEN ROAD 7.500 2,259.59 75
7.250 2,259.59 325,000.00
EL CAJON CA 92019 2 10/30/97 00
0430503524 05 01/01/98 0
08675713 O 12/01/12
0
1662202 975/G01 F 300,000.00 ZZ
180 300,000.00 1
918 DEREK DRIVE 7.500 2,781.04 61
7.250 2,781.04 493,333.00
ARCADIA CA 91006 1 11/19/97 00
0430504613 05 01/01/98 0
1
972367 O 12/01/12
0
1662237 A52/G01 F 63,500.00 ZZ
180 63,500.00 1
ROUTE 1 BOX 8C 7.500 588.65 67
7.250 588.65 95,000.00
THOMASVILLE AL 36784 2 11/24/97 00
0430501148 05 01/01/98 0
7399069042 O 12/01/12
0
1662503 491/491 F 282,000.00 ZZ
180 282,000.00 1
4362 POINT REYES COURT 7.375 2,594.19 66
7.125 2,594.19 430,000.00
CARLSBAD CA 92008 2 11/04/97 00
63250934 05 01/01/98 0
63250934 O 12/01/12
0
1662513 491/491 F 464,000.00 ZZ
180 464,000.00 1
14 MEADOW RD 7.375 4,268.45 80
7.125 4,268.45 585,000.00
SUN VALLEY ID 83353 1 11/14/97 00
62680196 03 01/01/98 0
62680196 O 12/01/12
0
1662559 195/G01 F 305,600.00 ZZ
180 305,600.00 1
80 HOLLINGSWORTH AVE 7.250 2,789.71 80
7.000 2,789.71 382,000.00
BRAINTREE MA 02184 2 11/24/97 00
0430505511 05 01/01/98 0
55485 O 12/01/12
0
1662668 356/G01 F 404,250.00 T
180 404,250.00 1
761 BEAVER COURT 7.500 3,747.45 73
7.250 3,747.45 555,000.00
BYRON CA 94514 2 11/05/97 00
0430521633 03 01/01/98 0
2438349 O 12/01/12
0
1
1662697 267/267 F 420,000.00 ZZ
180 420,000.00 1
149 OSAGE AVENUE 7.125 3,804.50 41
6.875 3,804.50 1,040,000.00
LOS ALTOS CA 94022 2 11/04/97 00
4325046 05 01/01/98 0
4325046 O 12/01/12
0
1662718 267/267 F 396,000.00 ZZ
180 396,000.00 1
7609 SPY GLASS DRIVE 7.125 3,587.10 80
6.875 3,587.10 495,000.00
MODESTO CA 95356 2 11/03/97 00
4327200 05 01/01/98 0
4327200 O 12/01/12
0
1662760 367/367 F 423,876.91 ZZ
139 421,922.06 1
2907 Q STREET, N.W. 7.250 4,515.77 54
7.000 4,515.77 788,000.00
WASHINGTON DC 20007 5 11/03/97 00
75202061 07 12/01/97 0
75202061 O 06/01/09
0
1662808 G32/G01 F 256,500.00 ZZ
180 256,500.00 1
745 FOX HUNT TRAIL 7.625 2,396.04 71
7.375 2,396.04 365,000.00
DEERFIELD IL 60015 2 11/25/97 00
0430521211 05 01/01/98 0
1001526 O 12/01/12
0
1662911 559/G01 F 273,000.00 ZZ
180 273,000.00 1
111 LAGUNITAS ROAD 7.625 2,550.18 40
7.375 2,550.18 690,000.00
ROSS CA 94957 2 11/12/97 00
0430506980 05 01/01/98 0
5450077 O 12/01/12
0
1663131 956/G01 F 295,000.00 ZZ
180 295,000.00 1
3500 EDGEFIELD PLACE 7.625 2,755.68 70
7.375 2,755.68 422,000.00
1
CARMEL CA 93923 2 11/10/97 00
0430520197 05 01/01/98 0
2711072 O 12/01/12
0
1663260 514/G01 F 432,000.00 ZZ
180 432,000.00 1
6414 MACLAURIN DRIVE EAST 7.875 4,097.30 60
7.625 4,097.30 730,000.00
TAMPA FL 33647 2 11/24/97 00
0430523290 05 01/01/98 0
363845 O 12/01/12
0
1663391 F02/F02 F 323,100.00 ZZ
180 320,186.15 1
3910 COL VANDERHORST CIRCLE 7.625 3,018.17 90
7.375 3,018.17 359,000.00
MT PLEASANT SC 29464 1 08/18/97 14
601336497 03 10/01/97 12
601336497 O 09/01/12
0
1663402 F02/F02 F 277,500.00 ZZ
180 276,652.68 1
13293 BRIGHTON ROAD 7.375 2,552.79 75
7.125 2,552.79 370,000.00
BRIGHTON CO 80601 5 10/27/97 00
601740794 05 12/01/97 0
601740794 O 11/01/12
0
1663617 299/G01 F 450,000.00 ZZ
180 448,610.86 1
1101 LOS ALTOS AVENUE 7.250 4,107.89 57
7.000 4,107.89 800,000.00
LOS ALTOS CA 94022 2 10/24/97 00
0430518704 05 12/01/97 0
741641 O 11/01/12
0
1663622 299/G01 F 242,600.00 ZZ
180 241,130.04 1
9312 ARROWHEAD COURT 7.500 2,248.94 77
7.250 2,248.94 316,000.00
BRENTWOOD TN 37027 2 09/25/97 00
0430518951 05 11/01/97 0
728394 O 10/01/12
0
1
1663630 299/G01 F 398,000.00 ZZ
180 395,666.44 1
1735 ELK FOREST RD 7.875 3,774.84 79
7.625 3,774.84 509,000.00
ELKTON MD 21921 2 09/24/97 00
0430518928 05 11/01/97 0
694925 O 10/01/12
0
1663636 299/G01 F 250,000.00 ZZ
180 249,228.26 1
2821 WHITE PINE 7.250 2,282.16 61
7.000 2,282.16 410,000.00
NORTHBROOK IL 60062 2 10/24/97 00
0430518878 05 12/01/97 0
740946 O 11/01/12
0
1663643 299/G01 F 275,000.00 ZZ
180 274,187.53 1
1108 ALDERBROOK LANE 7.750 2,588.51 64
7.500 2,588.51 435,000.00
SAN JOSE CA 95129 2 10/23/97 00
0430518910 05 12/01/97 0
73411 O 11/01/12
0
1663644 299/G01 F 250,000.00 ZZ
180 249,211.25 1
475 WAGNER STREET 7.000 2,247.08 47
6.750 2,247.08 542,000.00
TRINIDAD CA 95570 1 10/29/97 00
0430518969 05 12/01/97 0
731486 O 11/01/12
0
1663645 299/G01 F 440,000.00 ZZ
180 437,304.74 1
735 HAVENWOOD CIRCLE 7.375 4,047.67 80
7.125 4,047.67 550,000.00
ST. LOUIS MO 63122 1 09/18/97 00
0430518977 05 11/01/97 0
725295 O 10/01/12
0
1663647 299/G01 F 286,000.00 ZZ
180 286,000.00 1
1
4623 GOODNIGHT 7.750 2,692.05 80
7.500 2,692.05 360,000.00
PUEBLO CO 81005 2 11/03/97 00
0430518902 05 01/01/98 0
741681 O 12/01/12
0
1663649 299/G01 F 270,000.00 ZZ
180 268,364.02 1
RR 1, BOX 506 7.500 2,502.94 90
7.250 2,502.94 302,000.00
BLOOMINGTON IL 61704 1 09/18/97 10
0430518779 05 11/01/97 12
718643 O 10/01/12
0
1663651 299/G01 F 600,000.00 ZZ
180 600,000.00 1
1197 MINE HILL ROAD 7.125 5,434.99 70
6.875 5,434.99 860,000.00
FAIRFIELD CT 06430 2 11/04/97 00
0430518753 05 01/01/98 0
735950 O 12/01/12
0
1663655 299/G01 F 315,000.00 ZZ
180 314,016.94 1
7523 PEAR TREE 7.125 2,853.37 66
6.875 2,853.37 479,000.00
SYLVANIA OH 43560 2 10/15/97 00
0430518894 05 12/01/97 0
741051 O 11/01/12
0
1663656 299/G01 F 241,700.00 ZZ
180 236,471.35 1
3921 TIMBERIDGE DRIVE 7.500 2,240.59 68
7.250 2,240.59 360,000.00
NORMAN OK 73072 2 08/25/97 00
0430518423 05 10/01/97 0
724670 O 09/01/12
0
1663660 299/G01 F 400,000.00 ZZ
180 398,791.95 1
8824 ROBINHOOD LANE 7.500 3,708.05 77
7.250 3,708.05 525,000.00
SAN DIEGO CA 92037 2 10/23/97 00
0430518720 05 12/01/97 0
1
731359 O 11/01/12
0
1663662 299/G01 F 377,500.00 ZZ
180 376,309.00 1
318 WESTMINISTER DRIVE 7.000 3,393.08 76
6.750 3,393.08 501,100.00
HOUSTON TX 77024 2 10/29/97 00
0430518696 03 12/01/97 0
734126 O 11/01/12
0
1663763 076/076 F 300,000.00 ZZ
180 299,083.98 1
929 SALEM END ROAD 7.375 2,759.77 50
7.125 2,759.77 600,000.00
FRAMINGHAM MA 01702 2 10/17/97 00
1301673 05 12/01/97 0
1301673 O 11/01/12
0
1663764 076/076 F 245,600.00 ZZ
180 244,874.39 1
18 MORTIMER TERRACE 7.750 2,311.78 80
7.500 2,311.78 308,000.00
QUINCY MA 02169 1 10/31/97 00
1301743 05 12/01/97 0
1301743 O 11/01/12
0
1663765 076/076 F 350,000.00 ZZ
180 348,954.51 1
12208 SWANHAVEN DRIVE 7.625 3,269.45 80
7.375 3,269.45 440,000.00
OKLAHOMA CITY OK 73170 2 10/16/97 00
6335742 03 12/01/97 0
6335742 O 11/01/12
0
1663766 076/076 F 450,000.00 ZZ
170 447,005.07 1
6303 NW 120TH DRIVE 7.500 4,305.30 48
7.250 4,305.30 950,000.00
CORAL SPRINGS FL 33076 1 09/26/97 00
7063075 03 11/01/97 0
7063075 O 12/01/11
0
1
1663767 076/076 F 240,000.00 ZZ
172 238,480.91 1
91 DEMENS STREET 7.875 2,332.06 77
7.625 2,332.06 312,000.00
OAKLAND FL 34760 1 09/19/97 00
7065629 05 11/01/97 0
7065629 O 02/01/12
0
1663768 076/076 F 391,200.00 T
173 388,669.50 1
87 VISTA BLUFFS 7.500 3,706.31 80
7.250 3,706.31 490,000.00
DESTIN FL 32541 1 10/01/97 00
7080102 03 11/01/97 0
7080102 O 03/01/12
0
1663769 076/076 F 280,000.00 ZZ
175 278,314.58 1
7341 SOUTH SERENOA DRIVE 8.125 2,735.70 78
7.875 2,735.70 359,000.00
SARASOTA FL 34241 1 09/30/97 00
7087120 03 11/01/97 0
7087120 O 05/01/12
0
1663770 076/076 F 375,000.00 ZZ
180 373,867.45 1
8220 E WOODLAND ROAD 7.500 3,476.30 75
7.250 3,476.30 500,000.00
TUCSON AZ 85749 5 10/03/97 00
7113997 05 12/01/97 0
7113997 O 11/01/12
0
1663771 076/076 F 600,000.00 T
180 598,207.72 1
2806 SE DUNE DRIVE 7.625 5,604.78 55
#1404 7.375 5,604.78 1,100,000.00
STUART FL 34996 1 10/24/97 00
7115203 01 12/01/97 0
7115203 O 11/01/12
0
1663772 076/076 F 272,000.00 ZZ
180 272,000.00 1
261 SUNSET DRIVE NORTH 7.500 2,521.47 58
7.250 2,521.47 475,000.00
1
ST PETERSBURG FL 33710 2 10/30/97 00
7116068 05 01/01/98 0
7116068 O 12/01/12
0
1663773 076/076 F 272,000.00 ZZ
180 271,169.48 1
2150 GOLDEN EAGLE DRIVE WEST 7.375 2,502.19 78
7.125 2,502.19 350,000.00
TALLAHASSEE FL 32312 1 10/15/97 00
7117781 03 12/01/97 0
7117781 O 11/01/12
0
1663774 076/076 F 480,000.00 ZZ
180 478,469.10 1
110 CAMPHOR TREE LANE 6.875 4,280.90 80
6.625 4,280.90 600,000.00
ALTAMONTE SPRIN FL 32714 1 10/22/97 00
7118643 03 12/01/97 0
7118643 O 11/01/12
0
1663775 076/076 F 500,000.00 ZZ
180 498,489.94 1
240 JACKSON STREET 7.500 4,635.06 75
7.250 4,635.06 672,500.00
NEWNAN GA 30263 5 09/29/97 00
8687542 05 12/01/97 0
8687542 O 11/01/12
0
1663776 076/076 F 317,900.00 ZZ
180 316,971.10 1
7027 ALTONBROUGH DRIVE 7.875 3,015.12 84
7.625 3,015.12 378,585.00
TOLEDO OH 43617 1 10/08/97 10
8759002 05 12/01/97 6
8759002 O 11/01/12
0
1663777 076/076 F 253,250.00 ZZ
180 252,501.79 1
8600 MEADOWBROOK DRIVE 7.750 2,383.78 65
7.500 2,383.78 395,000.00
FORT WORTH TX 76120 1 10/30/97 00
8935992 05 12/01/97 0
8935992 O 11/01/12
0
1
1663778 076/076 F 478,000.00 ZZ
180 476,508.25 1
1375 WALLER STREET 7.125 4,329.88 75
6.875 4,329.88 640,000.00
SAN FRANCISCO CA 94117 2 10/15/97 00
8937622 05 12/01/97 0
8937622 O 11/01/12
0
1663779 076/076 F 356,000.00 ZZ
180 356,000.00 1
5536 BLOSSOM VISTA AVENUE 7.625 3,325.51 80
7.375 3,325.51 445,000.00
SAN JOSE CA 95124 2 11/04/97 00
9018682 05 01/01/98 0
9018682 O 12/01/12
0
1663780 076/076 F 444,000.00 ZZ
180 442,644.29 1
55 MAIN STREET 7.375 4,084.46 74
7.125 4,084.46 600,000.00
RIDGEFIELD CT 06877 2 10/27/97 00
9051642 05 12/01/97 0
9051642 O 11/01/12
0
1663781 076/076 F 296,000.00 ZZ
180 295,106.04 1
10423 N GAZEBO HILLS PARKWAY 7.500 2,743.96 54
7.250 2,743.96 555,000.00
MEQUON WI 53092 2 10/28/97 00
9083042 05 12/01/97 0
9083042 O 11/01/12
0
1663782 076/076 F 307,600.00 ZZ
180 306,650.45 1
2135 E 31ST PLACE 7.250 2,807.97 80
7.000 2,807.97 387,500.00
TULSA OK 74105 1 10/17/97 00
9084742 05 12/01/97 0
9084742 O 11/01/12
0
1663783 076/076 F 460,000.00 ZZ
180 458,595.43 1
1
8545 ISLAND VIEW COURT NE 7.375 4,231.65 80
7.125 4,231.65 575,000.00
OLYMPIA WA 98506 2 10/24/97 00
9091392 05 12/01/97 0
9091392 O 11/01/12
0
1663784 076/076 F 368,000.00 ZZ
180 366,888.59 1
3220 SUNSET BEACH DRIVE NW 7.500 3,411.41 80
7.250 3,411.41 460,000.00
OLYMPIA WA 98502 1 10/15/97 00
9091502 05 12/01/97 0
9091502 O 11/01/12
0
1663944 560/560 F 356,000.00 ZZ
180 354,959.76 1
1660 FEATHERSTONE DRIVE 7.875 3,376.49 80
7.625 3,376.49 445,000.00
TOWN & COUNTRY MO 63131 2 10/31/97 00
450909270 03 12/01/97 0
450909270 O 11/01/12
0
1663945 560/560 F 574,600.00 ZZ
180 572,902.38 1
1335 NORTH AVIGNON DRIVE 7.750 5,408.58 45
7.500 5,408.58 1,300,000.00
GLADWYNE PA 19035 2 10/27/97 00
450913645 05 12/01/97 0
450913645 O 11/01/12
0
1663946 560/560 F 350,000.00 T
180 348,942.95 1
210 OFFERSON RD R 335 7.500 3,244.55 59
7.250 3,244.55 602,000.00
BEAVER CREEK CO 81620 1 10/31/97 00
450916218 01 12/01/97 0
450916218 O 11/01/12
0
1663947 560/560 F 441,750.00 ZZ
180 440,401.15 1
1001 PIONEER 7.375 4,063.77 75
7.125 4,063.77 589,000.00
SHERIDAN WY 82801 1 10/22/97 00
450918107 05 12/01/97 0
1
450918107 O 11/01/12
0
1663948 560/560 F 243,000.00 ZZ
180 241,569.95 1
18036 PHEASANT LAKE 7.750 2,287.31 76
7.500 2,287.31 320,000.00
TINLEY PARK IL 60477 2 10/31/97 00
450920004 05 12/01/97 0
450920004 O 11/01/12
0
1663951 560/560 F 245,000.00 ZZ
180 244,260.06 1
2682 COPA DE ORO 7.500 2,271.19 78
7.250 2,271.19 315,000.00
LOS ALAMITOS CA 90720 2 10/28/97 00
450921259 05 12/01/97 0
450921259 O 11/01/12
0
1663952 560/560 F 348,000.00 ZZ
180 348,000.00 1
21 WEXFORD GLEN 6.500 3,031.46 80
6.250 3,031.46 435,000.00
PITTSFORD NY 14534 1 11/07/97 00
450922471 05 01/01/98 0
450922471 O 12/01/12
0
1663953 560/560 F 536,250.00 ZZ
180 534,630.45 1
4318 FAIRWAY DRIVE 7.500 4,971.11 65
7.250 4,971.11 825,000.00
LAKEWOOD CA 90712 2 10/29/97 00
450924709 05 12/01/97 0
450924709 O 11/01/12
0
1663954 560/560 F 289,908.00 ZZ
180 288,963.15 1
5215 SEWARD ROAD 6.625 2,545.38 49
6.375 2,545.38 600,000.00
BRENTWOOD TN 37027 2 11/05/97 00
450925144 05 12/01/97 0
450925144 O 11/01/12
0
1
1663955 560/560 F 344,000.00 ZZ
180 344,000.00 1
1836 N MAUD AVENUE 1 7.500 3,188.93 64
7.250 3,188.93 540,000.00
CHICAGO IL 60614 2 11/06/97 00
450925961 05 01/01/98 0
450925961 O 12/01/12
0
1663956 560/560 F 560,000.00 ZZ
180 560,000.00 1
12130 LILAC DRIVE 7.500 5,191.27 78
7.250 5,191.27 720,000.00
ANCHORAGE AK 99516 2 11/05/97 00
450927934 03 01/01/98 0
450927934 O 12/01/12
0
1663957 560/560 F 280,000.00 ZZ
180 280,000.00 1
45 STEWART DRIVE 7.125 2,536.33 58
6.875 2,536.33 484,000.00
ATLANTA GA 30342 1 11/17/97 00
450933189 05 01/01/98 0
450933189 O 12/01/12
0
1663958 560/560 F 638,500.00 ZZ
180 638,500.00 1
2211 WOODWORTH CIRCLE 7.500 5,918.98 76
7.250 5,918.98 846,000.00
ANCHORAGE AK 99517 2 11/13/97 00
450933809 05 01/01/98 0
450933809 O 12/01/12
0
1663959 560/560 F 250,000.00 ZZ
180 250,000.00 1
4577 CLEARVIEW 7.250 2,282.16 56
7.000 2,282.16 450,000.00
CLARKSTON MI 48348 2 11/20/97 00
450946264 05 01/01/98 0
450946264 O 12/01/12
0
1663960 560/560 F 319,000.00 ZZ
180 319,000.00 1
21264 MT. FALCON ROAD 7.250 2,912.04 64
7.000 2,912.04 500,000.00
1
INDIAN HILLS CO 80454 2 11/21/97 00
450953336 05 01/01/98 0
450953336 O 12/01/12
0
1664148 964/G01 F 517,500.00 ZZ
180 517,500.00 1
22725 HIDDEN HILLS ROAD 7.625 4,834.13 67
7.375 4,834.13 775,000.00
YORBA LINDA CA 92887 2 11/17/97 00
0430516906 05 01/01/98 0
29156 O 12/01/12
0
1664178 975/G01 F 413,000.00 ZZ
180 413,000.00 1
5252 LOS GRANDES WAY 7.625 3,857.96 70
7.375 3,857.96 590,000.00
LOS ANGELES CA 90027 1 11/24/97 00
0430519868 03 01/01/98 0
972463 O 12/01/12
0
1664484 638/G01 F 397,500.00 ZZ
180 397,500.00 1
6661 EAST CANYON HILLS ROAD 7.625 3,713.17 69
7.375 3,713.17 580,000.00
ANAHEIM CA 92807 2 11/10/97 00
0430520312 03 01/01/98 0
08677166 O 12/01/12
0
1664536 F02/F02 F 254,000.00 ZZ
180 253,215.91 1
1590 N 300 E 7.250 2,318.67 72
7.000 2,318.67 355,000.00
LEHI UT 84043 5 10/27/97 00
601655520 05 12/01/97 0
601655520 O 11/01/12
0
1665585 074/074 F 345,000.00 ZZ
180 336,658.99 1
6 SANDPIPER COURT 7.750 3,247.41 27
7.500 3,247.41 1,300,000.00
OLD WESTBURY NY 11568 2 03/03/97 00
1106045710 05 05/01/97 0
1106045710 O 04/01/12
0
1
1665588 074/G01 F 414,000.00 ZZ
180 412,749.67 1
12851 EVANSTON 7.500 3,837.83 28
7.250 3,837.83 1,500,000.00
LOS ANGELES CA 90049 5 11/06/97 00
0430521476 05 12/01/97 0
1113067020 O 11/01/12
0
1665590 074/074 F 240,000.00 ZZ
180 239,314.08 1
160 W 66TH STREET UN 8.125 2,310.92 67
7.875 2,310.92 360,000.00
NEW YORK NY 10023 1 11/06/97 00
1500393619 01 12/01/97 0
1500393619 O 11/01/12
0
1665596 074/G01 F 255,000.00 ZZ
180 254,229.86 1
18022 PANORAMA DRIVE 7.500 2,363.89 71
7.250 2,363.89 360,000.00
GLENCOE MO 63038 5 10/09/97 00
0430521500 03 12/01/97 0
1504168818 O 11/01/12
0
1665597 074/074 F 280,000.00 ZZ
180 280,000.00 1
89 DUCK FARM ROAD 7.625 2,615.57 67
7.375 2,615.57 420,000.00
FAIRFIELD CT 06430 5 11/10/97 00
1580067300 05 01/01/98 0
1580067300 O 12/01/12
0
1665599 074/G01 F 375,000.00 ZZ
180 373,879.82 1
2255 BURNING RIDGE DRIVE 7.625 3,502.99 69
7.375 3,502.99 545,000.00
FRANKTOWN CO 80116 2 11/14/97 00
0430521534 05 12/01/97 0
1506337009 O 11/01/12
0
1665604 074/G01 F 93,800.00 ZZ
180 93,519.81 1
1
382 W VALLEY CIRCLE 7.625 876.21 78
7.375 876.21 121,500.00
GRAND JUNCTION CO 81503 5 11/12/97 00
0430521559 05 12/01/97 0
1513197409 O 11/01/12
0
1665608 074/G01 F 400,000.00 ZZ
180 398,791.95 1
21036 BANK MILL ROAD 7.500 3,708.05 30
7.250 3,708.05 1,337,500.00
SARATOGA CA 95070 5 11/05/97 00
0430521567 05 12/01/97 0
1561374607 O 11/01/12
0
1665625 074/G01 F 390,000.00 ZZ
180 388,822.15 1
2228 RIDGEPOINTE COURT 7.500 3,615.35 64
7.250 3,615.35 611,000.00
WALNUT CREEK CA 94596 2 11/01/97 00
0430521666 05 12/01/97 0
1561374811 O 11/01/12
0
1665627 074/G01 F 400,000.00 ZZ
180 359,721.95 1
325 TWIN PEAKS BLVD. 7.500 3,708.05 49
7.250 3,708.05 820,000.00
SAN FRANCISCO CA 94114 5 11/04/97 00
0430521674 05 12/01/97 0
1596047210 O 11/01/12
0
TOTAL NUMBER OF LOANS : 758
TOTAL ORIGINAL BALANCE : 231,789,759.91
TOTAL PRINCIPAL BALANCE : 230,305,029.43
TOTAL ORIGINAL P+I : 2,146,512.79
TOTAL CURRENT P+I : 2,146,512.79
***************************
* END OF REPORT *
***************************
1
RUN ON : 12/19/97 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.45.12 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1997-S19 CUTOFF : 12/01/97
POOL : 0004275
:
:
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
---------------------------------------------------------------
1604064 .2500
36,605.75 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
6.5000 1.3450
1614935 .2500
245,905.13 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1632853 .2500
290,240.48 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1636350 .2500
49,722.62 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
6.5000 1.7200
1638119 .2500
74,773.49 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1638435 .2500
386,520.94 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1
1638439 .2500
485,434.69 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1639213 .2500
594,529.74 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1641189 .2500
538,351.16 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1643569 .2500
304,868.73 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1643583 .2500
485,043.13 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1643619 .2500
250,356.97 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1643635 .2500
467,152.21 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1643880 .2500
327,838.88 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
6.5000 1.3450
1
1645168 .2500
196,839.08 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1646778 .2500
534,344.97 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1647113 .2500
613,302.15 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1647231 .2500
378,681.49 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1647950 .2500
573,338.33 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
6.5000 1.2200
1648114 .2500
278,246.53 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1648492 .2500
525,272.07 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1648499 .2500
260,251.92 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1
1648500 .2500
344,089.38 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
6.5000 1.2200
1648502 .2500
346,774.16 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1648505 .2500
372,031.97 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1648507 .2500
262,791.24 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1648511 .2500
272,381.96 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1648515 .2500
354,495.40 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1648519 .2500
224,997.03 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1648521 .2500
370,525.24 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1
1648530 .2500
333,989.84 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1648533 .2500
504,006.23 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1648536 .2500
225,222.79 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1648537 .2500
318,731.10 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1648539 .2500
271,528.91 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1648540 .2500
293,173.18 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1648543 .2500
288,242.68 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5000 .0950
1648545 .2500
449,231.23 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1
1648552 .2500
301,601.83 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
6.5000 1.3450
1648559 .2500
297,204.90 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1648564 .2500
452,243.05 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1648565 .2500
287,168.72 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1648571 .2500
257,577.57 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1648575 .2500
317,082.52 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1648576 .2500
936,136.60 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1648578 .2500
987,539.80 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1
1648580 .2500
376,572.96 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1648582 .2500
307,777.87 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1648583 .2500
307,173.69 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1648584 .2500
297,294.47 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1648589 .2500
445,669.61 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5000 .0950
1648591 .2500
996,913.04 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1648594 .2500
406,398.07 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1648595 .2500
258,389.91 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1
1648597 .2500
382,615.84 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1648598 .2500
506,772.55 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1648599 .2500
496,834.77 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1648603 .2500
695,804.59 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1648605 .2500
458,595.43 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1648606 .2500
372,470.28 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1648617 .2500
240,808.50 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1648630 .2500
346,808.99 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1
1648633 .2500
248,247.98 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1648634 .2500
292,005.64 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1648638 .2500
276,126.07 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1648639 .2500
358,213.26 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1648640 .2500
481,365.55 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1648647 .2500
295,100.08 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5000 .0950
1648648 .2500
433,358.21 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1648659 .2500
351,945.54 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1
1648668 .2500
497,189.91 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1648671 .2500
252,672.07 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1648672 .2500
594,287.90 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1648674 .2500
346,937.41 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1648675 .2500
495,239.89 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1648678 .2500
535,130.01 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1648681 .2500
496,869.92 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1648685 .2500
255,226.84 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1
1648687 .2500
416,170.78 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1648688 .2500
498,506.43 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1648690 .2500
385,623.26 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1648693 .2500
172,321.69 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1648699 .2500
439,789.42 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1648701 .2500
264,490.53 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1648705 .2500
297,294.47 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1649338 .2500
293,112.08 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1
1649340 .2500
398,778.63 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1649384 .2500
29,912.35 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1649635 .2500
274,160.31 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1650247 .2500
106,200.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1650458 .2500
310,330.43 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1650652 .2500
395,614.68 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1650656 .2500
647,949.28 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1650657 .2500
446,136.72 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1
1650660 .2500
337,939.88 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1650661 .2500
473,565.44 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1650666 .2500
222,627.87 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1650667 .2500
262,103.23 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1650668 .2500
219,137.98 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1650669 .2500
394,547.19 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1650673 .2500
363,733.51 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1650676 .2500
298,202.03 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1
1650683 .2500
258,158.57 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1650684 .2500
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1
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1
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1
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1
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1
1660476 .2500
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1660516 .2500
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290,300.00 .0300
7.8750 .0000
7.6250 .0000
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6.5000 1.0950
1660683 .2500
298,101.50 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1
1660687 .2500
324,028.66 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1660689 .2500
238,032.81 .0300
8.3750 .0000
8.1250 .0000
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6.5000 1.5950
1660690 .2500
321,969.83 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5000 .0950
1660692 .2500
284,725.81 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1660824 .2500
59,817.19 .0300
7.4000 .0000
7.1500 .0000
7.1200 .0000
6.5000 .6200
1660825 .2500
316,076.75 .0300
7.4000 .0000
7.1500 .0000
7.1200 .0000
6.5000 .6200
1660867 .2500
647,993.47 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1661042 .2500
251,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1
1661106 .2500
247,226.04 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1661114 .2500
38,000.00 .0300
7.6250 .0000
7.3750 .0000
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273,000.00 .0300
7.1250 .0000
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6.5000 .3450
1661183 .2500
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7.5000 .0000
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6.5000 .7200
1661185 .2500
330,598.52 .0300
7.5000 .0000
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6.5000 .7200
1661186 .2500
323,974.63 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1661188 .2500
338,062.53 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1661189 .2500
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6.5000 .0000
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1
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7.7500 .0000
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1661575 .2500
325,000.00 .0300
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1661685 .2500
113,460.06 .0300
7.6250 .0000
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6.5000 .8450
1
1661697 .2500
30,000.00 .0300
7.5000 .0000
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6.5000 .7200
1661713 .2500
245,562.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1661736 .2500
58,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1661779 .2500
280,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1661867 .2500
295,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1661868 .2500
280,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1661891 .2500
427,500.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1662164 .2500
243,750.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1
1662202 .2500
300,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1662237 .2500
63,500.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1662503 .2500
282,000.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1662513 .2500
464,000.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1662559 .2500
305,600.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1662668 .2500
404,250.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1662697 .2500
420,000.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1662718 .2500
396,000.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1
1662760 .2500
421,922.06 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1662808 .2500
256,500.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1662911 .2500
273,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1663131 .2500
295,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1663260 .2500
432,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1663391 .2500
320,186.15 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1663402 .2500
276,652.68 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1663617 .2500
448,610.86 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1
1663622 .2500
241,130.04 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1663630 .2500
395,666.44 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1663636 .2500
249,228.26 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1663643 .2500
274,187.53 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1663644 .2500
249,211.25 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1663645 .2500
437,304.74 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1663647 .2500
286,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1663649 .2500
268,364.02 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1
1663651 .2500
600,000.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1663655 .2500
314,016.94 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1663656 .2500
236,471.35 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1663660 .2500
398,791.95 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1663662 .2500
376,309.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1663763 .2500
299,083.98 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1663764 .2500
244,874.39 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1663765 .2500
348,954.51 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1
1663766 .2500
447,005.07 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1663767 .2500
238,480.91 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1663768 .2500
388,669.50 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1663769 .2500
278,314.58 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
6.5000 1.3450
1663770 .2500
373,867.45 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1663771 .2500
598,207.72 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1663772 .2500
272,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1663773 .2500
271,169.48 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1
1663774 .2500
478,469.10 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5000 .0950
1663775 .2500
498,489.94 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1663776 .2500
316,971.10 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1663777 .2500
252,501.79 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1663778 .2500
476,508.25 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1663779 .2500
356,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1663780 .2500
442,644.29 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1663781 .2500
295,106.04 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1
1663782 .2500
306,650.45 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1663783 .2500
458,595.43 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1663784 .2500
366,888.59 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1663944 .2500
354,959.76 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1663945 .2500
572,902.38 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1663946 .2500
348,942.95 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1663947 .2500
440,401.15 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1663948 .2500
241,569.95 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1
1663951 .2500
244,260.06 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1663952 .2500
348,000.00 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1663953 .2500
534,630.45 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1663954 .2500
288,963.15 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1663955 .2500
344,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1663956 .2500
560,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1663957 .2500
280,000.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1663958 .2500
638,500.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1
1663959 .2500
250,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1663960 .2500
319,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1664148 .2500
517,500.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1664178 .2500
413,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1664484 .2500
397,500.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1664536 .2500
253,215.91 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1665585 .2500
336,658.99 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1665588 .2500
412,749.67 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1
1665590 .2500
239,314.08 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
6.5000 1.3450
1665596 .2500
254,229.86 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1665597 .2500
280,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1665599 .2500
373,879.82 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1665604 .2500
93,519.81 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1665608 .2500
398,791.95 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1665625 .2500
388,822.15 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1
1665627 .2500
359,721.95 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
TOTAL NUMBER OF LOANS: 758
TOTAL BALANCE........: 230,305,029.43
1
RUN ON : 12/19/97 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.45.12 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1997-S19 FIXED SUMMARY REPORT CUTOFF : 12/01/97
POOL : 0004275
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
------------------------------------------------------------------
CURR NOTE RATE 7.4154 6.2500 8.6250
RFC NET RATE 7.1654 6.0000 8.3750
NET MTG RATE(INVSTR RATE) 7.1354 5.9700 8.3450
POST STRIP RATE 6.4965 5.9700 6.5000
SUB SERV FEE .2500 .2500 .2500
MSTR SERV FEE .0300 .0300 .0300
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .6389 .0000 1.8450
TOTAL NUMBER OF LOANS: 758
TOTAL BALANCE........: 230,305,029.43
***************************
* END OF REPORT *
***************************
F-1
<PAGE>
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented or
otherwise modified from time to time, this "Contract") is made this _________
day of _______, 19____, by and between Residential Funding Corporation, its
successors and assigns ("Residential Funding") and _____________________ (the
"Seller/Servicer," and, together with Residential Funding, the "parties" and
each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service
Loans for, Residential Funding, and Residential Funding desires to purchase
Loans from the Seller/Servicer and/or have the Seller/Servicer service various
of its Loans, pursuant to the terms of this Contract and the Residential Funding
Seller and Servicer Guides incorporated herein by reference, as amended,
supplemented or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the terms,
conditions and agreements set forth below, the parties agree as follows:
(1) Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and read the
Guides. All provisions of the Guides are incorporated by reference into and made
a part of this Contract, and shall be binding upon the parties; provided,
however, that the Seller/Servicer shall be entitled to sell Loans to and/or
service Loans for Residential Funding only if and for so long as it shall have
been authorized to do so by Residential Funding in writing. Specific reference
in this Contract to particular provisions of the Guides and not to other
provisions does not mean that those provisions of the Guides not specifically
cited in this Contract are not applicable. All terms used herein shall have the
same meanings as such terms have in the Guides, unless the context clearly
requires otherwise.
(2) Amendments.
This Contract may not be amended or modified orally, and no provision of
this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties hereto.
(3) Representations and Warranties.
(A) Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each represents and
warrants to the other that as of the date of this Contract:
(1) Each party is duly organized, validly existing, and in good standing
under the laws of its jurisdiction of organization, is qualified, if necessary,
to do business and in good standing in each jurisdiction in which it is required
to be so qualified, and has the requisite power and authority to enter into this
Contract and all other agreements which are contemplated by this Contract and to
carry out its obligations hereunder and under the Guides and under such other
agreements.
(2) This Contract has been duly authorized, executed and delivered by each
party and constitutes a valid and legally binding agreement of each party
enforceable in accordance with its terms.
(3) There is no action, proceeding or investigation pending or threatened,
and no basis therefor is known to either party, that could affect the validity
or prospective validity of this Contract.
(4) Insofar as its capacity to carry out any obligation under this Contract
is concerned, neither party is in violation of any charter, articles of
incorporation, bylaws, mortgage, indenture, indebtedness, agreement, instrument,
judgment, decree, order, statute, rule or regulation and none of the foregoing
adversely affects its capacity to fulfill any of its obligations under this
Contract. Its execution of, and performance pursuant to, this Contract will not
result in a violation of any of the foregoing.
(B) Seller/Servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants made by
the Seller/Servicer pursuant to subparagraph (a) of this paragraph 3, the
Seller/Servicer makes the representations, warranties and covenants set forth in
the Guides and, upon request, agrees to deliver to Residential Funding the
certified Resolution of Board of Directors which authorizes the execution and
delivery of this Contract.
(4) Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default shall
occur, Residential Funding may, at its option, exercise one or more of those
remedies set forth in the Guides.
(5) Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
(6) Prior Agreements Superseded.
This Contract restates, amends and supersedes any and all prior
Seller Contracts or Servicer Contracts between the parties except that any
subservicing agreement executed by the Seller/Servicer in connection with any
loan-security exchange transaction shall not be affected.
(7) Assignment.
This Contract may not be assigned or transferred, in whole or in part, by
the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment or Loan.
(8) Notices.
All notices, requests, demands or other communications that are to be
given under this Contract shall be in writing, addressed to the appropriate
parties and sent by telefacsimile or by overnight courier or by United States
mail, postage prepaid, to the addresses and telefacsimile numbers specified
below. However, another name, address and/or telefacsimile number may be
substituted by the Seller/Servicer pursuant to the requirements of this
paragraph 8, or Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate
address or telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (_____) _____-________
(9) Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of any
state or federal court located in Hennepin County, Minnesota, over any action,
suit or proceeding to enforce or defend any right under this Contract or
otherwise arising from any loan sale or servicing relationship existing in
connection with this Contract, and each of the parties irrevocably agrees that
all claims in respect of any such action or proceeding may be heard or
determined in such state or federal court. Each of the parties irrevocably
waives the defense of an inconvenient forum to the maintenance of any such
action or proceeding and any other substantive or procedural rights or remedies
it may have with respect to the maintenance of any such action or proceeding in
any such forum. Each of the parties agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in any other
jurisdiction by suit on the judgment or in any other manner provided by law.
Each of the parties further agrees not to institute any legal actions or
proceedings against the other party or any director, officer, employee,
attorney, agent or property of the other party, arising out of or relating to
this Contract in any court other than as hereinabove specified in this paragraph
9.
(10) Miscellaneous.
This Contract, including all documents incorporated by reference
herein, constitutes the entire understanding between the parties hereto and
supersedes all other agreements, covenants, representations, warranties,
understandings and communications between the parties, whether written or oral,
with respect to the transactions contemplated by this Contract. All paragraph
headings contained herein are for convenience only and shall not be construed as
part of this Contract. Any provision of this Contract that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining portions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction, and, to this end, the provisions hereof are
severable. This Contract shall be governed by, and construed and enforced in
accordance with, applicable federal laws and the laws of the State of Minnesota.
G-1
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the
Seller/Servicer and Residential Funding have executed this Seller/Servicer
Contract as of the date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By: By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING
CORPORATION
By: By:
(Signature) (Signature)
By: By:
(Typed Name) (Typed Name)
Title: Title:
G-2
<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
H-1
<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-S19, 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.
(11) That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer], (ii) will endeavor to remain other than
a disqualified organization for so long as it retains its ownership interest in
the Class R Certificates, and (iii) is acquiring the Class R Certificates for
its own account or for the account of another Owner from which it has received
an affidavit and agreement in substantially the same form as this affidavit and
agreement. (For this purpose, a "disqualified organization" means an electing
large partnership under Section 775 of the Code, the United States, any state or
political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income).
(12) 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, with respect to transfers to
electing large partnerships, on such partnership), or, if such transfer is
through an agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person (other than
transfers with respect to electing large partnerships) otherwise liable for the
tax shall be relieved of liability for the tax if the transferee furnishes to
such person an affidavit that the transferee is not a disqualified organization
and, at the time of transfer, such person does not have actual knowledge that
the affidavit is false; and (iv) that the Class R Certificates may be
"noneconomic residual interests" within the meaning of Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.
(13) 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.)
(14) 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.
(15) 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.
(16) 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.
(17) 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.
(18) The Owner's Taxpayer Identification Number is ______________.
(19) 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.
(20) 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.
(21) 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.
(22) 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.
(23) The Purchaser is not an employee benefit plan or other plan subject to
the prohibited transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code"), or an investment manager, named fiduciary or a
trustee of any such plan, or any other Person acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any such plan.
I-1-1
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ________ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed the same as his free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this _______ day of ________________, 199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ____ day of
_______________, 19__.
I-1-2
<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-S19
Re: Mortgage Pass-Through Certificates,
Series 1997-S19, 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-S19, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 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.
(24) 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.
(25) The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has historically
paid its debts as they become due and has found no significant evidence to
indicate that 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.
(26) The Seller has no actual knowledge that the proposed Transferee is not
both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
I-2-1
<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, Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1997-S19
Re: Mortgage Pass-Through Certificates,
Series 1997-S19, [Class B-]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1997-S19, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 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 Servicing
Agreement contains restrictions regarding the transfer of the Certificates
and (e) the Certificates will bear a legend to the foregoing effect.
(27) 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.
(28) 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.
(29) 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.]
(30) 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.
(31) 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. '
2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to
purchase the Certificates is an "insurance company general account" (within the
meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the
purchase is being made in reliance upon the availability of the exemptive relief
afforded under Sections I and III of PTCE 95-60.
In addition, the Purchaser hereby certifies, represents and warrants
to, and covenants with, the Company, the Trustee and the Master Servicer that
the Purchaser will not transfer such Certificates to any Plan or person unless
such Plan or person meets the requirements set forth in either 6(a) or (b)
above.
Very truly yours,
By:
Name:
Title:
J-1-1
<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-S19
Re: Mortgage Pass-Through Certificates,
Series 1997-S19, [Class M-]
Ladies and Gentlemen:
____________________ (the "Purchaser") intends to purchase from
________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1997-S19, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 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, on behalf of or
purchasing any Certificate with "plan assets" of any Plan within the
meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. '
2510.3-101; or
(b) The Purchaser is an insurance company, the source of funds to be used
by it to purchase the Certificates is an "insurance company general account"
(within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Sections I and III of PTCE 95-60.
In addition, the Purchaser hereby certifies, represents and warrants
to, and covenants with, the Company, the Trustee and the Master Servicer that
the Purchaser will not transfer such Certificates to any Plan or person unless
such Plan or person meets the requirements set forth in either (a) or (b) above.
Very truly yours,
By:
Name:
Title:
J-2-1
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
____________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1997-S19
Re: Mortgage Pass-Through Certificates,
Series 1997-S19, [Class B-]
Ladies and Gentlemen:
In connection with the sale by ____________ the "Seller") to ______________
the "Purchaser") of $ _________________ Certificate Principal Balance of
Mortgage Pass-Through Certificates, Series 1997-S19, Class (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of December 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
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:
K-1
<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
===============================================
===============================================
The undersigned seller, as registered holder (the "Seller"), intends
to transfer the Rule 144A Securities described above to the undersigned buyer
(the "Buyer").
(1) In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
(2) The Buyer warrants and represents to, and covenants with, the Seller,
the Trustee and the Master Servicer (as defined in the Pooling and Servicing
Agreement (the "Agreement"), dated as of December 1, 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 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
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:
L-1
<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
(1) As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
(2) In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis $______________________ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
-----------------
___ Bank. The Buyer (a) is a national bank or banking institution
organized under the laws of any State, territory or the District of
Columbia, the business of which is substantially confined to banking
and is supervised by the State or territorial banking commission or
similar official or is a foreign bank or equivalent institution, and
(b) has an audited net worth of at least $25,000,000 as demonstrated
in its latest annual financial statements, a copy of which is attached
hereto. ---- ----------------------------------
L-2
<PAGE>
___ Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association
or similar institution, which is supervised and examined by a State or
Federal authority having supervision over any such institutions or is
a foreign savings and loan association or equivalent institution and
(b) has an audited net worth of at least $25,000,000 as demonstrated
in its latest annual financial statements. ----------------
___ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15
of the Securities Exchange Act of 1934. -------------
___ Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the District of
Columbia. -----------------
___ State or Local Plan. The Buyer is a plan established and maintained by
a State, its political subdivisions, or any agency or instrumentality
of the State or its political subdivisions, for the benefit of its
employees. -------------------
___ ERISA Plan. The Buyer is an employee benefit plan within the meaning
of Title I of the Employee Retirement Income Security Act of 1974.
----------
___ Investment Adviser. The Buyer is an investment adviser registered
under the Investment Advisers Act of 1940. ------------------
___ SBIC. The Buyer is a Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958. ----
___ Business Development Company. The Buyer is a business development
company as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940. ----------------------------
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established
and maintained by a State, its political subdivisions, or any agency
or instrumentality of the State or its political subdivisions, for the
benefit of its employees, or (b) employee benefit plans within the
meaning of Title I of the Employee Retirement Income Security Act of
1974, but is not a trust fund that includes as participants individual
retirement ---------- accounts or H.R. 10 plans.
(3) The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part of an
unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps. ----------
- ----------------
(4) For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
(5) The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
(6) If the answer to the foregoing question is "no", the Buyer agrees that,
in connection with any purchase of securities sold to the Buyer for the account
of a third party (including any separate account) in reliance on Rule 144A, the
Buyer will only purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A. In addition,
the Buyer agrees that the Buyer will not purchase securities for a third party
unless the Buyer has obtained a current representation letter from such third
party or taken other appropriate steps contemplated by Rule 144A to conclude
that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
(7) The Buyer will notify each of the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice is given, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
L-3
<PAGE>
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
(1) As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
(2) In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in
the aggregate $______________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule
144A).
(3) The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
- ------------------------------
(4) The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer's Family of
Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii)
loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps. ----------
(5) The Buyer is familiar with Rule 144A and understands that each of the
parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.
(6) The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
L-4
<PAGE>
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 13.01(E) FOR A
LIMITED GUARANTY]
ARTICLE 12
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).
(a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination
Date, the Master Servicer shall determine whether any Realized Losses
(other than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess
Fraud Losses and Extraordinary Losses) will be allocated to the Class B
Certificates on such Distribution Date pursuant to Section 4.05, and, if
so, the Master Servicer shall demand payment from Residential Funding of
the amount of such Realized Loss and shall distribute the same to the
Class B Certificateholders in the same manner as if such amount were to be
distributed pursuant to Section 4.02(a); provided, however, that the
amount of such demand in respect of any Distribution Date shall in no
event be greater than the sum of (i) the additional amount of Accrued
Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or
Losses not occurred plus (ii) the amount of the reduction in the
Certificate Principal Balances of the Class B Certificates on such
Distribution Date due to such Realized Loss or Losses. Notwithstanding
such payment, such Realized Losses shall be deemed to have been borne by
the Certificateholders for purposes of Section 4.05. Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary
Losses allocated to the Class B Certificates will not be covered by the
Subordinate Certificate Loss Obligation.
(b) 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 13.02.
Residential Funding's obligations as described in this Section are referred
to herein as the "Subordinate Certificate Loss Obligation."
(c) 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.
(d) 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.
(e) The Company shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy
or similar instrument or a reserve fund; provided that (i) the Company
obtains (subject to the provisions of Section 10.01(f) as if the Company
was substituted for the Master Servicer solely for the purposes of such
provision) an Opinion of Counsel (which need not be an opinion of
Independent counsel) to the effect that obtaining such substitute
corporate guaranty, irrevocable letter of credit, surety bond, insurance
policy or similar instrument or reserve fund will not cause either (a) any
federal tax to be imposed on the Trust Fund, including without limitation,
any federal tax imposed on "prohibited transactions" under Section
860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to
qualify as a REMIC at any time that any Certificate is outstanding, and
(ii) no such substitution shall be made unless (A) the substitute Limited
Guaranty or Subordinate Certificate Loss Obligation is for an initial
amount not less than the then current Amount Available and contains
provisions that are in all material respects equivalent to the original
Limited Guaranty or Subordinate Certificate Loss Obligation (including
that no portion of the fees, reimbursements or other obligations under any
such instrument will be borne by the Trust Fund), (B) the long term debt
obligations of any obligor of any substitute Limited Guaranty or
Subordinate Certificate Loss Obligation (if not supported by the Limited
Guaranty) shall be rated at least the lesser of (a) the rating of the long
term debt obligations of General Motors Acceptance Corporation as of the
date of issuance of the Limited Guaranty and (b) the rating of the long
term debt obligations of General Motors Acceptance Corporation at the date
of such substitution and (C) the Company obtains written confirmation from
each nationally recognized credit rating agency that rated the Class B
Certificates at the request of the Company that such substitution shall
not lower the rating 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 13.01: (i) the provisions of this Article 13 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 13 may be amended in any manner; in each case by written instrument
executed or consented to by the Company and Residential Funding but without the
consent of any Certificateholder and without the consent of the Master Servicer
or the Trustee being required unless any such amendment would impose any
additional obligation on, or otherwise adversely affect the interests of, the
Master Servicer or the Trustee, as applicable; provided that the Company shall
also obtain a letter from each nationally recognized credit rating agency that
rated the Class B Certificates at the request of the Company to the effect that
such amendment, reduction, deletion or cancellation will not lower the rating on
the Class B Certificates below the lesser of (a) the then-current rating
assigned to the Class B Certificates by such rating agency and (b) the original
rating assigned to the Class B Certificates by such rating agency, unless (A)
the Holder of 100% of the Class B Certificates is Residential Funding or an
Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or
cancellation is made in accordance with Section 13.01(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 13.02.
M-1
<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1997-S19
, 199__
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1997-S19
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 13.01 of the Pooling and Servicing
Agreement dated as of December 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-S19 (the "Certificates"); and
WHEREAS, pursuant to Section 13.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect to
the ability of Residential Funding to secure sufficient funds and faithfully to
perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained and
certain other good and valuable consideration, the receipt of which is hereby
acknowledged, GMAC agrees as follows:
(1) Provision of Funds. GMAC agrees to contribute and deposit in the
Certificate Account on behalf of Residential Funding (or otherwise provide to
Residential Funding, or to cause to be made available to Residential Funding),
either directly or through a subsidiary, in any case 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
13.01 of the Servicing Agreement.
(A) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their
interest in Residential Funding, by any insolvency, bankruptcy,
dissolution or other proceeding affecting Residential Funding or any other
person, by any defense or right of counterclaim, set-off or recoupment
that GMAC may have against Residential Funding or any other person or by
any other fact or circumstance. Notwithstanding the foregoing, GMAC's
obligations under clause (a) shall terminate upon the earlier of (x)
substitution for this Limited Guaranty pursuant to Section 13.01(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 13.02 of the Servicing Agreement. The obligations
of GMAC under this Limited Guaranty shall continue and remain in effect so
long as the Servicing Agreement is not modified or amended in any way that
might affect the obligations of GMAC under this Limited
--------------------------------------- Guaranty without the prior written
consent of GMAC.
(4) Successor. Except as otherwise expressly provided herein, the
guarantee herein set forth shall be binding upon GMAC and its respective
successors. ---------
(5) Governing Law. This Limited Guaranty shall be governed by the laws
of the State of New York. -------------
(6) Authorization and Reliance. GMAC understands that a copy of this
Limited Guaranty shall be delivered to the Trustee in connection with the
execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby
authorizes the Company and the Trustee to rely on the covenants and
agreements set forth herein. --------------------------
(7) Definitions. Capitalized terms used but not otherwise defined
herein shall have the meaning given them in the Servicing Agreement.
-----------
(8) Counterparts. This Limited Guaranty may be executed in any number
of counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument. ------------
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:
N-1
<PAGE>
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1997-S19
Re: Mortgage Pass-Through Certificates,
Series 1997-S19 Assignment of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by
_________________ (the "Trustee") to _______________________ (the "Lender") of
_______________ (the "Mortgage Loan") pursuant to Section 3.13(d) of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 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
(iv) such assignment is at the request of the borrower under the
related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
O-1
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1648634 292,005.64 5.97 0.081538461538 23,809.69
1661189 343,115.90 6.22 0.043076923077 14,780.38
1663952 348,000.00 6.22 0.043076923077 14,990.77
1657424 398,696.35 6.345 0.023846153846 9,507.37
1657850 268,235.23 6.345 0.023846153846 6,396.38
1657853 423,792.15 6.345 0.023846153846 10,105.81
1657860 307,967.78 6.345 0.023846153846 7,343.85
1657884 272,296.35 6.345 0.023846153846 6,493.22
1657934 227,256.92 6.345 0.023846153846 5,419.20
1663954 288,963.15 6.345 0.023846153846 6,890.66
1656033 219,290.69 6.47 0.004615384615 1,012.11
1656138 298,060.10 6.47 0.004615384615 1,375.66
1657513 299,032.77 6.47 0.004615384615 1,380.15
1657820 256,171.41 6.47 0.004615384615 1,182.33
1657851 242,418.88 6.47 0.004615384615 1,118.86
1657857 376,209.78 6.47 0.004615384615 1,736.35
1657858 308,492.19 6.47 0.004615384615 1,423.81
1657870 217,583.86 6.47 0.004615384615 1,004.23
1657876 263,148.83 6.47 0.004615384615 1,214.53
1657896 554,391.80 6.47 0.004615384615 2,558.73
1657904 263,485.13 6.47 0.004615384615 1,216.09
1657906 235,239.11 6.47 0.004615384615 1,085.72
1657913 299,032.77 6.47 0.004615384615 1,380.15
1660413 271,272.55 6.47 0.004615384615 1,252.03
$7,274,159.34 0.017139861985 $124,678.09
%
%
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-S19
Residential Funding Corporation, as the Holder of a ___% Percentage
Interest of the of Class A-9[-1] Certificates, hereby requests the Trustee to
exchange the above-referenced Certificates for the Subclasses referred to below:
(1) Class A-9-_ 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-9-_ 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-9[-1]
Certificates surrendered for exchange.
All capitalized terms used but not defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement, dated as of December
1, 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:
R-1
<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
<PAGE>
Article 1 .............................................DEFINITIONS 3
SECTION 1.01. ....................................Definitions 3
Accrued Certificate Interest.............................3
Adjusted Mortgage Rate...................................4
Advance..................................................4
Affiliate................................................4
Agreement................................................4
Amount Held for Future Distribution......................4
Appraised Value..........................................4
Assignment...............................................4
Assignment Agreement.....................................5
Assignment of Proprietary Lease..........................5
Available Distribution Amount............................5
Bankruptcy Amount........................................5
Bankruptcy Code..........................................6
Bankruptcy Loss..........................................6
Book-Entry Certificate...................................6
Business Day.............................................6
Buydown Funds............................................6
Buydown Mortgage Loan....................................6
Cash Liquidation.........................................6
Certificate..............................................6
Certificate Account......................................6
Certificate Account Deposit Date.........................6
Certificateholder or Holder..............................7
Certificate Owner........................................7
Certificate Principal Balance............................7
Certificate Register and Certificate Registrar...........8
Class....................................................8
Class A Certificate......................................8
Class A-8 Collection Shortfall...........................8
Class A-8 Principal Distribution Amount..................8
Class A-9 Certificates...................................8
Class A-9 Notional Amount or Notional Amount.............8
Class A-9 Subclass Notional Amount.......................8
Class B Certificate......................................9
Class B Percentage.......................................9
Class B-1 Percentage.....................................9
Class B-1 Prepayment Distribution Trigger................9
Class B-2 Percentage.....................................9
Class B-2 Prepayment Distribution Trigger................9
Class B-3 Percentage.....................................9
Class B-3 Prepayment Distribution Trigger................9
Class M Certificate.....................................10
Class M Percentage......................................10
Class M-1 Percentage....................................10
Class M-2 Percentage....................................10
Class M-2 Prepayment Distribution Trigger...............10
Class M-3 Percentage....................................10
Class M-3 Prepayment Distribution Trigger...............10
Class R Certificate.....................................11
Closing Date............................................11
Code....................................................11
Compensating Interest...................................11
Cooperative.............................................11
Cooperative Apartment...................................11
Cooperative Lease.......................................11
Cooperative Loans.......................................11
Cooperative Stock.......................................11
Cooperative Stock Certificate...........................11
Corporate Trust Office..................................12
Credit Support Depletion Date...........................12
Cumulative Insurance Payments...........................12
Curtailment.............................................12
Custodial Account.......................................12
Custodial Agreement.....................................12
Custodian...............................................12
Cut-off Date............................................12
Cut-off Date Principal Balance..........................12
DCR.....................................................12
Debt Service Reduction..................................12
Deficient Valuation.....................................12
Definitive Certificate..................................12
Deleted Mortgage Loan...................................13
Depository..............................................13
Depository Participant..................................13
Destroyed Mortgage Note.................................13
Determination Date......................................13
Discount Fraction.......................................13
Discount Mortgage Loan..................................13
Disqualified Organization...............................13
Distribution Date.......................................14
Due Date................................................14
Due Period..............................................14
Eligible Account........................................14
Eligible Funds..........................................14
Event of Default........................................14
Excess Bankruptcy Loss..................................15
Excess Fraud Loss.......................................15
Excess Special Hazard Loss..............................15
Excess Subordinate Principal Amount.....................15
Extraordinary Events....................................15
Extraordinary Losses....................................16
FASIT...................................................16
FDIC....................................................16
FHLMC...................................................16
Final Distribution Date.................................16
Fitch...................................................16
FNMA....................................................16
Foreclosure Profits.....................................16
Fraud Loss Amount.......................................16
Fraud Losses............................................17
Independent.............................................17
Initial Certificate Principal Balance...................17
Initial Class A-9 Notional Amount.......................17
Initial Monthly Payment Fund............................17
Insurance Proceeds......................................18
Interest Accrual Period.................................18
Late Collections........................................18
Liquidation Proceeds....................................18
Loan-to-Value Ratio.....................................18
Prepayment Lockout Percentage...........................18
Lockout Scheduled Percentage............................18
Maturity Date...........................................18
Modified Mortgage Loan..................................19
Modified Net Mortgage Rate..............................19
Monthly Payment.........................................19
Moody's.................................................19
Mortgage................................................19
Mortgage File...........................................19
Mortgage Loan Schedule..................................19
Mortgage Loans..........................................20
Mortgage Note...........................................20
Mortgage Rate...........................................20
Mortgaged Property......................................20
Mortgagor...............................................20
Net Mortgage Rate.......................................20
Non-Discount Mortgage Loan..............................20
Non-Primary Residence Loans.............................20
Non-United States Person................................21
Nonrecoverable Advance..................................21
Nonsubserviced Mortgage Loan............................21
Officers' Certificate...................................21
Opinion of Counsel......................................21
Original Senior Percentage..............................21
Outstanding Mortgage Loan...............................21
Ownership Interest......................................21
Participant.............................................21
Pass-Through Rate.......................................21
Paying Agent............................................22
Percentage Interest.....................................22
Permitted Investments...................................22
Permitted Transferee....................................23
Person..................................................24
Pool Stated Principal Balance...........................24
Pool Strip Rate.........................................24
Prepayment Assumption...................................24
Prepayment Distribution Percentage......................24
Prepayment Distribution Trigger.........................25
Prepayment Interest Shortfall...........................25
Prepayment Period.......................................26
Primary Insurance Policy................................26
Principal Prepayment....................................26
Principal Prepayment in Full............................26
Program Guide...........................................26
Purchase Price..........................................26
Qualified Substitute Mortgage Loan......................26
Rating Agency...........................................27
Realized Loss...........................................27
Record Date.............................................28
Regular Certificate.....................................28
REMIC...................................................28
REMIC Administrator.....................................28
REMIC Provisions........................................28
REO Acquisition.........................................28
REO Disposition.........................................28
REO Imputed Interest....................................28
REO Proceeds............................................28
REO Property............................................29
Request for Release.....................................29
Required Insurance Policy...............................29
Residential Funding.....................................29
Responsible Officer.....................................29
Schedule of Discount Fractions..........................29
Security Agreement......................................29
Seller..................................................29
Seller's Agreement......................................29
Senior Accelerated Distribution Percentage..............29
Senior Certificates.....................................30
Senior Percentage.......................................30
Senior Principal Distribution Amount....................30
Servicing Accounts......................................31
Servicing Advances......................................31
Servicing Fee...........................................31
Servicing Modification..................................31
Servicing Officer.......................................31
Special Hazard Amount...................................31
Special Hazard Loss.....................................32
Standard & Poor's.......................................32
Stated Principal Balance................................32
Subclass................................................32
Subordinate Percentage..................................32
Subordinate Principal Distribution Amount...............32
Subserviced Mortgage Loan...............................33
Subservicer.............................................33
Subservicer Advance.....................................33
Subservicing Account....................................33
Subservicing Agreement..................................33
Subservicing Fee........................................33
Tax Returns.............................................33
Transfer................................................34
Transferee..............................................34
Transferor..............................................34
Trust Fund..............................................34
Uncertificated REMIC Regular Interests..................34
Uniform Single Attestation Program for Mortgage Bankers.34
Uninsured Cause.........................................34
United States Person....................................34
Voting Rights...........................................35
Article 2 CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES 35
SECTION 2.01. ...................Conveyance of Mortgage Loans 35
SECTION 2.02. ..........................Acceptance by Trustee 40
SECTION 2.03. Representations, Warranties and Covenants of the
Master Servicer and the Company 41
SECTION 2.04. ......Representations and Warranties of Sellers 45
SECTION 2.05. ...Execution and Authentication of Certificates 47
Article 3 ..........ADMINISTRATION AND SERVICING OF MORTGAGE LOANS 47
SECTION 3.01. .............Master Servicer to Act as Servicer 47
SECTION 3.02. Subservicing Agreements Between Master Servicer
and Subservicers; Enforcement of Subservicers' and Sellers' Obligations 49
SECTION 3.03. .........................Successor Subservicers 50
SECTION 3.04. ...............Liability of the Master Servicer 50
SECTION 3.05. No Contractual Relationship Between Subservicer and
Trustee or Certificateholders 50
SECTION 3.06. Assumption or Termination of Subservicing Agreements
by Trustee 51
SECTION 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account 51
SECTION 3.08. ......Subservicing Accounts; Servicing Accounts 53
SECTION 3.09. Access to Certain Documentation and Information Regarding
the Mortgage Loans 55
SECTION 3.10. Permitted Withdrawals from the Custodial Account 55
SECTION 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder 57
SECTION 3.12. Maintenance of Fire Insurance and Omissions and Fidelity
Coverage 58
SECTION 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments 60
SECTION 3.14. ......Realization Upon Defaulted Mortgage Loans 62
SECTION 3.15. Trustee to Cooperate; Release of Mortgage Files 64
SECTION 3.16. Servicing and Other Compensation; Compensating Interest 65
SECTION 3.17. .........Reports to the Trustee and the Company 66
SECTION 3.18. ..............Annual Statement as to Compliance 67
SECTION 3.19. Annual Independent Public Accountants' Servicing Report 67
SECTION 3.20. Rights of the Company in Respect of the Master Servicer 67
SECTION 3.21. ................Administration of Buydown Funds 68
Article 4 ..........................PAYMENTS TO CERTIFICATEHOLDERS 69
SECTION 4.01. ............................Certificate Account 69
SECTION 4.02. ..................................Distributions 69
SECTION 4.03. ...............Statements to Certificateholders 79
SECTION 4.04. Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer 81
SECTION 4.05. ..................Allocation of Realized Losses 83
SECTION 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property 84
SECTION 4.07. ..Optional Purchase of Defaulted Mortgage Loans 84
Article 5 ........................................THE CERTIFICATES 86
SECTION 5.01. ...............................The Certificates 86
SECTION 5.02. Registration of Transfer and Exchange of Certificates 88
SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates 94
SECTION 5.04. ..........................Persons Deemed Owners 94
SECTION 5.05. ....................Appointment of Paying Agent 94
SECTION 5.06. ..............Optional Purchase of Certificates 95
Article 6 .....................THE COMPANY AND THE MASTER SERVICER 96
SECTION 6.01. Respective Liabilities of the Company
and the Master Servicer 96
SECTION 6.02. Merger or Consolidation of the Company or the Master
Servicer; Assignment of Rights and Delegation of Duties by Master Servicer 96
SECTION 6.03. Limitation on Liability of the Company, the Master Servicer
and Others 97
SECTION 6.04. ......Company and Master Servicer Not to Resign 98
Article 7 .................................................DEFAULT 98
SECTION 7.01. ..............................Events of Default 98
SECTION 7.02. Trustee or Company to Act; Appointment of Successor 100
SECTION 7.03. .............Notification to Certificateholders 101
SECTION 7.04. ....................Waiver of Events of Default 102
Article 8 ..................................CONCERNING THE TRUSTEE 102
SECTION 8.01. ..............................Duties of Trustee 102
SECTION 8.02. ..........Certain Matters Affecting the Trustee 104
SECTION 8.03. Trustee Not Liable for Certificates or Mortgage Loans 105
SECTION 8.04. ...................Trustee May Own Certificates 106
SECTION 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification 106
SECTION 8.06. ...........Eligibility Requirements for Trustee 107
SECTION 8.07. .........Resignation and Removal of the Trustee 107
SECTION 8.08. ..............................Successor Trustee 108
SECTION 8.09. .............Merger or Consolidation of Trustee 109
SECTION 8.10. ..Appointment of Co-Trustee or Separate Trustee 109
SECTION 8.11. ......................Appointment of Custodians 110
SECTION 8.12. ................Appointment of Office or Agency 110
Article 9 .............................................TERMINATION 111
SECTION 9.01. Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans 111
SECTION 9.02. ............Additional Termination Requirements 113
Article 10 ........................................REMIC PROVISIONS114
SECTION 10.01............................REMIC Administration114
SECTION 10.02.Master Servicer, REMIC Administrator and Trustee
Indemnification 118
Article 12 ................................MISCELLANEOUS PROVISIONS121
SECTION 12.01.......................................Amendment121
SECTION 12.02..........Recordation of Agreement; Counterparts124
SECTION 12.03......Limitation on Rights of Certificateholders124
SECTION 12.04...................................Governing Law125
SECTION 12.05.........................................Notices125
SECTION 12.06........................Notices to Rating Agency126
SECTION 12.07......................Severability of Provisions127
SECTION 12.08....Supplemental Provisions for Resecuritization127
<PAGE>
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<PAGE>
