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) November 24, 1998
Residential Funding Mortgage Securities I, Inc. (as company under a Pooling
and Servicing Agreement dated as of November 1, 1998 providing for, inter alia,
the issuance of Mortgage Pass-Through Certificates, Series 1998-NS2)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-57481 75-2006294
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
8400Normandale Lake Blvd., Suite 600, Minneapolis, MN 55437 (Address
of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (612) 832-7000
---------------------------------------------
(Former name or former address, if changed since last report)
Exhibit Index Located on Page 2
<PAGE>
Items 1 through 6 and Item 8 are not included because they are not
applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
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 November 1, 1998 among
Residential Funding Mortgage Securities I, Inc., as company,
Residential Funding Corporation, as master servicer, and Bankers
Trust Company, as trustee.
10.2 Financial Guaranty Insurance Policy issued by Financial Security
Assurance Inc. in connection with the Residential Funding Mortgage
Securities I, Inc., Mortgage Pass-Through Certificates, Series 1998-
NS2, Class A-2.
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/ Timothy A. Kruse
Name: Timothy A. Kruse
Title: Vice President
Dated: November 24, 1998
3
<PAGE>
Exhibit 10.1
Pooling and Servicing Agreement
EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 1998
Mortgage Pass-Through Certificates
Series 1998-NS2
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I ..................................................DEFINITIONS 6
Section 1.01 Definitions.............................................6
Accrued Certificate Interest.....................................6
Adjusted Mortgage Rate...........................................7
Advance..........................................................7
Affiliate........................................................7
Agreement........................................................7
Amount Held for Future Distribution..............................7
Appraised Value..................................................7
Assignment.......................................................7
Assignment Agreement.............................................7
Available Distribution Amount....................................7
Bankruptcy Amount................................................8
Bankruptcy Code..................................................9
Bankruptcy Loss..................................................9
Book-Entry Certificate...........................................9
Business Day.....................................................9
Buydown Funds....................................................9
Buydown Mortgage Loan............................................9
Cash Liquidation.................................................9
Certificate......................................................9
Certificate Account..............................................9
Certificate Account Deposit Date................................10
Certificateholder or Holder.....................................10
Certificate Owner...............................................10
Certificate Principal Balance...................................10
Certificate Register and Certificate Registrar..................11
Class...........................................................11
Class A Certificate.............................................11
Class A-3 Collection Shortfall..................................11
Class A-3 Principal Distribution Amount.........................11
Class B Certificate.............................................11
Class B Percentage..............................................11
Class B-1 Percentage............................................11
Class B-1 Prepayment Distribution Trigger.......................12
Class B-2 Percentage............................................12
Class B-2 Prepayment Distribution Trigger.......................12
Class B-3 Percentage............................................12
Class B-3 Prepayment Distribution Trigger.......................12
-1-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Class M Certificate.............................................12
Class M Percentage..............................................12
Class M-1 Percentage............................................12
Class M-2 Percentage............................................13
Class M-2 Prepayment Distribution Trigger.......................13
Class M-3 Percentage............................................13
Class M-3 Prepayment Distribution Trigger.......................13
Class R Certificate.............................................13
Closing Date....................................................13
Code............................................................13
Compensating Interest...........................................13
Corporate Trust Office..........................................14
Credit Support Depletion Date...................................14
Curtailment.....................................................14
Custodial Account...............................................14
Custodial Agreement.............................................14
Custodian.......................................................14
Cut-off Date....................................................14
Cut-off Date Principal Balance..................................14
Debt Service Reduction..........................................14
Defaulted Mortgage Loss.........................................14
Deficient Valuation.............................................14
Definitive Certificate..........................................15
Deleted Mortgage Loan...........................................15
Depository......................................................15
Depository Participant..........................................15
Destroyed Mortgage Note.........................................15
Determination Date..............................................15
Discount Fraction...............................................15
Discount Mortgage Loan..........................................15
Disqualified Organization.......................................15
Distribution Date...............................................16
Due Date........................................................16
Due Period......................................................16
Eligible Account................................................16
Eligible Funds..................................................16
ERISA...........................................................17
Event of Default................................................17
Excess Bankruptcy Loss..........................................17
-2-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Excess Subordinate Principal Amount.............................17
Extraordinary Events............................................17
Extraordinary Losses............................................18
FDIC............................................................18
FHLMC...........................................................18
Final Distribution Date.........................................18
DCR.............................................................18
FNMA............................................................18
Foreclosure Profits.............................................18
Fraud Losses....................................................18
Independent.....................................................18
Indirect Depository Participant.................................19
Initial Certificate Principal Balance...........................19
Initial Notional Amount.........................................19
Insurance Proceeds..............................................19
Insurer.........................................................19
Interest Accrual Period.........................................19
Late Collections................................................19
Liquidation Proceeds............................................19
Loan-to-Value Ratio.............................................19
Lockout Distribution Percentage.................................19
Maturity Date...................................................20
Modified Mortgage Loan..........................................20
Modified Net Mortgage Rate......................................20
Monthly Payment.................................................20
Moody's.........................................................20
Mortgage........................................................20
Mortgage File...................................................21
Mortgage Loan Schedule..........................................21
Mortgage Loans..................................................21
Mortgage Note...................................................22
Mortgage Rate...................................................22
Mortgaged Property..............................................22
Mortgagor.......................................................22
Net Mortgage Rate...............................................22
Non-Discount Mortgage Loan......................................22
Non-Primary Residence Loans.....................................22
Non-United States Person........................................22
Nonrecoverable Advance..........................................22
-3-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Nonsubserviced Mortgage Loan....................................22
Notional Amount.................................................22
Officers' Certificate...........................................22
Opinion of Counsel..............................................22
Original Senior Percentage......................................23
Outstanding Mortgage Loan.......................................23
Ownership Interest..............................................23
Pass-Through Rate...............................................23
Paying Agent....................................................23
Percentage Interest.............................................23
Permitted Investments...........................................24
Permitted Transferee............................................25
Person..........................................................25
Pool Stated Principal Balance...................................25
Pool Strip Rate.................................................25
Prepayment Assumption...........................................25
Prepayment Distribution Percentage..............................25
Prepayment Distribution Trigger.................................27
Prepayment Interest Shortfall...................................27
Prepayment Period...............................................27
Primary Insurance Policy........................................27
Principal Prepayment............................................27
Principal Prepayment in Full....................................27
Program Guide...................................................27
Purchase Price..................................................27
Qualified Substitute Mortgage Loan..............................28
Rating Agency...................................................28
Realized Loss...................................................28
Record Date.....................................................29
Regular Certificate.............................................29
REMIC...........................................................29
REMIC Administrator.............................................29
REMIC Provisions................................................29
REO Acquisition.................................................29
REO Disposition.................................................29
REO Imputed Interest............................................29
REO Proceeds....................................................30
REO Property....................................................30
Request for Release.............................................30
-4-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Required Insurance Policy.......................................30
Residential Funding.............................................30
Responsible Officer.............................................30
Schedule of Discount Fractions..................................30
Seller..........................................................30
Seller's Agreement..............................................30
Senior Accelerated Distribution Percentage......................30
Senior Certificates.............................................31
Senior Interest Distribution Amount.............................32
Senior Percentage...............................................32
Senior Principal Distribution Amount............................32
Servicing Accounts..............................................32
Servicing Advances..............................................32
Servicing Fee...................................................32
Servicing Officer...............................................32
Servicing Modification..........................................32
Special Hazard Loss.............................................32
Standard & Poor's...............................................33
Stated Principal Balance........................................33
Subclass........................................................33
Subclass Notional Amount........................................33
Subordinate Percentage..........................................33
Subordinate Principal Distribution Amount.......................33
Subserviced Mortgage Loan.......................................34
Subservicer.....................................................34
Subservicer Advance.............................................34
Subservicing Account............................................34
Subservicing Agreement..........................................34
Subservicing Fee................................................34
Tax Returns.....................................................34
Transfer........................................................34
Transferee......................................................34
Transferor......................................................35
Trust Fund......................................................35
Uncertificated Accrued Interest.................................35
Uncertificated Notional Amount..................................35
Uncertificated Pass-Through Rate................................35
Uncertificated REMIC Regular Interest Pool Strip Rate...........35
Uncertificated REMIC Regular Interests..........................35
-5-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Uncertificated REMIC Regular Interest Distribution Amount.......35
Uniform Single Attestation Program for Mortgage Bankers.........36
Uninsured Cause.................................................36
United States Person............................................36
Voting Rights...................................................36
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES 37
Section 2.01 Conveyance of Mortgage Loans...........................37
Section 2.02 Acceptance by Trustee..................................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...........46
ARTICLE III ...............ADMINISTRATION AND SERVICING OF MORTGAGE LOANS 48
Section 3.01 Master Servicer to Act as Servicer.....................48
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...........................51
Section 3.06 Assumption or Termination of Subservicing Agreements by
Trustee................................................51
Section 3.07 Section III.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...........59
Section 3.14 Realization Upon Defaulted Mortgage Loans..............61
Section 3.15 Trustee to Cooperate; Release of Mortgage Files........63
Section 3.16 Servicing and Other Compensation; Compensating Interest65
-6-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Section 3.17 Reports to the Trustee and the Company.................66
Section 3.18 Annual Statement as to Compliance......................66
Section 3.19 Annual Independent Public Accountants' Servicing Report66
Section 3.20 Rights of the Company in Respect of the Master Servicer67
ARTICLE IV ..................... ........PAYMENTS TO CERTIFICATEHOLDERS 68
Section 4.01 Certificate Account....................................68
Section 4.02 Distributions..........................................68
Section 4.03 Statements to Certificateholders.......................76
Section 4.04 Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer........................78
Section 4.05 Allocation of Realized Losses..........................79
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged
Property...............................................81
Section 4.07 Optional Purchase of Defaulted Mortgage Loans..........81
Section 4.08 Distributions on the Uncertificated REMIC Regular
Interests .............................................82
ARTICLE V ............................................THE CERTIFICATES 83
Section 5.01 The Certificates.......................................83
Section 5.02 Registration of Transfer and Exchange of Certificates..85
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates......90
Section 5.04 Persons Deemed Owners..................................90
Section 5.05 Appointment of Paying Agent............................91
Section 5.06 Optional Purchase of Certificates......................91
ARTICLE VI .........................THE COMPANY AND THE MASTER SERVICER 93
Section 6.01 Respective Liabilities of the Company and the Master
Servicer ..............................................93
Section 6.02 Merger or Consolidation of the Company or the Master
Servicer; Assignment of Rights and Delegation of Duties
by Master Servicer.....................................93
Section 6.03 Limitation on Liability of the Company, the Master
Servicer and Others....................................94
Section 6.04 Company and Master Servicer Not to Resign..............95
ARTICLE VII .....................................................DEFAULT 96
Section 7.01 Events of Default......................................96
Section 7.02 Trustee or Company to Act; Appointment of Successor....98
Section 7.03 Notification to Certificateholders.....................98
Section 7.04 Waiver of Events of Default............................99
ARTICLE VIII .....................................CONCERNING THE TRUSTEE 100
-7-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Section 8.01 Duties of Trustee.....................................100
Section 8.02 Certain Matters Affecting the Trustee.................101
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.103
Section 8.04 Trustee May Own Certificates..........................103
Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.......................................103
Section 8.06 Eligibility Requirements for Trustee..................104
Section 8.07 Resignation and Removal of the Trustee................104
Section 8.08 Successor Trustee.....................................105
Section 8.09 Merger or Consolidation of Trustee....................106
Section 8.10 Appointment of Co-Trustee or Separate Trustee.........106
Section 8.11 Appointment of Custodians.............................107
Section 8.12 Appointment of Office or Agency.......................107
ARTICLE IX ................................................TERMINATION 109
Section 9.01 Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans..........109
Section 9.02 Additional Termination Requirements...................111
ARTICLE X ...........................................REMIC PROVISIONS 113
Section 10.01 REMIC Administration..................................113
Section 10.02 Master Servicer, REMIC Administrator and Trustee
Indemnification.......................................116
ARTICLE XI .................................................[RESERVED] 118
ARTICLE XII ....................... ...........MISCELLANEOUS PROVISIONS 119
Section 12.01 Amendment.............................................119
Section 12.02 Recordation of Agreement; Counterparts................121
Section 12.03 Limitation on Rights of Certificateholders............121
Section 12.04 Governing Law.........................................122
Section 12.05 Notices...............................................122
Section 12.06 Notices to Rating Agency..............................123
Section 12.07 Severability of Provisions............................124
Section 12.08 Supplemental Provisions for Resecuritization..........124
-8-
<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 J-3: Form of ERISA Legend
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation Letter
Exhibit M: Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section
12.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit P: Schedule of Discount Fractions
Exhibit Q: Form of Request for Exchange
Exhibit R: Schedule of Mortgage Loans with Missing Modification Agreements
viii
<PAGE>
This is a Pooling and Servicing Agreement, dated as of November 1, 1998,
among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the company (together
with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and BANKERS TRUST COMPANY, as Trustee (together
with its permitted successors and assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the REMIC
Administrator will make an election to treat the entire segregated pool of
assets described in the definition of Trust Fund, and subject to this Agreement,
as a real estate mortgage investment conduit (a "REMIC") for federal income tax
purposes and such segregated pool of assets will be designated as the "REMIC."
The Class A-1, Class A-2, Class A-3, 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 will be "regular interests" in the REMIC, and the Class R Certificates
will be the sole class of "residual interests" in the REMIC for purposes of the
REMIC Provisions (as defined herein) under federal income tax law. The Class A-4
Certificates will represent the entire beneficial ownership interest in the
Uncertificated REMIC Regular Interests.
The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.
<TABLE>
<CAPTION>
Designation Pass-Through Aggregate InitialFeatures Maturity
Rate Certificate Date S&P DCR
Principal
Balance
<S> <C> <C> <C> <C> <C>
Class A-1 6.75% $ 142,208,000.0Sequential/Senior August 25, 2028 AAA AAA
Class A-2 6.65% $ 5,000,000.00 Sequential/Senior/Augustd25, 2028 AAA AAA
Class A-3 0.00% $ 835,210.47 Principal Only/SenAugust 25, 2028 AAAr AAA
Class A-4 Variable 0.00 Variable Strip/IntAugust 25, 2028 AAAr AAA
Only/Senior
Class R 6.75% $ 100.00 Residual/Senior August 25, 2028 AAA AAA
Class M-1 6.75% $ 1,522,400.00 Mezzanine August 25, 2028 AA N/R
Class M-2 6.75% $ 761,200.00 Mezzanine August 25, 2028 A N/R
Class M-3 6.75% $ 761,200.00 Mezzanine August 25, 2028 BBB N/R
Class B-1 6.75% $ 456,700.00 Subordinate August 25, 2028 BB N/R
Class B-2 6.75% $ 380,600.00 Subordinate August 25, 2028 B N/R
Class B-3 6.75% $ 304,539.61 Subordinate August 25, 2028 N/R N/R
</TABLE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal
to $152,229,950.08. The Mortgage Loans are fixed rate mortgage loans having
terms to maturity at origination or modification of not more than 30 years.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
2
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date, as
to any Class A Certificate (other than the Class A-3 and Class A-4
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 Class A-4 Certificates (other than any Subclass of the Class A-4
Certificates), interest during the related Interest Accrual Period at the
related Pass-Through Rate on the related Class A-4 Notional Amount. With respect
to each Distribution Date, as to any Subclass of Class A-4 Certificates,
interest accrued during the related Interest Accrual Period at the related
Pass-Through Rate on the Class A-4 Subclass Notional Amount. Accrued Certificate
Interest will be calculated on the basis of a 360-day year consisting of twelve
30-day months. In each case Accrued Certificate Interest on any Class of
Certificates will be reduced by the amount of (i) Prepayment Interest Shortfalls
(to the extent not offset by (x) the Master Servicer with a payment of
Compensating Interest as provided in Section 4.01 or (y) an Insured Reserve
Withdrawal), (ii) the interest portion (adjusted to the Net Mortgage Rate (or
the Modified Net Mortgage Rate in the case of 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-4 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
3
<PAGE>
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, 2.04, or 4.07 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds, Insurance Proceeds and
purchases of Mortgage Loans that the Master Servicer has deemed to have been
received in the preceding month in accordance with Section 3.07(b)) and (ii)
payments which represent early receipt of scheduled payments of principal and
interest due on a date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of the
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties 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
November 24, 1998, between Residential Funding and the Company relating to the
transfer and assignment of the
4
<PAGE>
Mortgage Loans.
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) the Insurance Premium, (x)
aggregate Foreclosure Profits, (y) the Amount Held for Future Distribution, and
(z) amounts permitted to be withdrawn by the Master Servicer from the Custodial
Account in respect of the Mortgage Loans pursuant to clauses (ii)-(x),
inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$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 greater than 80% 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 with a Loan-to-Value Ratio of greater than 80%
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.
5
<PAGE>
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.
6
<PAGE>
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "Bankers Trust
Company, as trustee, in trust for the registered holders of Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series
1998-NS2" 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, and, in respect of the Insured
Certificates, Financial Security to the extent of Cumulative Insurance Payments,
except that neither a Disqualified Organization nor a Non-United States Person
shall be a holder of a Class R Certificate for purposes hereof and, solely for
the purpose of giving any consent or direction pursuant to this Agreement, any
Certificate, other than a Class R Certificate registered in the name of the
Company, the Master Servicer or any Subservicer or any Affiliate thereof shall
be deemed not to be outstanding and the Percentage Interest or Voting Rights
evidenced thereby shall not be taken into account in determining whether the
requisite amount of Percentage Interests or Voting Rights necessary to effect
any such consent or direction has been obtained. All references herein to
"Holders" or "Certificateholders" shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository and
participating members thereof, except as otherwise specified herein; provided,
however, that the Trustee shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Class A Certificate
(other than any Class A-4 Certificate) and Class R Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate Principal Balance
of such Certificate as specified on the face thereof, minus (ii) the sum of (x)
the aggregate of all amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously allocated to
such Certificate (or any predecessor Certificate) pursuant to Section 4.05;
provided, however, that solely for the purposes of determining Financial
Security's rights as subrogee, the Certificate Principal Balance of any Insured
Certificate shall be deemed to not be reduced by any principal amounts paid to
the Holder thereof from FSA Insurance Payments, unless such amounts have been
reimbursed to Financial Security pursuant to Section 4.02(a)(xvi) or Section
4.02(e). 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
7
<PAGE>
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 equl 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-4 Certificates will have no Certificate Principal Balance.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same designation.
The initial Class A-4 Certificates and any Subclass thereof issued pursuant to
Section 5.01(c) shall be a single Class for purposes of this Agreement.
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3 or
Class A-4 Certificates, each such Certificate (other than the Class A-4
Certificates) evidencing an interest designated as a "regular interest" in the
REMIC for purposes of the REMIC Provisions executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed
hereto as Exhibit A. The Class A-4 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-4 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-4 Certificates.
Class A-3 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-3 Principal Distribution Amount: As defined in Section 4.02(b)(i).
8
<PAGE>
Class A-4 Certificates: The Class A Certificates designated as Class A-4
Certificates, including any Subclass thereof.
Class A-4 Notional Amount or Notional Amount: As of any Distribution Date,
with respect to the Class A-4 Certificates, the aggregate Stated Principal
Balance of the Mortgage Loans immediately prior to such date.
Class A-4 Subclass Notional Amount: As of any Distribution Date, with
respect to any Subclass of Class A-4 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 0.75%.
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 0.45%.
9
<PAGE>
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 1.75%.
Class M-3 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
10
<PAGE>
Class M-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class
B-3 Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 1.25%.
Class R Certificate: Any one of the Class R 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: November 24, 1998.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
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 3 Park Plaza, 16th Floor, Irvine, California 92614,
Attention: Residential Funding Corporation Series 1998-NS2.
Credit Support Depletion Date: The first Distribution Date on which the
Senior Percentage equals 100%.
Cumulative Insurance Payments: As of any time of determination, the
aggregate of all FSA Insurance Payments previously made by Financial Security
under the FSA Policy minus the aggregate of all payments previously made to
Financial Security pursuant to Sections 4.02(a)(xvi) and 4.02(e) hereof as
reimbursement for FSA Insurance Payments.
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
11
<PAGE>
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: November 1, 1998.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
DCR: Duff & Phelps Credit Rating Company, or its successor in interest.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
12
<PAGE>
Determination Date: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is 6.75% minus the
Net Mortgage Rate (or the initial Net Mortgage Rate with respect to any Discount
Mortgage Loans as to which the Mortgage Rate is modified pursuant to 3.07(a))
for such Mortgage Loan and the denominator of which is 6.75%. The Discount
Fraction with respect to each Discount Mortgage Loan is set forth on Exhibit P
attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than 6.75% per annum and any Mortgage
Loan deemed to be a Discount Mortgage Loan pursuant to the definition of
Qualified Substitute Mortgage Loan.
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.
13
<PAGE>
Eligible Account: An account that is any of the following: (i) maintained
with a depository institution the debt obligations of which have been rated by
each Rating Agency in its highest rating available, or (ii) an account or
accounts in a depository institution in which such accounts are fully insured to
the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of The First
National Bank of Chicago or (B) an account or accounts maintained in the
corporate asset services department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P-1 (or the equivalent) or
better by each Rating Agency and its long term debt obligations are rated A2 (or
the equivalent) or better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in the corporate
trust division of Bankers Trust Company, or (v) an account or accounts of a
depository institution acceptable to each Rating Agency (as evidenced in writing
by each Rating Agency that use of any such account as the Custodial Account or
the Certificate Account will not reduce the rating assigned to any Class of
Certificates by such Rating Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by such Rating
Agency).
Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Class A and Class R
Certificates, (ii) the Senior Principal Distribution Amount (determined without
regard to Section 4.02(a)(ii)(Y)(D) hereof), (iii) the Class A-3 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
14
<PAGE>
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:
1. by any government or sovereign power, de jure or de
facto, or by any authority maintaining or using military, naval
or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces;
(d) any weapon of war employing atomic fission or radioactive force
whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, 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.
15
<PAGE>
FHLMC: Federal Home Loan Mortgage Corporation, a corporate instrumentality
of the United States created and existing under Title III of the Emergency Home
Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Financial Security: Financial Security Assurance Inc., a stock insurance
company organized and created under the laws of the State of New York, and any
successors thereto.
Financial Security Default: The existence and continuance of a failure by
Financial Security to make a payment required under the FSA Policy in accordance
with its terms.
Fitch IBCA: Fitch IBCA, Inc., or its successor in interest.
FNMA: Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Foreclosure Profits: As to any Distribution Date or related Determination
Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds,
Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom
pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO
Property for which a Cash Liquidation or REO Disposition occurred in the related
Prepayment Period over the sum of the unpaid principal balance of such Mortgage
Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination after the Cut-off Date,
an amount equal to: (X) prior to the third anniversary of the Cut-off Date an
amount equal to 1.00% of the aggregate outstanding principal balance of all of
the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination, and (Y) from the third to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses
allocated solely to one or more specific Classes of 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
16
<PAGE>
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.
FSA Insurance Payment: Any payment made by Financial Security with respect
to the Insured Certificates under the FSA Policy.
FSA Policy: The Financial Guaranty Insurance Policy (No. 50745-N) issued by
Financial Security for the benefit of the Holders of the Insured Certificates,
including any endorsements thereto, attached hereto as Exhibit Q.
FSA Policy Payments Account: The account established pursuant to Section
11.02(b) hereof.
Guaranteed Distribution: With respect to the Insured Certificates and any
Distribution Date, as defined in the FSA Policy.
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.
Indirect Depository Participant: An institution that is not a Depository
Participant but clears through or maintains a custodial relationship with
Participants and has access to the Depository's clearing system.
Individual Insured Certificate: An Insured Certificate that evidences
$1,000 initial Certificate Principal Balance.
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-4 Notional Amount: With respect to any Class A-4
Certificate, the Cut-off Date Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
Class A-4 Certificate.
Insurance Premium: With respect to the FSA Policy and any Distribution
Date, an amount equal to one-twelfth (1/12) of 0.10% of the Certificate
Principal Balance of the Insured Certificates.
17
<PAGE>
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 (excluding the FSA Policy), 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.
Insured Certificates: Any one of the Class A-2 Certificates.
Insured Reserve Fund: The account established and maintained by the Trustee
in accordance with Section 4.08 hereof.
Insured Reserve Withdrawal: As defined in Section 4.08.
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-4 Certificates) representing a regular interest in the Trust Fund would
be reduced to zero, which is August 25, 2028, the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan. The latest
possible Maturity Date for each Uncertificated REMIC Regular Interest is August
25, 2028, 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.
18
<PAGE>
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,
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");
19
<PAGE>
(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, 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
20
<PAGE>
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, the Trustee and Financial
Security.
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-3 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 97.23% as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Property) which was not the subject of a Principal Prepayment in Full,
Cash Liquidation or REO Disposition and which was not purchased, deleted or
substituted for prior to such Due Date pursuant to Section 2.02, 2.03, 2.04, or
4.07.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-3 Certificates and Class A-4 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-4 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
21
<PAGE>
effect to distributions thereon allocable to principal to the Holders of the
Certificates (or with respect to the initial Distribution Date, at the close of
business on the Cut-off Date). With respect to the Class A-4 Certificates and
the initial Distribution Date, the Pass-Through Rate is equal to 0.7145% per
annum. With respect to any Subclass of Class A-4 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 such Certificates (or with
respect to the initial Distribution Date, at the close of business on the
Cut-off Date). The Class A-3 Certificates have no Pass-Through Rate and are not
entitled to Accrued Certificate Interest.
Paying Agent: Bankers Trust Company or any successor Paying Agent appointed
by the Trustee.
Percentage Interest: With respect to any Certificate (other than a Class R
Certificate), the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof or Initial Class A-4
Notional Amount thereof (in the case of any Class A-4 Certificate) divided by
the aggregate Initial Certificate Principal Balance or the aggregate of the
Initial Class A-4 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
22
<PAGE>
or trust company (or, if the only Rating Agency is Standard & Poor's, in
the case of the principal depository institution in a depository
institution holding company, debt obligations of the depository
institution holding company) at the date of acquisition thereof have been
rated by each Rating Agency in its highest short-term rating available;
and provided further that, if the only Rating Agency is Standard & Poor's
and if the depository or trust company is a principal subsidiary of a bank
holding company and the debt obligations of such subsidiary are not
separately rated, the applicable rating shall be that of the bank holding
company; and, provided further that, if the original maturity of such
short-term obligations of a domestic branch of a foreign depository
institution or trust company shall exceed 30 days, the short-term rating
of such institution shall be A-1+ in the case of Standard & Poor's if
Standard & Poor's is the Rating Agency;
(iv) commercial paper and demand notes (having original maturities
of not more than 365 days) of any corporation incorporated under the laws
of the United States or any state thereof which on the date of acquisition
has been rated by each Rating Agency in its highest short-term rating
available; provided that such commercial paper or demand notes shall have
a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by each
Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to each
Rating Agency as a Permitted Investment hereunder and will not reduce the
rating assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency, as evidenced in
writing;
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's, 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 a Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
23
<PAGE>
Pool Stated Principal Balance: As to any date of determination, the
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate
equal to the excess, if any, of (a) the Net Mortgage Rate of such Mortgage Loan
over (b) 6.75% per annum (but not less than 0.00% per annum).
Prepayment Assumption: A prepayment assumption of 300% of the prepayment
speed assumption, used for determining the accrual of original issue discount
and market discount and premium on the Certificates for federal income tax
purposes. The prepayment speed assumption assumes a constant rate of prepayment
of mortgage loans of 0.20% 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 0.20% 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 December
2003 (unless the Certificate Principal Balances of the Class A
Certificates, other than the Class A- 3 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,
24
<PAGE>
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 Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
25
<PAGE>
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
26
<PAGE>
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-4 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.
Random Lot: With respect to any Distribution Date, the method by which the
Depository will determine which Insured Certificates will be paid, using its
established random lot procedures or, if the Insured Certificates are no longer
represented by a Book-Entry Certificate, using the Trustee's procedures.
Rating Agency: DCR and Standard & Poor's with respect to the Class A and
Class R Certificates and Standard & Poor's with respect to the Class M-1, Class
M-2, Class M-3, Class B-1 and Class B-2 Certificates. If either agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Company,
notice of which designation shall be given to the Trustee and the Master
Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as to
which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to 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 Mortgage Loan was reduced, and (b) any such amount with
respect to a Monthly Payment (determined by taking into account such Servicing
Modification) the interest portion of which was reduced by such Servicing
Modification, including any 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 theMortgage Loan as reduced by the Deficient Valuation.
With respect to each Mortgage Loan which has become the object of a Debt Service
Reduction, the
27
<PAGE>
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.
28
<PAGE>
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, or an electronic request in a form acceptable to
the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
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.
Rounding Account: With respect of the Insured Certificates, the account
created and maintained pursuant to Section 4.09.
Rounding Amount: With respect to the Rounding Account, the amount of
funds, if any, needed to be withdrawn and used to round the amount of any
distributions in reduction of the Certificate Principal Balance of the Insured
Certificates upward to the next higher integral multiple of $1,000.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit P.
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:
29
<PAGE>
Distribution Date Senior Accelerated
Distribution Percentage
December 1998 through
November 2003...........................100%
December 2003 through
November 2004...........................Senior Percentage, plus 70% of
the Subordinate Percentage
December 2004 through
November 2005...........................Senior Percentage, plus 60% of
the Subordinate Percentage
December 2005 through
November 2006...........................Senior Percentage, plus 40% of
the Subordinate Percentage
December 2006 through
November 2007...........................Senior Percentage, plus 20% of
the Subordinate Percentage
December 2007 and
thereafter..............................Senior Percentage
provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any Distribution
Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage
Loans delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of the
Class M and Class B Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 2% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates or (b)(1) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date, if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) are less than 10%, 15%, 20%, 25% or 30%, respectively, of the sum of
the Initial Certificate Principal Balances of the Class M Certificates and Class
B Certificates and (ii) that for any Distribution Date on which the Senior
Percentage is greater than the 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-3
Certificates) to zero, the Senior Accelerated Distribution Percentage shall
thereafter be 0%.
30
<PAGE>
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
Certificate Principal Balance of the Class A-3 Certificates) immediately prior
to such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans or related REO Properties (other
than the related Discount Fraction of each Discount Mortgage Loan) immediately
prior to such Distribution Date.
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) or, after the Credit Support Depletion
Date, the amount required to be distributed to the Class A-3 Certificateholders
pursuant to Section 4.02(c), 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), (xvii) and (xviii).
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 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.
Servicing Modification: Any reduction of the interest rate 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).
31
<PAGE>
Special Hazard Amount: As of any Distribution Date, an amount equal to
$2,329,183 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greater of (A) the
greatest of (i) twice the outstanding principal balance of the Mortgage Loan in
the Trust Fund which has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding principal balance of all Mortgage Loans on
the Distribution Date immediately preceding such anniversary and (iii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans in any single five-digit California zip
code area with the largest amount of Mortgage Loans by aggregate principal
balance as of such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Mortgage Loans on the
Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the
Mortgage Loans secured by Mortgaged Properties located in the State of
California divided by the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a percentage, and the denominator of which is equal to 4.39% (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 suffered by such
Mortgaged Property on account of direct physical loss, exclusive of (i) any loss
of a type covered by a hazard policy or a flood insurance policy required to be
maintained in respect of such Mortgaged Property pursuant to Section 3.12(a),
except to the extent of the portion of such loss not covered as a result of any
coinsurance provision and (ii) any Extraordinary Loss.
Standard & Poor's: Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan or related REO
Property, at
32
<PAGE>
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-4 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-4 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 Senior Certificates; (iii) the product of (x) the related
Prepayment Distribution Percentage and (y) the aggregate of all Principal
Prepayments in Full and Curtailments received in the related Prepayment Period
(other than the related Discount Fraction of such Principal Prepayments in Full
and Curtailments with respect to a Discount Mortgage Loan) to the extent not
payable to the Senior Certificates; (iv) if such Class is the most senior Class
of Certificates then outstanding (as established in Section 4.05 hereof), any
Excess Subordinate Principal Amount for such Distribution Date; and (v) any
amounts described in clauses (i), (ii) and (iii) as determined for any previous
Distribution Date, that remain undistributed to the 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
33
<PAGE>
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,
34
<PAGE>
(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,
the hazard insurance policies and Primary Insurance Policies, if any,
the FSA Policy,
the Rounding Account, and
all proceeds of clauses (i) through (vi) above.
Uncertificated REMIC Regular Interests: The 605 uncertificated partial
undivided beneficial ownership interests in the Trust Fund numbered sequentially
from 1 through 605, each relating to the particular Mortgage Loan identified by
such sequential number on the Mortgage Loan Schedule, each having no principal
balance, and each bearing interest at the respective Pool Strip Rate on the
Stated Principal Balance of the related Mortgage Loan.
Uncertificated REMIC Regular Interest Distribution Amount: With respect to
any Distribution Date, the sum of the amounts deemed to be distributed on the
Uncertificated REMIC Regular Interest for such Distribution Date pursuant to
Section 4.08(a).
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States, any state thereof, or the District of Columbia
(except in the case of a partnership, to the extent provided in Treasury
regulations) or any political subdivision thereof, or an estate that is
described in Section 7701(a)(30)(D) of the Code, or a trust that is described in
Section 7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. 98% of all of the Voting Rights shall be
allocated among Holders of Certificates, other than the Class A-4 Certificates
and Class R Certificates, in proportion to the outstanding Certificate Principal
Balances of their respective Certificates, except that Financial Security shall
be assigned the Voting Rights of the Insured Certificateholders in the absence
of any continuing Financial Security Default; and 1% of all Voting Rights shall
be allocated among the Holders of the Class A-4 Certificates (and any Subclass
thereof); and 1% of all Voting Rights shall be allocated among Holders of the
Class R Certificates allocated among the Certificates of each such Class in
accordance with their respective Percentage Interests.
35
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee without recourse all the right, title and interest
of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date). In connection with such transfer and assignment,
the Company does hereby deliver to the Trustee the FSA Policy.
(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) with respect to each Mortgage
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) 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, except that modification agreements will not be required to be
delivered to the Trustee or the Custodian, and the Mortgage File will not
be
36
<PAGE>
required to contain, the modification agreement with respect to the
Mortgage Loans identified on Exhibit R hereto.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(iv) and (v) 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)(iv) and (v) (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)(iv) and (v) which has been delivered to it by the Company. Every six
months after the Closing Date, for so long as the Master Servicer is holding
documents pursuant to this Section 2.01(c), the Master Servicer shall deliver to
(i) Moody's if it is one of the Rating Agencies, (ii) the Trustee and (iii) each
Custodian a report setting forth the status of the documents which it is holding
pursuant to this Section 2.01(c).
(d) In the event that in connection with any Mortgage Loan the Company
cannot deliver the Mortgage, any assignment, modification, assumption agreement
or preferred loan agreement (or copy thereof certified by the public recording
office) with evidence of recording thereon concurrently with the execution and
delivery of this Agreement solely because of a delay caused by the public
recording office where such Mortgage, assignment, modification, assumption
agreement or preferred loan agreement as the case may be, has been delivered for
recordation, the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the appropriate public
office for real property records the Assignment referred to in clause (iii) of
Section 2.01(b). If any Assignment is lost or returned unrecorded to the Company
because of any defect therein, the Company shall prepare a substitute
Assignment, 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 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 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.
37
<PAGE>
Any of the items set forth in Sections 2.01(b)(iv) and (v) 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 and 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, 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 accounts, chattel paper, instruments, documents,
money, deposit accounts, certificates of deposit, goods, letters of credit,
advices of credit and investment property consisting of, arising from or
relating to any of the foregoing, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts from time to time held or
invested in the Certificate Account or the Custodial Account, whether in the
form of cash, instruments, securities or other property and (2) an assignment by
the Company to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B), (C) and (D) granted by
Residential Funding to the Company pursuant to the Assignment Agreement; (c) the
possession by the Trustee, the Custodian or any other agent of the Trustee of
Mortgage Notes or such other items of property as constitute instruments, money,
negotiable documents, investment property, letters of credit, advices of credit
or chattel paper shall be deemed to be "possession by the secured party," or
possession by a purchaser or a person designated by such secured party, for
purposes of perfecting the security interest pursuant to the Minnesota Uniform
Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction (including, without limitation, Section 8-106, 9-305 and 9-115
thereof); and (d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from securities, intermediaries, bailees or agents of, or persons holding for,
(as applicable) the Trustee 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
38
<PAGE>
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.
Section 2.02 Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for purposes of such acknowledgement
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, in trust for the use and
benefit of all present and future Certificateholders. The Trustee or Custodian
(such Custodian being so obligated under a Custodial Agreement) agrees, for the
benefit of the Certificateholders, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain
that all required documents (specifically as set forth in 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
Mortgge 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.
Provided that the related Seller is obligated to cure or repurchase any Mortgage
Loan with respect to which any such defect or
39
<PAGE>
omission has occurred or been discovered, 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. If the related Seller is not obligated to cure or
repurchase a Mortgage Loan as to which a material defect in or omission of a
document required to be included in the Mortgage File exists, the Master
Servicer shall request Residential Funding, pursuant to the Assignment
Agreement, to cure such defect or omission or repurchase such Mortgage Loan in
the manner and at the price set forth in this Section 2.02. The Purchase Price
for any such Mortgage Loan, whether purchased by the Seller, the Subservicer, or
Residential Funding, 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, the Subservicer or its designee, or Residential
Funding 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, the Subservicer, or
Residential Funding as the case may be, to so cure or purchase any Mortgage Loan
as to which a material defect in or omission of a constituent document exists
shall constitute the sole remedy respecting such defect or omission available to
the Certificateholders or the Trustee on behalf of the Certificateholders.
Section 2.03 Representations, Warranties and Covenants of the 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
40
<PAGE>
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
41
<PAGE>
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 seasoned, conventional fully-amortizing,
fixed-rate mortgage loans with level Monthly Payments due on the first day
of each month and terms to maturity of not more than 30 years or, in the
case of 21.2% of the Mortgage Loans, not more than 15 years from the date
of origination or modification;
(iv) To the best of the Company's knowledge, each Mortgage Loan with
a Loan-to-Value Ratio at origination in excess of 80.00%, (except for 4.3%
of the Mortgage Loans with a Loan-to-Value Ratio at origination in excess
of 80%) is the subject of a Primary Insurance Policy that insures the
amount of such Mortgage Loan is in excess of 75% (or, with respect to 17
Mortgage Loans representing approximately 0.8% of the Mortgage Loans,
between 78% and 100%) of the Appraised Value of the related Mortgaged
Property. To the best of the Company's knowledge, each such Primary
Insurance Policy is in full force and effect and the Trustee is entitled
to the benefits thereunder;
(v) The issuers of the Primary Insurance Policies are insurance
companies whose claims-paying abilities are currently acceptable to each
Rating Agency;
(vi) No more than 0.6% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area in California and no more than
6.4% 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;
(vii) If the improvements securing a Mortgage Loan are in a federally
designated
42
<PAGE>
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) None of the Mortgage Loans were underwritten under a reduced
loan documentation program requiring no income verification and no asset
verification;
(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 were Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage under
Section 860G(a)(3)(A) of the Code and Treasury Regulations Section
1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the closing of
each Mortgage Loan and is valid and binding and remains in full force and
effect;
(xiv) Interest on each Mortgage Loan is calculated on the basis of a
360-day year consisting of twelve 30-day months; and
(xv) None 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
43
<PAGE>
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 the
Certificateholders all of its right, title and interest in respect of the
Assignment Agreement and each Seller's Agreement applicable to a Mortgage Loan.
Insofar as the Assignment Agreement or such Seller's Agreement relates to the
representations and warranties made by Residential Funding or the related Seller
in respect of such Mortgage Loan and any remedies provided thereunder for any
breach of such representations and warranties, or any repurchase obligation of
Residential Funding, 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 (provided that the
related Seller is obligated to cure or repurchase any Mortgage Loan with respect
to which any such breach of representation or warranty has occurred) 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
44
<PAGE>
Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form,
and such other documents and agreements as are required by Section 2.01, with
the Mortgage Note endorsed as required by Section 2.01. No substitution will be
made in any calendar month after the Determination Date for such month. Monthly
Payments due with respect to Qualified Substitute Mortgage Loans in the month of
substitution shall not be part of the Trust Fund and will be retained by the
Master Servicer and remitted by the Master Servicer to Residential Funding on
the next succeeding Distribution Date. For the month of substitution,
distributions to the Certificateholders will include the Monthly Payment due on
a Deleted Mortgage Loan for such month and thereafter Residential Funding shall
be entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan
Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the
Schedule of Discount Fractions, for the benefit of the Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the substitution of the
Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall
deliver the amended Mortgage Loan Schedule, and, if the Deleted Mortgage Loan
was a Discount Mortgage Loan, the amended Schedule of Discount Fractions, to the
Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans
shall be subject to the terms of this Agreement and the related Subservicing
greement 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. If the related Seller is not obligated pursuant
to the related Seller's Agreement or otherwise, with respect to a Mortgage Loan
as to which a breach of a representation or warranty by the Seller has occurred
that materially and adversely affects the interests of the Certificateholders in
such Mortgage Loan, to cure such breach or repurchase such Mortgage Loan, the
Master Servicer shall notify Residential Funding of such breach and request that
Residential Funding purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section 2.02.
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)
45
<PAGE>
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 the Certificateholders. If the Master Servicer is Residential
Funding, then the Trustee shall also have the right to give the notification and
require the purchase or substitution provided for in the second preceding
paragraph in the event of such a breach of a representation or warranty made by
Residential Funding in the Assignment Agreement. In connection with the purchase
of or substitution for any such Mortgage Loan by Residential Funding, the
Trustee shall assign to Residential Funding all of the right, title and interest
in respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
Section 2.05 Execution and Authentication of Certificates.
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.
46
<PAGE>
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans in
accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a Mortgaged Property to an
Insurer, the acquisition of any property acquired by foreclosure or deed in lieu
of foreclosure, or the management, marketing and conveyance of any property
acquired by foreclosure or deed in lieu of foreclosure with respect to the
Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding the
foregoing, subject to Section 3.07(a), the Master Servicer shall not permit any
modification with respect to any Mortgage Loan that would both constitute a sale
or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code
and any proposed, temporary or final regulations promulgated thereunder (other
than in connection with a proposed conveyance or assumption of such Mortgage
Loan that is treated as a Principal Prepayment in Full pursuant to Section
3.13(d) hereof) and cause 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 customarily provided
by Persons other than 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.
47
<PAGE>
(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
48
<PAGE>
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.
49
<PAGE>
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
50
<PAGE>
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);
51
<PAGE>
(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 without any right
of reimbursement.
(d) The Master Servicer shall give notice to the Trustee and the Company of
any change in
52
<PAGE>
the location of the Custodial Account and the location of the Certificate
Account prior to the use thereof.
Section 3.08 Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquied by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from the date of application of
such Curtailment to the first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(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
53
<PAGE>
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
54
<PAGE>
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
55
<PAGE>
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 the
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
Section 3.11 Maintenance of the Primary Insurance Policies;
Collections Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to take,
any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the Company had
knowledge of such Primary Insurance Policy. The Master Servicer shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised value of the related
Mortgaged Property as determined in any appraisal thereof after the Closing
Date, or if
56
<PAGE>
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 the Certificateholders, claims to the Insurer under any
Primary Insurance Policies, in a timely manner in accordance with such policies,
and, in this regard, to take or cause to be taken such reasonable action as
shall be necessary to permit recovery under any Primary Insurance Policies
respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance
Proceeds collected by or remitted to the Master Servicer under any Primary
Insurance Policies shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 3.10.
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage Loan
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, 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
57
<PAGE>
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 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).
58
<PAGE>
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 either (i) both (A) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the REMIC Provisions and (B) 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 (ii) 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
59
<PAGE>
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
without any right of reimbursement 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.
60
<PAGE>
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 ay 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
61
<PAGE>
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 the Certificateholders. Notwithstanding any such acquisition of
title and cancellation of the related Mortgage Loan, such REO Property shall
(except as otherwise expressly provided herein) be considered to be an
Outstanding Mortgage Loan held in the Trust Fund until such time as the REO
Property shall be sold. Consistent with the foregoing for purposes of all
calculations hereunder so long as such REO Property shall be considered to be an
Outstanding Mortgage Loan it shall be assumed that, notwithstanding that the
indebtedness evidenced by the related Mortgage Note shall have been discharged,
such Mortgage Note and the related amortization schedule in effect at the time
of any such acquisition of title (after giving effect to any previous
Curtailments and before any adjustment thereto by reason of any bankruptcy or
similar proceeding or any moratorium or similar waiver or grace period) remain
in effect.
(c) In the event that the Trust Fund acquires any REO Property as aforesaid
or otherwise in connection with a default or imminent default on a Mortgage
Loan, the Master Servicer on behalf of the Trust Fund shall dispose of such REO
Property within three full years after the taxable year of its acquisition by
the Trust Fund for purposes of Section 860G(a)(8) of the Code (or such shorter
period as may be necessary under applicable state (including any state in which
such property is located) law to maintain the status of the Trust Fund as a
REMIC under applicable state law and avoid taxes resulting from such property
failing to be foreclosure property under applicable state law) or, at the
expense of the Trust Fund, request, more than 60 days before the day on which
such grace period would otherwise expire, an extension of such grace period
unless the Master Servicer (subject to Section 10.01(f)) obtains for the Trustee
an Opinion of Counsel, addressed to the Trustee and the Master Servicer, to the
effect that the holding by the Trust Fund of such REO Property subsequent to
such period will not result in the imposition of taxes on "prohibited
transactions" as defined in Section 860F of the Code or cause the Trust Fund to
fail to qualify as a REMIC (for federal (or any applicable State or local)
income tax purposes) at any time that any Certificates are outstanding, in which
case the Trust Fund may continue to hold such REO Property (subject to any
conditions contained in such Opinion of Counsel). The Master Servicer shall be
entitled to be reimbursed from the Custodial Account for any costs incurred in
obtaining such Opinion of Counsel, as provided in Section 3.10. Notwithstanding
any other provision of this Agreement, no REO Property acquired by the Trust
Fund shall be rented (or allowed to continue to be rented) or otherwise used by
or on behalf of the Trust Fund in such a manner or pursuant to any terms that
would (i) cause such REO Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code or (ii) subject the Trust
Fund to the imposition of any federal income taxes on the income earned from
such REO Property, including any taxes imposed by reason of Section 860G(c) of
the Code, unless the Master Servicer has agreed to indemnify and hold harmless
the Trust Fund with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any
62
<PAGE>
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 or,
in the case of the Custodian, an electronic request in a form acceptable to the
Custodian, requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation
thereon. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Custodial Account or the
Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure of
any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing Officer substantially in one
of the forms attached as Exhibit H hereto, or, in the case of the Custodian, an
electronic request in a form acceptable to the Custodian, requesting that
possession of all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason for such release
and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt
of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Trustee, or the Custodian as agent for
63
<PAGE>
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
Foreclosure Profits and any Servicing Fee or Subservicing Fee considered to be
accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.
64
<PAGE>
(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, the Trustee and Financial
Security 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
65
<PAGE>
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, the Trustee and Financial Security 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
66
<PAGE>
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.
67
<PAGE>
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature not later than the Business Day next preceding the Distribution Date next
following the date of such investment (except that (i) any investment in the
institution with which the Certificate Account is maintained may mature on such
Distribution Date and (ii) any other investment may mature on such Distribution
Date if the Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds immediately as realized without any
right of reimbursement.
Section 4.02 Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
Financial Security the Insurance Premium, 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
68
<PAGE>
each Class of Certificates (other than any Subclass of the Class A-4
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-4 Certificates, shall be equal to
the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each
Holder of a Subclass thereof of the following amounts, in the following order of
priority (subject to the provisions of Section 4.02(b)), in each case to the
extent of the Available Distribution Amount, together with, as to any Class A-2
Certificate, any Insured Reserve Withdrawal pursuant to Section 4.08 hereof.:
(i) to the Class A Certificateholders (other than the Class A-3
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-4 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);
(ii) (X) to the Class A-3 Certificateholders, the Class A-3 Principal
Distribution Amount; and
(Y) to the Class A Certificateholders (other than Class A-3
Certificateholders) and Class R Certificateholders, in the priorities and
amounts set forth in Section 4.02(b)(ii) 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
69
<PAGE>
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;
70
<PAGE>
(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-3 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-3 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-3 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-
71
<PAGE>
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-3 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-3 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-3 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-3 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 Financial Security, as subrogee of the Insured
Certificateholders, to reimburse Financial Security for claims paid under
the FSA Policy, to the extent of Cumulative Insurance Payments on the
Insured Certificates;
(xvii) 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
72
<PAGE>
remaining after the foregoing distributions, applied to reduce the
Certificate Principal Balances of such Class A and Class R Certificates,
but in no event more than the aggregate of the outstanding Certificate
Principal Balances of each such Class of Class A and Class R Certificates,
and thereafter, to each Class of Class M Certificates then outstanding
beginning with such Class with the lowest numerical designation, any
portion of the Available Distribution Amount remaining after the Class A
Certificates and Class R Certificates have been retired, applied to reduce
the Certificate Principal Balance of each such Class of Class M
Certificates, but in no event more than the outstanding Certificate
Principal Balance of each such Class of Class M Certificates; and
thereafter to each such Class of Class B Certificates then outstanding
beginning with such Class with the lowest numerical 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
(xviii) 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 the failure of the Master Servicer to make any required Advance, or
the determination by the Master Servicer that any proposed Advance would be a
Nonrecoverable Advance 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-4 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-3 Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the "Class A-3
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;
73
<PAGE>
(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 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 Discount
Mortgage Loan to the extent applied as recoveries of principal;
(D) any amounts allocable to principal for any previous
Distribution Date (calculated pursuant to clauses (A) through (C)
above) that remain undistributed; and
(E) the amount of any Class A-3 Collection Shortfalls for such
Distribution Date and the amount of any Class A-3 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 as
follows:
(A) first, to the Class R Certificates, until the
Certificate Principal Balance thereof has been reduced
to zero;
second, to the Class A-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
third, to the Class A-2 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-3
Certificates) will be disregarded and an amount equal to the Discount Fraction
of the principal portion of scheduled payments and unscheduled collections
received or advanced in respect of Discount Mortgage Loans will be distributed
to the Class A-3 Certificates and the Senior Principal Distribution Amount will
be distributed to all Classes of Senior
74
<PAGE>
Certificates (other than the Class A-3 Certificates) pro rata in accordance with
their respective outstanding Certificate Principal Balances until such
Certificate Principal Balances have been reduced to zero.
(d) After reduction of the Certificate Principal Balances of the Senior
Certificates (other than the Class A-3 Certificates) to zero but prior to the
Credit Support Depletion Date, the Senior Certificates (other than the Class A-3
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-3, Class A-4, 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 (or to Financial
Security, as subrogee for such Certificateholders, to the extent Financial
Security made an FSA Insurance Payment in respect of such Realized Loss), if
applicable (with the amounts to be distributed allocated among such Classes in
the same proportions as such Realized Loss was allocated), and within each such
Class to the Certificateholders of record as of the Record Date immediately
preceding the date of such distribution (or if such Class of Certificates is no
longer outstanding, to the Certificateholders of record at the time that such
Realized Loss was allocated); provided that no such distribution to any Class of
Certificates of subsequent recoveries related to a Mortgage Loan shall exceed,
either individually or in the aggregate and together with any other amounts paid
in reimbursement therefor, the amount of the related Realized Loss that was
allocated to such Class of Certificates. Notwithstanding the foregoing, no such
distribution shall be made with respect to the Certificates of any Class to the
extent that either (i) such Class was protected against the related Realized
Loss pursuant to any instrument or fund established under Section 12.01(e) or
(ii) such Class of Certificates has been deposited into a separate trust fund or
other structuring vehicle and separate certificates or other instruments
representing interests therein have been issued in one or more classes, and any
of such separate certificates or other instruments was protected against the
related Realized Loss pursuant to any limited guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or a combination thereof. Any amount to be so
distributed shall be distributed by the Master Servicer to the
Certificateholders of record as of the Record Date immediately preceding the
date of suc distribution (i) with respect to the Certificates of any Class
(other than the Class A-4 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-4 Certificates, to the Class
A-4 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
75
<PAGE>
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. The Trustee and the Depository
shall be responsible for the allocation of the aggregate amount of distributions
in reduction of the Certificate Principal Balance of the Insured Certificates as
set forth in Section 4.10. 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).
(h) Notwithstanding the priorities relating to distributions of principal
among the Insured Certificates described above, on any Distribution Date,
distributions in respect of principal on the Insured Certificates will be
allocated among the Holders of the Insured Certificates as set forth in Section
4.10. On each Distribution Date on which amounts are available for distributions
in reduction of the Certificate Principal Balance of the Insured Certificates
(including, for purposes of this paragraph, the portion of any FSA Insurance
Payment allocable to principal) the aggregate amount allocable to such
distributions will be rounded upward by the Rounding Amount. Such rounding will
be accomplished on the first Distribution Date on which distributions in
reduction of the Certificate Principal Balance of the Insured Certificates are
made by withdrawing from the Rounding Account the Rounding Amount for deposit
into the Certificate Account, and such Rounding Amount will be added to the
amount that is allocable for distributions in reduction of the Certificate
Principal Balance of the Insured Certificates. On each succeeding Distribution
Date on which distributions in reduction of the Certificate Principal Balance of
the Insured Certificates are made, first, the aggregate amount available for
distribution in reduction of the Certificate Principal Balance of the Insured
Certificates will be applied to repay the Rounding Amount withdrawn from the
Rounding Account on the prior Distribution Date and then, the remainder of such
allocable
76
<PAGE>
amount, if any, will be similarly rounded upward through another withdrawal from
the Rounding Account and such determined Rounding Amount will be added to the
amount that is allocable for distributions in reduction of the Certificate
Principal Balance of the Insured Certificates. Any funds remaining in the
Rounding Account after the Certificate Principal Balance of the Insured
Certificates is reduced to zero shall be distributed to the Class R
Certificateholders.
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, Financial
Security 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 Guaranteed Distribution for such Distribution Date, and the
respective portions thereof allocable to principal and interest for the
Insured Certificates;
(vii) the amount of any FSA Insurance Payment made on such
Distribution Date, the amount of any reimbursement payment made to
Financial Security on such Distribution Date pursuant to Sections
4.02(a)(xvi) and the amount of Cumulative Insurance Payments after giving
effect to any such FSA Insurance Payment or any such reimbursement payment
to Financial Security;
(viii) 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;
(ix) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
77
<PAGE>
(x) 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;
(xi) the number, aggregate principal balance and book value of any
REO Properties;
(xii) 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;
(xiii) the Special Hazard Amount, Fraud Loss Amount and the
Bankruptcy Amount as of the close of business on such Distribution Date
and a description of any change in the calculation of such amounts;
(xiv) the weighted average Pool Strip Rate for such Distribution Date
and the Pass-Through Rate on the Class A-4 Certificates and each Subclass,
if any, thereof;
(xv) the occurrence of the Credit Support Depletion Date;
(xvi) the Senior Accelerated Distribution Percentage applicable to
such distribution;
(xvii) the Senior Percentage for such Distribution Date;
(xviii) the aggregate amount of Realized Losses for such Distribution
Date;
(xix) the aggregate amount of any recoveries on previously foreclosed
loans from Sellers due to a breach of representation or warranty;
(xx) the weighted average remaining term to maturity of the Mortgage
Loans after giving effect to the amounts distributed on such Distribution
Date;
(xxi) the weighted average Mortgage Rates of the Mortgage Loans after
giving effect to the amounts distributed on such Distribution Date;
(xxii) the Notional Amount of the Class A-4 Certificates;
(xxiii) the amount of any payment made from the Insured Reserve Fund
on such Distribution Date and the balance of the Insured Reserve Fund
after giving effect to such amounts; and
(xxiv) if any of the Class M Certificates are held by a Depository, a
legend substantially in the form of Exhibit J-3 hereto, referencing such
Certificates.
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
78
<PAGE>
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, Financial Security 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) ; and (iii) the amount
of Cumulative Insurance Payments as of such Determination Date; provided,
however, that the Master Servicer shall provide to the Trustee a written
statement setting forth the portion of the Senior Principal Distribution Amount
distributable to the Insured Certificates on any Distribution Date on a date
prior to the close of business on the next Business Day succeeding each
Determination Date, if necessary to enable the Trustee to notify the Depository
in accordance with Section 4.10(a). The determination by the Master Servicer of
such amounts shall, in the absence of obvious error, be presumptively deemed
79
<PAGE>
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
80
<PAGE>
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) assume the rights and obligations of the Master
Servicer hereunder, including the obligation to deposit in the Certificate
Account an amount equal to the Advance for the immediately succeeding
Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
Section 4.05 Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine the
total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Debt Service Reduction, Deficient Valuation, REO Disposition or
Servicing Modification 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 Bankruptcy Losses, Excess
Special Hazard Losses, Excess Fraud Losses, or Extraordinary 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-3
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-3 Certificates) and Class R Certificates,
on a pro rata basis, as described below. Any Excess Bankruptcy Losses, Excess
Special Hazard Losses, Excess Fraud Losses or Extraordinary Losses on
Non-Discount Mortgage Loans will be allocated among the Class A (other than the
Class A-3 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-3 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-3 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
81
<PAGE>
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-4 Certificates
have been issued pursuant to Section 5.01(c), such Realized Losses and other
losses allocated to the Class A-4 Certificates shall be allocated among the
Subclasses of such Class 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, the Trustee or the Trust Fund
whereupon the Master Servicer shall succeed to all of the Trustee's right, title
and interest in and to such Mortgage Loan, and all security and documents
relative thereto. Such assignment shall be an assignment outright and not for
security. The Master Servicer will
82
<PAGE>
thereupon own such Mortgage, and all such security and documents, free of any
further obligation to the Trustee or the Certificateholders with respect
thereto. Notwithstanding anything to the contrary in this Section 4.07, the
Master Servicer shall continue to service any such Mortgage Loan after the date
of such purchase in accordance with the terms of this Agreement and, if any
Realized Loss with respect to such Mortgage Loan occurs, allocate such Realized
Loss to the Class or Classes of Certificates that would have borne such Realized
Loss in accordance with the terms hereof as if such Mortgage Loan had not been
so purchased. For purposes of this Agreement, a payment of the Purchase Price by
the Master Servicer pursuant to this Section 4.07 will be viewed as an advance,
and the amount of any Realized Loss shall be recoverable pursuant to the
provisions for the recovery of unreimbursed Advances under Section 4.02(a) or,
to the extent not recoverable under such provisions, as a Nonrecoverable Advance
as set forth herein.
Section 4.08 Insured Reserve Fund.
No later than the Closing Date, the Trustee will establish and maintain
with itself one or more segregated trust accounts that are Eligible Accounts,
which shall be titled "Insured Reserve Fund, Bankers Trust Company, as trustee
for the registered holders of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1998-NS2, Class A-2." On the Closing
Date, Greenwich Capital Markets, Inc. (the "Underwriter") shall deposit with the
Trustee, and the Trustee shall deposit into the Insured Reserve Fund, cash in an
amount equal to $12,000.
The Master Servicer shall direct the Trustee in writing on each
Distribution Date to withdraw amounts on deposit in the Insured Reserve Fund for
deposit into the Certificate Account, and to pay to the holders of the Insured
Certificates pursuant to Section 4.02(a)(i), the amount of Prepayment Interest
Shortfalls otherwise allocable to the Class A-2 Certificates pursuant to the
definition of Accrued Certificate Interest (to the extent not offset by the
Master Servicer pursuant to Section 3.16(e) hereof), and to the extent of funds
on deposit in the Insured Reserve Fund (the amount of such withdrawal for any
Distribution Date, the "Insured Reserve Withdrawal").
For federal income tax purposes, the Underwriter shall be the owner of the
Reserve Fund and shall report all items of income, deduction, gain or loss
arising therefrom. Notwithstanding anything herein to the contrary, the Insured
Reserve Fund shall not be an asset of the REMIC. The Insured Reserve Fund shall
be invested in Permitted Investments at the direction of the Underwriter. All
income and gain realized from investment of funds deposited in the Insured
Reserve Fund shall be deposited in the Insured Reserve Fund for the sole use and
exclusive benefit of the Insured Reserve Fund. The amount of any loss incurred
in respect of any such investments shall be deposited in the Insured Reserve
Fund by the Underwriter out of its own funds immediately as realized without any
right of reimbursement. The balance, if any, remaining in the Insured Reserve
Fund on the Distribution Date on which the Certificate Principal Balance of the
Insured Certificates is reduced to zero will be distributed by the Trustee to
the Underwriter. To the extent that the Insured Reserve 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 Underwriter,
all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The
Insured Reserve Fund may not be owned by more than one Person and (3) for all
federal tax purposes, any amounts transferred by the REMIC
83
<PAGE>
to the Insured Reserve Fund will be treated as amounts distributed by the REMIC
to the Underwriter.
Section 4.09 Rounding Account.
No later than the Closing Date, the Trustee will establish and maintain
with itself a segregated trust account that is an Eligible Account, which shall
be titled "Rounding Account, Bankers Trust Company, as trustee for the
registered holders of Residential Funding Mortgage Securities I, Inc., Mortgage
Pass-Through Certificates, Series 1998-NS2, Class A-2." On the Closing Date, the
Underwriter shall deposit with the Trustee, and the Trustee shall deposit into
the Rounding Account, cash in an amount equal to $999.99.
The Trustee on each Distribution Date shall, based upon information
provided by the Master Servicer for the related Distribution Date, withdraw
funds from the Rounding Account to pay to the holders of the Insured
Certificates pursuant to Section 4.02(h) the Rounding Amount. In addition, the
Trustee on each Distribution Date shall, based upon information provided by the
Master Servicer for the related Distribution Date, withdraw funds from the
Certificate Account to repay to the Rounding Account the Rounding Amount from
the prior Distribution Date as contemplated in Section 4.02(h).
Section 4.10 Principal Distributions on the Insured Certificates.
Distributions in reduction of the Certificate Principal Balance of the
Insured Certificates will be made in integral multiples of $1,000 at the request
of the appropriate representatives of Beneficial Owners of Insured Certificates
or by mandatory distributions by Random Lot or on a pro rata basis as described
below.
All requests for distributions in reduction of the Certificate Principal
Balance of the Insured Certificates will be accepted in accordance with the
provisions set forth in Section 4.10(a). All requests for distributions in
reduction of the Certificate Principal Balance of the Insured Certificates with
respect to any Distribution Date must be received by the Depository and
forwarded to, and received by, the Trustee no later than the close of business
on the related Record Date. Requests for distributions that are received by the
Depository and forwarded to the Trustee after the related Record Date, and
requests for distributions forwarded to the Trustee prior to the related Record
Date and not accepted with respect to any Distribution Date, will be treated as
requests for distributions in reduction of the Certificate Principal Balance of
Insured Certificates on the next succeeding Distribution Date, and each
succeeding Distribution Date thereafter, until each such request is accepted or
is withdrawn as provided in Section 4.10(a). Such requests as are not so
withdrawn shall retain their order of priority without the need for any further
action on the part of the appropriate Certificate Owner of the related Insured
Certificate, all in accordance with the procedures of the Depository and the
Trustee. Upon the transfer of beneficial ownership of any Insured Certificate,
any distribution request previously submitted with respect to such Certificate
will be deemed to have been withdrawn only upon the receipt by the Trustee on or
before the Record Date for such Distribution Date of notification of such
withdrawal in the manner set forth in Section 4.10(a) using a form required by
the Depository.
84
<PAGE>
Distributions in reduction of the Certificate Principal Balance of the
Insured Certificates on any Distribution Date will be applied in an amount equal
to the Senior Principal Distribution Amount allocable to such Class pursuant to
Section 4.02(b), minus any amounts deposited in the Rounding Account plus any
amounts available for distribution from such Rounding Account, provided that the
aggregate distribution in reduction of the Certificate Principal Balance of the
Insured Certificates on any Distribution Date shall be made in an integral
multiple of $1,000.
To the extent that the portion of the Senior Principal Distribution Amount
allocable to distributions in reduction of the Certificate Principal Balance of
the Insured Certificates on any Distribution Date exceeds the aggregate
Certificate Principal Balance of Insured Certificates with respect to which
distribution requests, as set forth above, have been received (minus any amounts
deposited in the Rounding Account plus any amounts required to be distributed
pursuant to the Rounding Account), distributions in reduction of the Certificate
Principal Balance of the Insured Certificates will be made by mandatory
distribution pursuant to Section 4.10(b).
(a) Requests for distributions in reduction of the Certificate Principal
Balance of Insured Certificates must be made by delivering a written request
therefor to the Depository Participant or Indirect Depository Participant that
maintains the account evidencing such Certificate Owner's interest in Insured
Certificates. The Depository Participant should in turn make the request of the
Depository (or, in the case of an Indirect Depository Participant, such Indirect
Depository Participant must notify the related Depository Participant of such
request, which Depository Participant should make the request of the Depository)
on a form required by the Depository and provided to the Depository Participant.
Upon receipt of such request, the Depository will date and time stamp such
request and forward such request to the Trustee. The Depository may establish
such procedures as it deems fair and equitable to establish the order of receipt
of requests for such distributions received by it on the same day. None of the
Company, Master Servicer, the Trustee or Financial Security shall be liable for
any delay in delivery of requests for distributions or withdrawals of such
requests by the Depository, a Depository Participant or any Indirect Depository
Participant.
The Trustee shall maintain a list of those Depository Participants
representing the appropriate Certificate Owners of Insured Certificates that
have submitted requests for distributions in reduction of the Certificate
Principal Balance of Insured Certificates, together with the order of receipt
and the amounts of such requests. The Depository will honor requests for
distributions in the order of their receipt. The Trustee shall notify the
Depository as to which requests should be honored on each Distribution Date at
least three Business Days prior to such Distribution Date based on the report
received by the Trustee pursuant to Section 4.04 and shall notify the Depository
as to the amount of the Senior Principal Distribution Amount to be distributed
to the Insured Certificates by Random Lot pursuant to Section 4.10(b). Requests
shall be honored by the Depository in accordance with the procedures, and
subject to the priorities and limitations, described in this Section 4.10. The
exact procedures to be followed by the Trustee and the Depository for purposes
of determining such priorities and limitations will be those established from
time to time by the Trustee or the Depository, as the case may be. The decisions
of the Trustee and the Depository concerning such matters will be final and
binding on all affected persons.
85
<PAGE>
Individual Insured Certificates that have been accepted for a distribution
shall be due and payable on the applicable Distribution Date. Such Certificates
shall cease to bear interest after the last day of the month preceding the month
in which such Distribution Date occurs, and notwithstanding anything to the
contrary herein, no amounts shall be due from Financial Security or otherwise
with respect to interest on such Certificates after such last day of the month.
Any Certificate Owner of an Insured Certificate that has requested a
distribution may withdraw its request by so notifying in writing the Depository
Participant or Indirect Depository Participant that maintains such Certificate
Owner's account. In the event that such account is maintained by an Indirect
Depository Participant, such Indirect Depository Participant must notify the
related Depository Participant which in turn must forward the withdrawal of such
request, on a form required by the Depository, to the Trustee. If such notice of
withdrawal of a request for distribution has not been received by the Depository
and forwarded to the Trustee on or before the Record Date for the next
Distribution Date, the previously made request for distribution will be
irrevocable with respect to the making of distributions in reduction of the
Certificate Principal Balance of the Insured Certificates on such Distribution
Date.
In the event any requests for distributions in reduction of the
Certificate Principal Balance of the Insured Certificates are rejected by the
Trustee for failure to comply with the requirements of this Section 4.10, the
Trustee shall return such request to the appropriate Depository Participant with
a copy to the Depository with an explanation as to the reason for such
rejection.
(b) To the extent, if any, that distributions in reduction of the
Certificate Principal Balance of the Insured Certificates on a Distribution Date
exceed the outstanding Certificate Principal Balance of Insured Certificates
with respect to which distribution requests have been received by the related
Record Date, as provided in Section 4.10(a) above, the additional distributions
in reduction of the Certificate Principal Balance of the Insured Certificates
will be made by mandatory distributions in reduction thereof. Such mandatory
distributions on Individual Insured Certificates will be made by Random Lot in
accordance with the then-applicable Random Lot procedures of the Depository, the
Depository Participants and the Indirect Depository Participants representing
the Certificate Owners; provided however, that, if after the distribution in
reduction of the Certificate Principal Balance of the Insured Certificates on
the next succeeding Distribution Date on which mandatory distributions are to be
made, the Certificate Principal Balance of the Insured Certificates would not be
reduced to zero, the Individual Insured Certificates to which such distributions
will be applied shall be selected by the Depository from those Insured
Certificates not otherwise receiving distributions in reduction of the
Certificate Principal Balance on such Distribution Date. The Trustee shall
notify the Depository of the aggregate amount of the mandatory distribution in
reduction of the Certificate Principal Balance of the Insured Certificates to be
made on the next Distribution Date. The Depository shall then allocate such
aggregate amount among its Depository Participants on a Random Lot basis. Each
Depository Participant and, in turn, each Indirect Depository Participant will
then select, in accordance with its own procedures, Individual Insured
Certificates from among those held in its accounts to receive mandatory
distributions in reduction of the Certificate Principal Balance of the Insured
Certificates, such that the total amount so selected is equal to the aggregate
amount of such mandatory distributions allocated to such Depository Participant
by the Depository
86
<PAGE>
and to such Indirect Depository Participant by its related Depository
Participant, as the case may be. Depository Participants and Indirect Depository
Participants that hold Insured Certificates selected for mandatory distributions
in reduction of the Certificate Principal Balance thereof are required to
provide notice of such mandatory distributions to the affected Certificate
Owners. The Master Servicer agrees to notify the Trustee of the amount of
distributions in reduction of the Certificate Principal Balance of the Insured
Certificates to be made on each Distribution Date in a timely manner such that
the Trustee may fulfill its obligations pursuant to the Letterof Representations
dated the Business Day immediately preceding the Closing Date among the Company,
the Trustee and the Depository.
(c) Notwithstanding any provisions herein to the contrary, on each
Distribution Date following the first Distribution Date on which any Realized
Losses are allocated to the Insured Certificates, distributions in reduction of
the Certificate Principal Balance of the Insured Certificates will be made pro
rata among the Certificate Owners of the Insured Certificates and will not be
made in integral multiples of $1,000 nor pursuant to requests for distribution
as permitted by this Section 4.10 or mandatory distributions by Random Lot.
(d) In the event that Definitive Certificates representing the Insured
Certificates are issued pursuant to Section 5.01, an amendment to this
Agreement, which may be approved without the consent of any Certificateholders,
shall establish procedures relating to the manner in which distributions in
reduction of the Certificate Principal Balance of the Insured Certificates are
to be made; provided that such procedures shall be consistent, to the extent
practicable and customary for certificates similar to the Insured Certificates,
with the provisions of this Section 4.10.
87
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates, respectively,
shall be substantially in the forms set forth in Exhibits A, B, C and D and
shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery to or upon the order of
the Company and in the case of any Certificates issued on the Closing Date, upon
receipt by the Trustee or one or more Custodians of the documents specified in
Section 2.01. The Class A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class
M-2, and Class M-3 Certificates shall be issuable in minimum dollar
denominations of $25,000 (or $250,000 in the case of the Class M-2 and Class M-3
Certificates) and integral multiples of $1 (or in the case of the Class A-3,
$1,000) in excess thereof, and the Class B-1, Class B-2 and Class B-3
Certificates shall be issuable in minimum denominations of $250,000 and integral
multiples of $1,000 in excess thereof, except that one Class A-3, Class B-1,
Class B-2 and Class B-3 Certificate will issuable in a denomination set forth as
follows for such Class or the sum of such denomination and an integral multiple
of $1,000:
Class A-3 $ 25,210.47
Class B-1 $ 250,700.00
Class B-2 $ 250,600.00
Class B-3 $ 250,539.61
The Class A-4 Certificates and Class R Certificates shall be issuable in
minimum denominations of not less than a 20.00% Percentage Interest (except as
provided in Section 5.01(c) with respect to the Class A-4 Certificates);
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 the Class A-4 Certificates shall be issuable in minimum
denominations of not less than a 100% Percentage Interest, except as provided in
Section 5.01(c).
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
88
<PAGE>
(b) The Class A Certificates, other than the Class A-3 and Class A-4
Certificates, and the Class M 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-3
Certificates and Class A-4 Certificates, and the Class M 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.
89
<PAGE>
(c) From time to time, Residential Funding, as the initial Holder of the
Class A-4 Certificates may exchange such Holder's Class A-4 Certificates for
Subclasses of Class A-4 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-4 Certificates so surrendered for exchange. Any Subclass so issued shall
bear a numerical designation commencing with Class A-4-1 and continuing
sequentially thereafter, and will evidence ownership of the Uncertificated REMIC
Regular Interest or Interests specified in writing by such initial Holder to the
Trustee. The Trustee may conclusively, without any independent verification,
rely on, and shall be protected in relying on, Residential Funding's
determinations of the Uncertificated REMIC Regular Interests corresponding to
any Subclass, the initial Subclass Notional Amount and the initial Pass-Through
Rate on a Subclass as set forth in such Request for Exchange and the Trustee
shall have no duty to determine if any Uncertificated REMIC Regular Interest
designated on a Request for Exchange corresponds to a Subclass which has
previously been issued. Each Subclass so issued shall be substantially in the
form set forth in Exhibit A and shall, on original issue, be executed and
delivered by the Trustee to the Certificate Registrar for authentication and
delivery in accordance with Section 5.01(a). Every Certificate presented or
surrendered for exchange by the initial Holder shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer attached to such Certificate and shall be
completed to the satisfaction of the Trustee and the Certificate Registrar duly
executed by, the Holder thereof or his attorney duly authorized in writing. The
Certificates of any Subclass of Class A-4 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
90
<PAGE>
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. 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 (except that, if such
transfer is made by the Company or the Master Servicer or any Affiliate thereof,
the Company or the Master Servicer shall provide such Opinion of Counsel at
their own expense); provided that such Opinion of Counsel will not be required
in connection with the initial transfer of any such Certificate by the Company
or any Affiliate thereof to the Company or an Affiliate of the Company and (B)
the Trustee shall require the transferee to execute a representation letter,
substantially in the form of Exhibit J-1 hereto, and the Trustee shall require
the transferor to execute a representation letter, substantially in the form of
Exhibit K hereto, each acceptable to and in form and substance satisfactory to
the Company and the Trustee certifying to the Company and the Trustee the facts
surrounding such transfer, which representation letters shall not be an expense
of the Trustee, the Company or the Master Servicer 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) (i) In the case of any Class M, Class B or Class R Certificate
presented for registration in the name of any Person, either (A) 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
91
<PAGE>
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 (B) 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 either (a) 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 (each, a "Plan Investor") or
(b) the following conditions are satisfied: (i) such Transferee is an insurance
company, (ii) the source of funds used to purchase or hold such Certificate (or
interest therein) is an "insurance company general account" (as defined in U.S.
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied (each entity that satisfies this clause (b), a "Complying Insurance
Company").
(ii) Notwithstanding the foregoing, an Opinion of Counsel or certification
will not be required with respect to the transfer of any Class M Certificate to
a Depository, or for any subsequent transfer of any interest in a Class M
Certificate for so long as such Certificate is a Book-Entry Certificate (each
such Class M Certificate, a "Book-Entry Class M Certificate"). Any Transferee of
a Book-Entry Class M Certificate will be deemed to have represented by virtue of
its purchase or holding of such Certificate (or interest therein) that either
(a) such Transferee is not a Plan Investor or (b) such Transferee is a Complying
Insurance Company.
(iii)(A) If any Class M Certificate (or any interest therein) is acquired
or held in violations of the provisions of Section (ii) above, then the last
preceding Transferee that either (i) is not a Plan Investor or (ii) is a
Complying Insurance Company shall be restored, to the extent permitted by law,
to all rights and obligations as Certificate Owner thereof retroactive to the
date of such Transfer of such Class M Certificate. The Trustee shall be under no
liability to any Person for making any payments due on such Certificate to such
preceding Transferee.
(B) Any purported Certificate Owner whose acquisition or holding of any
Book-Entry Class M Certificate (or interest therein) was effected in violation
of the restrictions in this Section 5.02(e) shall indemnify and hold harmless
the Company, the Trustee, the Master Servicer, any Subservicer, and the Trust
Fund from and against any and all liabilities, claims, costs or expenses
incurred by such parties as a result of such acquisition or holding.
(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
92
<PAGE>
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 Regulation Section 1.67-3T(a)(2)(i)(A) immediately
93
<PAGE>
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
94
<PAGE>
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
95
<PAGE>
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, Financial Security, the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee, Financial Security 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, Financial Security, the Certificate Registrar nor any agent of the
Company, the Master Servicer, the Trustee, Financial Security 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
96
<PAGE>
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 sum of the outstanding Certificate Principal Balance of such Certificates
plus the sum of Accrued Certificate Interest thereon for the related Interest
Accrual Period and any previously unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the Certificates is
anticipated to be made upon presentation and surrender of such
Certificates at the office or agency of the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and
surrender of the Certificates at the office or agency of the Trustee
therein specified.
If either the Master Servicer or the Company gives the notice specified above,
the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of Accrued Certificate Interest thereon for the related
Interest Accrual Period and any previously unpaid Accrued Certificate Interest
with respect thereto and any Prepayment Interest Shortfalls allocated to the
Insured Certificates to the extent covered by the Insured Reserve Fund or a
Guaranteed Distribution.
(d) In the event that any Certificateholders do not surrender their
Certificates on or before
97
<PAGE>
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.
98
<PAGE>
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01 Respective Liabilities of the Company and the Master Servicer.
The Company and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Company and the Master Servicer herein. By
way of illustration and not limitation, the Company is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
Section 6.02 Merger or Consolidation of the Company or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master Servicer.
(a) The Company and the Master Servicer will each keep in full effect its
existence, rights and franchises as a corporation under the laws of the state of
its incorporation, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may be merged
or consolidated, or any corporation resulting from any merger or consolidation
to which the Company or the Master Servicer shall be a party, or any Person
succeeding to the business of the Company or the Master Servicer, shall be the
successor of the Company or the Master Servicer, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or surviving Person to the Master Servicer
shall be qualified to service mortgage loans on behalf of FNMA or FHLMC; and
provided further that each Rating Agency's ratings, if any, of the Class A,
Class M, Class B or Class R Certificates in effect immediately prior to such
merger or consolidation will not be qualified, reduced or withdrawn as a result
thereof (as evidenced by a letter to such effect from each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to
the contrary, the Master Servicer may assign its rights and delegate its duties
and obligations under this Agreement; provided that the Person accepting such
assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the
Trustee and the Company, is willing to service the Mortgage Loans and executes
and delivers to the Company and the Trustee an agreement, in form and substance
reasonably satisfactory to the Company and the Trustee, which contains an
assumption by such Person of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the
99
<PAGE>
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.
100
<PAGE>
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.
101
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be
distributed to the Holders of Certificates of any Class any distribution
required to be made under the terms of the Certificates of such Class and
this Agreement and, in either case, such failure shall continue unremedied
for a period of 5 days after the date upon which written notice of such
failure, requiring such failure to be remedied, shall have been given to
the Master Servicer by the Trustee or the Company or to the Master
Servicer, the Company and the Trustee by the Holders of Certificates of
such Class evidencing Percentage Interests aggregating not less than 25%;
or
(ii) the Master Servicer shall fail to observe or perform in any
material respect any other of the covenants or agreements on the part of
the Master Servicer contained in the Certificates of any Class or in this
Agreement and such failure shall continue unremedied for a period of 30
days (except that such number of days shall be 15 in the case of a failure
to pay the premium for any Required Insurance Policy) after the date on
which written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer by the Trustee or the
Company, or to the Master Servicer, the Company and the Trustee by the
Holders of Certificates of any Class evidencing, in the case of any such
Class, Percentage Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law
or appointing a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Master Servicer and such decree or order
shall have remained in force undischarged or unstayed for a period of 60
days; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities, or similar proceedings of, or
relating to, the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to pay
its debts
102
<PAGE>
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.
103
<PAGE>
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
104
<PAGE>
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) or (ii). Upon any such waiver of a default or Event of
Default by the Holders representing the requisite percentage of Voting Rights
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.
105
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and after
the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion the
notices, reports and statements required to be forwarded by the Trustee pursuant
to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a timely
fashion to the Master Servicer such information as the Master Servicer may
reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of the Trust Fund as a REMIC under the REMIC Provisions and (subject to Section
10.01(f)) to prevent the imposition of any federal, state or local income,
prohibited transaction, contribution or other tax on the Trust Fund to the
extent that maintaining such status and avoiding such taxes are reasonably
within the control of the Trustee and are reasonably within the scope of its
duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee by the Company or the Master Servicer and which
on their face, do not contradict
106
<PAGE>
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
107
<PAGE>
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
108
<PAGE>
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
109
<PAGE>
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 and the Custodial Agreement, provided
that:
(i) with respect to any such claim, the Trustee shall have given the
Master Servicer written notice thereof promptly after the Trustee shall
have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee
shall cooperate and consult fully with the Master Servicer in preparing
such defense; and
(iii) notwithstanding anything in this Agreement to the contrary, the
Master Servicer shall not be liable for settlement of any claim by the
Trustee entered into without the prior consent of the Master Servicer
which consent shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations created by this
Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the Master
Servicer in this Section 8.05(b) shall not pertain to any loss, liability or
expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
Section 8.06 Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
Section 8.07 Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts
hereby created by
110
<PAGE>
giving written notice thereof to the Company. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor trustee
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Company may
remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Company determines that the Trustee has failed (i) to distribute or cause to
be distributed to the Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Company) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written notice of such failure, requiring that
the same be remedied, shall have been given to the Trustee by the Company, then
the Company may remove the Trustee and appoint a successor trustee by written
instrument delivered as provided in the preceding sentence. In connection with
the appointment of a successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the lesser of the then
current or original ratings on suc Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Company, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
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
111
<PAGE>
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
112
<PAGE>
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11 Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the Company,
appoint one or more Custodians who are not Affiliates of the Company, the Master
Servicer or any Seller to hold all or a portion of the Mortgage Files as agent
for the Trustee, by entering into a Custodial Agreement. Subject to Article
VIII, the Trustee agrees to comply with the terms of each Custodial Agreement
and to enforce the terms and provisions thereof against the Custodian for the
benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be 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.
113
<PAGE>
Section 8.12 Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New York
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at 4 Albany Street, 8th
Floor, New York, New York 10006 for the purpose of keeping the Certificate
Register. The Trustee will maintain an office at the address stated in Section
12.05(c) hereof where notices and demands to or upon the Trustee in respect of
this Agreement may be served.
114
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Company to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of all
Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan or, if less than such unpaid
principal balance, the fair market value of the related underlying
property of such Mortgage Loan with respect to Mortgage Loans as to which
title has been acquired if such fair market value is less than such unpaid
principal balance (net of any unreimbursed Advances attributable to
principal) on the day of repurchase plus accrued interest thereon at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of any
Modified Mortgage Loan) to, but not including, the first day of the month
in which such repurchase price is distributed, provided, however, that in
no event shall the trust created hereby continue beyond the expiration of
21 years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late ambassador of the United States to the Court of St.
James, living on the date hereof and provided further that the purchase
price set forth above shall be increased as is necessary, as determined by
the Master Servicer, to avoid disqualification of the Trust Fund as a
REMIC.
The right of the Master Servicer or the Company to purchase all the assets
of the Trust Fund pursuant to clause (ii) above is conditioned upon the Pool
Stated Principal Balance as of the Final Distribution Date being less than ten
percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In addition, the
Master Servicer or the Company, as applicable, shall provide to the Trustee the
certification required by Section 3.15 and the Trustee and any Custodian shall,
promptly following payment of the purchase price, release to the Master Servicer
or the Company, as applicable, the Mortgage Files pertaining to the Mortgage
Loans being purchased.
115
<PAGE>
(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, Class B 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 Accrued Certificate Interest for the related
Interest Accrual Period thereon and any previously unpaid Accrued Certificate
Interest, subject to the priority set forth in Section 4.02(a) and any
Prepayment Interest Shortfalls allocated to the Insured Certificates to the
extent covered by the Insured Reserve Fund or a Guaranteed Distribution, 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
116
<PAGE>
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
117
<PAGE>
(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.
118
<PAGE>
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the Trust Fund
as a REMIC under the Code and, if necessary, under applicable state law. Such
election will be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC election in respect of
the Trust Fund, each of the Class A Certificates (other than the Class A-4
Certificates), Class M Certificates, 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 Treasury regulations section
301.6231(a)(7)-1. 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 a
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
119
<PAGE>
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 the REMIC.
(f) The Master Servicer and the REMIC Administrator shall take such actions
and shall cause the REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary
or desirable to maintain the status thereof as a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). The Master Servicer and the REMIC Administrator
shall not knowingly or intentionally take any action, cause the Trust Fund to
take any action or fail to take (or fail to cause 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
120
<PAGE>
REMIC to take any action, which is not expressly permitted under the terms of
this Agreement, the Trustee will consult with the Master Servicer or the REMIC
Administrator, as applicable, or its designee, in writing, with respect to
whether uch action could cause an Adverse REMIC Event to occur with respect to
the REMIC, and the Trustee shall not take any such action or cause the REMIC to
take any such action as to which the Master Servicer or the REMIC Administrator,
as applicable, has advised it in writing that an Adverse REMIC Event could
occur. The Master Servicer or the REMIC Administrator, as applicable, may
consult with counsel to make such written advice, and the cost of same shall be
borne by the party seeking to take the action not expressly permitted by this
Agreement, but in no event at the expense of the Master Servicer or the REMIC
Administrator. At all times as may be required by the Code, the Master Servicer
will to the extent within its control and the scope of its duties more
specifically set forth herein, maintain substantially all of the assets of the
REMIC as "qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of
the REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of the REMIC as defined in Section
860G(c) of the Code, on any contributions to the REMIC after the Startup Day
therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by
the Code or any applicable provisions of state or local tax laws, such tax shall
be charged (i) to the Master Servicer, if such tax arises out of or results from
a breach by the Master Servicer of any of its obligations under this Agreement
or the Master Servicer has in its sole discretion determined to indemnify the
Trust Fund against such tax, (ii) to the Trustee, if such tax arises out of or
results from a breach by the Trustee of any of its obligations under this
Article X, or (iii) otherwise against amounts on deposit in the Custodial
Account as provided by Section 3.10 and on the Distribution Date(s) following
such reimbursement the aggregate of such taxes shall be allocated in reduction
of the Accrued Certificate Interest on each Class entitled thereto in the same
manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to the REMIC on a calendar
year and on an accrual basis or as otherwise may be required by the REMIC
Provisions.
(i) Following the Startup Day, neither the Master Servicer nor the Trustee
shall accept any contributions of assets to the REMIC unless (subject to Section
10.01(f)) the Master Servicer and the Trustee shall have received an Opinion of
Counsel (at the expense of the party seeking to make such contribution) to the
effect that the inclusion of such assets in the REMIC will not cause the REMIC
to fail to qualify as a REMIC at any time that any Certificates are outstanding
or subject the REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to Section
10.01(f)) enter into any arrangement by which the REMIC will receive a fee or
other compensation for services nor permit the REMIC to receive any income from
assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the
Code or "permitted investments" as defined in Section 860G(a)(5) of
121
<PAGE>
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-4
Certificates, which have no Certificate Principal Balance) representing a
regular interest in the REMIC would be reduced to zero is August 25, 2028, which
is the Distribution Date immediately following the latest scheduled maturity of
any Mortgage Loan. The latest possible Maturity Date for each Uncertificated
REMIC Regular Interest is August 25, 2028, which is the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the REMIC.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the REMIC, (iii) the termination of
the REMIC pursuant to Article IX of this Agreement or (iv) a purchase of
Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any
assets for the REMIC, nor sell or dispose of any investments in the Custodial
Account or the Certificate Account for gain nor accept any contributions to the
REMIC after the Closing Date unless it has received an Opinion of Counsel that
such sale, disposition, substitution or acquisition will not (a) affect
adversely the status of the REMIC as a REMIC or (b) unless the Master Servicer
has determined in its sole discretion to indemnify the REMIC against such tax,
cause the REMIC to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.
Section 10.02 Master Servicer, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the REMIC
Administrator and the Master Servicer for any taxes and costs including, without
limitation, any reasonable attorneys' fees imposed on or incurred by the Trust
Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of
a breach of the REMIC Administrator's covenants set forth in this Article X with
respect to compliance with the REMIC Provisions, including without limitation,
any penalties arising from the Trustee's execution of Tax Returns prepared by
the REMIC Administrator that contain errors or omissions; provided, however,
that such liability will not be imposed to the extent such breach is a result of
an error or omission in information provided to the REMIC Administrator by the
Master Servicer in which case Section 10.02(c) will apply.
122
<PAGE>
(c) The Master Servicer agrees to indemnify the Trust Fund, the Company,
the REMIC Administrator and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the REMIC Administrator or the Trustee, as a result
of a breach of the Master Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the Master Servicer that contain errors or omissions.
123
<PAGE>
ARTICLE XI
CERTAIN MATTERS
REGARDING FINANCIAL SECURITY
Section 11.01 Rights of Financial Security To Exercise Rights of Insured
Certificateholders.
By accepting its Certificate, each Insured Certificateholder agrees that
unless a Financial Security Default exists, Financial Security shall have the
right to exercise all consent, voting, direction and other control rights of the
Insured Certificateholders under this Agreement without any further consent of
the Insured Certificateholders.
Section 11.02 Claims Upon the FSA Policy; FSA Policy Payments Account.
(a) If, on the Business Day next succeeding the Determination Date, the
Master Servicer determines that (i) the funds that will be on deposit in the
Certificate Account on the related Certificate Account Deposit Date, to the
extent distributable to the Insured Certificateholders pursuant to Section
4.02(a)(i), together with any Insured Reserve Withdrawal for the related
Distribution Date, are insufficient to pay the full amount of interest for the
related Interest Accrual Period on the Certificate Principal Balance of the
Insured Certificates at the related Pass-Through Rate (net of (a) any Prepayment
Interest Shortfalls allocated to the Insured Certificates but only to the extent
covered by the Master Servicer and (b) any interest shortfalls relating to the
Soldiers' and Sailors' Relief Act of 1940, as amended) on such Distribution
Date, (ii) the principal portion of any Realized Loss is allocated to the
Insured Certificates on such Distribution Date or (iii) the funds available in
connection with an optional termination of the Trust Fund pursuant to Section
5.06 or Section 9.01 or on the Final Distribution Date will be insufficient to
reduce the Certificate Principal Balances of the Insured Certificates to zero,
the Master Servicer shall deliver to the Trustee not later than 1:00 p.m. New
York City time on the Business Day next succeeding the Determination Date a
certificate signed by a Servicing Officer directing the Trustee to draw on the
FSA Policy and stating the amount to be drawn and stating the Guaranteed
Distribution Amount for each Class of Insured Certificates, and the Trustee
shall give notice by telephone or telecopy of the aggregate amount of such
deficiency, confirmed in writing in the form set forth as Exhibit A to the
endorsement of the FSA Policy, to Financial Security and the Fiscal Agent (as
defined in the FSA Policy), if any, at or before 12:00 noon, New York City time,
on the Business Day prior to such Distribution Date. If, subsequent to such
notice, and prior to payment by Financial Security pursuant to such notice,
additional amounts are deposited in the Certificate Account, the Trustee shall
reasonably promptly notify Financial Security and withdraw the notice or reduce
the amount claimed, as appropriate.
(b) The Trustee shall establish a separate special purpose trust account
for the benefit of Holders of the Insured Certificates and Financial Security
referred to herein as the "FSA Policy Payments Account" over which the Trustee
shall have exclusive control and sole right of withdrawal. The Trustee shall
deposit any amount paid under the FSA Policy in the FSA Policy Payments Account
and distribute such amount only for purposes of payment to Holders of Insured
Certificates
124
<PAGE>
of the Guaranteed Distribution for which a claim was made. Such amount may not
be applied to satisfy any costs, expenses or liabilities of the Master Servicer,
the Trustee or the Trust Fund. Amounts paid under the FSA Policy shall be
transferred to the Certificate Account in accordance with the next succeeding
paragraph and disbursed by the Trustee to Holders of Certificates in accordance
with Section 4.02, Section 5.06(c) or Section 9.01(c), as applicable. It shall
not be necessary for such payments to be made by checks or wire transfers
separate from the checks or wire transfers used to pay the Guaranteed
Distribution with other funds available to make such payment. However, the
amount of any payment of principal of or interest on the Insured Certificates to
be paid from funds transferred from the FSA Policy Payments Account shall be
noted as provided in paragraph (c) below and in the statement to be furnished to
Holders of the Certificates pursuant to Section 4.03. Funds held in the FSA
Policy Payments Account shall not be invested by the Master Servicer.
On any Distribution Date with respect to which a claim has been made under
the FSA Policy, the amount of any funds received by the Trustee as a result of
any claim under the FSA Policy, to the extent required to make the Guaranteed
Distribution on such Distribution Date shall be withdrawn from the FSA Policy
Payments Account and deposited in the Certificate Account and applied by the
Master Servicer on behalf of the Trustee, together with the other funds to be
distributed to the Insured Certificateholders pursuant to Section 4.02(a)(i),
directly to the payment in full of the Guaranteed Distribution due on the
Insured Certificates. Any funds remaining in the FSA Policy Payments Account on
the first Business Day following a Distribution Date shall be remitted to
Financial Security, pursuant to the instructions of Financial Security, by the
end of such Business Day.
(c) The Trustee shall keep a complete and accurate record of the amount of
interest and principal paid into the FSA Policy Payments Account in respect of
any Certificate from moneys received under the FSA Policy. Financial Security
shall have the right to inspect such records at reasonable times during normal
business hours upon two Business Day's prior notice to the Trustee.
Section 11.03 Effect of Payments by Financial Security; Subrogation.
Anything herein to the contrary notwithstanding, for purposes of this
Section 11.03, any payment with respect to principal of or interest on the
Insured Certificates which is made with monies received pursuant to the terms of
the FSA Policy shall not be considered payment of the Insured Certificates from
the Trust Fund. The Master Servicer and the Trustee acknowledge, and each Holder
by its acceptance of an Insured Certificate agrees, that without the need for
any further action on the part of Financial Security, the Master Servicer, the
Trustee or the Certificate Registrar, to the extent Financial Security makes
payments, directly or indirectly, on account of principal of or interest on the
Insured Certificates to the Holders of such Certificates, Financial Security
will be fully subrogated to, and each Insured Certificateholder, the Master
Servicer and the Trustee hereby delegate and assign to Financial Security, to
the fullest extent permitted by law, the rights of such Holders to receive such
principal and interest from the Trust Fund; provided that Financial Security
shall be paid such amounts only from the sources and in the manner explicitly
provided for herein.
125
<PAGE>
The Trustee and the Master Servicer shall cooperate in all respects with
any reasonable request by Financial Security for action to preserve or enforce
Financial Security's rights or interests under this Agreement without limiting
the rights or affecting the interests of the Holders as otherwise set forth
herein.
Section 11.04 Notices and Information to Financial Security.
(a) All notices, statements, reports, certificates or opinions required by
this Agreement to be sent to any other party hereto or to the Certificateholders
shall also be sent to Financial Security.
(b) The Master Servicer shall designate a Person who shall be available to
Financial Security to provide reasonable access to information regarding the
Mortgage Loans.
Section 11.05 Trustee to Hold FSA Policy.
The Trustee will hold the FSA Policy in trust as agent for the Insured
Certificateholders for the purpose of making claims thereof and distributing the
proceeds thereof. Neither the FSA Policy, nor the amounts paid on the FSA Policy
will constitute part of the Trust Fund or assets of the REMIC created by this
Agreement. Each Insured Certificateholder, by accepting its Certificate,
appoints the Trustee as attorney-in-fact for the purpose of making claims on the
FSA Policy. The Trustee shall surrender the Policy to Financial Security for
cancellation upon the expiration of the term of the Policy as provided in the
Policy following the retirement of the Insured Certificates. To the extent that
the FSA Policy 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 Financial Security and (3) for federal income tax purposes, any
amounts transferred by the REMIC to Financial Security will be treated as
amounts distributed by the REMIC to Financial Security all within the meaning of
Section 1.860G-2(h) of the Treasury regulations.
126
<PAGE>
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01 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
127
<PAGE>
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, or
(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. The Trustee may but shall not be
obligated to enter into any amendment pursuant to this Section that affects its
rights, duties and immunities and this agreement or otherwise; provided however,
such consent shall not be unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 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
128
<PAGE>
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.
(f) If this Agreement is amended to provide for Distribution Dates that are
less frequent than monthly, the Master Servicer will be obligated to remit
amounts on deposit in the Custodial Account that constitute the Available
Distribution Amount for the next succeeding Distribution Date within 30 days
following receipt thereof, or at such other time or times as are acceptable to
the Rating Agencies.
Section 12.02 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
129
<PAGE>
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 12.03 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.
130
<PAGE>
Section 12.04 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 12.05 Notices.
All demands and notices hereunder shall be in writing and shall be deemed
to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid (except for notices to the Trustee which shall be deemed to have
been duly given only when received), to (a) in the case of the Company, 8400
Normandale Lake Boulevard, Suite 600, Minneapolis, Minnesota 55437, Attention:
President or such other address as may hereafter be furnished to the Master
Servicer, Financial Security 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, Financial Security and the Trustee by the
Master Servicer in writing, (c) in the case of the Trustee, 3 Park Plaza, 16th
Floor, Irvine, California 92614, Attention: Residential Funding Corporation
Series 1998-NS2 or such other address as may hereafter be furnished to the
Company and the Master Servicer in writing by the Trustee, (d) in the case of
DCR, Duff & Phelps Credit Rating Company, 17 State Street, New York, New York
10004, or such other address as may hereafter be furnished to the Company,
Financial Security, the Trustee and the Master Servicer in writing by, DCR; (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, Trustee, Financial
Security and Master Servicer by Standard & Poor's; and (f) in the case of
Financial Security, Financial Security Assurance Inc., 350 Park Avenue, New
York, New York 10022, Attention: Surveillance Department, Re: Residential
Funding Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Series
1998-NS2, (telecopy number (212) 339- 3518 or (212) 339-3529) or such other
address as may hereafter be furnished to the Trustee, the Master Servicer and
the Company in writing by Financial Security. Any notice required or permitted
to be mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such holder as shown in the Certificate Register. Any
notice 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. In each case in which a notice or other communication
to Financial Security refers to a Financial Security Default or a claim under
the FSA Policy or with respect to which failure on the part of Financial
Security to respond shall be deemed to constitute consent or acceptance, then a
copy of such notice or other communication should also be sent to the attention
of the General Counsel and the Head-Financial Guaranty Group at Financial
Security Assurance Inc., 350 Park Avenue, New York, New York 10022 and shall be
marked to indicate "URGENT MATERIAL ENCLOSED". Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Certificateholder receives such notice.
131
<PAGE>
Section 12.06 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,
the repurchase of or substitution for any Mortgage Loan, and
any Financial Security Default that has not been cured,
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 12.07 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
132
<PAGE>
Agreement or of the Certificates or the rights of the Holders thereof.
Section 12.08 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).
133
<PAGE>
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee have caused
their names to be signed hereto by their respective officers thereunto duly
authorized and their respective seals, duly attested, to be hereunto affixed,
all as of the day and year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:
Name: Randy Van Zee
Title: Vice President
Attest:
Name: Timothy A. Kruse
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name: Timothy A. Kruse
Title: Director
Attest:
Name: Randy Van Zee
Title: Director
BANKERS TRUST COMPANY,as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
A-1
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the day of November, 1998 before me, a notary public in and for
said State, personally appeared Randy Van Zee, known to me to be a Vice
President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the day of November, 1998 before me, a notary public in and for
said State, personally appeared Timothy A. Kruse, known to me to be a Director
of Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
A-2
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the day of November, 1998 before me, a notary public in and for said
State, personally appeared , known to me to be an Vice President of Bankers
Trust Company, a New York banking corporation that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said corporation, and acknowledged to me that such corporation executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
A-3
<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 NOVEMBER 24, 1998.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 300% OF THE PREPAYMENT SPEED
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 PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE
OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]
A-4
<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:
November 1, 1998
Aggregate [Initial Certificate Principal Balance] [Notional
Amount] of the Class A-_____ Certificates:
First Distribution Date:
December 28, 1998
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [Notional Amount] of this
Corporation Certificate: $_____________]
Assumed Final CUSIP _________-_____
Distribution Date:
August 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE
Series 1998-NS2
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
A-5
<PAGE>
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 Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount [(of interest and principal, if
any)] required to be distributed to Holders of Class A-__ Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. [The Initial
Certificate Principal Balance 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
A-6
<PAGE>
from time to time for purposes other than distributions to Certificateholders,
such purposes including without limitation reimbursement to the Company and the
Master Servicer of advances made, or certain expenses incurred, by either of
them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust 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
A-7
<PAGE>
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-8
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
A-9
<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-10
<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 CLASS M CERTIFICATE WILL BE MADE UNLESS THE
TRUSTEE HAS RECEIVED EITHER (A) 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 (B) 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 (A "PLAN INVESTOR"), OR STATING THAT (I) THE TRANSFEREE IS AN INSURANCE
COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF
LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND THE PURCHASE
IS BEING MADE IN RELIANCE UPON THE AVAILABILITY OF THE EXEMPTIVE RELIEF AFFORDED
UNDER SECTIONS I AND III OF PTCE 95-60, AND (III) THE CONDITIONS SET FORTH IN
SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES
THIS CLAUSE (B), A "COMPLYING INSURANCE COMPANY").
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE TO A
DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY,
B-1
<PAGE>
(I) NEITHER AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE
FOREGOING PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR
INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR
(B) SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD
IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST
PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A
COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY
LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF
RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE
SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON
THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN THIS SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY
SUBSERVICER, AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES,
CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH
ACQUISITION OR HOLDING.
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 NOVEMBER 24, 1998. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 275% OF THE PREPAYMENT SPEED 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
B-2
<PAGE>
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 PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE.]
B-3
<PAGE>
Certificate No. ___ 6.75% 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:
November 1, 1998
$---------------
First Distribution Date: CUSIP: _________-_____
December 28, 1998
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
August 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-NS2
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
B-4
<PAGE>
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to below). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class M Certificate will be made unless the
Trustee has received either (a) 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 (b) 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
B-5
<PAGE>
Plan (a "Pan Investor"), or stating that (i) the transferee is an insurance
company, (ii) the source of funds to be used by it to purchase the Certificate
is an "insurance company general account" (within the meaning of Department of
Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase
is being made in reliance upon the availability of the exemptive relief afforded
under Sections I and III of PTCE 95-60.
Notwithstanding the above, neither an opinion of counsel nor a
representation letter, each as described in the foregoing paragraph, shall be
required if this Certificate is held by a Depository, and the following
conditions shall apply:
1. Any Transferee of this Certificate will be deemed to have
represented by virtue of its purchase or holding of this Certificate (or
interest therein) that either (a) such Transferee is not a Plan Investor
or (b) the following conditions are satisfied: (i) such Transferee is an
insurance company, (ii) the source of funds used to purchase or hold this
Certificate (or interest therein) is an "insurance company general
account" (as defined in U.S. Department of Labor Prohibited Transaction
Class Exemption ("PTCE") 95-60), and (iii) the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied (each entity that
satisfies this clause (b), a "Complying Insurance Company"); and
2. If any Plan Investor (other than a Complying Insurance Company)
shall become a Certificate Owner of this Certificate, then the last
preceding Transferee that either (i) is not a Plan Investor or (ii) is a
Complying Insurance Company shall be restored, to the extent permitted by
law, to all rights and obligations as Certificate Owner thereof
retroactive to the date of such Transfer of this Certificate. The Trustee
shall be under no liability to any Person for making any payments due on
this Certificate to such preceding Transferee.
Any purported Certificate Owner whose acquisition or holding of this
Certificate (or interest therein) was effected in violation of the restrictions
in this Section 5.02(e) of the Pooling and Servicing Agreement shall indemnify
and hold harmless the Company, the Trustee, the Master Servicer, any
Subservicer, and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by such parties as a result of such
acquisition or holding.
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.
B-6
<PAGE>
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.
B-7
<PAGE>
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-8
<PAGE>
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE
DULY EXECUTED.
DATED:
BANKERS TRUST COMPANY,
AS TRUSTEE
BY:
AUTHORIZED SIGNATORY
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS M-__ CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED AGREEMENT.
BANKERS TRUST COMPANY,
AS CERTIFICATE REGISTRAR
BY:
AUTHORIZED SIGNATORY
B-9
<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-10
<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 NOVEMBER 24, 1998. ASSUMING THAT THE
MORTGAGE LOANS PREPAY AT 300% OF THE PREPAYMENT SPEED 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 PREPAYMENT SPEED
ASSUMPTION OR AT ANY OTHER RATE.
C-1
<PAGE>
Certificate No. __ 6.75% Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
$---------------
Date of Pooling and Servicing Agreement and Initial Certificate Principal
Cut-off Date: Balance of this Certificate:
November 1, 1998 $_______________
First Distribution Date:
December 28, 1998
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-NS2
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-__
C-2
<PAGE>
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 Bankers Trust Company, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class B Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not
C-3
<PAGE>
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 Sections I
and III of PTCE 95-60.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage 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
C-4
<PAGE>
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-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
C-6
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
unto__________________________________________________________________________
__________________________________(Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Mortgage 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.
C-7
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NONUNITED
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 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 ACTIVITES ARE SUBJECT TO
TAX AND EXCEPT FOR THE FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT
SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C)
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
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS
TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER
SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION") OR (F) AN AGENT OF A
D-1
<PAGE>
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-2
<PAGE>
Certificate No. ___ 6.25% 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:
November 1, 1998 $____________
First Distribution Date: Percentage Interest:
December 28, 1998 ____________%
Master Servicer: CUSIP ____________ - ___________
Residential Funding Corporation
Assumed Final Distribution Date:
August 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-NS2
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.
D-3
<PAGE>
(hereinafter called the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
the Company, the Master Servicer and Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
No transfer of this Class R Certificate will be made unless the
Trustee has received either (i) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee,
D-4
<PAGE>
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
D-5
<PAGE>
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purpose have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
D-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
D-7
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
unto____________________________________________________________________Please
print or typewrite name and address including postal zip code of assignee) a
Percentage Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee
on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following
address:_______________________________________________________________________
- -----------------------------------------------------------------------------
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to
_____________________________________________________________________ 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-8
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of November 1, 1998, by and among BANKERS TRUST
COMPANY, as Trustee (including its successors under the Pooling Agreement
defined below, the "Trustee"), RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
(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 November 1, 1998,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1998- NS2 (as in effect on the date
of this agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Company and the Master Servicer under the Pooling
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Company, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling Agreement, unless
otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
D-9
<PAGE>
Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage
Files. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the "Mortgage Files") and
declares that it holds and will hold the Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Company for the purpose of recording it in the
appropriate public office for real property records, and the Company, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall deliver to
the Trustee an Initial Certification in the form annexed hereto as Exhibit One
evidencing receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the Certificates, the
Custodian agrees, for the benefit of Certificateholders, to review, in
accordance with the provisions of Section 2.02 of the Pooling Agreement, each
Mortgage File, and shall deliver to the Trustee an Interim Certification in the
form annexed hereto as Exhibit Two to the effect that all documents required to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement have been
executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim Certification. Within 45 days of receipt of
the documents required to be delivered pursuant to Section 2.01(c) of the
Pooling Agreement, the Custodian agrees, for the benefit of Certificateholders,
to review, in accordance with the provisions of Section 2.02 of the Pooling
Agreement, each such document, and shall deliver to the Trustee either (i) an
Interim Certification in the form attached hereto as Exhibit Two to the effect
that all such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, except for any exceptions listed on Schedule A attached to such
Interim Certification or (ii) a Final Certification as set forth in subsection
(c) below. The Custodian shall be under no duty or obligation to inspect, review
or examine said documents, instruments, certificates or other papers to
determine that the same are genuine, enforceable, or appropriate for the
represented purpose or that they have actually been recorded or that they are
other than what they purport to be on their face. If in
<PAGE>
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 Maser Servicer or a
Subservicer, as the case may be, has made a deposit into the Certificate Account
in payment for the purchase of the related Mortgage Loan in an amount equal to
the Purchase Price for such Mortgage Loan, the Custodian shall release to the
Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required to be in the Mortgage
Files the Custodian shall deliver to the Trustee a Final Certification in the
form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage
Files.
Upon receipt of written request from the Trustee, the Custodian
shall as soon as practicable supply the Trustee with a list of all of the
documents relating to the Mortgage Loans then contained in the Mortgage Files.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Master Servicer or the Company as set forth in the Pooling
Agreement or by a Seller in a Seller's Agreement or by Residential Funding or
the Company in the Assignment Agreement with respect to a Mortgage Loan relating
to a Mortgage File, the Custodian shall give prompt written notice to the
Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Mortgage Files. Upon
the repurchase or substitution of any Mortgage Loan pursuant to Article II of
the Pooling Agreement or payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the Custodian by a certification (which certification shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Custodial Account
pursuant to Section 3.07 of the Pooling Agreement have been or will be so
deposited) of a 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
<PAGE>
Pool Insurance Policy, the Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that possession of all, or any
document constituting part, of the Mortgage File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan under any of the Required Insurance Policies. With such certificate, the
Master Servicer shall deliver to the Custodian a trust receipt signed by a
Servicing Officer on behalf of the Master Servicer, and upon receipt of the
foregoing, the Custodian shall deliver the Mortgage File or such document to the
Master Servicer. The Master Servicer shall cause each Mortgage File or any
document therein so released to be returned to the Custodian when the need
therefor by the Master Servicer no longer exists, unless (i) the Mortgage Loan
has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan
have been deposited in the Custodial Account or (ii) the Mortgage File or such
document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Custodian shall deliver the Trust Receipt with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account as provided in the Pooling Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling Agreement, the Master Servicer shall notify the
Custodian that such assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and agent of the Trustee and has no instructions to hold any Mortgage
Note or Mortgage for the benefit of any person other than the Trustee, holds
such documents for the benefit of Certificateholders and undertakes to perform
such
<PAGE>
duties and only such duties as are specifically set forth in this Agreement.
Except upon compliance with the provisions of Section 2.5 of this Agreement, no
Mortgage Note, Mortgage or other document constituting a part of a Mortgage File
shall be delivered by the Custodian to the Company or the Master Servicer or
otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Company hereby agrees to indemnify
and hold the Custodian harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may
incur or with which the Custodian may be threatened by reason of its acting as
custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fee or
charge shall have been caused by reason of any negligent act, negligent failure
to act or willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time to
time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning
<PAGE>
Custodian and one copy to the successor Custodian. If the Trustee shall not have
taken custody of the Mortgage Files and no successor Custodian shall have been
so appointed and have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Custodian may petition any court of
competent jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7 and
shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
<PAGE>
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Company, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling Agreement and furnish
the Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be deemed a
contract made under the laws of the State of New York and shall be construed and
enforced in accordance with and governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: BANKERS TRUST COMPANY,
as Trustee
3 Park Plaza
Irvine, California 92714
Attn: Residential Funding Mortgage
Securities I, Inc. Series 1998-NS2
By:
Name:
Title:
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name: Randy Van Zee
Title: Vice President
Address: RESIDENTIAL FUNDING CORPORATION, as
Master Servicer
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name: Timothy A. Kruse
Title: Director
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
<PAGE>
Name:
Title:
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 24th day of November, 1998, before me, a notary public in and
for said State, personally appeared _______________________, known to me to be a
_____________ of Bankers Trust Company, a New York banking corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking corporation and acknowledged to me that
such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 24th day of November, 1998, before me, a notary public in and
for said State, personally appeared _______________________, known to me to be a
_____________ 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
[Notarial Seal]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 24th day of November, 1998, before me, a notary public in and
for said State, personally appeared Randy Van Zee, known to me to be a Vice
President of Residential 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 24th day of November, 1998, before me, a notary public in and
for said State, personally appeared Timothy A. Kruse, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN INITIAL CERTIFICATION
November 24, 1998
Bankers Trust Company
3 Park Plaza
Irvine, CA 92614
Attention: Residential Funding Mortgage Securities I, Inc. Series 1998-NS2
Re: Custodial Agreement dated as of November 1, 1998, by and among Bankers
Trust Company, Residential Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota, National Association,
relating to Mortgage Pass-Through Certificates, Series 1998-NS2
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:
<PAGE>
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
[date]
Bankers Trust Company
3 Park Plaza
Irvine, CA 92614
Attention: Residential Funding Mortgage Securities I, Inc. Series 1998-NS2
Re: Custodial Agreement dated as of November 1, 1998, by and among Bankers
Trust Company, Residential Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota, National Association,
relating to Mortgage Pass-Through Certificates, Series 1998-NS2
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
<PAGE>
By:
Name:
Title:
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
[date]
Bankers Trust Company
3 Park Plaza
Irvine, CA 92614
Attention: Residential Funding Mortgage Securities I, Inc. Series 1998-NS2
Re: Custodial Agreement dated as of November 1, 1998, by and among Bankers
Trust Company, Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank Minnesota, National
Association, relating to Mortgage Pass-Through Certificates, Series
1998-NS2
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
<PAGE>
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
<PAGE>
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as assignee and
an executed UCC-1 financing statement showing the Company as debtor and the
Trustee as secured party, each in a form sufficient for filing, evidencing the
interest of such debtors in the Cooperative Loans.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
1
RUN ON : 11/24/98 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 09.20.28 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1998-NS CUTOFF : 11/01/98
POOL : 0004341
:
:
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 #
______________________________________________________________________________
1237268 147/405 F 269,950.00 BB
360 256,058.19 1
688 NORTH RIMSDALE AVENUE 5 10.875 2,545.34 90
10.163 2,545.34 299,950.00
COVINA CA 91722 1 03/08/91 04
5770251876 03 05/01/91 17
109353 O 04/01/21
0
1273631 988/988 F 298,800.00 BB
360 280,163.69 1
20985 FLATBOAT COURT 9.875 2,594.63 81
9.625 2,594.63 373,000.00
STERLING VA 22170 1 06/06/91 00
0974170 03 08/01/91 0
0974170 O 07/01/21
0
1274292 988/988 F 252,000.00 ZZ
360 234,558.34 1
44233 BRISTOW CIR 8.500 1,937.67 80
8.250 1,937.67 315,000.00
ASHBURN VA 22011 1 10/28/91 00
1042969 03 12/01/91 0
1042969 O 11/01/21
0
1351599 575/755 F 330,900.00 ZZ
180 248,594.28 1
11305 RIDERMARK ROW 6.875 2,951.15 80
6.625 2,951.15 413,669.00
COLUMBIA MD 21044 1 08/31/93 00
1427686 05 10/01/93 0
1
857374 O 09/01/08
0
1353371 367/367 F 287,500.00 ZZ
180 220,773.43 1
11100 FAWSETT ROAD 6.875 2,564.08 43
6.625 2,564.08 670,000.00
POTOMAC MD 20854 2 09/23/93 00
7596041 05 11/01/93 0
7596041 O 10/01/08
0
1354377 531/375 F 251,250.00 ZZ
180 193,083.03 1
14316 SE 29TH CIRCLE 7.125 2,275.90 75
6.875 2,275.90 335,000.00
VANCOUVER WA 98684 5 09/08/93 00
251289 05 11/01/93 0
31773909 O 10/01/08
0
1356402 076/076 F 240,000.00 ZZ
180 185,134.66 1
12 PELHAM LANE 7.125 2,174.00 48
6.875 2,174.00 500,000.00
RIDGEFIELD CT 06877 2 09/02/93 00
3348502 05 11/01/93 0
3348502 O 10/01/08
0
1668513 144/144 F 352,000.00 ZZ
360 331,764.41 1
COR. SOTNEWALL LANE & MARBOURN 8.000 2,582.85 59
DRIVE 7.750 2,582.85 600,000.00
T/MAMARONECK NY 10543 2 02/03/93 00
160475459 05 04/01/93 0
160475459 O 03/01/23
0
1668514 144/144 F 375,000.00 ZZ
360 355,147.18 1
9 SPRUCE HILL COURT 7.125 2,526.44 62
6.875 2,526.44 605,000.00
MT PLEASANT NY 10570 2 02/03/94 00
160497974 05 04/01/94 0
160497974 O 03/01/24
0
1
1668515 144/144 F 500,000.00 ZZ
360 477,624.45 1
36 AUTUMN RIDGE ROAD 7.375 3,453.38 67
7.125 3,453.38 750,000.00
POUND RIDGE NY 10576 5 10/05/94 00
160532168 05 12/01/94 0
160532168 O 11/01/24
0
1668516 144/144 F 315,000.00 ZZ
360 297,619.26 1
3 CYPRESS POINT DRIVE 7.125 2,122.21 65
6.875 2,122.21 485,000.00
HARRISON NY 10577 2 12/02/93 00
160532580 05 02/01/94 0
160532580 O 01/01/24
0
1668517 144/144 F 296,000.00 ZZ
360 257,203.33 1
180 TWEED BLVD 7.250 2,019.24 80
7.000 2,019.24 373,000.00
NYACK NY 10976 2 12/22/93 00
160538652 05 02/01/94 0
160538652 O 01/01/24
0
1668518 144/144 F 335,000.00 ZZ
360 317,534.11 1
4595 GREENBRIAR RD 7.375 2,313.76 66
7.125 2,313.76 515,000.00
WILLIAMSVILLE NY 14221 5 01/04/94 00
160543355 05 03/01/94 0
160543355 O 02/01/24
0
1668519 144/144 F 371,044.00 ZZ
360 351,400.55 1
44 HOWELL AVENUE 7.125 2,499.79 70
6.875 2,499.79 535,000.00
LARCHMONT NY 10538 2 02/16/94 00
160554238 05 04/01/94 0
160554238 O 03/01/24
0
1668521 144/144 F 650,000.00 ZZ
360 600,946.71 1
1 BUCKINGHAM PLACE 7.125 4,379.17 73
6.875 4,379.17 900,000.00
1
OLD TAPPAN NJ 07675 1 02/24/94 00
160555334 05 04/01/94 0
160555334 O 03/01/24
0
1668522 144/144 F 235,000.00 ZZ
360 223,844.02 1
208 DELANCY AVENUE 7.625 1,663.32 70
7.375 1,663.32 340,000.00
MAMARONECK NY 10543 5 03/21/94 00
160557892 05 05/01/94 0
160557892 O 04/01/24
0
1668523 144/144 F 260,000.00 ZZ
360 246,814.31 1
129 BERRIAN ROAD 7.250 1,773.66 72
7.000 1,773.66 365,000.00
NEW ROCHELLE NY 10804 1 03/24/94 00
160558320 05 05/01/94 0
160558320 O 04/01/24
0
1668524 144/144 F 458,000.00 ZZ
360 381,558.88 1
3 PATRIOT FARM COURT 7.375 3,163.29 55
7.125 3,163.29 835,000.00
ARMONK NY 10504 2 03/30/94 00
160559153 05 05/01/94 0
160559153 O 04/01/24
0
1668526 144/144 F 229,000.00 ZZ
240 200,935.55 1
9 MORIAH LANE 7.125 1,792.66 89
6.875 1,792.66 260,000.00
SUFFERN NY 10901 2 03/31/94 04
160559583 05 05/01/94 0
160559583 O 04/01/14
0
1668527 144/144 F 239,840.00 ZZ
360 227,671.48 1
12 CHAPEL HILL 7.000 1,595.66 81
6.750 1,595.66 297,135.00
T/CLAY NY 13088 1 05/05/94 00
160563122 05 07/01/94 0
160563122 O 06/01/24
0
1
1668529 144/144 F 225,000.00 ZZ
360 214,778.11 1
115 NASH ROAD 7.750 1,611.93 75
7.500 1,611.93 300,000.00
PURDYS NY 10578 2 04/27/94 00
160566935 05 06/01/94 0
160566935 O 05/01/24
0
1668530 144/144 F 450,000.00 ZZ
360 428,624.38 1
31 OVERLOOK DRIVE 7.375 3,108.04 63
7.125 3,108.04 725,000.00
CHAPPAQUA NY 10514 1 05/02/94 00
160567677 05 07/01/94 0
160567677 O 06/01/24
0
1668531 144/144 F 250,000.00 ZZ
360 237,590.10 1
1 COPPER BEACH LANE 7.125 1,684.30 34
6.875 1,684.30 745,000.00
SCARSDALE NY 10583 1 05/04/94 00
160567834 05 07/01/94 0
160567834 O 06/01/24
0
1668532 144/144 F 243,000.00 ZZ
360 231,199.80 1
68 COLUMBIA AVENUE 7.250 1,657.69 80
7.000 1,657.69 305,000.00
HARTSDALE NY 10530 2 05/09/94 00
160568105 05 07/01/94 0
160568105 O 06/01/24
0
1668536 144/144 F 500,000.00 ZZ
360 485,545.73 1
EAST GATE LANE 8.000 3,668.82 69
7.750 3,668.82 731,000.00
SETAUKET NY 11733 2 08/16/95 00
160576637 05 10/01/95 0
160576637 O 09/01/25
0
1668537 144/144 F 250,000.00 ZZ
360 241,834.55 1
1
LOT #22 SPRING POND ROAD 7.500 1,748.04 55
7.250 1,748.04 455,000.00
YORKTOWN NY 10549 2 07/28/95 00
160577635 05 09/01/95 0
160577635 O 08/01/25
0
1668542 144/144 F 375,000.00 ZZ
360 367,644.42 1
10 WILDWOOD DRIVE 8.250 2,817.25 48
8.000 2,817.25 790,000.00
OYSTER BAY NY 11791 2 06/12/96 00
160582619 03 08/01/96 0
160582619 O 07/01/26
0
1668543 144/144 F 725,000.00 ZZ
360 691,720.89 1
600 COLD SPRING HARBOR RD 7.625 5,131.50 75
7.375 5,131.50 967,000.00
OYSTER BAY NY 11791 5 02/02/96 00
160582650 05 04/01/96 0
160582650 O 03/01/26
0
1668544 144/144 F 280,000.00 ZZ
360 263,073.52 1
51 VAN WYCK STREET 8.375 2,128.20 76
8.125 2,128.20 370,000.00
CROTON ON HUDSO NY 10520 2 06/27/96 00
160584243 05 08/01/96 0
160584243 O 07/01/26
0
1668546 144/144 F 590,000.00 ZZ
360 574,376.54 1
718 FAIRWAY AVENUE 7.625 4,175.98 67
7.375 4,175.98 890,000.00
MAMARONECK NY 10543 2 01/24/96 00
160590869 05 03/01/96 0
160590869 O 02/01/26
0
1668547 144/144 F 302,000.00 ZZ
360 286,907.30 1
66 CATERSON TERRACE 7.875 2,189.71 80
7.625 2,189.71 380,000.00
HARTSDALE NY 10530 2 03/21/96 00
160592527 05 05/01/96 0
1
160592527 O 04/01/26
0
1668548 144/144 F 289,627.00 ZZ
360 282,799.34 1
150 OLD WELL ROAD 7.875 2,100.00 69
7.625 2,100.00 420,000.00
T/HARRISON NY 10577 2 03/21/96 00
160592535 05 05/01/96 0
160592535 O 04/01/26
0
1668549 144/144 F 281,000.00 ZZ
360 275,271.12 1
557A HULSETOWN ROAD 8.250 2,111.06 74
8.000 2,111.06 382,000.00
CAMPBELL HALL NY 10916 2 05/22/96 00
160597690 05 07/01/96 0
160597690 O 06/01/26
0
1668550 144/144 F 230,000.00 ZZ
360 225,408.90 1
225 NORTH MANOR ROAD 7.750 1,647.75 70
7.500 1,647.75 330,000.00
KINGSTON NY 12401 1 08/26/96 00
160599472 05 10/01/96 0
160599472 O 09/01/26
0
1668771 144/144 F 250,000.00 ZZ
360 231,381.36 1
NEW YORK STATE ROUTE 118 7.500 1,748.04 72
7.250 1,748.04 350,000.00
SOMERS NY 10527 2 04/06/94 00
160564997 05 06/01/94 0
160564997 O 05/01/24
0
1668774 144/144 F 320,000.00 ZZ
360 309,216.22 1
676 HAVERSTRAW ROAD 8.625 2,488.93 80
8.375 2,488.93 400,000.00
RAMAPO NY 10901 1 10/28/94 00
160577486 05 12/01/94 0
160577486 O 11/01/24
0
1
1687853 144/144 F 300,000.00 ZZ
120 131,186.68 1
19 WOODLAND RD 7.500 3,561.05 57
7.250 3,561.05 533,000.00
ROSLYN NY 11576 2 04/07/92 00
160429159 05 06/01/92 0
160429159 O 05/01/02
0
1687854 144/144 F 481,700.00 ZZ
180 338,391.16 1
76 DRAKE LANE 7.500 4,465.42 73
V/FLOWER HILL 7.250 4,465.42 665,000.00
NORTH HEMPSTEAD NY 11030 2 05/14/92 00
160436360 05 07/01/92 0
160436360 O 06/01/07
0
1687855 144/144 F 800,000.00 ZZ
180 636,863.29 1
8 GLEN OAK CT 7.000 7,190.63 59
6.750 7,190.63 1,375,000.00
EAST HAMPTON NY 11975 2 03/02/94 00
160449942 05 05/01/94 0
160449942 O 04/01/09
0
1687856 144/144 F 469,000.00 ZZ
180 346,446.47 1
79 VISCHER FERRY RD 8.000 4,482.01 68
7.750 4,482.01 695,000.00
CLIFTON PARK NY 12065 1 11/12/92 00
160458844 05 01/01/93 0
160458844 O 12/01/07
0
1687857 144/144 F 260,000.00 ZZ
180 192,451.23 1
23 BRISTOL HILL RD 7.500 2,410.23 80
7.250 2,410.23 325,000.00
HURLEY NY 12433 2 01/07/93 00
160472415 05 03/01/93 0
160472415 O 02/01/08
0
1687858 144/144 F 400,000.00 ZZ
180 310,747.12 1
FAIRWAY DR 6.875 3,567.42 80
6.625 3,567.42 500,000.00
1
GOSHEN NY 10924 5 11/30/93 00
160473090 05 01/01/94 0
160473090 O 12/01/08
0
1687859 144/144 F 273,000.00 ZZ
180 206,093.42 1
163 FOXWOOD DR 7.250 2,492.12 70
7.000 2,492.12 391,000.00
OYSTER BAY NY 11753 2 05/11/93 00
160487702 01 07/01/93 0
160487702 O 06/01/08
0
1687860 144/144 F 479,000.00 ZZ
180 364,342.54 1
236 SARLES ST 7.000 4,305.39 52
6.750 4,305.39 925,000.00
BEDFORD NY 10549 1 07/14/93 00
160501593 05 09/01/93 0
160501593 O 08/01/08
0
1687861 144/144 F 350,000.00 ZZ
180 270,340.18 1
435 COUNTRY WOODS LANE 6.875 3,121.49 67
6.625 3,121.49 525,000.00
GREECE NY 14626 5 10/12/93 00
160516955 05 12/01/93 0
160516955 O 11/01/08
0
1687862 144/144 F 424,000.00 ZZ
180 323,033.92 1
5 MAGNOLIA DR 6.125 3,606.65 80
5.875 3,606.65 530,000.00
GREENBURGH NY 10522 1 10/27/93 00
160520577 05 12/01/93 0
160520577 O 11/01/08
0
1687863 144/144 F 233,000.00 ZZ
180 178,994.80 1
16 BERKLEY DR 6.250 1,997.80 53
6.000 1,997.80 440,000.00
RYE NY 10573 5 11/18/93 00
160528166 05 01/01/94 0
160528166 O 12/01/08
0
1
1687864 144/144 F 395,000.00 ZZ
180 303,447.88 1
RFD #4 TEED COURT 6.250 3,386.82 80
6.000 3,386.82 495,000.00
SOMMERS NY 10536 1 11/30/93 00
160530089 05 01/01/94 0
160530089 O 12/01/08
0
1687865 144/144 F 500,000.00 ZZ
180 301,091.00 1
2521 MAPLE AVE 6.750 4,424.55 59
6.500 4,424.55 850,000.00
CORTLANDT NY 10566 5 12/14/93 00
160536045 05 02/01/94 0
160536045 O 01/01/09
0
1687866 144/144 F 384,000.00 ZZ
180 296,743.49 1
12 LISA LANE 6.250 3,292.50 80
6.000 3,292.50 480,000.00
CLARKSTOWN NY 10956 2 12/16/93 00
160536656 05 02/01/94 0
160536656 O 01/01/09
0
1687867 144/144 F 400,000.00 ZZ
180 312,524.04 1
15 KINGSFIELD DRIVE 6.875 3,567.42 56
6.625 3,567.42 725,000.00
PITTSFORD NY 14534 5 12/22/93 00
160543454 05 02/01/94 0
160543454 O 01/01/09
0
1687868 144/144 F 359,250.00 ZZ
180 280,463.52 1
388 GARDEN DR 6.500 3,129.45 75
6.250 3,129.45 479,000.00
BATAVIA NY 14020 5 01/14/94 00
160546135 05 03/01/94 0
160546135 O 02/01/09
0
1687869 144/144 F 296,000.00 ZZ
180 230,582.42 1
1
140 ROLLING WOOD 6.375 2,558.18 69
6.125 2,558.18 430,000.00
AMHERST NY 14221 2 01/19/94 00
160546416 05 03/01/94 0
160546416 O 02/01/09
0
1687870 144/144 F 243,750.00 ZZ
180 190,704.54 1
643 MOUNTAIN VIEW DR 6.625 2,140.11 75
6.375 2,140.11 325,000.00
LEWISTON NY 14092 5 01/20/94 00
160546549 05 03/01/94 0
160546549 O 02/01/09
0
1687871 144/144 F 387,000.00 ZZ
180 223,965.49 1
815 OLD SLEEPY HOLLOW RD 6.250 3,318.23 60
6.000 3,318.23 645,000.00
BRIARCLIFF NY 10510 5 02/16/94 00
160554261 05 04/01/94 0
160554261 O 03/01/09
0
1687872 144/144 F 600,000.00 ZZ
180 439,194.73 1
22 RANDOM FARMS RD 7.125 5,434.99 50
6.875 5,434.99 1,200,000.00
CHAPPAQUA NY 10514 5 02/17/94 00
160554659 05 04/01/94 0
160554659 O 03/01/09
0
1687873 144/144 F 650,000.00 ZZ
180 516,416.16 1
BARKERS POINT RD 6.875 5,797.05 65
6.625 5,797.05 1,000,000.00
SANDS POINT NY 11050 2 03/09/94 00
160556837 05 05/01/94 0
160556837 O 04/01/09
0
1687874 144/144 F 511,000.00 ZZ
180 401,787.12 1
40 NORTH WAY 6.250 4,381.43 62
6.000 4,381.43 825,000.00
NEW CASTLE NY 10514 2 03/23/94 00
160558148 05 05/01/94 0
1
160558148 O 04/01/09
0
1687875 144/144 F 300,000.00 ZZ
180 243,738.62 1
5432 ROYALTON CENTER RD 7.625 2,802.39 75
7.375 2,802.39 400,000.00
ROYALTON NY 14105 5 05/19/94 00
160564286 05 07/01/94 0
160564286 O 06/01/09
0
1687876 144/144 F 497,021.00 ZZ
180 397,034.52 1
70 PLEASANT RIDGE ROAD 6.875 4,432.70 57
6.625 4,432.70 876,000.00
HARRISON NY 10528 2 04/11/94 00
160565531 05 06/01/94 0
160565531 O 05/01/09
0
1687877 144/144 F 279,726.00 ZZ
180 225,100.28 1
6 GOLDEN POND RD 7.000 2,514.26 74
6.750 2,514.26 380,000.00
NEWTON CT 06470 2 05/09/94 00
160568071 05 07/01/94 0
160568071 O 06/01/09
0
1687878 144/144 F 525,000.00 ZZ
180 453,335.70 1
494 STRAWTOWN RD 7.125 4,755.61 57
6.875 4,755.61 935,000.00
CLARKSTOWN NY 10954 4 07/19/95 00
160569038 05 09/01/95 0
160569038 O 08/01/10
0
1687879 144/144 F 375,000.00 ZZ
180 334,503.26 1
863 RAMSENS LANE 6.375 3,240.94 43
6.125 3,240.94 875,000.00
OYSTER BAY NY 11771 4 04/12/96 00
160582486 05 06/01/96 0
160582486 O 05/01/11
0
1
1687880 144/144 F 750,000.00 ZZ
180 643,955.71 1
231 MCLAIN STREET 6.625 6,584.95 69
6.375 6,584.95 1,100,000.00
BEDFORD NY 10549 1 07/26/95 00
160584193 05 09/01/95 0
160584193 O 08/01/10
0
1687881 144/144 F 360,000.00 ZZ
180 275,429.95 1
LOT 30 PHEASANT CLOSE WEST 6.750 3,185.67 48
6.500 3,185.67 750,000.00
SOUTHAMPTON NY 11968 2 03/25/96 00
160586404 05 05/01/96 0
160586404 O 04/01/11
0
1687882 144/144 F 337,500.00 ZZ
180 293,541.05 1
LOT 2 SANDS COURT 7.375 3,104.74 68
7.125 3,104.74 500,000.00
NORTH HEMPSTEAD NY 11023 1 08/17/95 00
160586750 05 10/01/95 0
160586750 O 09/01/10
0
1687883 144/144 F 222,000.00 ZZ
180 191,723.34 1
24 MILFORD STREET 6.750 1,964.50 72
6.500 1,964.50 310,000.00
MOUNT PLEASANT NY 10532 5 08/30/95 00
160587071 05 10/01/95 0
160587071 O 09/01/10
0
1687884 144/144 F 718,400.00 ZZ
180 623,426.26 1
665 TITICUS RD 6.750 6,357.19 80
6.500 6,357.19 898,000.00
NORTH SALEM NY 10560 1 09/20/95 00
160587790 05 11/01/95 0
160587790 O 10/01/10
0
1687885 144/144 F 475,000.00 ZZ
180 416,759.29 1
2 BIRCHWOOD DR 7.375 4,369.64 66
7.125 4,369.64 730,000.00
1
GREENWICH CT 06831 5 10/24/95 00
160588608 05 12/01/95 0
160588608 O 11/01/10
0
1687886 144/144 F 250,000.00 T
180 229,638.33 1
BULL PATH & NORTHWEST ROAD 7.500 2,317.53 69
7.250 2,317.53 367,000.00
EAST HAMPTON NY 11937 5 09/06/96 00
160590737 05 11/01/96 0
160590737 O 10/01/11
0
1687887 144/144 F 400,000.00 ZZ
180 356,072.57 1
25 CHESTNUT HILL LANE 7.125 3,623.32 59
6.875 3,623.32 685,000.00
OSSINING NY 10510 5 02/14/96 00
160591354 05 04/01/96 0
160591354 O 03/01/11
0
1687888 144/144 F 500,000.00 ZZ
180 446,567.98 1
6 STONY HOLLOW ROAD 7.000 4,494.14 69
6.750 4,494.14 735,000.00
CHAPPAQUA NY 10514 2 03/06/96 00
160591941 05 05/01/96 0
160591941 O 04/01/11
0
1687889 144/144 F 351,343.00 ZZ
180 320,092.15 1
11 SO COUNTRY ESTATES 7.500 3,256.99 79
7.250 3,256.99 450,000.00
SOUTHAMPTON NY 11977 4 09/20/96 00
160592006 05 11/01/96 0
160592006 O 10/01/11
0
1687890 144/144 F 500,000.00 ZZ
120 401,635.20 1
19 STONY HOLLOW ROAD 6.875 5,773.26 63
6.625 5,773.26 800,000.00
T/NEW CASTLE NY 10514 5 03/13/96 00
160592154 05 05/01/96 0
160592154 O 04/01/06
0
1
1687891 144/144 F 500,000.00 ZZ
180 427,423.76 1
59 SAW MILL ROAD 6.875 4,459.27 50
6.625 4,459.27 1,000,000.00
HUNTINGTON NY 11724 5 04/03/96 00
160593012 05 06/01/96 0
160593012 O 05/01/11
0
1687892 144/144 F 442,500.00 ZZ
180 396,448.07 1
15 EASTON AVE 6.875 3,946.46 75
6.625 3,946.46 590,000.00
WHITE PLAINS NY 10605 5 04/29/96 00
160594069 05 06/01/96 0
160594069 O 05/01/11
0
1687893 144/144 F 232,125.00 ZZ
180 209,057.85 1
101 WICCOPEE RD 7.000 2,086.41 75
6.750 2,086.41 309,500.00
PUTNAM VALLEY NY 10579 2 05/03/96 00
160594424 05 07/01/96 0
160594424 O 06/01/11
0
1687894 144/144 F 400,000.00 ZZ
120 316,296.00 1
437 BEDFORD RD 7.625 4,774.21 73
7.375 4,774.21 550,000.00
T/NORTH CASTLE NY 10504 1 05/15/96 00
160594671 05 07/01/96 0
160594671 O 06/01/06
0
1687895 144/144 F 360,000.00 ZZ
180 326,197.93 1
11 WISNER TERRACE 7.750 3,388.59 90
7.500 3,388.59 400,000.00
GOSHEN NY 10924 1 05/28/96 11
160597765 05 07/01/96 25
160597765 O 06/01/11
0
1687896 144/144 F 336,000.00 ZZ
180 303,574.47 1
1
10 CLOUD ST 7.500 3,114.76 80
7.250 3,114.76 420,000.00
NEWBURGH NY 12550 1 06/26/96 00
160598185 05 08/01/96 0
160598185 O 07/01/11
0
1808875 593/593 F 53,900.00 ZZ
180 33,683.12 1
7230 W CHINDEN BLVD 10.000 579.22 70
9.750 579.22 77,500.00
MERIDIAN ID 83642 2 06/22/90 00
5124573 05 08/01/90 0
5124573 O 07/01/05
0
1808876 593/593 F 241,500.00 ZZ
180 165,578.41 1
6585 PLANTATION DRIVE 8.000 2,307.90 74
7.750 2,307.90 330,000.00
BOISE ID 83703 1 11/25/92 00
5127444 03 01/01/93 0
5127444 O 12/01/07
0
1808878 593/593 F 38,600.00 ZZ
180 13,352.32 1
1991 N STONEVIEW PL 11.000 438.73 20
10.750 438.73 194,000.00
BOISE ID 83702 1 08/12/93 00
5133079 05 10/01/93 0
5133079 O 09/01/08
0
1808879 593/593 F 141,300.00 ZZ
180 91,934.48 1
325 RUTH LN 6.250 1,211.54 80
6.000 1,211.54 178,000.00
NAMPA ID 83686 2 11/24/93 00
5139142 05 01/01/94 0
5139142 O 12/01/08
0
1808880 593/593 F 29,500.00 ZZ
180 23,147.21 1
1603 E LINCOLN AVE 7.125 267.23 53
6.875 267.23 56,000.00
NAMPA ID 83651 2 12/23/93 00
5139233 05 02/01/94 0
1
5139233 O 01/01/09
0
1808881 593/593 F 16,500.00 ZZ
120 9,967.26 1
611 E SHERMAN AVE 7.125 192.65 55
6.875 192.65 30,500.00
NAMPA ID 83651 2 12/23/93 00
5139266 05 02/01/94 0
5139266 O 01/01/04
0
1808882 593/593 F 60,000.00 ZZ
180 35,059.73 1
32 THE RANCH AT SUN VALLEY 10.250 653.98 80
CONDOMINIUMS 10.000 653.98 75,000.00
SUN VALLEY ID 83354 1 10/16/89 00
5148937 06 12/01/89 0
5148937 O 11/01/04
0
1808883 593/593 F 258,750.00 T
180 152,004.63 1
4517 ELKHORN ROAD 8.125 2,491.46 74
7.875 2,491.46 350,000.00
SUN VALLEY ID 83354 1 11/10/92 00
5149976 06 01/01/93 0
5149976 O 12/01/07
0
1808884 593/593 F 675,000.00 ZZ
180 531,487.99 1
13306 HWY 75 7.000 6,067.10 33
6.750 6,067.10 2,100,000.00
BLAINE COUNTY ID 83340 2 01/13/94 00
5150602 05 03/01/94 0
5150602 O 02/01/09
0
1808885 593/593 F 32,000.00 ZZ
180 15,506.31 1
590 & 590 1/2 WEST MAPLE 10.000 343.87 75
9.750 343.87 43,000.00
POCATELLO ID 83201 1 10/20/88 00
5155684 05 12/01/88 0
5155684 O 11/01/03
0
1
1808886 593/593 F 45,000.00 ZZ
180 27,653.72 1
3502 CROMWELL LANE 10.000 483.58 35
9.750 483.57 129,000.00
BLACKFOOT ID 83221 1 04/12/90 00
5156112 05 06/01/90 0
5156112 O 05/01/05
0
1808887 593/593 F 110,000.00 ZZ
180 33,466.49 1
3276 LENVILLE RD 10.000 1,262.48 29
9.750 1,262.48 380,000.00
MOSCOW ID 83843 1 05/31/96 00
5174826 05 07/01/86 0
5174826 O 06/01/01
0
1808888 593/593 F 75,000.00 ZZ
180 36,942.74 1
1425 & 1427 EAST 5TH ST 10.000 805.95 75
9.750 805.95 100,000.00
MOSCOW ID 83843 2 08/09/88 00
5175914 05 10/01/88 0
5175914 O 09/01/03
0
1808889 593/593 F 32,000.00 ZZ
180 20,272.94 1
2734 FLORENCE LN 10.200 347.80 45
9.950 347.80 72,000.00
CLARKSTON WA 99403 1 07/24/90 00
5176466 05 09/01/90 0
5176466 O 08/01/05
0
1808890 593/593 F 280,000.00 ZZ
180 195,251.98 1
5850 E MCMAHON RD 7.750 2,635.58 65
7.500 2,635.58 435,000.00
HAYDEN LAKE ID 83835 1 01/15/93 00
5190707 05 03/01/93 0
5190707 O 02/01/08
0
1808891 593/593 F 337,500.00 ZZ
180 258,508.04 1
1809 HAYDEN VIEW DR 7.375 3,104.75 74
7.125 3,104.75 460,000.00
1
COEUR D'ALENE ID 83814 2 07/02/93 00
5190749 05 09/01/93 0
5190749 O 08/01/08
0
1808892 593/593 F 294,100.00 ZZ
180 227,669.06 1
1099 S DIVISION ST 7.000 2,643.46 50
6.750 2,643.46 600,000.00
SANDPOINT ID 83864 2 10/21/93 00
5191283 05 12/01/93 0
5191283 O 11/01/08
0
1808893 593/593 F 14,000.00 ZZ
180 2,766.13 1
1030 N 22ND ST 14.500 191.17 21
14.250 191.17 69,000.00
COEUR D'ALENE ID 83814 1 02/12/85 00
5193529 05 04/01/85 0
5193529 O 03/01/00
0
1808894 593/593 F 239,900.00 ZZ
180 189,549.50 1
2593 W BROCKTON COURT 6.875 2,139.56 80
6.625 2,139.56 302,000.00
EAGLE ID 83616 1 02/07/94 00
5197280 07 04/01/94 0
5197280 O 03/01/09
0
1808895 593/593 F 13,654.05 ZZ
126 6,277.38 1
221 CHURCH ST 12.000 203.99 32
11.750 203.99 43,500.00
PRIEST RIVER ID 83856 1 11/16/92 00
5200191 05 09/15/92 0
5200191 O 02/15/03
0
1808896 593/593 F 18,800.00 ZZ
180 4,689.14 1
720 EAST 5TH AVE 10.375 206.36 70
10.125 206.36 27,000.00
SALT LAKE CITY UT 84103 1 11/23/87 00
5394408 01 01/01/88 0
5394408 O 12/01/02
0
1
1808897 593/593 F 51,500.00 ZZ
180 15,776.14 1
96 NORTH 140 EAST 10.125 557.37 67
9.875 557.37 77,000.00
PLEASANT GROVE UT 84062 1 08/07/86 00
5404793 05 09/01/86 0
5404793 O 08/01/01
0
1808898 593/593 F 30,000.00 ZZ
180 8,677.93 1
1243 MAHOGANY CIRCLE 9.750 317.81 38
9.500 317.81 80,000.00
ST GEORGE UT 84770 1 05/22/86 00
5404827 05 07/01/86 0
5404827 O 06/01/01
0
1808899 593/593 F 57,050.00 ZZ
180 24,203.87 1
970 EAST 700 SOUTH #15 10.500 630.63 70
10.250 630.63 81,500.00
ST GEORGE UT 84770 1 01/03/89 00
5406707 05 03/01/89 0
5406707 O 02/01/04
0
1808900 593/593 F 10,500.00 ZZ
120 2,707.47 1
565 N 250 W 10.500 141.68 18
10.250 141.68 59,000.00
LAVERKIN UT 84745 1 07/23/90 00
5408638 05 09/01/90 0
5408638 O 08/01/00
0
1808901 593/593 F 325,000.00 ZZ
180 232,995.09 1
6470 S BYBEE DR 7.375 2,989.76 41
7.125 2,989.76 800,000.00
OGDEN UT 84403 1 09/21/92 00
5418165 05 11/01/92 0
5418165 O 10/01/07
0
1808902 593/593 F 240,800.00 ZZ
180 165,167.61 1
1
1769 S 8900 E 7.625 2,249.39 80
7.375 2,249.39 301,000.00
HUNTSVILLE UT 84317 1 11/02/92 00
5418355 05 01/01/93 0
5418355 O 12/01/07
0
1808903 593/593 F 70,000.00 ZZ
120 42,994.99 1
984 E MEETINGHOUSE ROAD 6.625 799.30 44
6.375 799.30 160,000.00
FRUIT HEIGHTS UT 84037 2 03/07/94 00
5421276 05 04/01/94 0
5421276 O 03/01/04
0
1808904 593/593 F 28,000.00 ZZ
120 17,421.52 1
3831 S RIVER VALLEY DR 6.625 319.72 30
6.375 319.72 94,000.00
RIVERDALE UT 84405 2 03/23/94 00
5421490 05 05/01/94 0
5421490 O 04/01/04
0
1808905 593/593 F 30,850.00 ZZ
120 18,948.06 1
90 N 200 E 6.625 352.27 46
6.375 352.27 67,800.00
HYRUM UT 84319 2 02/14/94 00
5422795 05 04/01/94 0
5422795 O 03/01/04
0
1808907 593/593 F 50,000.00 ZZ
120 30,516.02 1
1384 31ST ST 6.625 570.93 50
6.375 570.93 100,000.00
OGDEN UT 84403 1 03/10/94 00
5430269 05 05/01/94 0
5430269 O 04/01/04
0
1808908 593/593 F 32,800.00 ZZ
180 14,183.77 1
131 E FIRST AVE 10.375 360.03 69
10.125 360.03 48,000.00
SALT LAKE CITY UT 84102 1 11/23/87 00
5435581 01 01/01/88 0
1
5435581 O 12/01/02
0
1808909 593/593 F 30,000.00 ZZ
180 15,428.41 1
1859 E 5150 S 10.500 331.62 33
10.250 331.62 93,000.00
SALT LAKE CITY UT 84117 2 09/30/88 00
5436191 06 12/01/88 0
5436191 O 11/01/03
0
1808910 593/593 F 287,500.00 ZZ
180 203,751.53 1
2508 E MURRAY HOLLADAY ROAD 8.500 2,831.13 61
8.250 2,831.13 475,000.00
SALT LAKE CITY UT 84117 2 03/25/92 00
5436449 05 05/01/92 0
5436449 O 04/01/07
0
1808912 593/593 F 400,000.00 ZZ
180 295,850.43 1
1442 E PERRY'S HOLLOW DR 6.750 3,539.64 56
6.500 3,539.64 725,000.00
SALT LAKE CITY UT 84103 2 11/05/93 00
5447818 05 01/01/94 0
5447818 O 12/01/08
0
1808914 593/593 F 234,500.00 ZZ
180 181,127.81 1
1614 E MATLOCK CT 6.875 2,091.40 67
6.625 2,091.40 355,000.00
SANDY UT 84093 5 10/08/93 00
5453139 05 12/01/93 0
5453139 O 11/01/08
0
1808915 593/593 F 290,000.00 ZZ
180 209,604.72 1
2141 E PARLEYS TERRACE 7.875 2,750.51 77
7.625 2,750.51 380,000.00
SALT LAKE CITY UT 84109 2 08/25/92 00
5455480 05 10/01/92 0
5455480 O 09/01/07
0
1
1808916 593/593 F 252,000.00 ZZ
180 178,690.58 1
3526 N LITTLEROCK DR 9.750 2,669.60 70
9.500 2,669.60 360,000.00
PROVO UT 84604 1 11/05/91 00
5460597 05 01/01/92 0
5460597 O 12/01/06
0
1808918 593/593 F 255,900.00 ZZ
180 198,361.47 1
255 S ALPINE DR 6.750 2,264.49 80
6.500 2,264.49 320,000.00
ALPINE UT 84004 2 11/15/93 00
5467998 05 01/01/94 0
5467998 O 12/01/08
0
1808919 593/593 F 130,000.00 ZZ
180 99,426.57 1
233 OCOTILLO PT TERRACE 6.375 1,123.53 75
6.125 1,123.53 175,000.00
HENDERSON NV 89014 1 10/12/93 00
5480009 05 12/01/93 0
5480009 O 11/01/08
0
1808920 593/593 F 269,100.00 ZZ
180 185,517.09 1
6478 S CANYON COVE PLACE 8.500 2,649.94 80
8.250 2,649.94 340,000.00
SALT LAKE CITY UT 84121 1 01/16/92 00
5482997 05 03/01/92 0
5482997 O 02/01/07
0
1808921 593/593 F 280,000.00 ZZ
180 201,110.63 1
2285 E COTTONWOOD CIRCLE 8.500 2,757.28 70
8.250 2,757.28 400,000.00
SALT LAKE CITY UT 84117 2 05/14/92 00
5483110 05 07/01/92 0
5483110 O 06/01/07
0
1808922 593/593 F 328,000.00 ZZ
180 238,958.46 1
560 E SIXTEENTH AVE 8.250 3,182.07 77
8.000 3,182.07 430,000.00
1
SALT LAKE CITY UT 84103 2 07/31/92 00
5483177 05 10/01/92 0
5483177 O 09/01/07
0
1808923 593/593 F 317,000.00 ZZ
180 229,119.86 1
1914 S MAPLEGROVE WAY 7.875 3,006.59 76
7.625 3,006.59 420,000.00
BOUNTIFUL UT 84010 2 08/20/92 00
5483185 05 10/01/92 0
5483185 O 09/01/07
0
1808924 593/593 F 550,000.00 ZZ
180 338,786.34 1
1311 E TOMAHAWK DR 7.375 5,059.58 74
7.125 5,059.58 750,000.00
SALT LAKE CITY UT 84103 2 12/28/93 00
5483276 05 02/01/94 0
5483276 O 01/01/09
0
1808925 593/593 F 540,000.00 ZZ
180 412,660.61 1
9693 E ABODE DR 7.250 4,929.46 81
7.000 4,929.46 670,000.00
SCOTTSDALE AZ 85255 1 07/08/93 00
5483557 05 09/01/93 0
5483557 O 08/01/08
0
1808926 593/593 F 297,000.00 ZZ
180 227,828.61 1
3417 CANYON COVE DR 7.138 2,692.49 75
6.888 2,692.49 400,000.00
SALT LAKE CITY UT 84121 1 08/18/93 00
5483623 05 10/01/93 0
5483623 O 09/01/08
0
1808927 593/593 F 296,000.00 ZZ
180 228,845.62 1
2179 E LINCOLN LANE 7.250 2,702.08 65
7.000 2,702.08 460,000.00
SALT LAKE CITY UT 84124 2 09/10/93 00
5483672 05 11/01/93 0
5483672 O 10/01/08
0
1
1808928 593/593 F 500,000.00 ZZ
180 385,332.38 1
1405 E SIESTA DR 6.750 4,424.55 50
6.500 4,424.55 1,000,000.00
SANDY UT 84093 2 10/12/93 00
5483771 05 12/01/93 0
5483771 O 11/01/08
0
1808929 593/593 F 390,000.00 ZZ
180 300,559.17 1
1452 E PERRY'S HOLLOW ROAD 6.750 3,451.15 70
6.500 3,451.15 560,000.00
SALT LAKE CITY UT 84103 1 10/25/93 00
5483805 05 12/01/93 0
5483805 O 11/01/08
0
1808930 593/593 F 87,500.00 ZZ
180 66,002.93 1
1324 E MICHIGAN AVE 6.500 762.22 80
6.250 762.22 110,000.00
SALT LAKE CITY UT 84105 2 11/19/93 00
5483847 05 01/01/94 0
5483847 O 12/01/08
0
1808931 593/593 F 263,600.00 ZZ
180 204,155.84 1
5141 N SILVER SPRINGS ROAD 6.375 2,278.17 78
6.125 2,278.17 340,000.00
PARK CITY UT 84060 1 12/03/93 00
5483854 05 02/01/94 0
5483854 O 01/01/09
0
1808932 593/593 F 365,900.00 ZZ
180 290,511.19 1
2617 E BRENTWOOD DR 7.500 3,391.94 61
7.250 3,391.94 600,000.00
SALT LAKE CITY UT 84121 2 12/29/93 00
5483912 05 03/01/94 0
5483912 O 02/01/09
0
1808933 593/593 F 50,000.00 ZZ
180 10,245.45 1
1
1011 SIRINGO RONDO EAST 12.000 600.09 79
11.750 600.09 63,500.00
SANTA FE NM 87501 1 10/24/85 00
5487665 05 12/01/85 0
5487665 O 11/01/00
0
1808934 593/593 F 39,000.00 ZZ
180 8,234.89 1
10201 EDITH NE 12.750 487.05 60
12.500 487.05 65,600.00
ALBUQUERQUE NM 87190 1 06/10/85 00
5488259 05 07/01/85 0
5488259 O 06/01/00
0
1808935 593/593 F 44,000.00 ZZ
180 10,149.73 1
2807 MONTCLAIRE DR NE 11.500 514.01 80
11.250 514.01 55,000.00
ALBUQUERQUE NM 87190 1 08/08/85 00
5488275 05 10/01/85 0
5488275 O 09/01/00
0
1808936 593/593 F 287,550.00 ZZ
180 227,986.61 1
10005 DORAL CT NE 6.750 2,544.56 66
6.500 2,544.56 437,000.00
ALBUQUERQUE NM 87111 5 03/04/94 00
5492533 05 05/01/94 0
5492533 O 04/01/09
0
1808939 593/593 F 39,661.61 ZZ
180 14,959.91 1
111 S MEADOW ST 11.000 452.01 100
10.750 452.01 40,000.00
LYMAN WY 82937 2 08/25/86 00
5539788 05 10/02/86 0
5539788 O 09/02/01
0
1808940 593/593 F 500,000.00 ZZ
180 423,612.55 1
2410 E 2400 SOUTH 7.250 4,564.32 52
7.000 4,564.32 975,000.00
HEBER UT 84032 2 02/29/96 00
5915905 05 04/01/96 0
1
5915905 O 03/01/11
0
1808941 593/593 F 324,900.00 ZZ
180 282,861.47 1
1742 E HIGHGATE COURT 7.875 3,081.52 80
7.625 3,081.52 407,000.00
EAGLE ID 83616 1 07/31/95 00
6003016 05 09/01/95 0
6003016 O 08/01/10
0
1808942 593/593 F 272,000.00 ZZ
180 236,103.17 1
825 WARM SPRINGS AVE 8.000 2,599.38 80
7.750 2,599.38 340,000.00
BOISE ID 83712 5 06/07/95 00
6003982 05 08/01/95 0
6003982 O 07/01/10
0
1808943 593/593 F 291,000.00 ZZ
180 259,391.96 1
921 HEARTLAND DR. 7.250 2,656.44 79
7.000 2,656.44 369,000.00
NAMPA ID 83686 4 02/29/96 00
6006324 05 04/01/96 0
6006324 O 03/01/11
0
1808944 593/593 F 666,250.00 ZZ
180 591,389.60 1
295 WAI'AMA WAY 7.250 6,081.95 64
7.000 6,081.95 1,045,000.00
HAIKU HAMAKUALO HI 96708 1 01/31/96 00
6007785 05 03/01/96 0
6007785 O 02/01/11
0
1808945 593/593 F 440,800.00 ZZ
180 394,129.10 1
597 E ROOSTER COURT 7.125 3,992.91 70
6.875 3,992.91 630,000.00
EAGLE ID 83616 4 03/29/96 00
6008494 05 05/01/96 0
6008494 O 04/01/11
0
1
1808946 593/593 F 361,600.00 ZZ
180 323,669.02 1
1250 W MEANDER DR. 7.250 3,300.92 63
7.000 3,300.92 575,000.00
EAGLE ID 83616 2 03/11/96 00
6008825 05 05/01/96 0
6008825 O 04/01/11
0
1808947 593/593 F 384,000.00 ZZ
180 306,011.86 1
3250 S SELATIR PLACE 7.250 3,505.40 63
7.000 3,505.40 615,000.00
MERIDIAN ID 83642 2 02/28/96 00
6008841 05 04/01/96 0
6008841 O 03/01/11
0
1808948 593/593 F 316,000.00 ZZ
180 286,610.67 1
2546 W TIMBER DRIVE 7.875 2,997.11 80
7.625 2,997.11 395,000.00
EAGLE ID 83616 4 05/29/96 00
6010821 05 07/01/96 0
6010821 O 06/01/11
0
1808949 593/593 F 275,000.00 ZZ
180 261,901.48 1
1999 SILVERCREEK LANE 8.250 2,667.89 53
8.000 2,667.89 520,000.00
BOISE ID 83706 1 06/06/97 00
6016935 05 08/01/97 0
6016935 O 07/01/12
0
1808950 593/593 F 236,000.00 ZZ
120 187,462.14 1
13546 STATE HWY 75 8.250 2,894.61 63
8.000 2,894.61 380,000.00
KETCHUM ID 83340 5 12/22/95 00
6115760 05 02/01/96 0
6115760 O 01/01/06
0
1808951 593/593 F 281,250.00 ZZ
180 253,052.90 1
1611 PINE CONE ROAD 7.375 2,587.29 75
7.125 2,587.29 375,000.00
1
MOSCOW ID 83843 5 04/01/96 00
6288484 05 06/01/96 0
6288484 O 05/01/11
0
1808952 593/593 F 246,000.00 ZZ
180 227,104.91 1
4966 S SKYLINE DRIVE 8.250 2,386.55 63
8.000 2,386.55 395,000.00
OGDEN UT 84403 1 09/10/96 00
6407449 05 11/01/96 0
6407449 O 10/01/11
0
1808953 593/593 F 399,200.00 ZZ
180 354,929.07 1
6156 S WOODLAND DRIVE 7.875 3,786.22 77
7.625 3,786.22 525,000.00
UINTAH UT 84403 1 12/26/95 00
6407720 05 02/01/96 0
6407720 O 01/01/11
0
1808955 593/593 F 440,000.00 ZZ
180 418,162.28 1
35 ELICE CIRCLE 7.750 4,141.62 79
7.500 4,141.62 560,000.00
SEDONA AZ 86336 1 06/12/97 00
6413439 05 08/01/97 0
6413439 O 07/01/12
0
1808956 593/593 F 320,000.00 ZZ
180 288,655.42 1
350 FAIRWAY DR #H 7.875 3,035.04 80
7.625 3,035.04 400,000.00
MIDWAY UT 84049 2 04/29/96 00
6525893 05 06/01/96 0
6525893 O 05/01/11
0
1808957 593/593 F 343,000.00 ZZ
180 310,793.94 1
652 N LITTLE TREE CIRCLE 7.750 3,228.58 48
7.500 3,228.58 715,000.00
SALT LAKE CITY UT 84108 4 05/08/96 00
6588453 05 07/01/96 0
6588453 O 06/01/11
0
1
1808959 593/593 F 608,000.00 ZZ
180 531,827.57 1
97 QUAIL RUN ROAD 7.500 5,636.24 77
7.250 5,636.24 795,000.00
HENDERSON NV 89014 5 09/07/95 00
6641633 07 11/01/95 0
6641633 O 10/01/10
0
1808960 593/593 F 324,000.00 ZZ
180 295,557.18 1
2505 DRIFTWOOD DRIVE 8.125 3,119.74 80
7.875 3,119.74 405,000.00
LAS VEGAS NV 89107 1 06/20/96 00
6642847 05 08/01/96 0
6642847 O 07/01/11
0
1808961 593/593 F 580,000.00 ZZ
180 538,359.19 1
2185 S CREEKSIDE DRIVE 8.000 5,542.79 72
7.750 5,542.79 812,000.00
HEBER CITY UT 84032 1 11/25/96 00
6686901 05 01/01/97 0
6686901 O 12/01/11
0
1808962 593/593 F 250,000.00 ZZ
180 213,466.68 1
9502 NW DENEEN DRIVE 7.000 2,247.08 55
6.750 2,247.08 461,000.00
ALBUQUERQUE NM 87114 2 11/29/95 00
6774459 05 01/01/96 0
6774459 O 12/01/10
0
1808963 593/593 F 324,000.00 ZZ
180 292,994.07 1
23 PINON COURT 7.500 3,003.53 80
7.250 3,003.53 405,000.00
PLACITAS NM 87403 4 05/14/96 00
6779516 05 07/01/96 0
6779516 O 06/01/11
0
1808965 593/593 F 300,000.00 ZZ
180 267,752.55 1
1
12 APPLEWOOD LN 7.125 2,717.50 75
6.875 2,717.50 400,000.00
ALBUQUERQUE NM 87107 5 03/11/96 00
6822910 05 05/01/96 0
6822910 O 04/01/11
0
1808966 593/593 F 281,000.00 ZZ
180 260,519.50 1
4 E SAND SAGE 7.250 2,565.15 71
7.000 2,565.15 400,000.00
SANTA FE NM 87501 2 12/11/96 00
6831648 05 02/01/97 0
6831648 O 01/01/12
0
1808968 593/593 F 44,000.00 ZZ
180 39,252.51 1
471 W FLAMING GORGE WAY 11.500 514.01 70
11.250 514.01 63,000.00
GREEN RIVER WY 82935 2 04/12/95 00
6896831 05 06/01/95 0
6896831 O 05/01/10
0
1808969 593/593 F 236,500.00 ZZ
180 224,240.49 1
1116 W HIGH PINE CIRCL 8.000 2,260.12 68
7.750 2,260.12 350,000.00
RIVERTON UT 84065 2 05/14/97 00
6948392 05 07/01/97 0
6948392 O 06/01/12
0
1808970 593/593 F 103,450.00 ZZ
360 97,817.40 2
1605 LEVICK ST 8.625 804.63 66
8.375 804.63 157,000.00
MOSCOW ID 83843 2 11/04/92 00
5050521 05 01/01/93 0
5050521 O 12/01/22
0
1808971 593/593 F 40,000.00 ZZ
360 37,299.50 1
2314 EMPIRE WAY 8.500 307.57 45
8.250 307.57 90,000.00
BOISE ID 83709 2 12/13/91 00
5125406 05 02/01/92 0
1
5125406 O 01/01/22
0
1808972 593/593 F 497,600.00 ZZ
360 334,203.48 1
2610 E JASMINE LN 7.875 3,607.95 70
7.625 3,607.95 715,000.00
MERIDIAN ID 83642 2 04/16/93 00
5128764 05 06/01/93 0
5128764 O 05/01/23
0
1808973 593/593 F 232,422.24 ZZ
347 219,183.92 1
1120 W SANDY CT 7.500 1,641.58 72
7.250 1,641.58 325,000.00
MERIDIAN ID 83642 1 01/31/94 00
5129358 05 03/01/94 0
5129358 O 01/01/23
0
1808974 593/593 F 235,600.00 ZZ
360 222,896.71 1
4037 W QUAIL RIDGE DRIVE 7.375 1,627.24 79
7.125 1,627.24 299,000.00
BOISE ID 83703 1 11/05/93 00
5129754 05 01/01/94 0
5129754 O 12/01/23
0
1808975 593/593 F 255,000.00 ZZ
360 239,962.28 1
2153 N HOLLYBROOK PLACE 7.375 1,761.23 87
7.125 1,761.23 294,000.00
EAGLE ID 83616 1 08/20/93 10
5130042 05 10/01/93 17
5130042 O 09/01/23
0
1808976 593/593 F 237,600.00 ZZ
360 224,296.44 1
4844 CRESTHAVEN CIRCLE 7.500 1,661.34 80
7.250 1,661.34 297,000.00
BOISE ID 83704 2 08/20/93 00
5130059 05 10/01/93 0
5130059 O 09/01/23
0
1
1808977 593/593 F 327,700.00 ZZ
360 287,728.07 1
3580 N TRIPLE RIDGE PLACE 7.750 2,347.69 79
7.500 2,347.69 420,000.00
EAGLE ID 83616 1 06/10/93 00
5130067 05 08/01/93 0
5130067 O 07/01/23
0
1808978 593/593 F 1,000,000.00 ZZ
360 952,528.73 1
19135 E SHORE ROUTE 7.625 7,077.94 67
7.375 7,077.94 1,500,000.00
POLSON MT 59860 2 03/25/94 00
5130430 05 05/01/94 0
5130430 O 04/01/24
0
1808980 593/593 F 21,800.00 ZZ
240 11,189.30 1
1448 RUSSELL 15.500 295.15 52
15.250 295.15 42,000.00
NAMPA ID 83651 1 03/14/83 00
5140157 05 05/01/83 0
5140157 O 04/01/03
0
1808981 593/593 F 41,500.00 ZZ
360 37,628.55 1
825 N 12TH 8.290 312.95 99
8.040 312.95 42,000.00
BUHL ID 83316 1 04/30/90 04
5142351 05 06/01/90 22
5142351 O 05/01/20
0
1808982 593/593 F 300,000.00 ZZ
360 250,466.70 1
210 & 212 LUPINE 9.500 2,522.56 43
9.250 2,522.56 705,000.00
SUN VALLEY ID 83353 1 04/06/87 00
5147996 05 06/01/87 0
5147996 O 05/01/17
0
1808983 593/593 F 350,000.00 ZZ
360 329,993.47 1
101 W SAGE RD 8.750 2,753.46 70
8.500 2,753.46 507,000.00
1
BLAINE COUNTY ID 83340 1 07/07/92 00
5150248 05 09/01/92 0
5150248 O 08/01/22
0
1808985 593/593 F 108,000.00 ZZ
323 100,950.99 1
125 KERR LN 8.250 805.20 88
8.000 805.20 123,500.00
BLACKFOOT ID 83221 1 11/28/95 04
5157813 05 02/01/96 17
5157813 O 12/01/22
0
1808986 593/593 F 33,000.00 ZZ
240 16,142.84 1
240 N FREMONT 15.500 446.78 74
15.250 446.78 44,865.00
MENAN ID 83434 1 01/10/83 00
5172184 05 03/01/83 0
5172184 O 02/01/03
0
1808987 593/593 F 35,000.00 ZZ
240 23,985.45 1
1131 LANDE LN 10.375 346.50 47
10.125 346.50 75,000.00
MOSCOW ID 83843 1 07/27/87 00
5175260 05 10/01/87 0
5175260 O 09/01/07
0
1808988 593/593 F 26,000.00 ZZ
348 18,999.31 1
704 CASSELL ST 12.250 273.39 79
12.000 273.39 33,000.00
LEWISTON ID 83501 1 06/06/83 10
5179783 05 08/01/83 6
5179783 O 07/01/12
0
1808989 593/593 F 14,100.00 ZZ
240 6,851.99 1
1021 AIRWAY AVE 17.500 212.20 40
17.250 212.20 36,000.00
LEWISTON ID 83501 1 06/25/82 00
5180005 05 08/01/82 0
5180005 O 07/01/02
0
1
1808990 593/593 F 34,400.00 ZZ
360 30,726.59 1
104 E HARRISON 11.000 327.60 77
10.750 327.60 45,000.00
COEUR D'ALENE ID 83814 1 09/21/87 00
5186150 05 11/01/87 0
5186150 O 10/01/17
0
1808992 593/593 F 265,000.00 ZZ
360 250,793.74 1
615 W LAKESHORE DR 7.750 1,898.50 74
7.500 1,898.50 360,000.00
COEUR D'ALENE ID 83814 2 08/10/93 00
5190848 05 10/01/93 0
5190848 O 09/01/23
0
1808993 593/593 F 24,400.00 ZZ
348 11,160.27 1
3129 TAMARACK DR 9.500 206.45 100
9.250 206.45 24,400.00
BOISE ID 83703 1 02/02/76 00
5198049 05 08/01/76 0
5198049 O 07/01/05
0
1808994 593/593 F 39,434.59 ZZ
253 22,685.96 1
3001 WESTMORELAND 11.000 418.26 92
10.750 401.38 43,000.00
IDAHO FALLS ID 83401 1 05/16/84 00
5198940 05 07/01/84 0
5198940 O 07/01/05
0
1808996 593/593 F 30,420.00 ZZ
360 23,854.27 1
307 BINNACLE WAY 10.500 278.32 77
10.250 278.32 40,000.00
CROSBY TX 77532 1 10/05/87 00
5394374 05 11/01/87 0
5394374 O 10/01/17
0
1808997 593/593 F 27,000.00 ZZ
360 16,775.12 1
1
2276 WEST 4185 SOUTH 10.000 237.06 89
9.750 237.06 30,600.00
GRANGER UT 84119 1 08/04/78 10
5397674 05 10/01/78 17
5397674 O 09/01/08
0
1808999 593/593 F 34,830.54 ZZ
350 15,631.81 1
2431 SO ORCHARD DRIVE 9.250 286.71 50
9.000 286.71 70,000.00
BOUNTIFUL UT 84010 1 09/23/75 00
5398474 05 10/01/75 0
5398474 O 11/01/04
0
1809000 593/593 F 81,000.00 ZZ
360 54,968.41 1
14095 S 2700 W 10.250 726.57 70
10.000 726.57 116,000.00
BLUFFDALE UT 84065 1 03/23/79 00
5400023 05 05/01/79 0
5400023 O 04/01/09
0
1809001 593/593 F 53,000.00 ZZ
360 31,999.18 1
1092 W 650 N 11.000 505.09 87
10.750 505.09 61,400.00
PROVO UT 84601 1 12/15/78 10
5400908 05 10/01/79 17
5400908 O 09/01/09
0
1809002 593/593 F 20,000.00 ZZ
371 8,960.35 1
2468 W 6830 S 8.250 150.26 36
8.000 150.26 56,300.00
WEST JORDAN UT 84084 1 11/30/75 00
5401211 05 01/01/75 0
5401211 O 11/01/05
0
1809003 593/593 F 38,500.00 ZZ
360 11,137.00 1
1755 WEST MELVILLE CIRCLE 9.250 316.86 78
9.000 316.86 49,500.00
WEST JORDAN UT 84084 1 03/21/77 00
5401377 05 02/01/78 0
1
5401377 O 01/01/08
0
1809005 593/593 F 41,500.00 ZZ
300 15,309.79 1
2547-49 MORNING DOV 9.500 362.71 75
9.250 362.71 55,500.00
GRANGER UT 84119 1 06/28/77 00
5401518 05 04/01/78 0
5401518 O 03/01/03
0
1809006 593/593 F 26,250.00 ZZ
300 9,411.51 1
3554 W ALAN AVENUE 10.000 238.61 70
9.750 238.61 37,500.00
GRANGER UT 84119 1 10/21/77 00
5401658 05 12/01/77 0
5401658 O 11/01/02
0
1809007 593/593 F 35,300.00 ZZ
360 21,815.88 1
7074 S GREENBOROUGH DRIVE 9.250 290.52 51
9.000 290.52 69,300.00
MIDVALE UT 84047 1 01/20/78 00
5402342 05 08/01/78 0
5402342 O 07/01/08
0
1809008 593/593 F 31,000.00 ZZ
360 11,948.76 1
1712 S 19TH E 8.750 243.88 80
8.500 243.88 38,800.00
SALT LAKE CITY UT 84108 1 12/02/74 00
5402490 05 02/01/75 0
5402490 O 01/01/05
0
1809009 593/593 F 42,000.00 ZZ
360 19,669.69 1
2756 E COMMONWEALTH AVE 8.500 322.95 58
8.250 322.95 72,600.00
SALT LAKE CITY UT 84109 1 07/01/75 00
5402540 05 08/01/75 0
5402540 O 07/01/05
0
1
1809010 593/593 F 65,000.00 ZZ
360 31,521.67 1
2052 E 3780 S 8.750 511.55 73
8.500 511.55 89,200.00
SALT LAKE CITY UT 84109 1 05/05/77 00
5402607 05 06/01/77 0
5402607 O 05/01/07
0
1809011 593/593 F 161,700.00 ZZ
300 64,937.55 1
2645 E 3300 S 10.250 1,498.96 70
10.000 1,498.96 231,000.00
SALT LAKE CITY UT 84010 1 02/24/78 00
5402649 05 09/01/78 0
5402649 O 08/01/03
0
1809013 593/593 F 51,000.00 ZZ
360 42,436.57 1
196 WEST 800 NORTH 13.875 599.24 79
13.625 599.24 65,000.00
LAVERKIN UT 84745 1 10/10/80 14
5402896 05 12/01/80 6
5402896 O 11/01/10
0
1809014 593/593 F 11,000.00 ZZ
360 7,866.16 1
165 N 100 E 14.875 137.99 76
14.625 137.99 14,600.00
MILFORD UT 84751 1 01/12/81 00
5402904 05 03/01/81 0
5402904 O 02/01/11
0
1809015 593/593 F 48,450.00 ZZ
332 32,254.93 1
7863 S 3620 W 12.000 502.62 90
11.750 502.62 53,900.00
WEST JORDAN UT 84084 1 05/29/81 10
5403274 05 07/01/81 17
5403274 O 02/01/09
0
1809017 593/593 F 70,271.10 ZZ
332 59,493.04 1
194 N 200 E 10.375 644.53 91
10.125 644.53 77,500.00
1
KAYSVILLE UT 84037 1 08/22/86 04
5403639 05 10/01/86 22
5403639 O 05/01/14
0
1809018 593/593 F 58,996.65 ZZ
336 50,209.69 1
1202 W 525 N 10.375 540.29 94
10.125 540.29 63,000.00
CLEARFIELD UT 84015 1 09/08/86 04
5403696 05 09/01/86 22
5403696 O 08/01/14
0
1809019 593/593 F 30,000.00 ZZ
360 21,011.92 1
2354 APPARATION COURT 9.875 260.50 38
9.625 260.50 81,000.00
ST GEORGE UT 84770 1 03/30/88 00
5406459 05 05/01/88 0
5406459 O 04/01/18
0
1809021 593/593 F 10,395.62 ZZ
360 1,732.21 1
2753 N 1050 E 7.500 111.88 65
7.250 111.88 16,000.00
NORTH OGDEN UT 84401 1 12/01/88 00
5410311 05 10/01/71 0
5410311 O 09/01/01
0
1809022 593/593 F 18,700.00 ZZ
360 5,087.42 1
2997 W 5825 SO 7.500 130.76 95
7.250 130.76 19,800.00
ROY UT 84067 1 11/08/72 00
5410428 05 12/01/72 0
5410428 O 11/01/02
0
1809024 593/593 F 11,600.00 ZZ
360 5,207.80 1
3439 NO 1000 W 10.000 101.80 93
9.750 101.80 12,600.00
PLEASANT VIEW UT 84404 1 05/28/74 00
5410634 05 07/01/74 0
5410634 O 06/01/04
0
1
1809025 593/593 F 28,000.00 ZZ
360 15,477.06 1
1940 N 900 W 10.000 245.84 49
9.750 245.84 57,400.00
LEHI UT 84043 1 08/05/77 00
5411293 05 10/01/77 0
5411293 O 09/01/07
0
1809026 593/593 F 67,200.00 ZZ
300 23,007.35 1
UNIT 3 TEMPTATION CONDOMINIUMS 9.250 575.50 100
9.000 575.50 67,200.00
PARK CITY UT 84060 1 10/18/77 00
5412952 05 12/01/77 0
5412952 O 11/01/02
0
1809027 593/593 F 30,000.00 ZZ
360 18,774.46 1
31 HOMESTAKE CONDOMINIUMS 10.125 266.10 71
9.875 266.10 42,500.00
PARK CITY UT 84060 1 11/08/78 00
5413273 06 01/01/79 0
5413273 O 12/01/08
0
1809028 593/593 F 110,000.00 ZZ
360 88,586.08 1
1389 WILTON WAY 13.000 1,216.82 63
12.750 1,216.82 175,000.00
SALT LAKE CITY UT 84108 1 10/30/80 00
5415294 05 01/01/81 0
5415294 O 12/01/10
0
1809029 593/593 F 255,825.00 ZZ
360 237,735.87 1
1040 N 7800 E 7.500 1,788.77 61
7.250 1,788.77 425,000.00
HUNTSVILLE UT 84317 2 12/21/93 00
5420518 05 02/01/94 0
5420518 O 01/01/24
0
1809031 593/593 F 248,400.00 ZZ
360 236,344.48 1
1
547 S OAKVIEW LN 7.500 1,736.85 89
7.250 1,736.85 282,000.00
BOUNTIFUL UT 84010 1 03/17/94 12
5438288 05 05/01/94 17
5438288 O 04/01/24
0
1809032 593/593 F 71,700.00 ZZ
360 67,993.63 1
485 N CENTER ST 8.000 526.11 92
7.750 526.11 78,000.00
AMERICAN FORK UT 84003 1 05/23/94 12
5438650 05 07/01/94 22
5438650 O 06/01/24
0
1809033 593/593 F 320,000.00 ZZ
360 302,764.68 1
7972 S WILLOW CIRCLE 7.250 2,182.97 76
7.000 2,182.97 425,000.00
SANDY UT 84093 1 01/31/94 00
5441134 05 03/01/94 0
5441134 O 02/01/24
0
1809034 593/593 F 297,993.60 ZZ
327 292,696.83 1
7570 PINEBROOK RD 8.625 2,369.66 76
8.375 2,369.66 396,000.00
PARK CITY UT 84060 1 04/07/97 00
5444021 05 05/01/97 0
5444021 O 07/01/24
0
1809036 593/593 F 251,700.00 ZZ
360 229,241.55 1
1118 E N BONNEVEILLE DR 7.250 1,717.04 68
7.000 1,717.04 375,000.00
SALT LAKE CITY UT 84103 2 03/03/94 00
5448428 05 05/01/94 0
5448428 O 04/01/24
0
1809037 593/593 F 240,000.00 ZZ
346 217,318.84 1
307 N VIRGINIA STREET 7.375 1,655.25 56
7.125 1,655.25 435,000.00
SALT LAKE CITY UT 84103 1 10/29/93 12
5452248 05 12/01/93 20
1
5452248 O 09/01/22
0
1809038 593/593 F 480,000.00 ZZ
360 454,717.71 1
3333 E FERNWOOD DRIVE 8.875 3,819.10 60
8.625 3,819.10 800,000.00
LAYTON UT 84041 2 10/30/92 00
5452420 05 01/01/93 0
5452420 O 12/01/22
0
1809039 593/593 F 72,750.00 ZZ
299 67,603.43 1
1236 E WOOD AVENUE 8.000 528.84 64
7.750 528.84 115,000.00
SALT LAKE CITY UT 84105 2 10/23/97 00
5455571 05 01/01/98 0
5455571 O 11/01/22
0
1809040 593/593 F 501,350.00 ZZ
360 477,549.94 1
519 W 1200 S 7.625 3,548.53 65
7.375 3,548.53 780,000.00
OREM UT 84058 2 03/02/94 00
5462114 05 05/01/94 0
5462114 O 04/01/24
0
1809041 593/593 F 36,000.00 ZZ
240 26,555.73 1
620 WESTWATER ROAD 41-9 10.750 365.48 49
10.500 365.48 74,000.00
BLANDING UT 84511 2 08/18/88 00
5462635 05 10/01/88 0
5462635 O 09/01/08
0
1809042 593/593 F 57,750.00 ZZ
360 54,184.04 1
1140 N MAIN 8.000 423.75 71
7.750 423.75 82,250.00
OREM UT 84057 2 09/30/92 00
5466917 05 12/01/92 0
5466917 O 11/01/22
0
1
1809043 593/593 F 247,500.00 ZZ
360 234,956.29 1
741 W 450 S 7.375 1,709.43 74
7.125 1,709.43 338,000.00
OREM UT 84058 1 02/28/94 12
5468657 05 04/01/94 6
5468657 O 03/01/24
0
1809044 593/593 F 61,015.00 ZZ
321 55,529.34 1
1177 W INDIAN HILLS DR #70 7.750 437.12 77
7.500 437.12 80,150.00
ST GEORGE UT 84770 1 02/01/96 00
5475587 03 05/01/96 0
5475587 O 01/01/23
0
1809045 593/593 F 293,000.00 ZZ
360 275,435.76 1
2997 HARBOR COVE DRIVE 8.375 2,227.02 74
8.125 2,227.02 398,000.00
LAS VEGAS NV 89128 2 08/20/92 00
5479266 03 10/01/92 0
5479266 O 09/01/22
0
1809046 593/593 F 272,800.00 ZZ
360 257,602.82 1
8860 REDWOOD ST 7.875 1,977.99 86
7.625 1,977.99 320,000.00
LAS VEGAS NV 89118 1 05/10/93 01
5479670 05 07/01/93 17
5479670 O 06/01/23
0
1809047 593/593 F 476,000.00 ZZ
360 183,584.17 1
7869 BERMUDA DUNES AVE 7.375 3,287.62 85
7.125 3,287.62 560,000.00
LAS VEGAS NV 89113 1 02/15/94 10
5480736 03 04/01/94 20
5480736 O 03/01/24
0
1809049 593/593 F 365,600.00 ZZ
360 345,256.66 1
1125 N CEDAR HEIGHTS 8.500 2,811.15 80
8.250 2,811.15 457,000.00
1
LOGAN UT 84321 2 11/23/92 00
5483300 05 01/01/93 0
5483300 O 12/01/22
0
1809051 593/593 F 18,000.00 ZZ
300 5,743.86 1
114 DARTMOUTH DR SE 9.000 151.06 100
8.750 151.06 18,000.00
ALBUQUERQUE NM 87106 1 06/01/77 00
5485438 05 09/15/77 0
5485438 O 08/15/02
0
1809055 593/593 F 77,250.00 ZZ
360 54,046.30 1
2105 N TUCKER 9.750 664.35 71
9.500 664.35 109,500.00
FARMINGTON NM 87401 1 02/26/80 00
5485644 05 04/01/80 0
5485644 O 03/01/10
0
1809056 593/593 F 39,000.00 ZZ
360 13,596.39 1
1919 GALENA SE 9.400 325.09 78
9.150 325.09 50,000.00
ALBUQUERQUE NM 87102 1 04/15/91 00
5486006 05 06/01/91 0
5486006 O 05/01/21
0
1809057 593/593 F 41,700.00 ZZ
360 36,921.02 1
529 ALCAZAR ST SE 7.625 295.15 63
7.375 295.15 67,000.00
ALBUQUERQUE NM 87108 1 12/07/93 00
5486543 05 01/01/94 0
5486543 O 12/01/23
0
1809058 593/593 F 33,000.00 ZZ
360 22,245.26 1
525 ALCAZAR ST SE 7.500 230.74 50
7.250 230.74 67,000.00
ALBUQUERQUE NM 87108 1 12/10/93 00
5486576 05 02/01/94 0
5486576 O 01/01/24
0
1
1809059 593/593 F 48,060.09 ZZ
329 29,180.08 1
12000 INDIAN SCHOOL RD NE 9.750 418.54 74
9.500 418.54 65,000.00
ALBUQUERQUE NM 87112 1 10/05/79 00
5486881 05 11/01/79 0
5486881 O 03/01/07
0
1809060 593/593 F 87,000.00 ZZ
360 50,284.05 1
2323 CALLE TRANQUILO 8.500 668.96 80
8.250 668.96 108,900.00
SANTA FE NM 87501 1 12/20/77 00
5487541 05 02/05/78 0
5487541 O 01/05/08
0
1809061 593/593 F 50,000.00 ZZ
360 41,062.74 1
429 GRAND CANYON 11.500 495.15 46
11.250 495.15 110,000.00
LOS ALAMOS NM 87544 1 04/20/83 00
5487640 05 06/01/83 0
5487640 O 05/01/13
0
1809062 593/593 F 47,000.00 ZZ
360 25,089.46 1
7104 VISTA DEL ARROYO 8.500 361.40 73
8.250 361.40 65,000.00
ALBUQUERQUE NM 87109 1 01/19/77 00
5488119 05 03/05/77 0
5488119 O 02/05/07
0
1809063 593/593 F 31,024.19 ZZ
321 23,808.48 1
1523 DONETTE PL NE 11.750 317.85 50
11.500 317.85 62,500.00
ALBUQUERQUE NM 87112 1 06/23/83 00
5488192 05 07/01/83 0
5488192 O 03/05/10
0
1809064 593/593 F 60,000.00 ZZ
360 52,743.25 1
1
UNIT 3 MONTANO LN CONDOMINIUM 10.500 548.85 76
10.250 548.85 79,600.00
TAOS NM 87571 1 05/07/86 00
5488309 05 07/01/86 0
5488309 O 06/01/16
0
1809065 593/593 F 35,550.00 ZZ
360 19,022.72 1
7001 VIVIAN DR NE 7.500 248.85 100
7.250 248.85 34,923.00
ALBUQUERQUE NM 87109 1 08/23/77 10
5489588 05 10/01/77 20
5489588 O 09/01/07
0
1809066 593/593 F 25,900.00 ZZ
360 13,997.83 1
517 GEORGENE ST NE 7.500 181.11 74
7.250 181.11 35,200.00
ALBUQUERQUE NM 87123 1 08/31/77 00
5489596 05 10/01/77 0
5489596 O 09/01/07
0
1809067 593/593 F 35,150.00 ZZ
360 18,539.98 1
513 GEORGINE NE 7.500 246.05 100
7.250 246.05 35,150.00
ALBUQUERQUE NM 87112 1 09/30/77 10
5489620 05 11/01/77 22
5489620 O 10/01/07
0
1809068 593/593 F 35,500.00 ZZ
360 19,090.99 1
6104 ALVIS SW 7.500 248.50 100
7.250 248.50 35,500.00
ALBUQUERQUE NM 87105 1 10/04/77 11
5489638 05 11/01/77 22
5489638 O 10/01/07
0
1809069 593/593 F 26,850.00 ZZ
360 14,870.10 1
408 JUDITH LN SW 7.500 187.95 100
7.250 187.95 26,850.00
ALBUQUERQUE NM 87105 1 01/06/78 11
5489661 05 03/01/78 22
1
5489661 O 02/01/08
0
1809070 593/593 F 28,200.00 ZZ
360 15,786.54 1
7504 ASTER RD SW 7.500 197.40 100
7.250 197.40 28,200.00
ALBUQUERQUE NM 87105 1 02/08/78 11
5489703 05 04/01/78 22
5489703 O 03/01/08
0
1809071 593/593 F 29,350.00 ZZ
360 16,460.52 1
216 ZENA LONA NE 7.500 205.45 100
7.250 205.45 29,350.00
ALBUQUERQUE NM 87123 1 03/28/78 11
5489729 05 05/01/78 22
5489729 O 04/01/08
0
1809072 593/593 F 28,900.00 ZZ
360 15,782.95 1
7524 ASTER RD SW 7.500 202.30 100
7.250 202.30 28,900.00
ALBUQUERQUE NM 87105 1 04/26/78 11
5489760 05 06/01/78 22
5489760 O 05/01/08
0
1809073 593/593 F 35,550.00 ZZ
360 16,335.18 1
2913 VALENCIA NE 7.500 248.85 90
7.250 248.85 39,500.00
ALBUQUERQUE NM 87110 1 05/16/78 11
5489794 05 07/01/78 17
5489794 O 06/01/08
0
1809074 593/593 F 34,928.00 ZZ
297 21,951.26 1
8933 9TH ST NW 10.750 327.88 100
10.500 327.88 34,928.00
ALBUQUERQUE NM 87114 1 08/19/83 10
5489802 05 10/01/83 22
5489802 O 06/01/08
0
1
1809075 593/593 F 33,250.00 ZZ
360 18,910.38 1
5606 EUCLID NE 7.500 232.75 100
7.250 232.75 33,250.00
ALBUQUERQUE NM 87110 1 06/05/78 11
5489836 05 08/01/78 22
5489836 O 07/01/08
0
1809076 593/593 F 28,000.00 ZZ
360 15,991.51 1
340 CHARLENE RD 7.500 196.00 100
7.250 196.00 28,000.00
RIO RANCHO NM 87124 1 06/19/78 11
5489869 05 08/01/78 22
5489869 O 07/01/08
0
1809078 593/593 F 33,350.00 ZZ
360 19,565.68 1
1313 WILMORE SE 8.000 244.79 100
7.750 244.79 33,350.00
ALBUQUERQUE NM 87106 1 06/20/79 04
5489943 05 08/01/79 22
5489943 O 07/01/09
0
1809079 593/593 F 45,600.00 ZZ
360 23,865.68 1
11301 SNOWHEIGHTS NE 8.000 334.70 100
7.750 334.70 45,600.00
ALBUQUERQUE NM 87112 1 08/17/79 00
5489950 05 10/01/79 0
5489950 O 09/01/09
0
1809082 593/593 F 45,000.00 ZZ
360 26,608.16 1
12309 LOS ARBOLES NE 7.750 322.65 79
7.500 322.65 57,100.00
ALBUQUERQUE NM 87112 1 04/22/80 00
5490057 05 06/01/80 0
5490057 O 05/01/10
0
1809083 593/593 F 42,250.00 ZZ
360 28,195.86 1
7301 CHURCHILL LN SW 8.250 317.72 100
8.000 317.72 42,250.00
1
ALBUQUERQUE NM 87105 1 05/01/80 11
5490073 05 07/01/80 22
5490073 O 06/01/10
0
1809085 593/593 F 40,500.00 ZZ
360 32,099.83 1
255 LA VIDA NUEVA DEL OESTE SW 11.500 401.36 90
11.250 401.36 45,000.00
ALBUQUERQUE NM 87105 1 07/01/81 10
5490149 05 08/01/81 20
5490149 O 07/01/11
0
1809086 593/593 F 95,659.79 ZZ
301 89,665.17 1
3600 VISTA GRANDE NW 8.375 761.49 27
8.125 761.49 367,000.00
ALBUQUERQUE NM 87120 1 03/28/94 00
5490313 05 07/01/94 0
5490313 O 07/01/19
0
1809087 593/593 F 50,000.00 ZZ
360 45,252.49 1
805 VASSAR S E 8.900 398.72 68
8.875 405.62 74,000.00
ALBUQUERQUE NM 87106 1 07/14/89 00
5490321 05 09/01/89 0
5490321 O 08/01/19
0
1809089 593/593 F 105,494.84 ZZ
326 103,765.08 1
10513 ARVILLA N E 8.875 857.88 73
8.625 857.88 145,000.00
ALBUQUERQUE NM 87111 1 04/14/97 00
5491097 05 06/01/97 0
5491097 O 07/01/24
0
1809090 593/593 F 463,200.00 ZZ
360 441,682.71 1
8115 NW RIO GRANDE BLVD 7.625 3,278.51 80
7.375 3,278.51 579,000.00
ALBUQUERQUE NM 87114 1 04/04/94 00
5493341 05 06/01/94 0
5493341 O 05/01/24
0
1
1809094 593/593 F 37,800.00 ZZ
360 37,269.72 1
818 PATTERSON AVE 9.750 324.77 70
9.500 324.77 54,000.00
OGDEN UT 84403 5 07/11/96 00
5615406 05 09/01/96 0
5615406 O 08/01/26
0
1809095 593/593 F 264,000.00 ZZ
360 246,117.20 1
1750 S 1400 EAST 7.750 1,891.33 49
7.500 1,891.33 540,000.00
SPANISH FORK UT 84660 5 12/27/96 00
5636154 05 02/01/97 0
5636154 O 01/01/27
0
1809096 593/593 F 388,000.00 ZZ
310 337,369.95 1
914 HOUSTON ROAD 8.000 2,882.83 53
7.750 2,882.83 740,000.00
BOISE ID 83706 2 01/10/92 00
5800164 05 02/01/92 0
5800164 O 11/01/17
0
1809097 593/593 F 235,000.00 ZZ
240 199,771.74 1
2900 SHAW MOUNTAIN RD 7.875 1,947.39 74
7.625 1,947.39 320,000.00
BOISE ID 83712 2 12/30/92 00
5800446 05 03/01/93 0
5800446 O 02/01/13
0
1809098 593/593 F 25,000.00 ZZ
240 17,679.45 1
2360 NE MEADOWS LN 10.125 243.33 53
9.875 243.33 47,500.00
BEND OR 97701 5 03/02/88 00
5828413 05 05/01/88 0
5828413 O 04/01/08
0
1809099 593/593 F 73,523.30 ZZ
351 71,119.82 1
1
356 SILVER HILLS CIR 7.625 523.89 48
7.375 523.89 154,000.00
SALEM OR 97306 4 06/06/96 00
5829957 05 08/01/96 0
5829957 O 10/01/25
0
1809100 593/593 F 243,074.55 ZZ
332 226,697.96 1
6700 E EMIGRATION CANYON RD 8.250 1,862.67 75
8.000 1,862.67 328,000.00
SALT LAKE CITY UT 84108 2 01/08/97 00
5900329 05 02/01/97 0
5900329 O 09/01/24
0
1809102 593/593 F 56,250.00 ZZ
360 54,087.99 1
1611 SE ROSS COURT 7.910 409.22 77
7.660 409.22 74,000.00
ALBUQUERQUE NM 87106 1 10/10/94 00
5906367 05 12/01/94 0
5906367 O 11/01/24
0
1809103 593/593 F 105,729.47 ZZ
346 102,871.27 1
943-945 SPRUCE 8.250 801.80 72
8.000 801.80 148,000.00
COEUR D'ALENE ID 83814 5 11/01/95 00
5906771 05 02/01/96 0
5906771 O 11/01/24
0
1809104 593/593 F 92,509.94 ZZ
332 91,143.53 1
10971 S PLEASANT HILL CIRCLE 8.675 736.12 58
8.425 736.12 160,000.00
SANDY UT 84092 1 04/14/97 00
5909122 05 05/01/97 0
5909122 O 12/01/24
0
1809105 593/593 F 241,946.39 ZZ
324 239,534.87 1
4598 W RAMBLIN COURT 8.000 1,824.95 73
7.750 1,824.95 333,000.00
MERIDIAN ID 83642 5 11/04/97 12
5909445 06 01/01/98 20
1
5909445 O 12/01/24
0
1809106 593/593 F 230,614.94 ZZ
345 217,512.49 1
6790 W CENTER 7.750 1,670.66 77
7.500 1,670.66 300,000.00
PETERSBORO UT 84325 1 04/02/96 12
5910047 05 04/01/96 20
5910047 O 12/01/24
0
1809107 593/593 F 297,260.00 ZZ
347 289,102.34 1
1078 E BIRDIE CIRCLE 7.750 2,150.12 78
7.500 2,150.12 385,000.00
NORTH SALT LAKE UT 84054 1 03/06/96 12
5913116 05 04/01/96 25
5913116 O 02/01/25
0
1809108 593/593 F 250,000.00 ZZ
360 243,576.62 1
2731 N HOLLYBROOK PL 8.625 1,944.48 80
8.375 1,944.48 314,000.00
EAGLE ID 83616 1 08/29/95 00
6005664 05 10/01/95 0
6005664 O 09/01/25
0
1809110 593/593 F 367,850.00 ZZ
360 358,868.70 1
2181 N MOONCREST 8.125 2,731.28 80
7.875 2,731.28 460,000.00
EAGLE ID 83616 4 04/24/96 00
6006365 03 06/01/96 0
6006365 O 05/01/26
0
1809113 593/593 F 301,400.00 ZZ
360 295,855.07 1
2710 E TABLE ROCK ROAD 8.375 2,290.86 77
8.125 2,290.86 394,000.00
BOISE ID 83712 4 04/09/96 00
6008023 05 09/01/96 0
6008023 O 08/01/26
0
1
1809114 593/593 F 308,000.00 ZZ
360 300,007.44 1
2771 W CONIFER DRIVE 7.625 2,180.01 73
7.375 2,180.01 425,000.00
EAGLE ID 83616 1 02/23/96 00
6008940 03 04/01/96 0
6008940 O 03/01/26
0
1809115 593/593 F 440,000.00 ZZ
360 427,808.33 1
4565 GOLDENROD AVE. 8.250 3,305.58 80
8.000 3,305.58 550,000.00
MERIDIAN ID 83642 4 12/28/95 00
6009229 05 02/01/96 0
6009229 O 01/01/26
0
1809116 593/593 F 450,000.00 ZZ
360 144,953.08 1
6028 W HOLLILYNN DRIVE 8.625 3,500.06 68
8.375 3,500.06 665,000.00
BOISE ID 83709 4 05/16/96 00
6010920 05 01/01/97 0
6010920 O 12/01/26
0
1809117 593/593 F 244,000.00 ZZ
360 239,439.96 1
3752 N CROFT WAY 8.500 1,876.15 76
8.250 1,876.15 325,000.00
EAGLE ID 83616 1 06/26/96 00
6011647 03 08/01/96 0
6011647 O 07/01/26
0
1809118 593/593 F 273,500.00 ZZ
360 269,763.90 1
4695 OLD VALLEY ROAD 8.250 2,054.72 78
8.000 2,054.72 355,000.00
EAGLE ID 83616 4 09/30/96 00
6011845 05 05/01/97 0
6011845 O 04/01/27
0
1809119 593/593 F 255,200.00 ZZ
360 252,524.70 1
4786 N LAKE SHORE PL 8.375 1,939.71 80
8.125 1,939.71 320,000.00
1
BOISE ID 83703 1 06/19/97 00
6015945 05 08/01/97 0
6015945 O 07/01/27
0
1809120 593/593 F 320,000.00 ZZ
360 308,821.55 1
3064 E EAGLE VIEW LANE 7.375 2,210.17 80
7.125 2,210.17 400,000.00
MERIDIAN ID 83642 1 04/01/96 00
6052138 05 06/01/96 0
6052138 O 05/01/26
0
1809121 593/593 F 41,000.00 ZZ
360 38,948.31 1
800 N 375 EAST 9.000 329.90 72
8.750 329.90 57,000.00
RUPERT ID 83350 5 02/23/95 00
6106157 05 04/01/95 0
6106157 O 03/01/25
0
1809123 593/593 F 232,000.00 T
360 229,429.60 1
18810 HIGHWAY 30 7.750 1,662.08 80
7.500 1,662.08 290,000.00
HAGERMAN ID 83332 2 07/18/97 00
6121875 05 09/01/97 0
6121875 O 08/01/27
0
1809124 593/593 F 372,500.00 T
360 366,157.92 1
120 HIGH COUNTRY LN #C-2 7.875 2,700.89 59
7.625 2,700.89 635,000.00
SUN VALLEY ID 83353 1 11/18/96 00
6129399 08 01/01/97 0
6129399 O 12/01/26
0
1809125 593/593 F 351,300.00 ZZ
360 345,875.53 1
135 GRADUATE DRIVE 7.875 2,547.17 56
7.625 2,547.17 630,000.00
KETCHUM ID 83340 2 01/02/97 00
6129688 03 03/01/97 0
6129688 O 02/01/27
0
1
1809126 593/593 F 78,750.00 ZZ
360 77,701.93 1
335 W 350 N. 9.500 662.18 75
9.250 662.18 105,000.00
BLACKFOOT ID 83221 5 10/28/96 00
6155337 05 12/01/96 0
6155337 O 11/01/26
0
1809127 593/593 F 348,800.00 ZZ
360 336,339.96 1
485 N 2300 EAST 8.125 2,589.84 80
7.875 2,589.84 436,000.00
ST. ANTHONY ID 83445 2 12/26/95 00
6220198 05 02/01/96 0
6220198 O 01/01/26
0
1809128 593/593 F 226,876.07 ZZ
322 223,988.05 1
S 905 RIVERSIDE CIRCU 8.125 1,733.50 76
7.875 1,733.50 300,000.00
POST FALLS ID 83854 1 09/04/97 10
6328850 03 10/01/97 25
6328850 O 07/01/24
0
1809129 593/593 F 261,000.00 ZZ
360 250,158.24 1
4205 WHITETAIL CROSSING RD 8.125 1,937.92 53
7.875 1,937.92 495,000.00
COEUR D'ALENE ID 83814 1 05/02/94 00
6329700 05 07/01/94 0
6329700 O 06/01/24
0
1809130 593/593 F 226,219.57 ZZ
326 223,426.16 1
8102 SUMMIT DRIVE 8.125 1,722.59 78
7.875 1,722.59 290,000.00
COEUR D'ALENE ID 83814 1 09/03/97 00
6333009 06 10/01/97 0
6333009 O 11/01/24
0
1809132 593/593 F 66,500.00 ZZ
360 64,828.22 1
1
1913 WILLOW ROAD 8.250 499.60 70
8.000 499.60 96,000.00
COEUR D'ALENE ID 83814 5 11/17/95 00
6336390 05 01/01/96 0
6336390 O 12/01/25
0
1809133 593/593 F 59,800.00 ZZ
360 58,296.81 1
1914 WILLOW ROAD 8.250 449.26 62
8.000 449.26 97,000.00
COEUR D'ALENE ID 83814 2 11/15/95 00
6336457 05 01/01/96 0
6336457 O 12/01/25
0
1809134 593/593 F 59,800.00 ZZ
360 58,296.81 1
1921 SATRE AVENUE 8.250 449.26 63
8.000 449.26 96,000.00
COEUR D'ALENE ID 83814 2 11/15/95 00
6336465 05 01/01/96 0
6336465 O 12/01/25
0
1809135 593/593 F 59,800.00 ZZ
360 58,296.81 1
1908 WILLOW ROAD 8.250 449.26 63
8.000 449.26 96,000.00
COEUR D'ALENE ID 83814 2 11/15/95 00
6336473 05 01/01/96 0
6336473 O 12/01/25
0
1809136 593/593 F 59,850.00 ZZ
360 58,345.40 1
1920 WILLOW ROAD 8.250 449.64 63
8.000 449.64 96,000.00
COEUR D'ALENE ID 83814 2 11/15/95 00
6336499 03 01/01/96 0
6336499 O 12/01/25
0
1809140 593/593 F 387,700.00 ZZ
360 379,289.61 1
601 EUCLID AVENUE 8.375 2,946.81 71
8.125 2,946.81 550,000.00
SANDPOINT ID 83864 2 05/29/96 00
6394530 05 08/01/96 0
1
6394530 O 07/01/26
0
1809141 593/593 F 400,000.00 ZZ
360 394,416.16 1
1860 E WASATCH DRIVE 8.125 2,969.99 89
7.875 2,969.99 450,000.00
OGDEN UT 84403 1 02/12/97 04
6409866 05 04/01/97 17
6409866 O 03/01/27
0
1809142 593/593 F 331,000.00 ZZ
360 325,611.02 1
1963 E CHEROKEE CIRCLE 9.000 2,663.31 78
8.750 2,663.31 425,000.00
OGDEN UT 84403 1 07/18/96 00
6409908 05 09/01/96 0
6409908 O 08/01/26
0
1809144 593/593 F 450,000.00 ZZ
360 442,517.70 1
6037 S SPRING CANYON RD 7.750 3,223.86 70
7.500 3,223.86 650,000.00
OGDEN UT 84403 2 12/27/96 00
6411615 05 02/01/97 0
6411615 O 01/01/27
0
1809145 593/593 F 349,000.00 ZZ
360 339,961.45 1
338 W QUAIL RUN RD. 7.375 2,410.46 77
7.125 2,410.46 455,000.00
FARMINGTON UT 84025 2 03/27/96 00
6440366 05 05/01/96 0
6440366 O 04/01/26
0
1809147 593/593 F 395,111.62 ZZ
347 392,613.61 1
1870 EVENING STAR DR 7.765 2,861.95 71
7.515 2,861.95 560,000.00
PARK CITY UT 84060 1 01/27/98 00
6519573 05 04/01/98 0
6519573 O 02/01/27
0
1
1809150 593/593 F 300,000.00 ZZ
360 292,409.93 1
155 N ALTA STREET 7.500 2,097.65 75
7.250 2,097.65 400,000.00
SALT LAKE CITY UT 84103 1 02/28/96 00
6581375 05 05/01/96 0
6581375 O 04/01/26
0
1809151 593/593 F 268,000.00 ZZ
360 262,327.54 1
776 N E CAPITOL BLVD 8.250 2,013.40 80
8.000 2,013.40 335,000.00
SALT LAKE CITY UT 84103 1 04/25/96 00
6587240 05 06/01/96 0
6587240 O 05/01/26
0
1809153 593/593 F 245,000.00 ZZ
360 240,126.52 1
2768 S GRAND OAK CIRCLE 8.250 1,840.61 73
8.000 1,840.61 338,000.00
BOUNTIFUL UT 84010 1 08/22/96 00
6594402 05 10/01/96 0
6594402 O 09/01/26
0
1809154 593/593 F 336,000.00 ZZ
360 330,719.49 1
3011 MEADOWS DRIVE 8.750 2,643.32 79
8.500 2,643.32 430,000.00
PARK CITY UT 84060 1 09/06/96 00
6595409 05 11/01/96 0
6595409 O 10/01/26
0
1809155 593/593 F 235,000.00 ZZ
360 228,517.71 1
1681 W SILVER SPRINGS RD 8.250 1,765.48 75
8.000 1,765.48 314,000.00
PARK CITY UT 84060 2 08/25/95 00
6623441 06 10/01/95 0
6623441 O 09/01/25
0
1809156 593/593 F 255,000.00 ZZ
360 251,340.00 1
550 SANTA FE HEIGHTS 8.250 1,915.73 52
8.000 1,915.73 493,000.00
1
BLANDING UT 84511 2 01/17/97 00
6627954 05 03/01/97 0
6627954 O 02/01/27
0
1809158 593/593 F 78,850.00 ZZ
360 76,602.28 1
1104 SHONTO PLACE 7.750 564.90 95
7.500 564.90 83,000.00
HENDERSON NV 89015 1 10/30/95 12
6634067 05 12/01/95 30
6634067 O 11/01/25
0
1809159 593/593 F 242,500.00 ZZ
360 235,109.84 1
2472 RAM CROSSING WAY 7.875 1,758.30 71
7.625 1,758.30 345,000.00
HENDERSON NV 89014 1 07/20/95 00
6641252 05 09/01/95 0
6641252 O 08/01/25
0
1809160 593/593 F 249,504.00 ZZ
360 243,907.35 1
8360 LAS LUNAS WAY 7.750 1,787.48 95
7.500 1,787.48 262,700.00
LAS VEGAS NV 89129 1 05/22/96 12
6641963 05 07/01/96 22
6641963 O 06/01/26
0
1809162 593/593 F 50,000.00 ZZ
360 48,970.77 1
251 E 1500 SOUTH 8.000 366.89 50
7.750 366.89 101,000.00
OREM UT 84058 2 06/06/96 00
6667703 05 08/01/96 0
6667703 O 07/01/26
0
1809163 593/593 F 304,000.00 ZZ
360 299,417.11 1
1536 E TOMAHAWK DRIVE 8.500 2,337.50 80
8.250 2,337.50 380,000.00
SALT LAKE CITY UT 84103 1 11/20/96 00
6686042 05 01/01/97 0
6686042 O 12/01/26
0
1
1809164 593/593 F 290,000.00 ZZ
360 284,942.23 1
1358 YALE AVENUE 7.750 2,077.60 75
7.500 2,077.60 390,000.00
SALT LAKE CITY UT 84105 5 12/02/96 00
6688303 05 01/01/97 0
6688303 O 12/01/26
0
1809165 593/593 F 268,000.00 ZZ
360 261,739.91 1
351 E SEVENTH AVENUE 7.625 1,896.89 80
7.375 1,896.89 335,000.00
SALT LAKE CITY UT 84103 1 01/15/97 00
6690796 05 03/01/97 0
6690796 O 02/01/27
0
1809167 593/593 F 392,400.00 ZZ
360 381,763.63 1
55 S 400 EAST 7.500 2,743.72 72
7.250 2,743.72 550,000.00
LINDON UT 84042 1 01/30/96 00
6720395 05 03/01/96 0
6720395 O 02/01/26
0
1809170 593/593 F 350,000.00 ZZ
360 344,197.79 1
586 VIA VENTANA DR 8.250 2,629.44 36
8.000 2,629.44 975,000.00
MESQUITE NV 89024 5 10/16/96 00
6755136 05 12/01/96 0
6755136 O 11/01/26
0
1809171 593/593 F 360,000.00 ZZ
360 350,277.57 1
2140 REDBIRD DRIVE 8.500 2,768.09 80
8.250 2,768.09 450,000.00
LAS VEGAS NV 89134 1 08/07/95 00
6767388 06 10/01/95 0
6767388 O 09/01/25
0
1809174 593/593 F 345,000.00 ZZ
360 339,003.76 1
1
10112 NE SAN BERNARDINO 8.000 2,531.49 69
7.750 2,531.49 500,000.00
ALBUQUERQUE NM 87122 5 01/15/97 00
6784508 03 03/01/97 0
6784508 O 02/01/27
0
1809175 593/593 F 400,000.00 ZZ
360 394,116.70 1
10580 WILSHIRE BLVD #65 8.125 2,969.99 47
7.875 2,969.99 855,000.00
LOS ANGELES CA 90024 1 01/30/97 00
6784581 06 03/01/97 0
6784581 O 02/01/27
0
1809176 593/593 F 77,550.97 ZZ
325 76,657.97 1
4993 NW BUTTE PLACE 8.125 591.03 74
7.875 591.03 105,000.00
ALBUQUERQUE NM 87120 1 08/15/97 00
6803985 06 11/01/97 0
6803985 O 11/01/24
0
1809177 593/593 F 305,500.00 ZZ
360 298,985.25 1
212 NE SPRING CREEK PL 7.875 2,215.09 90
7.625 2,215.09 339,500.00
ALBUQUERQUE NM 87122 1 11/13/96 11
6808372 05 01/01/97 25
6808372 O 12/01/26
0
1809178 593/593 F 244,000.00 ZZ
360 227,968.40 1
3049 CLIFF PALACE 7.625 1,727.02 80
7.375 1,727.02 305,000.00
SANTA FE NM 87505 4 12/29/95 00
6830673 03 08/01/96 0
6830673 O 07/01/26
0
1809179 593/593 F 232,800.00 ZZ
360 227,380.01 1
21 WARBONNET ROAD 7.750 1,667.81 80
7.500 1,667.81 291,000.00
ROCK SPRINGS WY 82901 1 04/26/96 00
6899488 05 06/01/96 0
1
6899488 O 05/01/26
0
1809180 593/593 F 236,000.00 ZZ
360 232,524.78 1
305 SE 41ST AVENUE 8.375 1,793.78 79
8.125 1,793.78 300,000.00
PORTLAND OR 97214 1 12/19/96 00
6935944 05 02/01/97 0
6935944 O 01/01/27
0
1809181 593/593 F 236,250.00 ZZ
360 233,050.40 1
548 NE 24TH STREET 8.000 1,733.52 75
7.750 1,733.52 315,000.00
GRESHAM OR 97030 5 03/12/97 00
6937304 05 05/01/97 0
6937304 O 04/01/27
0
1809182 593/593 F 350,000.00 ZZ
360 345,259.81 1
668 S WILDFLOWER CIRCLE 8.000 2,568.18 68
7.750 2,568.18 520,000.00
NORTH SALT UT 84054 1 03/28/97 00
6945422 05 05/01/97 0
6945422 O 04/01/27
0
1809183 593/593 F 700,000.00 ZZ
360 691,048.96 1
8449 S ROBIDOUX ROAD 8.000 5,136.36 80
7.750 5,136.36 875,000.00
SANDY UT 84093 2 04/11/97 00
6946701 05 06/01/97 0
6946701 O 05/01/27
0
1809184 593/593 F 700,000.00 ZZ
360 691,478.15 1
6141 S 2300 EAST 8.250 5,258.87 56
8.000 5,258.87 1,250,000.00
SALT LAKE CITY UT 84121 5 04/11/97 00
6946727 05 06/01/97 0
6946727 O 05/01/27
0
1
1809185 593/593 F 247,500.00 ZZ
360 244,733.54 1
2140 E COTTONWOOD COVE LN 8.375 1,881.18 75
8.125 1,881.18 330,000.00
SALT LAKE CITY UT 84121 1 05/29/97 00
6947378 05 07/01/97 0
6947378 O 06/01/27
0
1809719 593/593 F 288,000.00 ZZ
360 280,750.98 1
5185 E REDONDA CIRCLE 8.000 2,113.25 90
7.750 2,113.25 320,000.00
IDAHO FALLS ID 83406 1 02/24/97 10
6225312 05 04/01/97 20
6225312 O 03/01/27
0
1809725 593/593 F 280,000.00 ZZ
360 276,185.86 1
1712 E MUELLER PARK RD 8.250 2,103.55 63
8.000 2,103.55 450,000.00
BOUNTIFUL UT 84010 2 02/14/97 00
6457600 05 04/01/97 0
6457600 O 03/01/27
0
1809731 593/593 F 560,000.00 T
360 553,423.50 1
1166 PINNACLE DRIVE 8.125 4,157.99 80
7.875 4,157.99 700,000.00
PARK CITY UT 84060 1 05/30/97 00
6677389 06 07/01/97 0
6677389 O 06/01/27
0
1809735 593/593 F 280,000.00 ZZ
360 275,670.48 1
3655 RIM VIEW CIRCLE 8.125 2,079.00 80
7.875 2,079.00 350,000.00
SANTA CLARA UT 84765 4 12/30/96 00
6753446 05 02/01/97 0
6753446 O 01/01/27
0
1809740 593/593 F 245,000.00 ZZ
360 241,736.32 1
195 PALMER LANE 9.125 1,993.41 74
8.875 1,993.41 333,000.00
1
MESQUITE NV 89024 2 10/30/96 00
6758718 05 01/01/97 0
6758718 O 12/01/26
0
1811464 638/G61 F 500,000.00 ZZ
312 468,073.12 1
128 HOOLAKO PLACE 8.000 3,611.81 70
7.750 3,611.81 721,742.00
HONOLULU HI 96825 4 11/04/97 00
0179663 03 02/01/98 0
7223581 O 01/01/24
0
1813550 A75/G61 F 288,000.00 ZZ
360 287,582.76 1
9 CALLISON LANE 9.625 2,447.97 87
9.375 2,447.97 332,450.00
VOORHEES NJ 08043 1 07/27/98 00
0179887 05 09/01/98 0
9604004124 O 08/01/28
0
1819087 287/047 F 360,000.00 ZZ
310 21,887.44 1
2680 DEER HOLLOW DR 10.000 270.48 64
9.750 270.48 565,000.00
HUDSON OH 44236 1 07/01/94 00
174429456 05 07/01/94 0
174429456 O 04/01/20
0
1819144 287/047 F 250,890.06 ZZ
259 212,325.92 1
1700 WOODPLACE 8.000 2,031.86 88
7.750 2,031.86 287,750.00
LONGVIEW TX 75606 1 02/14/92 00
174493296 05 03/01/92 0
174493296 O 09/01/13
0
1819145 287/047 F 229,002.00 ZZ
267 198,848.27 1
1302 CORNELL 8.000 1,803.53 92
7.750 1,803.53 250,000.00
LONGVIEW TX 75601 1 02/13/92 14
174493304 05 02/25/93 22
174493304 O 04/25/15
0
1
1819268 287/047 F 270,000.00 ZZ
360 250,342.18 1
2138 BOSHART WAY 7.125 1,819.04 70
6.875 1,819.04 390,000.00
TOLEDO OH 43606 1 09/01/92 00
174689950 05 11/01/92 0
174689950 O 10/01/22
0
1819270 287/047 F 704,000.00 ZZ
360 664,774.47 1
7300 LEE RD 7.750 5,043.55 80
7.500 5,043.55 880,000.00
WESTERVILLE OH 43081 2 06/09/93 00
174695684 05 08/01/93 0
174695684 O 07/01/23
0
1819387 287/047 F 242,272.68 ZZ
311 174,282.08 1
308 JENKINS ROAD 8.500 1,931.11 70
8.250 1,931.11 350,000.00
ALEDO TX 76008 1 07/29/92 00
174822825 05 10/01/92 0
174822825 O 08/01/18
0
1819393 287/047 F 234,267.73 ZZ
317 212,983.47 1
2412 COLONIAL PARKWAY 7.625 1,719.45 69
7.375 1,719.45 340,000.00
FORT WORTH TX 76109 1 02/01/94 00
174823567 05 03/01/94 0
174823567 O 07/01/20
0
1819395 287/047 F 202,300.00 ZZ
331 186,779.38 1
6807 PEMBERTON DR 8.000 1,516.85 75
7.750 1,516.85 270,000.00
DALLAS TX 75230 2 10/01/92 00
174825638 05 11/01/92 0
174825638 O 05/01/20
0
1819396 287/047 F 365,562.25 ZZ
326 334,252.75 1
1
901 BERKSHIRE WAY 7.875 2,721.67 79
7.625 2,721.67 465,000.00
FAIRVIEW TX 75069 1 08/01/92 00
174826081 05 09/01/92 0
174826081 O 10/01/19
0
1819397 287/047 F 481,261.96 ZZ
315 436,928.34 1
2800 PINNACLE COURT 6.375 3,150.33 72
6.125 3,150.33 670,000.00
PLANO TX 75093 1 09/01/93 00
174826099 05 10/01/93 0
174826099 O 12/01/19
0
1819414 287/047 F 295,609.54 ZZ
330 274,386.47 1
3817 NORMANDY 7.000 2,020.83 62
6.750 2,020.83 480,000.00
HIGHLAND PARK TX 75205 1 11/01/93 00
174829820 05 12/01/93 0
174829820 O 05/01/21
0
1819415 287/047 F 350,000.00 ZZ
360 330,785.66 1
1 WEST BROAD OAKS DRIVE 9.375 2,911.13 55
9.125 2,911.13 640,000.00
HOUSTON TX 77056 1 03/25/92 00
174829952 05 05/01/92 0
174829952 O 04/01/22
0
1819455 287/047 F 240,000.00 ZZ
360 226,664.38 1
1352 TERRANCE RD NW 7.875 1,740.17 93
7.625 1,740.17 259,000.00
NEW PHILADELPHI OH 44663 2 05/06/93 14
174867846 05 07/01/93 22
174867846 O 06/01/23
0
1819457 287/047 F 336,800.00 ZZ
360 208,534.59 1
9644 CASITAS DEL RIO DR E 8.000 2,471.32 100
7.750 2,471.32 338,937.00
SCOTTSDALE AZ 85255 2 07/06/93 00
174874230 05 09/01/93 0
1
174874230 O 08/01/23
0
1819458 287/047 F 270,000.00 ZZ
360 253,187.30 1
2418 MONTEBELLO AV E 7.625 1,895.92 75
7.375 1,895.92 360,000.00
PHOENIX AZ 85016 2 08/10/93 00
174878405 05 10/01/93 0
174878405 O 09/01/23
0
1819461 287/047 F 236,800.00 ZZ
353 99,854.55 1
8717 ST RT 61 7.750 774.66 100
7.500 774.66 138,000.00
BERLIN HEIGHTS OH 44814 1 03/12/94 00
174879601 05 03/01/94 0
174879601 O 07/01/23
0
1819462 287/047 F 255,650.00 ZZ
360 241,444.36 1
817 JUANITA AV E 7.875 1,853.64 77
7.625 1,853.64 335,000.00
GILBERT AZ 85234 2 05/20/93 00
174880450 05 07/01/93 0
174880450 O 06/01/23
0
1819464 287/047 F 408,800.00 ZZ
360 381,706.68 1
6201 MONTECITO AV E 7.875 3,164.78 80
7.625 3,164.78 511,000.00
PHEONIX AZ 85018 1 05/28/93 00
174882522 05 07/01/93 0
174882522 O 06/01/23
0
1819470 287/047 F 240,000.00 ZZ
360 226,664.38 1
3354 LOUISE ST 7.875 1,740.17 75
7.625 1,740.17 320,000.00
KINGMAN AZ 86401 1 05/19/93 00
174886135 05 07/01/93 0
174886135 O 06/01/23
0
1
1819471 287/047 F 358,900.00 ZZ
304 325,505.77 1
858 SPARROW CT E 8.000 2,528.53 87
7.750 2,528.53 415,000.00
FRESNO CA 93720 2 11/07/97 00
174886200 05 02/01/98 0
174886200 O 05/01/23
0
1819472 287/047 F 391,500.00 ZZ
360 368,955.03 1
6044 YUCCA ST E 7.750 2,804.76 80
7.500 2,804.76 495,000.00
PHOENIX AZ 85254 2 06/24/93 00
174888651 05 08/01/93 0
174888651 O 07/01/23
0
1819473 287/047 F 352,000.00 ZZ
360 331,122.26 1
60 MANZANITA LN 7.375 2,431.18 80
7.125 2,431.18 440,000.00
SEDONA AZ 86336 2 07/19/93 00
174888776 05 09/01/93 0
174888776 O 08/01/23
0
1819474 287/047 F 950,000.00 ZZ
360 898,351.00 1
5448 VALLE VISTA RD E 8.000 6,970.77 64
7.750 6,970.77 1,500,000.00
PHOENIX AZ 85018 2 05/19/93 00
174889576 05 07/01/93 0
174889576 O 06/01/23
0
1819476 287/047 F 450,000.00 ZZ
360 316,722.90 1
9128 55TH ST N 7.875 3,262.82 59
7.625 3,262.82 770,000.00
PARADISE VALLEY AZ 85253 2 06/04/93 00
174891242 05 08/01/93 0
174891242 O 07/01/23
0
1819481 287/047 F 340,000.00 ZZ
360 320,505.90 1
10198 PARADISE DR E 7.875 2,465.24 80
7.625 2,465.24 425,000.00
1
SCOTTSDALE AZ 85260 2 05/20/93 00
174897298 05 07/01/93 0
174897298 O 06/01/23
0
1819483 287/047 F 700,000.00 ZZ
360 659,428.79 1
5579 WALKER WOODS LN 7.875 5,075.49 68
7.625 5,075.49 1,030,000.00
SALT LAKE CITY UT 84117 2 05/25/93 00
174897652 05 07/01/93 0
174897652 O 06/01/23
0
1819496 287/047 F 335,600.00 ZZ
360 315,905.28 1
100 HERMITAGE RD 7.000 2,232.76 80
6.750 2,232.76 419,500.00
CHARLOTTE NC 28207 1 10/15/93 00
174903096 05 12/01/93 0
174903096 O 11/01/23
0
1819524 287/047 F 265,000.00 ZZ
360 233,386.72 1
1330 VALLEY RD NW 7.375 1,830.29 67
7.125 1,830.29 400,000.00
NEW PHILADELPHI OH 44663 2 09/09/93 00
175019322 05 11/01/93 0
175019322 O 10/01/23
0
1819532 287/047 F 240,000.00 ZZ
360 227,175.69 1
780 LAZELLE ST S 7.500 1,678.12 83
7.250 1,678.12 290,000.00
COLUMBUS OH 43206 2 11/12/93 00
175032069 05 01/01/94 0
175032069 O 12/01/23
0
1819533 287/047 F 422,000.00 ZZ
342 305,117.04 1
6823 BROOK RD 9.500 2,667.98 100
9.250 2,667.98 334,000.00
CELEDONIA WI 53406 2 02/27/95 14
175043595 05 05/01/95 22
175043595 O 10/01/23
0
1
1819534 287/047 F 319,500.00 ZZ
360 300,252.03 1
11262 BERYL AVE E 7.125 2,152.54 75
6.875 2,152.54 430,000.00
SCOTTSDALE AZ 85259 1 08/25/93 00
175044304 05 10/01/93 0
175044304 O 09/01/23
0
1819537 287/047 F 282,000.00 ZZ
360 260,926.27 1
9925 131ST PL N 7.125 1,899.89 77
6.875 1,899.89 370,000.00
SCOTTSDALE AZ 85259 2 10/26/93 00
175049592 05 12/01/93 0
175049592 O 11/01/23
0
1819538 287/047 F 275,500.00 ZZ
360 253,345.93 1
12990 TURQUOISE AV E 7.125 1,856.10 71
6.875 1,856.10 390,000.00
SCOTTSDALE AZ 85259 2 10/28/93 00
175051440 05 12/01/93 0
175051440 O 11/01/23
0
1819540 287/047 F 375,000.00 ZZ
360 353,885.81 1
5356 VALLE VISTA RD E 7.125 2,526.45 60
6.875 2,526.45 625,000.00
PHOENIX AZ 85018 2 11/01/93 00
175055607 05 01/01/94 0
175055607 O 12/01/23
0
1819541 287/047 F 292,100.00 ZZ
360 263,573.11 1
9878 119TH PL N 7.125 1,967.94 75
6.875 1,967.94 389,469.00
SCOTTSDALE AZ 85259 1 11/10/93 00
175061779 05 01/01/94 0
175061779 O 12/01/23
0
1819546 287/047 F 375,000.00 ZZ
360 349,352.18 1
1
6201 VIA DE LA YERBA E 7.125 2,526.45 64
6.875 2,526.45 590,000.00
TUCSON AZ 85715 2 10/07/93 00
175064252 05 12/01/93 0
175064252 O 11/01/23
0
1819547 287/047 F 438,750.00 ZZ
360 413,001.98 1
7159 40ST N 7.000 2,919.02 65
6.750 2,919.02 675,000.00
SCOTTSDALE AZ 85253 2 10/26/93 00
175065408 05 12/01/93 0
175065408 O 11/01/23
0
1819548 287/047 F 315,000.00 ZZ
360 297,674.98 1
38223 SOMERERO RD N 7.375 2,175.63 62
7.125 2,175.63 508,064.00
CAREFREE AZ 85377 2 11/19/93 00
175070101 05 01/01/94 0
175070101 O 12/01/23
0
1819565 287/047 F 380,000.00 ZZ
360 343,448.79 1
9 SPRING CREEK PL 7.500 2,657.02 75
7.250 2,657.02 510,000.00
LONGVIEW TX 75604 2 03/04/94 00
175114180 05 05/01/94 0
175114180 O 04/01/24
0
1819566 287/047 F 227,800.00 ZZ
360 216,255.16 1
10035 PAMELA DR 7.375 1,573.36 90
7.125 1,573.36 254,500.00
ROSCOE IL 61073 2 02/18/94 14
175127083 05 04/01/94 17
175127083 O 03/01/24
0
1819573 287/047 F 425,000.00 ZZ
360 354,704.19 1
1395 REGAL CT 7.375 2,935.37 68
7.125 2,935.37 634,000.00
BELLBROOK OH 45440 2 03/16/94 00
175139161 05 05/01/94 0
1
175139161 O 04/01/24
0
1819578 287/047 F 270,000.00 ZZ
360 248,797.96 1
602 WOOSTER AV N 7.750 1,934.32 100
7.500 1,934.32 270,000.00
DOVER OH 44622 2 03/24/94 14
175164409 05 05/01/94 22
175164409 O 04/01/24
0
1820048 287/047 F 247,500.00 ZZ
360 224,423.39 1
11120 MAGNOLIA GLEN 7.750 1,773.12 84
7.500 1,773.12 295,000.00
SHREVEPORT LA 71106 1 02/01/94 10
175542463 05 03/01/94 12
175542463 O 02/01/24
0
1820116 287/047 F 256,600.00 ZZ
360 230,085.24 1
4355 GLEN VISTA CT 8.735 1,986.56 77
8.485 1,986.56 333,500.00
REDDING CA 96002 2 07/01/93 00
175563816 05 09/01/93 0
175563816 O 08/01/23
0
1820117 287/047 F 284,750.00 ZZ
360 267,715.46 1
6210 MELBA AVE 8.735 2,204.50 85
8.485 2,204.50 335,000.00
LOS ANGELES CA 91367 2 07/01/93 11
175563857 05 09/01/93 12
175563857 O 08/01/23
0
1820119 287/047 F 242,250.00 ZZ
360 227,619.82 1
3240 CRYSTAL RIDGE C 8.610 1,855.10 95
8.360 1,855.10 255,000.00
CORONA CA 91720 1 07/01/93 11
175564020 05 09/01/93 22
175564020 O 08/01/23
0
1
1820121 287/047 F 247,200.00 ZZ
360 229,120.84 1
937 ACAPULCO ST 7.375 1,691.30 60
7.125 1,691.30 412,000.00
LAGUNA BEACH CA 92651 2 07/01/93 00
175564160 05 09/01/93 0
175564160 O 08/01/23
0
1820127 287/047 F 267,000.00 ZZ
360 235,487.00 1
2283 HOGBACK RD 9.750 2,293.95 79
9.500 2,293.95 340,000.00
SUNBURY OH 43074 1 04/24/87 00
175566793 05 06/01/87 0
175566793 O 05/01/17
0
1820157 287/047 F 552,000.00 ZZ
360 169,830.99 1
2121S YORKTOWN P-5 8.125 3,708.71 80
7.875 3,708.71 690,000.00
TULSA OK 74114 2 11/01/81 00
175592120 06 01/01/82 0
175592120 O 12/01/11
0
1820170 287/047 F 290,035.05 ZZ
284 261,661.19 1
1707 GUILFORD LN 7.000 2,093.11 74
6.750 2,093.11 395,000.00
NICHOLS HILLS OK 73116 2 12/01/93 00
175597806 05 01/01/94 0
175597806 O 08/01/17
0
1820184 287/047 F 406,083.24 ZZ
345 379,429.50 1
1605 WESTMINSTER PL 7.750 2,941.82 93
7.500 2,941.82 440,860.00
NICHOLS HILLS OK 73120 1 04/01/93 00
175626456 05 05/01/93 0
175626456 O 01/01/22
0
1820186 287/047 F 274,015.66 T
84 269,592.86 1
48 POTENTILLA LN 7.375 1,892.56 66
7.125 1,892.56 420,000.00
1
KEYSTONE CO 80435 2 03/01/97 00
175628239 05 04/01/97 0
175628239 O 03/01/04
0
1820188 287/047 F 247,615.16 ZZ
239 207,717.27 1
1301 TROONE DR 7.000 1,919.76 84
6.750 1,919.76 297,619.00
EDMOND OK 73003 2 09/01/93 00
175628775 05 10/01/93 0
175628775 O 08/01/13
0
1820189 287/047 F 550,000.00 ZZ
360 524,221.40 1
1901 N COLTRANE 7.625 3,892.87 80
7.375 3,892.87 695,000.00
EDMOND OK 73034 2 04/28/94 00
175629930 05 06/01/94 0
175629930 O 05/01/24
0
1820190 287/047 F 250,000.00 ZZ
360 187,522.31 1
7305 WAVERLY AVE 7.750 1,791.03 72
7.500 1,791.03 350,000.00
NICHOLS HILLS OK 73120 2 05/04/93 00
175630672 05 06/01/93 0
175630672 O 05/01/23
0
1820191 287/047 F 285,975.00 ZZ
360 269,692.42 1
2137 CROSSGATE 7.625 2,024.11 91
7.375 2,024.11 317,000.00
OKLAHOMA CITY OK 73170 1 06/04/93 00
175630706 05 08/01/93 0
175630706 O 07/01/23
0
1820192 287/047 F 291,721.00 ZZ
360 275,246.65 1
2345 TUTTINGTON 7.750 2,089.93 92
7.500 2,089.93 320,000.00
OKLAHOMA CITY OK 73170 1 07/21/93 11
175631084 05 09/01/93 22
175631084 O 08/01/23
0
1
1820195 287/047 F 259,350.00 ZZ
360 243,829.04 1
2341 TUTTINGTON 7.000 1,725.46 90
6.750 1,725.46 291,000.00
OKLAHOMA CITY OK 73170 2 09/30/93 19
175631753 05 11/01/93 17
175631753 O 10/01/23
0
1820199 287/047 F 935,000.00 ZZ
360 882,539.78 1
7220 COUNTRY CLUB DR 7.375 6,457.81 85
7.125 6,457.81 1,100,000.00
OKLAHOMA CITY OK 73116 4 09/27/93 00
175632074 05 11/01/93 0
175632074 O 10/01/23
0
1820200 287/047 F 276,800.00 ZZ
360 262,176.43 1
1024 MANOR HILL DR 7.375 1,911.79 80
7.125 1,911.79 346,000.00
NORMAN OK 73072 2 12/17/93 00
175632397 05 02/01/94 0
175632397 O 01/01/24
0
1820215 287/047 F 235,000.00 ZZ
360 221,268.68 1
1121 BAVARIAN DR 8.375 1,786.17 65
8.125 1,786.17 365,000.00
EDMOND OK 73034 2 10/29/92 00
175637446 05 12/01/92 0
175637446 O 11/01/22
0
1820241 287/047 F 250,000.00 ZZ
360 238,739.84 1
1611 NORWOOD PLACE 7.625 1,764.68 71
7.375 1,764.68 355,000.00
NICHOLS HILLS OK 73114 2 08/22/94 00
175706381 05 10/01/94 0
175706381 O 09/01/24
0
1820244 287/047 F 247,500.00 ZZ
360 239,159.56 1
1
10301 GREEN VALLEY RD 8.625 1,925.03 90
8.375 1,925.03 275,000.00
OKLAHOMA CITY OK 73151 2 10/27/94 04
175707306 05 12/01/94 17
175707306 O 11/01/24
0
1820249 287/047 F 348,000.00 ZZ
360 335,636.52 1
3151 S KEETONVILLE ROAD 8.500 2,675.82 75
8.250 2,675.82 470,000.00
CLAREMORE OK 74017 2 10/25/94 00
175709054 05 12/01/94 0
175709054 O 11/01/24
0
1820259 287/047 F 270,000.00 ZZ
360 260,174.16 1
9123 WHISPERING OAKS 7.625 1,913.38 90
7.375 1,913.38 300,000.00
MIDWEST CITY OK 73130 2 01/26/95 10
175711050 05 03/01/95 17
175711050 O 02/01/25
0
1820260 287/047 F 247,500.00 ZZ
360 241,376.25 1
321 E 19TH ST 8.500 1,903.06 90
8.250 1,903.06 275,000.00
TULSA OK 74120 1 10/30/95 01
175711654 05 12/01/95 25
175711654 O 11/01/25
0
1820271 287/047 F 392,350.00 ZZ
360 378,587.27 1
1724 RISING STAR LN 7.625 2,778.71 87
7.375 2,778.71 455,000.00
EDMOND OK 73034 2 04/03/95 10
175735893 05 05/01/95 17
175735893 O 04/01/25
0
1820272 287/047 F 324,000.00 ZZ
360 313,960.18 1
1300 GLENWOOD AVE 8.750 2,548.91 80
8.500 2,548.91 407,000.00
OKLAHOMA CITY OK 73116 2 04/28/95 00
175735919 05 06/01/95 0
1
175735919 O 05/01/25
0
1820274 287/047 F 330,200.00 ZZ
360 314,454.48 1
14901 CARLINGFORD WAY 8.250 2,480.68 89
8.000 2,480.68 375,000.00
OKLAHOMA CITY OK 73013 2 07/26/95 19
175736073 05 09/01/95 25
175736073 O 08/01/25
0
1820377 287/047 F 340,650.00 ZZ
360 333,188.28 1
5433 OAK LEAF DR 7.875 2,469.95 90
7.625 2,469.95 380,000.00
TULSA OK 74131 2 05/20/96 01
175738715 05 07/01/96 25
175738715 O 06/01/26
0
1820380 287/047 F 272,000.00 ZZ
360 264,715.54 1
5509 E 107TH PLACE 7.625 1,925.20 79
7.375 1,925.20 345,000.00
TULSA OK 74137 2 12/20/96 00
175741750 05 02/01/97 0
175741750 O 01/01/27
0
1820381 287/047 F 239,200.00 ZZ
360 235,364.77 1
4509 E 107TH ST SOUTH 7.125 1,611.53 76
6.875 1,611.53 318,000.00
TULSA OK 74137 2 03/21/97 00
175741982 05 05/01/97 0
175741982 O 04/01/27
0
1820521 287/047 F 247,500.00 ZZ
360 219,902.13 1
1450 KINGSWOOD RD N 7.500 1,730.56 76
7.250 1,730.56 327,934.00
WEST LAFAYETTE IN 47906 2 02/28/94 00
175870088 05 04/01/94 0
175870088 O 03/01/24
0
1
1820524 287/047 F 309,900.00 ZZ
347 300,043.10 1
9121 PADDOCK CT 8.000 2,294.78 70
7.750 2,294.78 449,000.00
INDIANAPOLIS IN 46278 2 07/28/94 00
175875772 05 10/01/95 0
175875772 O 08/01/24
0
1820538 287/047 F 650,000.00 ZZ
360 611,991.02 1
2777 SHAGBARK 7.250 4,434.15 84
7.000 4,434.15 778,000.00
LIMA OH 45806 4 05/05/95 00
175883537 05 07/01/95 0
175883537 O 06/01/25
0
1820573 287/047 F 242,000.00 ZZ
360 229,875.35 1
215 CHAUNCEY AV NW 7.500 1,692.10 73
7.250 1,692.10 336,000.00
NEW PHILADELPHI OH 44663 2 08/02/95 00
175895739 05 10/01/95 0
175895739 O 09/01/25
0
1820599 287/047 F 243,000.00 ZZ
360 236,939.77 1
9368 W ST RT 163 8.875 1,933.42 72
8.625 1,933.42 340,000.00
OAK HARBOR OH 43449 2 08/01/95 00
175905736 05 10/01/95 0
175905736 O 09/01/25
0
1820642 287/047 F 320,000.00 ZZ
360 296,901.71 1
4045 NIBLICK DR 6.125 1,944.36 80
5.875 1,944.36 400,000.00
NIWOT CO 80503 1 05/01/94 00
175959535 05 07/01/94 0
175959535 O 06/01/24
0
1820651 287/047 F 248,000.00 ZZ
360 240,442.16 1
720 W CARIBOU DR 7.875 1,798.18 78
7.625 1,798.18 322,000.00
1
MONUMENT CO 80132 1 07/27/95 00
175974310 05 09/01/95 0
175974310 O 08/01/25
0
1820773 287/047 F 353,200.00 ZZ
324 41,760.57 1
214 WYNMERE WAY 8.375 918.20 80
8.125 918.20 446,700.00
SENECA SC 29678 2 11/13/96 00
176008662 05 02/01/97 0
176008662 O 01/01/24
0
1820837 287/047 F 259,600.00 ZZ
360 252,100.47 1
5889 HERITAGE CT 8.625 2,019.15 90
8.375 2,019.15 290,000.00
HUDSON OH 44236 1 08/30/95 01
176023026 05 10/01/95 25
176023026 O 09/01/25
0
1821116 287/047 F 393,000.00 ZZ
360 381,975.79 1
901 PECAN CT 8.000 2,883.70 43
7.750 2,883.70 925,000.00
MIDLAND TX 79705 2 09/01/95 00
176099968 05 11/01/95 0
176099968 O 10/01/25
0
1821656 287/047 F 263,200.00 ZZ
323 255,084.36 1
8 HELEN CT 8.375 2,013.40 88
8.125 2,013.40 301,000.00
YELLOW SPRINGS OH 45387 2 08/13/97 14
176129922 05 11/01/97 17
176129922 O 09/01/24
0
1821680 287/047 F 365,000.00 ZZ
360 355,166.49 1
10800 E CACTUS ROAD UNIT 35 8.375 2,774.27 66
8.125 2,774.27 560,000.00
SCOTSDALE AZ 85259 1 08/18/95 00
176146363 05 10/01/95 0
176146363 O 09/01/25
0
1
1821681 287/047 F 471,000.00 ZZ
360 457,475.20 1
5600 N CAMINO DEL CONTENTO 7.875 3,415.08 48
7.625 3,415.08 1,000,000.00
PARADISE VALLEY AZ 85253 2 09/22/95 00
176146785 05 11/01/95 0
176146785 O 10/01/25
0
1821686 287/047 F 339,450.00 ZZ
360 323,734.66 1
1950 W WILLIS 7.625 2,402.61 75
7.375 2,402.61 452,600.00
SHOW LOW AZ 85901 1 01/29/96 00
176150043 05 03/01/96 0
176150043 O 02/01/26
0
1821692 287/047 F 280,000.00 ZZ
360 271,770.47 1
12121 E GOLD DUST AV 7.750 2,005.95 59
7.500 2,005.95 475,000.00
SCOTTSDALE AZ 85259 1 09/14/95 00
176153245 05 11/01/95 0
176153245 O 10/01/25
0
1821698 287/047 F 242,000.00 ZZ
360 229,154.24 1
25428 N BRONCO TRL 7.875 1,754.67 72
7.625 1,754.67 338,000.00
SCOTTSDALE AZ 85255 2 07/26/95 00
176157220 05 09/01/95 0
176157220 O 08/01/25
0
1821751 287/047 F 314,050.00 ZZ
360 305,685.98 1
12124 N 137TH WAY 8.375 2,387.01 81
8.125 2,387.01 390,000.00
SCOTTSDALE AZ 85259 1 09/08/95 00
176178051 05 11/01/95 0
176178051 O 10/01/25
0
1821923 287/047 F 348,100.00 ZZ
360 313,527.26 1
1
3915 GREENBRIER DR 10.750 3,249.45 80
10.500 3,249.45 440,000.00
UNIVERSITY PARK TX 75225 1 06/26/87 00
176399699 05 08/01/87 0
176399699 O 07/01/17
0
1821927 287/047 F 280,000.00 ZZ
360 245,105.13 1
269 BAY DR S 10.625 2,587.48 72
10.375 2,587.48 394,000.00
LAKE PALESTINE TX 75801 1 01/22/86 00
176400059 05 04/01/86 0
176400059 O 03/01/16
0
1821938 287/047 F 211,282.46 ZZ
274 182,820.63 1
741 TIMBERWOOD 7.000 1,546.74 65
6.750 1,546.74 326,200.00
MC KINNEY TX 75069 1 12/03/93 00
176401792 05 01/01/94 0
176401792 O 10/01/16
0
1821941 287/047 F 300,000.00 ZZ
360 261,761.66 1
4928 SEA PINES DR 9.875 2,605.05 79
9.625 2,605.05 380,000.00
DALLAS TX 75287 1 08/25/86 00
176402378 05 10/01/86 0
176402378 O 09/01/16
0
1821946 287/047 F 232,500.00 ZZ
361 197,381.12 1
2312 CARDINAL DR 8.500 1,787.73 93
8.250 1,787.73 252,000.00
PLANO TX 75023 1 10/10/86 00
176403053 05 12/01/86 0
176403053 O 12/01/16
0
1821957 287/047 F 341,700.00 ZZ
360 298,101.48 1
3507 MOUNT BONNELL 9.125 2,780.19 76
8.875 2,780.19 450,000.00
AUSTIN TX 78731 1 05/26/87 00
176403681 05 07/01/87 0
1
176403681 O 06/01/17
0
1821962 287/047 F 428,800.00 ZZ
360 368,304.16 1
300 GENESEO RD 8.750 3,373.38 65
8.500 3,373.38 660,000.00
TERRELL HILL TX 78209 1 03/01/87 00
176404614 05 05/01/87 0
176404614 O 04/01/17
0
1821973 287/047 F 244,350.00 ZZ
360 210,816.85 1
800 COBBLESTONE CT N 9.250 2,010.21 83
9.000 2,010.21 295,000.00
CEDAR HILL TX 75104 1 03/17/87 00
176405744 05 05/01/87 0
176405744 O 04/01/17
0
1821976 287/047 F 233,900.00 ZZ
360 198,794.17 1
801 SPRING CANYON DRIVE 9.250 1,924.24 88
9.000 1,924.24 267,000.00
IRVING TX 75063 1 06/06/86 00
176406031 05 08/01/86 0
176406031 O 07/01/16
0
1821979 287/047 F 235,250.00 ZZ
360 201,384.32 1
18403 PARK GROVE LANE 9.875 2,042.80 86
9.625 2,042.80 275,000.00
DALLAS TX 75252 1 06/02/86 00
176406213 05 08/01/86 0
176406213 O 07/01/16
0
1821982 287/047 F 234,800.00 ZZ
360 210,811.16 1
17403 WIDMORE PL 9.875 2,038.89 88
9.625 2,038.89 268,000.00
SPRING TX 77379 1 04/18/88 00
176406635 05 06/01/88 0
176406635 O 05/01/18
0
1
1821987 287/047 F 552,000.00 ZZ
360 505,094.71 1
1105 ALAMEDA BLVD 10.750 5,152.82 80
10.500 5,152.82 695,000.00
CORONADO CA 92118 1 06/17/88 00
176407013 05 08/01/88 0
176407013 O 07/01/18
0
1821996 287/047 F 238,500.00 ZZ
360 218,809.91 1
1357 DELONG RD 10.625 2,203.97 89
10.375 2,203.97 270,000.00
LEXINGTON KY 40515 1 11/30/88 14
176408268 05 01/01/89 17
176408268 O 12/01/18
0
1822098 287/047 F 629,300.00 ZZ
360 584,194.67 1
5320 CASA BLANCA DR N 8.625 4,897.01 70
8.375 4,897.01 900,000.00
PARADISE VALLEY AZ 85253 1 06/01/91 00
176443778 05 08/01/91 0
176443778 O 07/01/21
0
1822100 287/047 F 404,307.28 ZZ
300 392,451.97 1
1265 GILBERT RD S 8.875 3,358.39 65
8.625 3,358.39 625,000.00
GILBERT AZ 85234 1 07/01/96 00
176446474 05 08/01/96 0
176446474 O 07/01/21
0
1822104 287/047 F 227,500.00 ZZ
312 211,253.97 1
28014 44TH ST N 8.250 1,708.45 65
8.000 1,708.45 350,000.00
CAVE CREEK AZ 85331 2 10/30/95 00
176452225 05 01/01/96 0
176452225 O 12/01/21
0
1822114 287/047 F 295,400.00 ZZ
340 187,506.60 1
8724 68TH ST N 7.375 1,792.52 71
7.125 1,792.52 420,000.00
1
PARADISE VALLEY AZ 85253 2 10/13/93 00
176463966 05 01/01/94 0
176463966 O 04/01/22
0
1822115 287/047 F 382,650.00 ZZ
346 348,303.12 1
6801 40TH ST N 7.875 2,725.09 52
7.625 2,725.09 740,000.00
PARADISE VALLEY AZ 85253 2 04/06/93 00
176464030 05 05/01/93 0
176464030 O 02/01/22
0
1822116 287/047 F 266,000.00 ZZ
312 245,833.93 1
5810 PASEO BUSANIC E 7.875 1,920.97 70
7.625 1,920.97 382,500.00
TUCSON AZ 85750 2 02/12/96 00
176464444 05 04/01/96 0
176464444 O 03/01/22
0
1822118 287/047 F 545,000.00 ZZ
360 404,993.86 1
2406 MORNING STAR CT 8.500 4,190.58 63
8.250 4,190.58 875,000.00
PARK CITY UT 84060 1 08/03/92 00
176467868 05 09/01/92 0
176467868 O 08/01/22
0
1822119 287/047 F 252,000.00 ZZ
360 225,651.00 1
10089 119TH PL N 8.125 1,871.10 80
7.875 1,871.10 315,000.00
SCOTTSDALE AZ 85259 1 12/04/92 00
176468163 05 02/01/93 0
176468163 O 01/01/23
0
1822120 287/047 F 252,000.00 ZZ
300 145,010.61 1
1465 PORT AU PRINCE W 8.625 1,204.40 76
8.375 1,204.40 335,000.00
PHOENIX AZ 85023 1 01/15/97 00
176469575 05 04/01/97 0
176469575 O 03/01/22
0
1
1822122 287/047 F 400,000.00 ZZ
323 373,771.51 1
4941 CIRCULO SOBRIO N 8.625 3,090.82 75
8.375 3,090.82 540,000.00
TUCSON AZ 85718 2 06/16/95 00
176470235 05 09/01/95 0
176470235 O 07/01/22
0
1822125 287/047 F 650,000.00 ZZ
341 577,202.48 1
4565 MOONLIGHT WAY 7.375 4,472.16 65
7.125 4,472.16 1,000,000.00
SCOTTSDALE AZ 85253 2 09/23/93 00
176472660 05 12/01/93 0
176472660 O 04/01/22
0
1822128 287/047 F 464,000.00 ZZ
360 436,185.76 1
5838 THIRD AV N 8.375 3,526.74 80
8.125 3,526.74 580,000.00
PHOENIX AZ 85013 2 08/20/92 00
176473791 05 10/01/92 0
176473791 O 09/01/22
0
1822129 287/047 F 301,000.00 ZZ
360 280,592.20 1
250 JONES DR 7.875 2,166.42 70
7.625 2,166.42 430,000.00
LAKE HAVASU AZ 86403 2 12/04/92 00
176475358 05 02/01/93 0
176475358 O 01/01/23
0
1822130 287/047 F 340,000.00 T
360 321,644.13 1
40199 107TH PL N 9.375 2,827.95 67
9.125 2,827.95 510,000.00
SCOTTSDALE AZ 85262 1 04/02/92 00
176476794 05 06/01/92 0
176476794 O 05/01/22
0
1822131 287/047 F 1,000,000.00 T
324 947,388.07 1
1
7453 EAST ARROYO HONDO 8.375 7,512.60 80
8.125 7,512.60 1,250,000.00
CAREFREE AZ 85377 1 04/10/97 00
176478295 03 05/01/97 0
176478295 O 04/01/24
0
1822132 287/047 F 230,100.00 ZZ
300 214,607.66 1
1479 DEVONSHIRE DR S 8.625 1,778.51 80
8.375 1,778.51 290,000.00
SALT LAKE CITY UT 84108 1 03/12/97 00
176479616 05 06/01/97 0
176479616 O 05/01/22
0
1822134 287/047 F 234,000.00 ZZ
348 217,586.72 1
8545 E PEPPER TREE LN 8.000 1,711.66 89
7.750 1,711.66 265,000.00
SCOTTSDALE AZ 85250 1 05/19/93 14
176479913 05 07/01/93 17
176479913 O 06/01/22
0
1822136 287/047 F 235,800.00 ZZ
360 221,681.06 1
2401 STROKE DR 7.125 1,588.63 72
6.875 1,588.63 327,500.00
LAKE HAVASU AZ 86403 2 10/26/93 00
176481547 05 12/01/93 0
176481547 O 11/01/23
0
1822137 287/047 F 309,250.00 ZZ
360 290,118.24 1
1649 QUEEN PALM DR E 7.625 2,245.11 85
7.375 2,245.11 365,000.00
GILBERT AZ 85234 2 09/02/93 00
176483592 05 11/01/93 0
176483592 O 10/01/23
0
1822138 287/047 F 328,000.00 ZZ
360 309,129.96 1
1517 LOS ARBOLES E 7.000 2,182.20 80
6.750 2,182.20 415,000.00
TEMPE AZ 85284 1 11/24/93 00
176483600 05 01/01/94 0
1
176483600 O 12/01/23
0
1822139 287/047 F 236,150.00 ZZ
360 223,417.64 1
4650 LA MIRADA WAY E 7.375 1,631.03 90
7.125 1,631.03 263,000.00
PHOENIX AZ 85044 1 11/05/93 01
176483626 05 01/01/94 17
176483626 O 12/01/23
0
1822140 287/047 F 480,000.00 ZZ
360 450,083.17 1
36 STATE AV E 6.875 3,153.26 80
6.625 3,153.26 600,000.00
PHOENIX AZ 85020 2 08/27/93 00
176484038 05 10/01/93 0
176484038 O 09/01/23
0
1822141 287/047 F 252,000.00 ZZ
300 157,677.35 1
3206 ENCANTO ST E 8.000 1,233.12 80
7.750 1,233.12 315,000.00
MESA AZ 85213 1 09/22/97 00
176486769 05 12/01/97 0
176486769 O 11/01/22
0
1822150 287/047 F 262,000.00 ZZ
360 246,558.28 1
998 WIMBLEDON DR E 7.750 1,877.01 73
7.500 1,877.01 360,000.00
FRESNO CA 93720 2 03/25/93 00
176490829 05 05/01/93 0
176490829 O 04/01/23
0
1822151 287/047 F 261,800.00 ZZ
360 246,855.55 1
245 FAIRWAY DR N 7.500 1,830.55 70
7.250 1,830.55 374,000.00
VISALIA CA 93291 2 07/23/93 00
176490928 05 09/01/93 0
176490928 O 08/01/23
0
1
1822153 287/047 F 690,000.00 ZZ
360 647,260.89 1
2705 14TH AVE 7.625 4,830.59 79
7.375 4,830.59 880,000.00
CARMEL CA 93921 1 11/08/93 00
176492262 05 01/01/94 0
176492262 O 12/01/23
0
1822154 287/047 F 273,300.00 ZZ
360 257,631.48 1
7456 CHERYL AV N 7.250 1,864.39 79
7.000 1,864.39 349,000.00
FRESNO CA 93711 2 10/25/93 00
176492536 05 12/01/93 0
176492536 O 11/01/23
0
1822155 287/047 F 246,000.00 ZZ
317 227,230.15 1
244 DOROTHEA CT E 8.000 1,754.41 88
7.750 1,754.41 280,000.00
VISALIA CA 93277 2 10/02/97 01
176493500 05 01/01/98 17
176493500 O 05/01/24
0
1822156 287/047 F 292,500.00 ZZ
360 270,075.48 1
4215 S CAMILLE ST 8.125 2,171.81 74
7.875 2,171.81 400,000.00
SALT LAKE CITY UT 84124 2 10/05/92 00
176494383 05 11/01/92 0
176494383 O 10/01/22
0
1822157 287/047 F 368,000.00 ZZ
360 349,975.72 1
220 ENSIGN VISTA DR E 7.625 2,604.68 80
7.375 2,604.68 460,000.00
SALT LAKE CITY UT 84103 2 02/28/94 00
176495588 05 04/01/94 0
176495588 O 03/01/24
0
1822159 287/047 F 244,000.00 ZZ
360 229,566.62 1
21421 142ND DR N 8.250 1,833.10 80
8.000 1,833.10 305,000.00
1
SUN CITY WEST AZ 85375 2 10/22/92 00
176498871 05 12/01/92 0
176498871 O 11/01/22
0
1822160 287/047 F 266,000.00 ZZ
360 248,028.44 1
340 RIM SHADOWS DR 7.250 1,814.59 45
7.000 1,814.59 600,000.00
SEDONA AZ 86336 2 08/26/93 00
176499176 05 10/01/93 0
176499176 O 09/01/23
0
1822165 287/047 F 360,000.00 ZZ
310 334,665.54 1
3100 N PANTANO ROAD 8.250 2,673.38 80
8.000 2,673.38 455,000.00
TUCSON AZ 85715 1 11/21/96 00
176507887 05 02/01/97 0
176507887 O 11/01/22
0
1822167 287/047 F 312,000.00 ZZ
360 294,276.19 1
4736 E HORSESHOE ROAD 8.500 2,399.02 76
8.250 2,399.02 412,500.00
PHOENIX AZ 85028 2 11/19/92 00
176508646 05 01/01/93 0
176508646 O 12/01/22
0
1822168 287/047 F 380,000.00 ZZ
360 352,526.88 1
10822 FANFOL LN E 7.750 2,701.26 70
7.500 2,701.26 550,000.00
SCOTTSDALE AZ 85258 2 10/01/92 00
176508919 05 12/01/92 0
176508919 O 11/01/22
0
1822169 287/047 F 334,000.00 ZZ
301 311,775.09 1
6446 TRAILRIDGE CIR E 8.000 2,432.69 67
7.750 2,432.69 500,000.00
MESA AZ 85205 2 10/02/97 00
176510022 05 01/01/98 0
176510022 O 01/01/23
0
1
1822173 287/047 F 236,250.00 ZZ
360 222,283.27 1
1600 MENLO AVE 7.625 1,672.17 75
7.375 1,672.17 315,000.00
CARMICHAEL CA 95608 2 04/26/93 00
176510964 05 06/01/93 0
176510964 O 05/01/23
0
1822174 287/047 F 322,500.00 ZZ
360 224,426.62 1
1601 WESMEAD CT 7.500 2,254.97 75
7.250 2,254.97 430,000.00
SACRAMENTO CA 95822 2 04/19/93 00
176511061 05 06/01/93 0
176511061 O 05/01/23
0
1822175 287/047 F 274,450.00 ZZ
360 259,486.94 1
736 SHORESIDE DR 7.875 1,989.96 76
7.625 1,989.96 362,000.00
SACRAMENTO CA 95831 2 06/24/93 00
176511186 05 08/01/93 0
176511186 O 07/01/23
0
1822176 287/047 F 270,000.00 ZZ
360 254,215.89 1
8561 ALLISTER WAY 7.250 1,841.88 90
7.000 1,841.88 300,000.00
ELK GROVE CA 95624 2 08/23/93 11
176511293 05 10/01/93 17
176511293 O 09/01/23
0
1822177 287/047 F 247,500.00 ZZ
360 232,687.62 1
2169 NUGGET CREEK COURT 7.000 1,646.63 90
6.750 1,646.63 275,000.00
RANCHO CORDOVA CA 95670 2 09/23/93 11
176511590 05 11/01/93 17
176511590 O 10/01/23
0
1822179 287/047 F 241,500.00 ZZ
312 223,628.74 1
1
2737 E.AZ BILTMORE CIR #25 8.250 1,781.76 70
8.000 1,781.76 345,000.00
PHOENIX AZ 85016 2 11/26/96 00
176514040 06 02/01/97 0
176514040 O 01/01/23
0
1822181 287/047 F 227,200.00 ZZ
360 213,578.24 1
21650 N 56TH AVE 6.875 1,492.55 80
6.625 1,492.55 284,000.00
GLENDALE AZ 85308 1 10/01/93 00
176516607 05 12/01/93 0
176516607 O 11/01/23
0
1822182 287/047 F 320,000.00 ZZ
360 301,082.83 1
15408 N 19TH STREET 7.625 2,264.94 80
7.375 2,264.94 400,000.00
PHOENIX AZ 85022 2 04/01/93 00
176516672 05 06/01/93 0
176516672 O 05/01/23
0
1822187 287/047 F 245,000.00 ZZ
360 230,952.83 1
1905 PARKWAY DR 7.250 1,671.34 75
7.000 1,671.34 330,000.00
YUMA AZ 85364 2 09/14/93 00
176522670 05 11/01/93 0
176522670 O 10/01/23
0
1822188 287/047 F 270,000.00 ZZ
360 247,497.23 1
1565E 1950N 8.250 2,028.42 75
8.000 2,028.42 360,000.00
HEBER CITY UT 84032 2 05/04/93 00
176523595 05 04/01/94 0
176523595 O 03/01/24
0
1822190 287/047 F 270,000.00 ZZ
360 249,396.34 1
3 NORTHRIDGE COVE S 7.375 1,864.82 72
7.125 1,864.82 380,000.00
SANDY UT 84092 2 07/30/93 00
176524270 05 09/01/93 0
1
176524270 O 08/01/23
0
1822191 287/047 F 300,000.00 ZZ
325 258,116.82 1
2701 SWASONT WAY E 8.000 2,116.27 71
7.750 2,116.27 427,000.00
SALT LAKE CITY UT 84117 2 12/05/95 00
176524551 05 03/01/96 0
176524551 O 03/01/23
0
1822193 287/047 F 500,000.00 ZZ
180 374,269.01 1
4060 LAUREL ST E 6.875 4,459.28 80
6.625 4,459.28 625,000.00
MESA AZ 85213 1 07/29/93 00
176527042 05 09/01/93 0
176527042 O 08/01/08
0
1822194 287/047 F 344,000.00 ZZ
360 309,485.05 1
11949 GOLD DUST AV E 7.000 2,288.65 80
6.750 2,288.65 430,000.00
SCOTTSDALE AZ 85259 1 05/01/93 00
176527182 05 07/01/93 0
176527182 O 06/01/23
0
1822195 287/047 F 338,450.00 ZZ
360 318,979.13 1
11794 BERYL AV E 7.000 2,251.72 81
6.750 2,251.72 420,000.00
SCOTTSDALE AZ 85259 1 11/24/93 01
176527265 05 01/01/94 12
176527265 O 12/01/23
0
1822198 287/047 F 260,000.00 ZZ
360 235,778.19 1
6711 CAMELBACK RD E 7.750 1,862.68 80
7.500 1,862.68 325,000.00
SCOTTSDALE AZ 85251 1 03/25/93 00
176529428 05 05/01/93 0
176529428 O 04/01/23
0
1
1822199 287/047 F 266,000.00 ZZ
360 251,827.35 1
5970 SAN LEANDRO DR E 8.500 2,045.31 70
8.250 2,045.31 380,000.00
TUCSON AZ 85715 2 02/04/93 00
176529824 05 04/01/93 0
176529824 O 03/01/23
0
1822202 287/047 F 253,000.00 ZZ
360 235,200.50 1
6925 N CHAPARRAL PL 7.625 1,769.33 78
7.375 1,769.33 325,000.00
TUCSON AZ 85718 2 04/23/93 00
176531259 05 06/01/93 0
176531259 O 05/01/23
0
1822203 287/047 F 325,000.00 ZZ
327 303,978.00 1
8301 CANYON SIDE RD E 8.000 2,361.30 80
7.750 2,361.30 410,000.00
TUCSON AZ 85715 2 12/04/95 00
176531325 05 03/01/96 0
176531325 O 05/01/23
0
1822206 287/047 F 253,000.00 ZZ
360 212,463.82 1
9103 LA POSADA CT E 7.000 1,683.22 89
6.750 1,683.22 285,000.00
SCOTTSDALE AZ 85255 1 10/20/93 14
176532117 05 12/01/93 17
176532117 O 11/01/23
0
1822207 287/047 F 464,000.00 ZZ
360 437,592.87 1
6001 LA COLINA DR N 7.750 3,324.16 79
7.500 3,324.16 590,000.00
PARADISE VALLEY AZ 85253 1 05/05/93 00
176532158 05 07/01/93 0
176532158 O 06/01/23
0
1822208 287/047 F 248,000.00 ZZ
306 232,940.75 1
745W MONTE VISTA RD 8.000 1,805.55 80
7.750 1,805.55 310,000.00
1
PHOENIX AZ 85007 2 11/13/97 00
176532885 05 02/01/98 0
176532885 O 07/01/23
0
1822209 287/047 F 420,000.00 ZZ
348 391,802.96 1
6805 BRONCO DR E 7.625 2,951.32 80
7.375 2,951.32 525,000.00
PARADISE VALLEY AZ 85253 2 02/02/94 00
176533149 05 05/01/94 0
176533149 O 04/01/23
0
1822210 287/047 F 287,158.22 ZZ
356 256,768.44 1
9234 115TH ST N 6.875 1,892.84 79
6.625 1,892.84 365,000.00
SCOTTSDALE AZ 85259 1 10/15/93 00
176533784 05 10/01/93 0
176533784 O 05/01/23
0
1822213 287/047 F 446,000.00 ZZ
329 416,301.90 1
8600 CABALLO CIR N 8.250 3,315.06 71
8.000 3,315.06 635,000.00
PARADISE VALLEY AZ 85253 2 11/01/95 00
176534311 05 02/01/96 0
176534311 O 06/01/23
0
1822214 287/047 F 277,000.00 ZZ
360 261,565.73 1
11412 BLACK ROCK RD E 7.750 1,984.47 74
7.500 1,984.47 375,000.00
SCOTTSDALE AZ 85250 2 06/09/93 00
176535938 05 08/01/93 0
176535938 O 07/01/23
0
1822216 287/047 F 252,000.00 ZZ
360 235,618.61 1
10422 N 48TH PLACE 7.250 1,719.09 76
7.000 1,719.09 335,000.00
PARADISE VALLEY AZ 85253 2 11/18/93 00
176536191 05 01/01/94 0
176536191 O 12/01/23
0
1
1822217 287/047 F 350,000.00 ZZ
360 330,402.96 1
42004 N 111TH PLACE 7.500 2,447.26 39
7.250 2,447.26 897,435.00
SCOTTSDALE AZ 85262 2 08/16/93 00
176536266 05 10/01/93 0
176536266 O 09/01/23
0
1822218 287/047 F 277,400.00 ZZ
360 247,980.29 1
7685 E OLD PAINT TRAIL 7.875 2,011.35 52
7.625 2,011.35 540,000.00
SCOTTSDALE AZ 85262 2 04/22/93 00
176536571 05 06/01/93 0
176536571 O 05/01/23
0
1822220 287/047 F 264,950.00 ZZ
360 250,115.54 1
10037 N 52ND PLACE 7.500 1,852.57 68
7.250 1,852.57 390,000.00
PARADISE VALLEY AZ 85253 2 08/03/93 00
176536589 06 10/01/93 0
176536589 O 09/01/23
0
1822481 287/047 F 294,400.00 ZZ
360 277,490.30 1
10360 N RANCH GATE ROAD 7.125 1,983.43 80
6.875 1,983.43 368,000.00
SCOTTSDALE AZ 85255 2 10/22/93 00
176536878 05 12/01/93 0
176536878 O 11/01/23
0
1822483 287/047 F 291,000.00 ZZ
360 273,873.40 1
8716 E CELTIC DRIVE 6.750 1,887.43 75
6.500 1,887.43 390,000.00
SCOTTSDALE AZ 85260 1 12/14/93 00
176537660 05 02/01/94 0
176537660 O 01/01/24
0
1822484 287/047 F 236,250.00 ZZ
360 222,867.79 1
1
3901 E SAHUARO BOULEVARD 8.000 1,733.52 72
7.750 1,733.52 330,000.00
PHOENIX AZ 85028 1 03/17/93 00
176537868 05 05/01/93 0
176537868 O 04/01/23
0
1822485 287/047 F 280,000.00 ZZ
313 250,164.58 1
568 PERRYS HOLLOW RD N 8.375 2,030.07 70
8.125 2,030.07 400,000.00
SALT LAKE CITY UT 84103 2 06/26/97 00
176538551 05 09/01/97 0
176538551 O 09/01/23
0
1822486 287/047 F 300,000.00 ZZ
360 285,758.08 1
5000 N FORT BUCHANAN TRAIL 7.625 2,123.39 71
7.375 2,123.39 425,000.00
TUCSON AZ 85715 2 03/23/94 00
176538791 05 05/01/94 0
176538791 O 04/01/24
0
1822487 287/047 F 350,000.00 ZZ
360 328,009.15 1
5030 N VIA DE LA GRANJA 6.750 2,270.10 72
6.500 2,270.10 490,000.00
TUCSON AZ 85718 2 10/21/93 00
176540482 05 12/01/93 0
176540482 O 11/01/23
0
1822489 287/047 F 238,500.00 ZZ
360 207,562.42 1
8451 E CRESTRIDGE DRIVE 7.000 1,586.75 90
6.750 1,586.75 265,000.00
TUCSON AZ 85715 2 09/07/93 00
176540847 05 11/01/93 0
176540847 O 10/01/23
0
1822490 287/047 F 245,000.00 ZZ
180 186,840.32 1
3 SINGLE TREE LANE 6.500 2,134.22 75
6.250 2,134.22 330,000.00
TUBAC AZ 85646 2 09/24/93 00
176541134 05 11/01/93 0
1
176541134 O 10/01/08
0
1822491 287/047 F 247,500.00 ZZ
360 231,930.03 1
5842 N CAMINO DEL MAR 6.625 1,584.77 87
6.375 1,584.77 285,000.00
TUCSON AZ 85718 1 10/19/93 14
176541530 05 12/01/93 17
176541530 O 11/01/23
0
1822493 287/047 F 279,000.00 ZZ
360 263,092.12 1
5246 E FANFOL DR 7.750 1,998.80 78
7.500 1,998.80 360,000.00
PARADISE VALLEY AZ 85253 2 05/18/93 00
176542645 05 07/01/93 0
176542645 O 06/01/23
0
1822496 287/047 F 243,000.00 ZZ
360 229,534.94 1
77 E COUNTRY CLUB DRIVE 8.000 1,783.05 90
7.750 1,783.05 270,000.00
PHOENIX AZ 85012 1 04/20/93 11
176543064 05 06/01/93 17
176543064 O 05/01/23
0
1822497 287/047 F 900,000.00 T
360 851,153.48 1
3750 W PACIFIC COAST HWY 7.750 6,447.72 80
7.500 6,447.72 1,125,000.00
VENTURA CA 93001 1 08/24/93 00
176547107 05 10/01/93 0
176547107 O 09/01/23
0
1822498 287/047 F 350,000.00 ZZ
360 333,013.00 1
7263 E ARROYO HONDO ROAD 7.500 2,447.26 44
7.250 2,447.26 800,000.00
SCOTTSDALE AZ 85262 4 03/14/94 00
176547123 05 05/01/94 0
176547123 O 04/01/24
0
1
1822502 287/047 F 356,750.00 ZZ
360 335,361.46 1
201 LADO DE LOMA 6.875 2,343.60 65
6.625 2,343.60 555,000.00
NOGALES AZ 85621 2 10/04/93 00
176547701 05 12/01/93 0
176547701 O 11/01/23
0
1822503 287/047 F 612,000.00 ZZ
360 578,575.81 1
100 HARBOR DR UNIT 403 7.875 4,437.43 80
7.625 4,437.43 765,000.00
SAN DIEGO CA 92101 1 06/10/93 00
176548089 06 08/01/93 0
176548089 O 07/01/23
0
1822504 287/047 F 260,600.00 ZZ
360 245,403.30 1
1702 E ORCHID LN 7.750 1,866.98 71
7.500 1,866.98 370,000.00
PHOENIX AZ 85020 2 07/28/93 00
176548170 05 09/01/93 0
176548170 O 08/01/23
0
1822505 287/047 F 344,000.00 ZZ
335 317,630.49 1
6701 E HORSESHOE ROAD 7.750 2,388.86 80
7.500 2,388.86 430,000.00
PARADISE VALLEY AZ 85253 2 02/02/96 00
176548196 05 05/01/96 0
176548196 O 03/01/24
0
1822507 287/047 F 250,000.00 ZZ
360 232,473.10 1
700 DOBSON #42 N 7.875 1,812.68 67
7.625 1,812.68 375,000.00
CHANDLER AZ 85224 2 06/10/93 00
176551067 05 02/01/94 0
176551067 O 01/01/24
0
1822508 287/047 F 260,000.00 ZZ
360 244,585.37 1
3737 E MOUNTAIN VIEW ROAD 7.500 1,817.96 67
7.250 1,817.96 392,000.00
1
PHOENIX AZ 85028 1 05/27/93 00
176551109 05 07/01/93 0
176551109 O 06/01/23
0
1822510 287/047 F 312,000.00 ZZ
360 277,586.37 1
11891 E CHAMA ROAD 7.500 2,181.55 80
7.250 2,181.55 390,000.00
SCOTTSDALE AZ 85255 2 06/10/93 00
176551182 05 08/01/93 0
176551182 O 07/01/23
0
1822511 287/047 F 238,000.00 ZZ
306 222,130.05 1
4824 BERNEIL DR E 7.625 1,664.58 80
7.375 1,664.58 300,000.00
PARADISE VALLEY AZ 85253 2 01/14/98 00
176551380 05 04/01/98 0
176551380 O 09/01/23
0
1822512 287/047 F 240,000.00 ZZ
360 226,372.07 1
10040 E HAPPY VALLEY RD 7.750 1,719.39 57
7.500 1,719.39 425,000.00
SCOTTSDALE AZ 85255 4 05/14/93 00
176551398 05 07/01/93 0
176551398 O 06/01/23
0
1822513 287/047 F 279,000.00 ZZ
360 229,953.24 1
10175 CORTEZ ST E 7.500 1,950.81 78
7.250 1,950.81 360,000.00
SCOTTSDALE AZ 85260 2 07/19/93 00
176551489 05 09/01/93 0
176551489 O 08/01/23
0
1822514 287/047 F 450,000.00 ZZ
360 424,253.94 1
4536 ABINADI RD S 7.375 3,108.04 46
7.125 3,108.04 980,000.00
SALT LAKE CITY UT 84124 2 08/18/93 00
176553030 05 10/01/93 0
176553030 O 09/01/23
0
1
1822515 287/047 F 292,500.00 ZZ
360 276,724.96 1
6178 HOLLADAY BLVD S 7.375 2,020.22 65
7.125 2,020.22 450,000.00
SALT LAKE CITY UT 84121 2 11/10/93 00
176553113 05 01/01/94 0
176553113 O 12/01/23
0
1822516 287/047 F 350,000.00 ZZ
360 314,202.68 1
3094 WHITEWATER DR 7.750 2,507.44 51
7.500 2,507.44 690,000.00
SALT LAKE CITY UT 84121 2 08/10/93 00
176553428 05 10/01/93 0
176553428 O 09/01/23
0
1822517 287/047 F 276,000.00 ZZ
360 259,942.37 1
1475 EAGLE WAY 7.500 1,929.83 68
7.250 1,929.83 410,000.00
PARK CITY UT 84060 2 06/17/93 00
176553451 05 08/01/93 0
176553451 O 07/01/23
0
1822518 287/047 F 253,900.00 ZZ
360 238,250.78 1
2720 CHRISTENSON AVE 7.500 1,775.31 79
7.250 1,775.31 325,000.00
OGDEN UT 84403 2 09/13/93 00
176553626 05 11/01/93 0
176553626 O 10/01/23
0
1822519 287/047 F 250,000.00 ZZ
360 220,753.25 1
2242 SKYLINE DR E 7.250 1,705.45 90
7.000 1,705.45 280,000.00
FLAGSTAFF AZ 86004 1 08/19/93 11
176554483 05 10/01/93 17
176554483 O 09/01/23
0
1822523 287/047 F 512,000.00 ZZ
360 479,732.86 1
1
317 GLENN DR E 7.125 3,449.44 80
6.875 3,449.44 640,000.00
PHOENIX AZ 85020 2 12/01/93 00
176557114 05 02/01/94 0
176557114 O 01/01/24
0
1822524 287/047 F 930,000.00 ZZ
360 878,757.70 1
3410 RANCHO DR E 7.250 6,344.24 75
7.000 6,344.24 1,250,000.00
PARADISE VALLEY AZ 85253 2 11/26/93 00
176557320 05 01/01/94 0
176557320 O 12/01/23
0
1822525 287/047 F 250,000.00 ZZ
360 236,664.24 1
6138 E SAN MARINO ST 8.000 1,834.42 61
7.750 1,834.42 415,000.00
TUCSON AZ 85715 2 06/09/93 00
176558278 05 08/01/93 0
176558278 O 07/01/23
0
1822526 287/047 F 243,750.00 ZZ
360 226,764.17 1
8450 15TH AV N 7.500 1,704.34 65
7.250 1,704.34 375,000.00
PHOENIX AZ 85021 2 10/05/93 00
176558427 05 12/01/93 0
176558427 O 11/01/23
0
1822527 287/047 F 357,000.00 ZZ
360 336,621.59 1
11433 MISSION LN E 7.500 2,496.20 80
7.250 2,496.20 450,000.00
SCOTTSDALE AZ 85259 2 07/13/93 00
176559250 05 09/01/93 0
176559250 O 08/01/23
0
1822528 287/047 F 367,000.00 ZZ
360 346,551.28 1
21 BULL MOOSE CIR N 7.750 2,629.24 69
7.500 2,629.24 535,000.00
CHANDLER AZ 85224 2 06/23/93 00
176559565 05 08/01/93 0
1
176559565 O 07/01/23
0
1822529 287/047 F 300,000.00 ZZ
360 226,450.14 1
11425 N 54TH ST 7.375 2,072.03 80
7.125 2,072.03 375,000.00
SCOTTSDALE AZ 85254 1 07/15/93 00
176559805 05 09/01/93 0
176559805 O 08/01/23
0
1822531 287/047 F 245,500.00 ZZ
360 231,424.47 1
8613 ONYX AV E 7.250 1,674.75 90
7.000 1,674.75 275,000.00
SCOTTSDALE AZ 85258 2 09/09/93 14
176560480 05 11/01/93 17
176560480 O 10/01/23
0
1822532 287/047 F 338,000.00 ZZ
360 317,296.89 1
6319 MARIPOSA ST E 7.250 2,305.76 60
7.000 2,305.76 565,000.00
SCOTTSDALE AZ 85251 2 09/07/93 00
176560852 05 11/01/93 0
176560852 O 10/01/23
0
1822533 287/047 F 294,650.00 ZZ
360 277,834.64 1
1450 DESERT FLOWER LN E 7.375 2,035.08 85
7.125 2,035.08 349,000.00
PHOENIX AZ 85044 1 09/09/93 11
176560894 03 11/01/93 12
176560894 O 10/01/23
0
1822534 287/047 F 375,000.00 ZZ
360 359,067.26 1
3527 HIALEA CT E 8.000 2,751.62 75
7.750 2,751.62 500,000.00
PHOENIX AZ 85044 2 08/06/93 00
176561512 05 07/01/94 0
176561512 O 06/01/24
0
1
1822535 287/047 F 325,000.00 T
360 307,945.59 1
10 AVENIDA DE OLIVIA 7.625 2,300.33 47
7.375 2,300.33 700,000.00
TUBAC AZ 85646 4 12/15/93 00
176561975 05 02/01/94 0
176561975 O 01/01/24
0
1822536 287/047 F 275,000.00 ZZ
360 261,356.09 1
1604 SHEENA DR E 7.375 1,899.36 78
7.125 1,899.36 355,000.00
PHOENIX AZ 85022 1 03/21/94 00
176562395 05 05/01/94 0
176562395 O 04/01/24
0
1822538 287/047 F 400,000.00 ZZ
360 373,886.12 1
8101 54TH ST N 7.625 2,805.65 50
7.375 2,805.65 800,000.00
PARADISE VALLEY AZ 85253 2 08/01/93 00
176562429 05 10/01/93 0
176562429 O 09/01/23
0
1822540 287/047 F 300,000.00 ZZ
360 276,099.39 1
1534 E FRIESS DR 8.250 2,253.80 71
8.000 2,253.80 425,000.00
PHOENIX AZ 85022 1 06/29/94 00
176562502 05 09/01/94 0
176562502 O 08/01/24
0
1822541 287/047 F 663,500.00 ZZ
360 626,142.13 1
4608 BERNEIL DR E 7.125 4,470.13 68
6.875 4,470.13 975,735.00
PHOENIX AZ 85028 2 11/02/93 00
176562528 05 01/01/94 0
176562528 O 12/01/23
0
1822542 287/047 F 268,000.00 ZZ
360 251,932.64 1
4615 LAUNFAL AVE N 6.875 1,760.57 63
6.625 1,760.57 425,396.00
1
PHOENIX AZ 85018 2 10/27/93 00
176562684 05 12/01/93 0
176562684 O 11/01/23
0
1822543 287/047 F 276,000.00 ZZ
360 257,838.98 1
28405 67TH ST N 7.000 1,836.24 79
6.750 1,836.24 350,000.00
CAREFREE AZ 85377 1 09/24/93 00
176562858 05 11/01/93 0
176562858 O 10/01/23
0
1822544 287/047 F 304,000.00 ZZ
360 286,511.20 1
8611 SANTA CATALINA ST E 7.000 2,022.52 76
6.750 2,022.52 400,000.00
SCOTTSDALE AZ 85255 1 11/15/93 00
176564219 05 01/01/94 0
176564219 O 12/01/23
0
1822545 287/047 F 245,000.00 ZZ
360 227,915.57 1
2171 LAUSE LN 6.875 1,609.48 70
6.625 1,609.48 350,000.00
BULLHEAD CITY AZ 86442 2 11/23/93 00
176564714 05 01/01/94 0
176564714 O 12/01/23
0
1822546 287/047 F 256,000.00 ZZ
360 238,520.55 1
5432 OLD RANCH RD N 6.875 1,681.74 78
6.625 1,681.74 330,000.00
PARK CITY UT 84060 2 11/02/93 00
176567410 05 01/01/94 0
176567410 O 12/01/23
0
1822547 287/047 F 405,000.00 ZZ
360 382,609.91 1
1401 CORAL COVE E 7.375 2,797.24 60
7.125 2,797.24 675,000.00
GILBERT AZ 85234 2 10/14/93 00
176570174 05 12/01/93 0
176570174 O 11/01/23
0
1
1822548 287/047 F 279,600.00 ZZ
360 263,422.55 1
2354 MORNING STAR DR 7.375 1,931.13 80
7.125 1,931.13 350,000.00
PARK CITY UT 84060 1 08/18/93 00
176571016 05 10/01/93 0
176571016 O 09/01/23
0
1822549 287/047 F 300,000.00 ZZ
359 282,800.33 1
2880 LUCKY JOHN DR 7.250 2,046.53 75
7.000 2,046.53 400,000.00
PARK CITY UT 84060 1 08/26/93 00
176571032 05 10/01/93 0
176571032 O 08/01/23
0
1822550 287/047 F 295,000.00 ZZ
360 278,396.36 1
7878 GAINEY RANCH RD E #45 7.500 2,062.69 80
7.250 2,062.69 370,000.00
SCOTTSDALE AZ 85258 2 08/13/93 00
176572519 05 10/01/93 0
176572519 O 09/01/23
0
1822552 287/047 F 376,000.00 ZZ
360 354,019.10 1
5830 PLACITA ALTA REPOSA 7.250 2,564.99 80
7.000 2,564.99 470,000.00
TUSCON AZ 85715 2 08/25/93 00
176572790 05 10/01/93 0
176572790 O 09/01/23
0
1822553 287/047 F 243,450.00 ZZ
360 225,929.73 1
5295 CAMINO REAL N 7.250 1,660.76 90
7.000 1,660.76 270,500.00
TUCSON AZ 85718 1 10/20/93 11
176573624 05 12/01/93 17
176573624 O 11/01/23
0
1822554 287/047 F 234,000.00 ZZ
360 215,903.62 1
1
7340 E KNOLLWOOD DR 7.000 1,556.81 90
6.750 1,556.81 260,000.00
TUCSON AZ 85715 1 11/18/93 14
176573665 05 01/01/94 12
176573665 O 12/01/23
0
1822555 287/047 F 233,200.00 ZZ
360 202,231.52 1
5211 VALLEY VIEW RD N 7.250 1,590.84 80
7.000 1,590.84 292,000.00
TUCSON AZ 85718 1 11/23/93 00
176574200 05 01/01/94 0
176574200 O 12/01/23
0
1822556 287/047 F 301,200.00 ZZ
360 283,386.27 1
3271 EL CAMINO RINCONADO 7.375 2,080.32 60
7.125 2,080.32 508,000.00
TUCSON AZ 85749 2 09/27/93 00
176575017 05 11/01/93 0
176575017 O 10/01/23
0
1822557 287/047 F 423,750.00 ZZ
360 378,774.96 1
5727 25TH ST N 7.375 2,926.74 74
7.125 2,926.74 575,000.00
PHOENIX AZ 85016 2 08/18/93 00
176575033 05 10/01/93 0
176575033 O 09/01/23
0
1822558 287/047 F 438,000.00 ZZ
360 414,424.31 1
7151 CENTRAL AV N 7.500 3,062.56 71
7.250 3,062.56 620,000.00
PHOENIX AZ 85020 2 10/15/93 00
176575074 05 12/01/93 0
176575074 O 11/01/23
0
1822559 287/047 F 455,000.00 ZZ
360 429,970.62 1
5933 IRONWOOD DR E 7.375 3,142.58 63
7.125 3,142.58 730,000.00
PARADISE VALLEY AZ 85253 2 10/20/93 00
176575140 05 12/01/93 0
1
176575140 O 11/01/23
0
1822560 287/047 F 247,500.00 ZZ
360 233,812.96 1
2302 BETHANY HOME RD E 7.500 1,730.56 90
7.250 1,730.56 275,000.00
PHOENIX AZ 85016 2 09/23/93 14
176575165 05 11/01/93 17
176575165 O 10/01/23
0
1822561 287/047 F 288,000.00 ZZ
360 256,916.21 1
6867 HILLSIDE DR N 7.625 2,038.45 61
7.375 2,038.45 475,000.00
PARADISE VALLEY AZ 85253 2 08/17/93 00
176575215 05 10/01/93 0
176575215 O 09/01/23
0
1822562 287/047 F 235,750.00 T
360 187,328.03 1
24248 80TH PL N 7.500 1,648.40 78
7.250 1,648.40 304,000.00
SCOTTSDALE AZ 85255 1 12/02/93 00
176578763 05 02/01/94 0
176578763 O 01/01/24
0
1822563 287/047 F 452,800.00 ZZ
360 424,842.00 1
5620 CASA BLANCA DR N 6.875 2,974.58 80
6.625 2,974.58 570,000.00
PARADISE VALLEY AZ 85253 1 09/20/93 00
176579316 05 11/01/93 0
176579316 O 10/01/23
0
1822564 287/047 F 300,000.00 ZZ
360 284,470.74 1
991 CAMINO ALBERCA E 7.375 2,072.03 75
7.125 2,072.03 400,000.00
TUCSON AZ 85718 2 01/27/94 00
176579712 05 03/01/94 0
176579712 O 02/01/24
0
1
1822567 287/047 F 270,000.00 ZZ
360 258,427.90 1
5776 OLD RANCH RD N 8.125 2,004.74 87
7.875 2,004.74 311,000.00
PARK CITY UT 84060 1 04/07/94 01
176581916 05 06/01/94 17
176581916 O 05/01/24
0
1822569 287/047 F 234,200.00 ZZ
360 138,403.96 1
8205 ADOBE E 7.250 1,597.66 50
7.000 1,597.66 475,000.00
SCOTTSDALE AZ 85255 1 12/14/93 00
176583987 05 02/01/94 0
176583987 O 01/01/24
0
1822570 287/047 F 371,800.00 ZZ
360 352,676.72 1
5129 BERYL AV E 7.625 2,631.58 67
7.375 2,631.58 560,000.00
PARADISE VALLEY AZ 85253 2 12/06/93 00
176584845 05 02/01/94 0
176584845 O 01/01/24
0
1822572 287/047 F 276,000.00 ZZ
360 228,203.22 1
17047 DIXILETA DR E 7.125 1,859.47 74
6.875 1,859.47 374,000.00
SCOTTSDALE AZ 85262 2 11/05/93 00
176584951 05 01/01/94 0
176584951 O 12/01/23
0
1822574 287/047 F 250,000.00 T
360 244,046.66 1
24350 WHISPERING RIDGE WA 9.625 2,124.98 59
9.375 2,124.98 425,000.00
SCOTTSDALE AZ 85255 1 04/28/95 00
176585032 05 06/01/95 0
176585032 O 05/01/25
0
1822575 287/047 F 340,000.00 ZZ
360 322,296.77 1
7500 MCCORMICK PKWY E UNI 7.750 2,420.13 80
7.500 2,420.13 425,000.00
1
SCOTTSDALE AZ 85258 2 04/06/94 00
176585198 06 06/01/94 0
176585198 O 05/01/24
0
1822577 287/047 F 425,000.00 ZZ
180 329,440.17 1
1711 HERMOSA VISTA DR E 6.750 3,760.87 68
6.500 3,760.87 630,000.00
MESA AZ 85203 2 11/22/93 00
176588242 05 01/01/94 0
176588242 O 12/01/08
0
1822579 287/047 F 345,000.00 ZZ
360 332,505.12 1
4537 MOCKINGBIRD LN 8.875 2,744.98 69
8.625 2,744.98 500,000.00
PARADISE VALLEY AZ 85253 2 05/23/94 00
176594042 05 07/01/94 0
176594042 O 06/01/24
0
1822581 287/047 F 271,500.00 ZZ
360 256,857.53 1
7234 ROYAL PALM RD E 7.250 1,852.11 79
7.000 1,852.11 345,000.00
SCOTTSDALE AZ 85258 2 01/10/94 00
176594794 05 03/01/94 0
176594794 O 02/01/24
0
1822591 287/047 F 249,948.33 ZZ
315 224,212.01 1
1904 BASELINE RD E 7.750 1,858.92 29
7.500 1,858.92 865,000.00
PHOENIX AZ 85040 2 07/01/93 00
176610046 05 08/01/93 0
176610046 O 10/01/19
0
1822619 287/047 F 324,000.00 ZZ
334 274,561.12 1
3002 MANOR DR WEST N 8.625 2,525.87 69
8.375 2,525.87 475,000.00
PHOENIX AZ 85014 1 01/28/92 00
176619831 05 03/01/92 0
176619831 O 12/01/19
0
1
1822621 287/047 F 556,500.00 ZZ
334 507,669.30 1
1225 WARNER ROAD #13 E 8.375 4,232.10 70
8.125 4,232.10 795,000.00
TEMPE AZ 85284 1 10/15/92 00
176622520 05 11/01/92 0
176622520 O 08/01/20
0
1822633 287/047 F 359,369.84 ZZ
325 335,579.72 1
10046 HIDDEN VALLEY R E 7.500 2,587.64 63
7.250 2,587.64 575,000.00
SCOTTSDALE AZ 85262 1 01/01/94 00
176623999 05 02/01/94 0
176623999 O 02/01/21
0
1822641 287/047 F 449,200.00 ZZ
324 408,905.93 1
7347 RED LEDGE DR 7.625 3,204.81 80
7.375 3,204.81 565,000.00
PARADISE VALLEY AZ 85253 1 12/09/93 00
176626141 05 02/01/94 0
176626141 O 01/01/21
0
1822659 287/047 F 231,000.00 ZZ
334 211,588.87 1
14244 WHITE ROCK DR 7.625 1,625.70 79
7.375 1,625.70 293,000.00
SUN CITY WE AZ 85375 1 12/27/93 00
176631141 05 03/01/94 0
176631141 O 12/01/21
0
1822665 287/047 F 537,607.39 ZZ
330 412,368.81 1
7701 MOONLIGHT LN N 7.125 3,719.31 64
6.875 3,719.31 850,000.00
PARADISE VALLEY AZ 85253 2 10/01/93 00
176631653 05 11/01/93 0
176631653 O 04/01/21
0
1822682 287/047 F 455,000.00 ZZ
342 418,701.57 1
1
6633 E KASBA CIRCLE SO 8.375 3,462.27 60
8.125 3,462.27 760,000.00
PARADISE VALLEY AZ 85253 2 10/15/92 00
176635498 05 11/01/92 0
176635498 O 04/01/21
0
1822685 287/047 F 280,000.00 ZZ
324 256,461.34 1
10300 48TH PL N 7.750 2,012.48 67
7.500 2,012.48 420,000.00
PARADISE VALLEY AZ 85028 1 03/09/94 00
176636934 05 05/01/94 0
176636934 O 04/01/21
0
1822738 287/047 F 285,850.00 ZZ
360 278,461.56 1
2243 SHEA BLVD E 8.625 2,223.31 94
8.375 2,223.31 305,000.00
PHEONIX AZ 85028 1 08/29/95 14
176736619 05 10/01/95 22
176736619 O 09/01/25
0
1822855 287/047 F 239,000.00 ZZ
360 233,093.56 1
3619 CAPILANO 7.625 1,691.63 87
7.375 1,691.63 276,000.00
WEST LAFAYETTE IN 47906 2 03/25/96 14
176828507 05 05/01/96 17
176828507 O 04/01/26
0
1822933 287/047 F 650,000.00 ZZ
360 634,597.00 1
1660 CRATER AVE EXT 8.500 4,997.94 69
8.250 4,997.94 950,000.00
DOVER OH 44622 1 04/18/96 00
176840817 05 06/01/96 0
176840817 O 05/01/26
0
1822965 287/047 F 267,000.00 ZZ
360 261,372.11 1
848 SOUTH MAIN STREET 7.875 1,935.94 79
7.625 1,935.94 342,000.00
FINDLAY OH 45840 2 06/24/96 00
176849875 05 08/01/96 0
1
176849875 O 07/01/26
0
1823006 287/047 F 306,000.00 ZZ
360 299,206.63 1
15508 EAST GREYSTONE DRIV 8.375 2,325.83 73
8.125 2,325.83 420,000.00
FOUNTAIN HILLS AZ 85268 1 02/15/96 00
176888741 05 04/01/96 0
176888741 O 03/01/26
0
1823029 287/047 F 302,250.00 ZZ
360 294,780.43 1
7740 E GAINEY RANCH RD #2 7.625 2,139.31 65
7.375 2,139.31 470,000.00
SCOTTSDALE AZ 85258 2 03/21/96 00
176919512 03 05/01/96 0
176919512 O 04/01/26
0
1823044 287/047 F 290,000.00 ZZ
360 283,436.43 1
5571 STATE ROAD 12 WEST 7.500 2,027.73 75
7.250 2,027.73 388,000.00
FINDLAY OH 45840 2 06/21/96 00
176962926 05 08/01/96 0
176962926 O 07/01/26
0
1823051 287/047 F 241,000.00 ZZ
360 236,176.50 1
4187 SR 67 7.500 1,685.11 65
7.250 1,685.11 372,875.00
KENTON OH 43326 2 09/16/96 00
176999100 05 11/01/96 0
176999100 O 10/01/26
0
1823068 287/047 F 449,500.00 ZZ
360 445,616.05 1
3840 STONEBRIDGE RD 8.250 3,376.95 85
8.000 3,376.95 530,000.00
KETTERING OH 45419 1 09/30/97 14
177067931 05 11/01/97 12
177067931 O 10/01/27
0
1
1823073 287/047 F 1,175,000.00 ZZ
360 1,164,591.74 1
3501 BRYN MAWR DRIVE 8.125 8,724.35 85
7.875 8,724.35 1,385,000.00
UNIVERSITY PARK TX 75225 1 09/08/97 14
177072857 05 11/01/97 12
177072857 O 10/01/27
0
1823079 287/047 F 310,000.00 ZZ
360 306,499.88 1
3430 LANTERN TRAIL 8.000 2,274.68 68
7.750 2,274.68 460,000.00
RICHMOND IN 47374 1 06/11/97 00
177102993 05 08/01/97 0
177102993 O 07/01/27
0
TOTAL NUMBER OF LOANS : 605
TOTAL ORIGINAL BALANCE : 171,994,118.58
TOTAL PRINCIPAL BALANCE : 152,229,950.08
TOTAL ORIGINAL P+I : 1,325,446.85
TOTAL CURRENT P+I : 1,325,436.86
***************************
* END OF REPORT *
***************************
1
RUN ON : 11/24/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 09.20.28 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1998-NS2 CUTOFF : 11/01/98
POOL : 0004341
:
:
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
------------------------------------------------------
1237268 .7111
256,058.19 .0800
10.8750 .0000
10.1639 .0000
10.0839 .0000
6.7500 3.3339
1273631 .2500
280,163.69 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
6.7500 2.7950
1274292 .2500
234,558.34 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1351599 .2500
248,594.28 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1353371 .2500
220,773.43 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1354377 .2500
193,083.03 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1
1356402 .2500
185,134.66 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1668513 .2500
331,764.41 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1668514 .2500
355,147.18 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1668515 .2500
477,624.45 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1668516 .2500
297,619.26 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1668517 .2500
257,203.33 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1668518 .2500
317,534.11 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1668519 .2500
351,400.55 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1
1668521 .2500
600,946.71 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1668522 .2500
223,844.02 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1668523 .2500
246,814.31 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1668524 .2500
381,558.88 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1668526 .2500
200,935.55 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1668527 .2500
227,671.48 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1668529 .2500
214,778.11 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1668530 .2500
428,624.38 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1
1668531 .2500
237,590.10 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1668532 .2500
231,199.80 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1668536 .2500
485,545.73 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1668537 .2500
241,834.55 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1668542 .2500
367,644.42 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1668543 .2500
691,720.89 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1668544 .2500
263,073.52 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1668546 .2500
574,376.54 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
1668547 .2500
286,907.30 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1668548 .2500
282,799.34 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1668549 .2500
275,271.12 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1668550 .2500
225,408.90 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1668771 .2500
231,381.36 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1668774 .2500
309,216.22 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1687853 .2500
131,186.68 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1687854 .2500
338,391.16 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
1687855 .2500
636,863.29 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1687856 .2500
346,446.47 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1687857 .2500
192,451.23 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1687858 .2500
310,747.12 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1687859 .2500
206,093.42 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1687860 .2500
364,342.54 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1687861 .2500
270,340.18 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1687862 .2500
323,033.92 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.8450 .0000
1
1687863 .2500
178,994.80 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1687864 .2500
303,447.88 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1687865 .2500
301,091.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1687866 .2500
296,743.49 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1687867 .2500
312,524.04 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1687868 .2500
280,463.52 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1687869 .2500
230,582.42 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
1687870 .2500
190,704.54 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1
1687871 .2500
223,965.49 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1687872 .2500
439,194.73 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1687873 .2500
516,416.16 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1687874 .2500
401,787.12 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1687875 .2500
243,738.62 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1687876 .2500
397,034.52 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1687877 .2500
225,100.28 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1687878 .2500
453,335.70 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1
1687879 .2500
334,503.26 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
1687880 .2500
643,955.71 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1687881 .2500
275,429.95 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1687882 .2500
293,541.05 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1687883 .2500
191,723.34 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1687884 .2500
623,426.26 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1687885 .2500
416,759.29 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1687886 .2500
229,638.33 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
1687887 .2500
356,072.57 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1687888 .2500
446,567.98 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1687889 .2500
320,092.15 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1687890 .2500
401,635.20 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1687891 .2500
427,423.76 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1687892 .2500
396,448.07 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1687893 .2500
209,057.85 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1687894 .2500
316,296.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
1687895 .2500
326,197.93 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1687896 .2500
303,574.47 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1808875 .2500
33,683.12 .0800
10.0000 .0000
9.7500 .0000
9.6700 .0000
6.7500 2.9200
1808876 .2500
165,578.41 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1808878 .2500
13,352.32 .0800
11.0000 .0000
10.7500 .0000
10.6700 .0000
6.7500 3.9200
1808879 .2500
91,934.48 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1808880 .2500
23,147.21 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1808881 .2500
9,967.26 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1
1808882 .2500
35,059.73 .0800
10.2500 .0000
10.0000 .0000
9.9200 .0000
6.7500 3.1700
1808883 .2500
152,004.63 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1808884 .2500
531,487.99 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1808885 .2500
15,506.31 .0800
10.0000 .0000
9.7500 .0000
9.6700 .0000
6.7500 2.9200
1808886 .2500
27,653.72 .0800
10.0000 .0000
9.7500 .0000
9.6700 .0000
6.7500 2.9200
1808887 .2500
33,466.49 .0800
10.0000 .0000
9.7500 .0000
9.6700 .0000
6.7500 2.9200
1808888 .2500
36,942.74 .0800
10.0000 .0000
9.7500 .0000
9.6700 .0000
6.7500 2.9200
1808889 .2500
20,272.94 .0800
10.2000 .0000
9.9500 .0000
9.8700 .0000
6.7500 3.1200
1
1808890 .2500
195,251.98 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1808891 .2500
258,508.04 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1808892 .2500
227,669.06 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1808893 .2500
2,766.13 .0800
14.5000 .0000
14.2500 .0000
14.1700 .0000
6.7500 7.4200
1808894 .2500
189,549.50 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1808895 .2500
6,277.38 .0800
12.0000 .0000
11.7500 .0000
11.6700 .0000
6.7500 4.9200
1808896 .2500
4,689.14 .0800
10.3750 .0000
10.1250 .0000
10.0450 .0000
6.7500 3.2950
1808897 .2500
15,776.14 .0800
10.1250 .0000
9.8750 .0000
9.7950 .0000
6.7500 3.0450
1
1808898 .2500
8,677.93 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
6.7500 2.6700
1808899 .2500
24,203.87 .0800
10.5000 .0000
10.2500 .0000
10.1700 .0000
6.7500 3.4200
1808900 .2500
2,707.47 .0800
10.5000 .0000
10.2500 .0000
10.1700 .0000
6.7500 3.4200
1808901 .2500
232,995.09 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1808902 .2500
165,167.61 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1808903 .2500
42,994.99 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1808904 .2500
17,421.52 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1808905 .2500
18,948.06 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1
1808907 .2500
30,516.02 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1808908 .2500
14,183.77 .0800
10.3750 .0000
10.1250 .0000
10.0450 .0000
6.7500 3.2950
1808909 .2500
15,428.41 .0800
10.5000 .0000
10.2500 .0000
10.1700 .0000
6.7500 3.4200
1808910 .2500
203,751.53 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1808912 .2500
295,850.43 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1808914 .2500
181,127.81 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1808915 .2500
209,604.72 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1808916 .2500
178,690.58 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
6.7500 2.6700
1
1808918 .2500
198,361.47 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1808919 .2500
99,426.57 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
1808920 .2500
185,517.09 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1808921 .2500
201,110.63 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1808922 .2500
238,958.46 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1808923 .2500
229,119.86 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1808924 .2500
338,786.34 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1808925 .2500
412,660.61 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1
1808926 .2500
227,828.61 .0800
7.1380 .0000
6.8880 .0000
6.8080 .0000
6.7500 .0580
1808927 .2500
228,845.62 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1808928 .2500
385,332.38 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1808929 .2500
300,559.17 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1808930 .2500
66,002.93 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1808931 .2500
204,155.84 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
1808932 .2500
290,511.19 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1808933 .2500
10,245.45 .0800
12.0000 .0000
11.7500 .0000
11.6700 .0000
6.7500 4.9200
1
1808934 .2500
8,234.89 .0800
12.7500 .0000
12.5000 .0000
12.4200 .0000
6.7500 5.6700
1808935 .2500
10,149.73 .0800
11.5000 .0000
11.2500 .0000
11.1700 .0000
6.7500 4.4200
1808936 .2500
227,986.61 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1808939 .2500
14,959.91 .0800
11.0000 .0000
10.7500 .0000
10.6700 .0000
6.7500 3.9200
1808940 .2500
423,612.55 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1808941 .2500
282,861.47 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1808942 .2500
236,103.17 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1808943 .2500
259,391.96 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1
1808944 .2500
591,389.60 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1808945 .2500
394,129.10 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1808946 .2500
323,669.02 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1808947 .2500
306,011.86 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1808948 .2500
286,610.67 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1808949 .2500
261,901.48 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1808950 .2500
187,462.14 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1808951 .2500
253,052.90 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1
1808952 .2500
227,104.91 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1808953 .2500
354,929.07 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1808955 .2500
418,162.28 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1808956 .2500
288,655.42 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1808957 .2500
310,793.94 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1808959 .2500
531,827.57 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1808960 .2500
295,557.18 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1808961 .2500
538,359.19 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1
1808962 .2500
213,466.68 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1808963 .2500
292,994.07 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1808965 .2500
267,752.55 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1808966 .2500
260,519.50 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1808968 .2500
39,252.51 .0800
11.5000 .0000
11.2500 .0000
11.1700 .0000
6.7500 4.4200
1808969 .2500
224,240.49 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1808970 .2500
97,817.40 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1808971 .2500
37,299.50 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1
1808972 .2500
334,203.48 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1808973 .2500
219,183.92 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1808974 .2500
222,896.71 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1808975 .2500
239,962.28 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1808976 .2500
224,296.44 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1808977 .2500
287,728.07 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1808978 .2500
952,528.73 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1808980 .2500
11,189.30 .0800
15.5000 .0000
15.2500 .0000
15.1700 .0000
6.7500 8.4200
1
1808981 .2500
37,628.55 .0800
8.2900 .0000
8.0400 .0000
7.9600 .0000
6.7500 1.2100
1808982 .2500
250,466.70 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
6.7500 2.4200
1808983 .2500
329,993.47 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1808985 .2500
100,950.99 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1808986 .2500
16,142.84 .0800
15.5000 .0000
15.2500 .0000
15.1700 .0000
6.7500 8.4200
1808987 .2500
23,985.45 .0800
10.3750 .0000
10.1250 .0000
10.0450 .0000
6.7500 3.2950
1808988 .2500
18,999.31 .0800
12.2500 .0000
12.0000 .0000
11.9200 .0000
6.7500 5.1700
1808989 .2500
6,851.99 .0800
17.5000 .0000
17.2500 .0000
17.1700 .0000
6.7500 ******
1
1808990 .2500
30,726.59 .0800
11.0000 .0000
10.7500 .0000
10.6700 .0000
6.7500 3.9200
1808992 .2500
250,793.74 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1808993 .2500
11,160.27 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
6.7500 2.4200
1808994 .2500
22,685.96 .0800
11.0000 .0000
10.7500 .0000
10.6700 .0000
6.7500 3.9200
1808996 .2500
23,854.27 .0800
10.5000 .0000
10.2500 .0000
10.1700 .0000
6.7500 3.4200
1808997 .2500
16,775.12 .0800
10.0000 .0000
9.7500 .0000
9.6700 .0000
6.7500 2.9200
1808999 .2500
15,631.81 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
6.7500 2.1700
1809000 .2500
54,968.41 .0800
10.2500 .0000
10.0000 .0000
9.9200 .0000
6.7500 3.1700
1
1809001 .2500
31,999.18 .0800
11.0000 .0000
10.7500 .0000
10.6700 .0000
6.7500 3.9200
1809002 .2500
8,960.35 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1809003 .2500
11,137.00 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
6.7500 2.1700
1809005 .2500
15,309.79 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
6.7500 2.4200
1809006 .2500
9,411.51 .0800
10.0000 .0000
9.7500 .0000
9.6700 .0000
6.7500 2.9200
1809007 .2500
21,815.88 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
6.7500 2.1700
1809008 .2500
11,948.76 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1809009 .2500
19,669.69 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1
1809010 .2500
31,521.67 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1809011 .2500
64,937.55 .0800
10.2500 .0000
10.0000 .0000
9.9200 .0000
6.7500 3.1700
1809013 .2500
42,436.57 .0800
13.8750 .0000
13.6250 .0000
13.5450 .0000
6.7500 6.7950
1809014 .2500
7,866.16 .0800
14.8750 .0000
14.6250 .0000
14.5450 .0000
6.7500 7.7950
1809015 .2500
32,254.93 .0800
12.0000 .0000
11.7500 .0000
11.6700 .0000
6.7500 4.9200
1809017 .2500
59,493.04 .0800
10.3750 .0000
10.1250 .0000
10.0450 .0000
6.7500 3.2950
1809018 .2500
50,209.69 .0800
10.3750 .0000
10.1250 .0000
10.0450 .0000
6.7500 3.2950
1809019 .2500
21,011.92 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
6.7500 2.7950
1
1809021 .2500
1,732.21 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1809022 .2500
5,087.42 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1809024 .2500
5,207.80 .0800
10.0000 .0000
9.7500 .0000
9.6700 .0000
6.7500 2.9200
1809025 .2500
15,477.06 .0800
10.0000 .0000
9.7500 .0000
9.6700 .0000
6.7500 2.9200
1809026 .2500
23,007.35 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
6.7500 2.1700
1809027 .2500
18,774.46 .0800
10.1250 .0000
9.8750 .0000
9.7950 .0000
6.7500 3.0450
1809028 .2500
88,586.08 .0800
13.0000 .0000
12.7500 .0000
12.6700 .0000
6.7500 5.9200
1809029 .2500
237,735.87 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
1809031 .2500
236,344.48 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1809032 .2500
67,993.63 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1809033 .2500
302,764.68 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1809034 .2500
292,696.83 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1809036 .2500
229,241.55 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1809037 .2500
217,318.84 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1809038 .2500
454,717.71 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1809039 .2500
67,603.43 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1
1809040 .2500
477,549.94 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1809041 .2500
26,555.73 .0800
10.7500 .0000
10.5000 .0000
10.4200 .0000
6.7500 3.6700
1809042 .2500
54,184.04 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1809043 .2500
234,956.29 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1809044 .2500
55,529.34 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1809045 .2500
275,435.76 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1809046 .2500
257,602.82 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1809047 .2500
183,584.17 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1
1809049 .2500
345,256.66 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1809051 .2500
5,743.86 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
6.7500 1.9200
1809055 .2500
54,046.30 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
6.7500 2.6700
1809056 .2500
13,596.39 .0800
9.4000 .0000
9.1500 .0000
9.0700 .0000
6.7500 2.3200
1809057 .2500
36,921.02 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1809058 .2500
22,245.26 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1809059 .2500
29,180.08 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
6.7500 2.6700
1809060 .2500
50,284.05 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1
1809061 .2500
41,062.74 .0800
11.5000 .0000
11.2500 .0000
11.1700 .0000
6.7500 4.4200
1809062 .2500
25,089.46 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1809063 .2500
23,808.48 .0800
11.7500 .0000
11.5000 .0000
11.4200 .0000
6.7500 4.6700
1809064 .2500
52,743.25 .0800
10.5000 .0000
10.2500 .0000
10.1700 .0000
6.7500 3.4200
1809065 .2500
19,022.72 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1809066 .2500
13,997.83 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1809067 .2500
18,539.98 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1809068 .2500
19,090.99 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
1809069 .2500
14,870.10 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1809070 .2500
15,786.54 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1809071 .2500
16,460.52 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1809072 .2500
15,782.95 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1809073 .2500
16,335.18 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1809074 .2500
21,951.26 .0800
10.7500 .0000
10.5000 .0000
10.4200 .0000
6.7500 3.6700
1809075 .2500
18,910.38 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1809076 .2500
15,991.51 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
1809078 .2500
19,565.68 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1809079 .2500
23,865.68 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1809082 .2500
26,608.16 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1809083 .2500
28,195.86 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1809085 .2500
32,099.83 .0800
11.5000 .0000
11.2500 .0000
11.1700 .0000
6.7500 4.4200
1809086 .2500
89,665.17 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1809087 .2500
45,252.49 .0800
8.9000 .0000
8.8750 .0000
8.7950 .0000
6.7500 2.0450
1809089 .2500
103,765.08 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1
1809090 .2500
441,682.71 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1809094 .2500
37,269.72 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
6.7500 2.6700
1809095 .2500
246,117.20 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1809096 .2500
337,369.95 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1809097 .2500
199,771.74 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1809098 .2500
17,679.45 .0800
10.1250 .0000
9.8750 .0000
9.7950 .0000
6.7500 3.0450
1809099 .2500
71,119.82 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1809100 .2500
226,697.96 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1
1809102 .2500
54,087.99 .0800
7.9100 .0000
7.6600 .0000
7.5800 .0000
6.7500 .8300
1809103 .2500
102,871.27 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1809104 .2500
91,143.53 .0800
8.6750 .0000
8.4250 .0000
8.3450 .0000
6.7500 1.5950
1809105 .2500
239,534.87 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1809106 .2500
217,512.49 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1809107 .2500
289,102.34 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1809108 .2500
243,576.62 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1809110 .2500
358,868.70 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1
1809113 .2500
295,855.07 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1809114 .2500
300,007.44 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1809115 .2500
427,808.33 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1809116 .2500
144,953.08 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1809117 .2500
239,439.96 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1809118 .2500
269,763.90 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1809119 .2500
252,524.70 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1809120 .2500
308,821.55 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1
1809121 .2500
38,948.31 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
6.7500 1.9200
1809123 .2500
229,429.60 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1809124 .2500
366,157.92 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1809125 .2500
345,875.53 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1809126 .2500
77,701.93 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
6.7500 2.4200
1809127 .2500
336,339.96 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1809128 .2500
223,988.05 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1809129 .2500
250,158.24 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1
1809130 .2500
223,426.16 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1809132 .2500
64,828.22 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1809133 .2500
58,296.81 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1809134 .2500
58,296.81 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1809135 .2500
58,296.81 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1809136 .2500
58,345.40 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1809140 .2500
379,289.61 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1809141 .2500
394,416.16 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1
1809142 .2500
325,611.02 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
6.7500 1.9200
1809144 .2500
442,517.70 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1809145 .2500
339,961.45 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1809147 .2500
392,613.61 .0800
7.7650 .0000
7.5150 .0000
7.4350 .0000
6.7500 .6850
1809150 .2500
292,409.93 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1809151 .2500
262,327.54 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1809153 .2500
240,126.52 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1809154 .2500
330,719.49 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1
1809155 .2500
228,517.71 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1809156 .2500
251,340.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1809158 .2500
76,602.28 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1809159 .2500
235,109.84 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1809160 .2500
243,907.35 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1809162 .2500
48,970.77 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1809163 .2500
299,417.11 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1809164 .2500
284,942.23 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1
1809165 .2500
261,739.91 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1809167 .2500
381,763.63 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1809170 .2500
344,197.79 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1809171 .2500
350,277.57 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1809174 .2500
339,003.76 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1809175 .2500
394,116.70 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1809176 .2500
76,657.97 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1809177 .2500
298,985.25 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1
1809178 .2500
227,968.40 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1809179 .2500
227,380.01 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1809180 .2500
232,524.78 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1809181 .2500
233,050.40 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1809182 .2500
345,259.81 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1809183 .2500
691,048.96 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1809184 .2500
691,478.15 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1809185 .2500
244,733.54 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1
1809719 .2500
280,750.98 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1809725 .2500
276,185.86 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1809731 .2500
553,423.50 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1809735 .2500
275,670.48 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1809740 .2500
241,736.32 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
6.7500 2.0450
1811464 .2500
468,073.12 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1813550 .2500
287,582.76 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
6.7500 2.5450
1819087 .2500
21,887.44 .0800
10.0000 .0000
9.7500 .0000
9.6700 .0000
6.7500 2.9200
1
1819144 .2500
212,325.92 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1819145 .2500
198,848.27 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1819268 .2500
250,342.18 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1819270 .2500
664,774.47 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1819387 .2500
174,282.08 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1819393 .2500
212,983.47 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1819395 .2500
186,779.38 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1819396 .2500
334,252.75 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1
1819397 .2500
436,928.34 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
1819414 .2500
274,386.47 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1819415 .2500
330,785.66 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
6.7500 2.2950
1819455 .2500
226,664.38 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1819457 .2500
208,534.59 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1819458 .2500
253,187.30 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1819461 .2500
99,854.55 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1819462 .2500
241,444.36 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1
1819464 .2500
381,706.68 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1819470 .2500
226,664.38 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1819471 .2500
325,505.77 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1819472 .2500
368,955.03 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1819473 .2500
331,122.26 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1819474 .2500
898,351.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1819476 .2500
316,722.90 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1819481 .2500
320,505.90 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1
1819483 .2500
659,428.79 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1819496 .2500
315,905.28 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1819524 .2500
233,386.72 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1819532 .2500
227,175.69 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1819533 .2500
305,117.04 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
6.7500 2.4200
1819534 .2500
300,252.03 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1819537 .2500
260,926.27 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1819538 .2500
253,345.93 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1
1819540 .2500
353,885.81 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1819541 .2500
263,573.11 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1819546 .2500
349,352.18 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1819547 .2500
413,001.98 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1819548 .2500
297,674.98 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1819565 .2500
343,448.79 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1819566 .2500
216,255.16 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1819573 .2500
354,704.19 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1
1819578 .2500
248,797.96 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1820048 .2500
224,423.39 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1820116 .2500
230,085.24 .0800
8.7350 .0000
8.4850 .0000
8.4050 .0000
6.7500 1.6550
1820117 .2500
267,715.46 .0800
8.7350 .0000
8.4850 .0000
8.4050 .0000
6.7500 1.6550
1820119 .2500
227,619.82 .0800
8.6100 .0000
8.3600 .0000
8.2800 .0000
6.7500 1.5300
1820121 .2500
229,120.84 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1820127 .2500
235,487.00 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
6.7500 2.6700
1820157 .2500
169,830.99 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1
1820170 .2500
261,661.19 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1820184 .2500
379,429.50 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1820186 .2500
269,592.86 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1820188 .2500
207,717.27 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1820189 .2500
524,221.40 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1820190 .2500
187,522.31 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1820191 .2500
269,692.42 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1820192 .2500
275,246.65 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1
1820195 .2500
243,829.04 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1820199 .2500
882,539.78 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1820200 .2500
262,176.43 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1820215 .2500
221,268.68 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1820241 .2500
238,739.84 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1820244 .2500
239,159.56 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1820249 .2500
335,636.52 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1820259 .2500
260,174.16 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
1820260 .2500
241,376.25 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1820271 .2500
378,587.27 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1820272 .2500
313,960.18 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1820274 .2500
314,454.48 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1820377 .2500
333,188.28 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1820380 .2500
264,715.54 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1820381 .2500
235,364.77 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1820521 .2500
219,902.13 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
1820524 .2500
300,043.10 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1820538 .2500
611,991.02 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1820573 .2500
229,875.35 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1820599 .2500
236,939.77 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1820642 .2500
296,901.71 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.8450 .0000
1820651 .2500
240,442.16 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1820773 .2500
41,760.57 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1820837 .2500
252,100.47 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1
1821116 .2500
381,975.79 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1821656 .2500
255,084.36 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1821680 .2500
355,166.49 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1821681 .2500
457,475.20 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1821686 .2500
323,734.66 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1821692 .2500
271,770.47 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1821698 .2500
229,154.24 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1821751 .2500
305,685.98 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1
1821923 .2500
313,527.26 .0800
10.7500 .0000
10.5000 .0000
10.4200 .0000
6.7500 3.6700
1821927 .2500
245,105.13 .0800
10.6250 .0000
10.3750 .0000
10.2950 .0000
6.7500 3.5450
1821938 .2500
182,820.63 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1821941 .2500
261,761.66 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
6.7500 2.7950
1821946 .2500
197,381.12 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1821957 .2500
298,101.48 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
6.7500 2.0450
1821962 .2500
368,304.16 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1821973 .2500
210,816.85 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
6.7500 2.1700
1
1821976 .2500
198,794.17 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
6.7500 2.1700
1821979 .2500
201,384.32 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
6.7500 2.7950
1821982 .2500
210,811.16 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
6.7500 2.7950
1821987 .2500
505,094.71 .0800
10.7500 .0000
10.5000 .0000
10.4200 .0000
6.7500 3.6700
1821996 .2500
218,809.91 .0800
10.6250 .0000
10.3750 .0000
10.2950 .0000
6.7500 3.5450
1822098 .2500
584,194.67 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1822100 .2500
392,451.97 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1822104 .2500
211,253.97 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1
1822114 .2500
187,506.60 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1822115 .2500
348,303.12 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1822116 .2500
245,833.93 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1822118 .2500
404,993.86 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1822119 .2500
225,651.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1822120 .2500
145,010.61 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1822122 .2500
373,771.51 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1822125 .2500
577,202.48 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1
1822128 .2500
436,185.76 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1822129 .2500
280,592.20 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1822130 .2500
321,644.13 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
6.7500 2.2950
1822131 .2500
947,388.07 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1822132 .2500
214,607.66 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1822134 .2500
217,586.72 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1822136 .2500
221,681.06 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1822137 .2500
290,118.24 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
1822138 .2500
309,129.96 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1822139 .2500
223,417.64 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1822140 .2500
450,083.17 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1822141 .2500
157,677.35 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1822150 .2500
246,558.28 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1822151 .2500
246,855.55 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1822153 .2500
647,260.89 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1822154 .2500
257,631.48 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1
1822155 .2500
227,230.15 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1822156 .2500
270,075.48 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1822157 .2500
349,975.72 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1822159 .2500
229,566.62 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1822160 .2500
248,028.44 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1822165 .2500
334,665.54 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1822167 .2500
294,276.19 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1822168 .2500
352,526.88 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1
1822169 .2500
311,775.09 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1822173 .2500
222,283.27 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1822174 .2500
224,426.62 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1822175 .2500
259,486.94 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1822176 .2500
254,215.89 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1822177 .2500
232,687.62 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1822179 .2500
223,628.74 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1822181 .2500
213,578.24 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1
1822182 .2500
301,082.83 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1822187 .2500
230,952.83 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1822188 .2500
247,497.23 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1822190 .2500
249,396.34 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1822191 .2500
258,116.82 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1822193 .2500
374,269.01 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1822194 .2500
309,485.05 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1822195 .2500
318,979.13 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1
1822198 .2500
235,778.19 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1822199 .2500
251,827.35 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1822202 .2500
235,200.50 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1822203 .2500
303,978.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1822206 .2500
212,463.82 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1822207 .2500
437,592.87 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1822208 .2500
232,940.75 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1822209 .2500
391,802.96 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
1822210 .2500
256,768.44 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1822213 .2500
416,301.90 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1822214 .2500
261,565.73 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1822216 .2500
235,618.61 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1822217 .2500
330,402.96 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1822218 .2500
247,980.29 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1822220 .2500
250,115.54 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1822481 .2500
277,490.30 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1
1822483 .2500
273,873.40 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1822484 .2500
222,867.79 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1822485 .2500
250,164.58 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1822486 .2500
285,758.08 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1822487 .2500
328,009.15 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1822489 .2500
207,562.42 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1822490 .2500
186,840.32 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1822491 .2500
231,930.03 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1
1822493 .2500
263,092.12 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1822496 .2500
229,534.94 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1822497 .2500
851,153.48 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1822498 .2500
333,013.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1822502 .2500
335,361.46 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1822503 .2500
578,575.81 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1822504 .2500
245,403.30 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1822505 .2500
317,630.49 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1
1822507 .2500
232,473.10 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1822508 .2500
244,585.37 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1822510 .2500
277,586.37 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1822511 .2500
222,130.05 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1822512 .2500
226,372.07 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1822513 .2500
229,953.24 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1822514 .2500
424,253.94 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1822515 .2500
276,724.96 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1
1822516 .2500
314,202.68 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1822517 .2500
259,942.37 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1822518 .2500
238,250.78 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1822519 .2500
220,753.25 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1822523 .2500
479,732.86 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1822524 .2500
878,757.70 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1822525 .2500
236,664.24 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1822526 .2500
226,764.17 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
1822527 .2500
336,621.59 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1822528 .2500
346,551.28 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1822529 .2500
226,450.14 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1822531 .2500
231,424.47 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1822532 .2500
317,296.89 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1822533 .2500
277,834.64 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1822534 .2500
359,067.26 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1822535 .2500
307,945.59 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
1822536 .2500
261,356.09 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1822538 .2500
373,886.12 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1822540 .2500
276,099.39 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1822541 .2500
626,142.13 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1822542 .2500
251,932.64 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1822543 .2500
257,838.98 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1822544 .2500
286,511.20 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1822545 .2500
227,915.57 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1
1822546 .2500
238,520.55 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1822547 .2500
382,609.91 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1822548 .2500
263,422.55 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1822549 .2500
282,800.33 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1822550 .2500
278,396.36 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1822552 .2500
354,019.10 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1822553 .2500
225,929.73 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1822554 .2500
215,903.62 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1
1822555 .2500
202,231.52 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1822556 .2500
283,386.27 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1822557 .2500
378,774.96 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1822558 .2500
414,424.31 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1822559 .2500
429,970.62 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1822560 .2500
233,812.96 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1822561 .2500
256,916.21 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1822562 .2500
187,328.03 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
1822563 .2500
424,842.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1822564 .2500
284,470.74 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1822567 .2500
258,427.90 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1822569 .2500
138,403.96 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1822570 .2500
352,676.72 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1822572 .2500
228,203.22 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1822574 .2500
244,046.66 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
6.7500 2.5450
1822575 .2500
322,296.77 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1
1822577 .2500
329,440.17 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1822579 .2500
332,505.12 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1822581 .2500
256,857.53 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1822591 .2500
224,212.01 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1822619 .2500
274,561.12 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1822621 .2500
507,669.30 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1822633 .2500
335,579.72 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1822641 .2500
408,905.93 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
1822659 .2500
211,588.87 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1822665 .2500
412,368.81 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1822682 .2500
418,701.57 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1822685 .2500
256,461.34 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1822738 .2500
278,461.56 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1822855 .2500
233,093.56 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1822933 .2500
634,597.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1822965 .2500
261,372.11 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1
1823006 .2500
299,206.63 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1823029 .2500
294,780.43 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1823044 .2500
283,436.43 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1823051 .2500
236,176.50 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1823068 .2500
445,616.05 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1823073 .2500
1,164,591.74 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1823079 .2500
306,499.88 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
TOTAL NUMBER OF LOANS: 605
TOTAL BALANCE........: 152,229,950.08
1
RUN ON : 11/24/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 09.20.28 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1998-NS2 FIXED SUMMARY REPORT CUTOFF : 11/01/98
POOL : 0004341
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
--------------------------------------------------------------------------
CURR NOTE RATE 7.7508 6.1250 17.5000
RFC NET RATE 7.5000 5.8750 17.2500
NET MTG RATE(INVSTR RATE) 7.4275 5.8450 17.1700
POST STRIP RATE 6.7130 5.8450 6.7500
SUB SERV FEE .2508 .2500 .7111
MSTR SERV FEE .0725 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .7145 .0000 10.4200
TOTAL NUMBER OF LOANS: 605
TOTAL BALANCE........: 152,229,950.08
***************************
* 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:
(i) Each party is duly organized, validly existing, and in good standing
G-1
<PAGE>
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.
(ii) 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.
(iii) 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.
(iv) 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.
G-2
<PAGE>
(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
G-3
<PAGE>
9.
(10) Miscellaneous.
This Contract, including all documents incorporated by reference
herein, constitutes the entire understanding between the parties hereto and
supersedes all other agreements, covenants, representations, warranties,
understandings and communications between the parties, whether written or oral,
with respect to the transactions contemplated by this Contract. All paragraph
headings contained herein are for convenience only and shall not be construed as
part of this Contract. Any provision of this Contract that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining portions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction, and, to this end, the provisions hereof are
severable. This Contract shall be governed by, and construed and enforced in
accordance with, applicable federal laws and the laws of the State of Minnesota.
G-4
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the
Seller/Servicer and Residential Funding have executed this Seller/Servicer
Contract as of the date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By: By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING
CORPORATION
By: By:
(Signature) (Signature)
By: By:
(Typed Name) (Typed Name)
Title: Title:
G-5
<PAGE>
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans
held by you for the referenced pool, we request the release of the Mortgage Loan
File described below.
Pooling and Servicing Agreement Dated:
Series #:
Account #:
Pool #:
Loan #:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan
Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in
connection with such payments which are required to be deposited have been or
will be so deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
******************************************************************
************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off
documents being enclosed with a copy of this form. You should retain this form
for your files in accordance with the terms of the Pooling and Servicing
Agreement.
Enclosed Documents: [ ] Promissory Note
H-1
<PAGE>
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or
Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
Name
Title
Date
H-2
<PAGE>
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
That he is [Title of Officer] of [Name of Owner] (record or beneficial
owner of the Mortgage Pass-Through Certificates, Series 1998-NS2, 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.
(1) 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).
(2) 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.
I-1-1
<PAGE>
(3) That the Owner is aware of the tax imposed on a "pass-through
entity" holding Class R Certificates if either the pass-through entity is an
electing large partnership under Section 775 of the Code or 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.)
(4) 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 (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.
(5) 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.
(6) 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.
(7) That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
(8) The Owner's Taxpayer Identification Number is ______________.
(9) This affidavit and agreement relates only to the Class R
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.
(10) 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.
(11) That the Owner has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R 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
I-1-2
<PAGE>
cash flows generated by the Class R Certificate.
(12) That the Owner has no present knowledge or expectation that it
will become insolvent or subject to a bankruptcy proceeding for so long as any
of the Class R Certificates remain outstanding.
(13) The Purchaser is not an employee benefit plan or other plan
subject to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or an investment
manager, named fiduciary or a trustee of any such plan, or any other Person
acting, directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any such plan.
I-1-3
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ________ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed the same as his free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this _______ day of ________________,
199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ____
day of _______________, 19__.
I-1-4
<PAGE>
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
3 Park Plaza
Irvine, CA 92614
Attention: Residential Funding Corporation Series 1998-NS2
Re: Mortgage Pass-Through Certificates,
Series 1998-NS2, 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
1998-NS2, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
November 1, 1998 among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer, and
Bankers Trust Company, as trustee (the "Trustee"). All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Seller hereby certifies, represents and warrants to, and
covenants with, the Company and the Trustee that:
a. 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.
(14) 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.
(15) 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
I-2-1
<PAGE>
historically paid its debts as they become due and has found no significant
evidence to indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Seller understands that the transfer of a
Class R Certificate may not be respected for United States income tax purposes
(and the Seller may continue to be liable for United States income taxes
associated therewith) unless the Seller has conducted such an investigation.
(16) The Seller has no actual knowledge that the proposed Transferee
is not both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
I-2-2
<PAGE>
EXHIBIT J-1
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential 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
Bankers Trust Company
3 Park Plaza
Irvine, CA 92614
Attention: Residential Funding Corporation Series 1998-NS2
Re: Mortgage Pass-Through Certificates, Series 1998-NS2, [Class B-]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1998-NS2, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of November 1, 1998 among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer"), and
Bankers Trust Company, as trustee (the "Trustee"). All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Purchaser hereby certifies, represents and warrants to, and
covenants with, the Company, the Trustee and the Master Servicer that:
b. 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
J-1-1
<PAGE>
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.
(17) 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.
(18) 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.
(19) 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.]
(20) 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
J-1-2
<PAGE>
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.
(21) 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-1-3
<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
Bankers Trust Company
3 Park Plaza
Irvine, CA 92614
Attention: Residential Funding Mortgage Securities I, Inc., Series 1998-NS2
Re: Mortgage Pass-Through Certificates,
Series 1998-NS2, [Class A-8] [Class M]
Ladies and Gentlemen:
____________________ (the "Purchaser") intends to purchase from
________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1998-NS2, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of November 1, 1998 among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer"), and
Bankers Trust Company, as trustee (the "Trustee"). All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Purchaser hereby certifies, represents and warrants to, and
covenants with, the Company, the Trustee and the Master Servicer that:
J-2-1
<PAGE>
2. 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
3. The Purchase 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 exemption relief afforded under Sections I and III of PTCE
95- 60.
In addition, the Purchaser hereby certifies, represents and warrants
to, and covenants with, the Company, the Trustee and the Master Servicer that
the Purchaser will not transfer such Certificates to any Plan or person unless
such Plan or person meets the requirements set forth in either (a) or (b) above.
Very truly yours,
By:
Name:
Title:
J-2-2
<PAGE>
EXHIBIT J-3
FORM OF ERISA LEGEND
Each Beneficial Owner of a Class M Certificate (or any interest
therein) shall be deemed to have represented, by virtue of its acquisition or
holding of such Certificate (or interest therein), that either
(a) it 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) (i) the transferee is an insurance company, (ii) 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 (iii) the
conditions set forth in Sections I and III of PTCE 95- 60 have been
satisfied (each entity that satisfies this clause (b), a "Complying
Insurance Company").
J-3-1
<PAGE>
J-3-2
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
____________________, 19____
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
8400 NORMANDALE LAKE BOULEVARD
SUITE 600
MINNEAPOLIS, MN 55437
BANKERS TRUST COMPANY
3 PARK PLAZA
IRVINE, CA 92614
ATTENTION: RESIDENTIAL FUNDING CORPORATION SERIES 1998-NS2
RE: MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-NS2, [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 1998-NS2, CLASS (THE
"CERTIFICATES"), ISSUED PURSUANT TO THE POOLING AND SERVICING AGREEMENT (THE
"POOLING AND SERVICING AGREEMENT"), DATED AS OF NOVEMBER 1, 1998 AMONG
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., AS SELLER (THE "COMPANY"),
RESIDENTIAL FUNDING CORPORATION, AS MASTER SERVICER, AND BANKERS TRUST COMPANY,
AS TRUSTEE (THE "TRUSTEE"). THE SELLER HEREBY CERTIFIES, REPRESENTS AND WARRANTS
TO, AND COVENANTS WITH, THE COMPANY AND THE TRUSTEE THAT:
NEITHER THE SELLER NOR ANYONE ACTING ON ITS BEHALF HAS (A) OFFERED,
PLEDGED, SOLD, DISPOSED OF OR OTHERWISE TRANSFERRED ANY CERTIFICATE, ANY
INTEREST IN ANY CERTIFICATE OR ANY OTHER SIMILAR SECURITY TO ANY PERSON IN ANY
MANNER, (B) HAS SOLICITED ANY OFFER TO BUY OR TO ACCEPT A PLEDGE, DISPOSITION OR
OTHER TRANSFER OF ANY CERTIFICATE, ANY INTEREST IN ANY CERTIFICATE OR ANY OTHER
SIMILAR SECURITY FROM ANY PERSON IN ANY MANNER, (C) HAS OTHERWISE APPROACHED OR
NEGOTIATED WITH RESPECT TO ANY CERTIFICATE, ANY INTEREST IN ANY CERTIFICATE OR
ANY OTHER SIMILAR SECURITY WITH ANY PERSON IN ANY MANNER, (D) HAS MADE ANY
GENERAL SOLICITATION BY MEANS OF GENERAL ADVERTISING OR IN ANY OTHER
K-1
<PAGE>
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-2
<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
DESCRIPTION OF RULE 144A SECURITIES, INCLUDING NUMBERS:
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
THE UNDERSIGNED SELLER, AS REGISTERED HOLDER (THE "SELLER"), INTENDS
TO TRANSFER THE RULE 144A SECURITIES DESCRIBED ABOVE TO THE UNDERSIGNED BUYER
(THE "BUYER").
(22) 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.
(23) 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 NOVEMBER 1, 1998 AMONG
RESIDENTIAL FUNDING CORPORATION AS MASTER SERVICER, RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC. AS DEPOSITOR PURSUANT TO SECTION 5.02 OF THE AGREEMENT AND
BANKERS TRUST COMPANY, AS TRUSTEE, AS FOLLOWS:
(A) THE BUYER UNDERSTANDS THAT THE RULE 144A SECURITIES HAVE
NOT BEEN REGISTERED UNDER THE 1933 ACT OR THE SECURITIES LAWS OF ANY
STATE.
(B) THE BUYER CONSIDERS ITSELF A SUBSTANTIAL, SOPHISTICATED
INSTITUTIONAL INVESTOR HAVING SUCH KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS THAT IT IS CAPABLE OF EVALUATING THE
MERITS AND RISKS OF INVESTMENT IN THE RULE 144A SECURITIES.
(C) THE BUYER HAS BEEN FURNISHED WITH ALL INFORMATION REGARDING
THE RULE
L-1
<PAGE>
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.
(24) 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 SECTIONS I
AND III OF PTCE 95-60.]
L-2
<PAGE>
(25) 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-3
<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[FOR BUYERS OTHER THAN REGISTERED INVESTMENT COMPANIES]
THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS IN CONNECTION WITH THE
RULE 144A INVESTMENT REPRESENTATION TO WHICH THIS CERTIFICATION IS ATTACHED:
A. 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-4
<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
L-5
<PAGE>
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.
(26) 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?
(27) 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.
(28) THE BUYER WILL NOTIFY EACH OF THE PARTIES TO WHICH THIS
CERTIFICATION IS MADE OF ANY CHANGES IN THE INFORMATION AND CONCLUSIONS HEREIN.
UNTIL SUCH NOTICE IS GIVEN, THE BUYER'S PURCHASE OF RULE 144A SECURITIES WILL
CONSTITUTE A REAFFIRMATION OF THIS CERTIFICATION AS OF THE DATE OF SUCH
PURCHASE.
PRINT NAME OF BUYER
BY:
NAME:
TITLE:
DATE:
L-6
<PAGE>
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[FOR BUYERS THAT ARE REGISTERED INVESTMENT COMPANIES]
THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS IN CONNECTION WITH THE
RULE 144A INVESTMENT REPRESENTATION TO WHICH THIS CERTIFICATION IS ATTACHED:
B. 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
L-7
<PAGE>
BECAUSE ONE OR MORE SALES TO THE BUYER WILL BE IN RELIANCE ON RULE 144A. IN
ADDITION, THE BUYER WILL ONLY PURCHASE FOR THE BUYER'S OWN ACCOUNT.
(6) THE UNDERSIGNED WILL NOTIFY EACH OF THE PARTIES TO WHICH THIS
CERTIFICATION IS MADE OF ANY CHANGES IN THE INFORMATION AND CONCLUSIONS HEREIN.
UNTIL SUCH NOTICE, THE BUYER'S PURCHASE OF RULE 144A SECURITIES WILL CONSTITUTE
A REAFFIRMATION OF THIS CERTIFICATION BY THE UNDERSIGNED AS OF THE DATE OF SUCH
PURCHASE.
PRINT NAME OF BUYER
BY:
NAME:
TITLE:
IF AN ADVISER:
PRINT NAME OF BUYER
DATE:
L-8
<PAGE>
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE II
Subordinate Certificate Loss Coverage; Limited Guaranty
SECTION 2.01. 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
M-1
<PAGE>
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
M-2
<PAGE>
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 2.02. 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-3
<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1998-NS2
________, 199__
Bankers Trust Company
3 Park Plaza
Irvine, CA 92614
Attention: Residential Funding Corporation Series 1998-NS2
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 November 1, 1998 (the "Servicing Agreement"), among
Residential Funding Mortgage Securities I, Inc. (the "Company"), Residential
Funding and Bankers Trust Company (the "Trustee") as amended by Amendment No.
___ thereto, dated as of ________, with respect to the Mortgage Pass-Through
Certificates, Series 1998-NS2 (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:
N-1
<PAGE>
(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.
N-2
<PAGE>
(8) Counterparts. This Limited Guaranty may be executed in any number of
counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be
executed and delivered by its respective officers thereunto duly authorized as
of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
N-3
<PAGE>
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 19____
Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
3 park Plaza
Irvine, CA 92614
Attention: Residential Funding Corporation Series 1998-NS2
Re: Mortgage Pass-Through Certificates,
Series 1998-NS2 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
November 1, 1998 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:
(ii) 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,
O-1
<PAGE>
(Lender)
By:
Name:
Title:
O-2
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1687862 323,033.92 5.845 13.4074074074% 43,310.47
1820642 296,901.71 5.845 13.4074074074% 39,806.82
1687863 178,994.80 5.970 11.5555555556% 20,683.84
1687864 303,447.88 5.970 11.5555555556% 35,065.09
1687866 296,743.49 5.970 11.5555555556% 34,290.36
1687871 223,965.49 5.970 11.5555555556% 25,880.46
1687874 401,787.12 5.970 11.5555555556% 46,428.73
1808879 91,934.48 5.970 11.5555555556% 10,623.54
1687869 230,582.42 6.095 9.7037037037% 22,375.03
1687879 334,503.26 6.095 9.7037037037% 32,459.21
1808919 99,426.57 6.095 9.7037037037% 9,648.06
1808931 204,155.84 6.095 9.7037037037% 19,810.68
1819397 436,928.34 6.095 9.7037037037% 42,398.23
1687868 280,463.52 6.220 7.8518518519% 22,021.58
1808930 66,002.93 6.220 7.8518518519% 5,182.45
1822490 186,840.32 6.220 7.8518518519% 14,670.43
1687870 190,704.54 6.345 6.0000000000% 11,442.27
1687880 643,955.71 6.345 6.0000000000% 38,637.34
1808903 42,994.99 6.345 6.0000000000% 2,579.70
1808904 17,421.52 6.345 6.0000000000% 1,045.29
1808905 18,948.06 6.345 6.0000000000% 1,136.88
1808907 30,516.02 6.345 6.0000000000% 1,830.96
1822491 231,930.03 6.345 6.0000000000% 13,915.80
1687865 301,091.00 6.470 4.1481481481% 12,489.70
1687881 275,429.95 6.470 4.1481481481% 11,425.24
1687883 191,723.34 6.470 4.1481481481% 7,952.97
1687884 623,426.26 6.470 4.1481481481% 25,860.64
1808912 295,850.43 6.470 4.1481481481% 12,272.31
1808918 198,361.47 6.470 4.1481481481% 8,228.33
1808928 385,332.38 6.470 4.1481481481% 15,984.16
1808929 300,559.17 6.470 4.1481481481% 12,467.64
1808936 227,986.61 6.470 4.1481481481% 9,457.22
1822483 273,873.40 6.470 4.1481481481% 11,360.67
1822487 328,009.15 6.470 4.1481481481% 13,606.31
1822577 329,440.17 6.470 4.1481481481% 13,665.67
1351599 248,594.28 6.595 2.2962962963% 5,708.46
1353371 220,773.43 6.595 2.2962962963% 5,069.61
1687858 310,747.12 6.595 2.2962962963% 7,135.67
1687861 270,340.18 6.595 2.2962962963% 6,207.81
1687867 312,524.04 6.595 2.2962962963% 7,176.48
1687873 516,416.16 6.595 2.2962962963% 11,858.45
1687876 397,034.52 6.595 2.2962962963% 9,117.09
1687890 401,635.20 6.595 2.2962962963% 9,222.73
1687891 427,423.76 6.595 2.2962962963% 9,814.92
1687892 396,448.07 6.595 2.2962962963% 9,103.62
1808894 189,549.50 6.595 2.2962962963% 4,352.62
1808914 181,127.81 6.595 2.2962962963% 4,159.23
1822140 450,083.17 6.595 2.2962962963% 10,335.24
1822181 213,578.24 6.595 2.2962962963% 4,904.39
1822193 374,269.01 6.595 2.2962962963% 8,594.33
1822210 256,768.44 6.595 2.2962962963% 5,896.16
1822502 335,361.46 6.595 2.2962962963% 7,700.89
1822542 251,932.64 6.595 2.2962962963% 5,785.12
1822545 227,915.57 6.595 2.2962962963% 5,233.62
1822546 238,520.55 6.595 2.2962962963% 5,477.14
1822563 424,842.00 6.595 2.2962962963% 9,755.63
1668527 227,671.48 6.720 0.4444444444% 1,011.87
1687855 636,863.29 6.720 0.4444444444% 2,830.50
1687860 364,342.54 6.720 0.4444444444% 1,619.30
1687877 225,100.28 6.720 0.4444444444% 1,000.45
1687888 446,567.98 6.720 0.4444444444% 1,984.75
1687893 209,057.85 6.720 0.4444444444% 929.15
1808884 531,487.99 6.720 0.4444444444% 2,362.17
1808892 227,669.06 6.720 0.4444444444% 1,011.86
1808962 213,466.68 6.720 0.4444444444% 948.74
1819414 274,386.47 6.720 0.4444444444% 1,219.50
1819496 315,905.28 6.720 0.4444444444% 1,404.02
1819547 413,001.98 6.720 0.4444444444% 1,835.56
1820170 261,661.19 6.720 0.4444444444% 1,162.94
1820188 207,717.27 6.720 0.4444444444% 923.19
1820195 243,829.04 6.720 0.4444444444% 1,083.68
1821938 182,820.63 6.720 0.4444444444% 812.54
1822138 309,129.96 6.720 0.4444444444% 1,373.91
1822177 232,687.62 6.720 0.4444444444% 1,034.17
1822194 309,485.05 6.720 0.4444444444% 1,375.49
1822195 318,979.13 6.720 0.4444444444% 1,417.69
1822206 212,463.82 6.720 0.4444444444% 944.28
1822489 207,562.42 6.720 0.4444444444% 922.50
1822543 257,838.98 6.720 0.4444444444% 1,145.95
1822544 286,511.20 6.720 0.4444444444% 1,273.38
1822554 215,903.62 6.720 0.4444444444% 959.57
$22,841,262.25 3.6565863313% $835,210.47
P-1
<PAGE>
EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[DATE]
Bankers Trust Company
3 park Plaza
Irvine, CA 92614
Re: Residential Funding Mortgage Securities I, Inc., Mortgage Pass-Through
Certificates, Series 1998-NS2
Residential Funding Corporation, as the Holder of a ___% Percentage
Interest of the of Class A-4[-1] Certificates, hereby requests the Trustee to
exchange the above-referenced Certificates for the Subclasses referred to below:
(1) Class A-4-_ 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-4-_
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-4[-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 November
1, 1998, among Residential Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Bankers Trust Company, as trustee.
RESIDENTIAL FUNDING CORPORATION
By:______________________________
Name:
Title:
<PAGE>
3
<PAGE>
An extra section break has been inserted above this paragraph. Do not delete
this section break if you plan to add text after the Table of
Contents/Authorities. Deleting this break will cause Table of
Contents/Authorities headers and footers to appear on any pages following the
Table of Contents/Authorities.
<PAGE>
4
<PAGE>
Exhibit 10.2
Financial Guaranty Insurance Policy
5
<PAGE>
FINANCIAL FINANCIAL GUARANTY
SECURITY INSURANCE POLICY
ASSURANCESM
Trust: As described in Endorsement No. 1 Policy No.: 50745-N
Certificates: $5,000,000 Original Principal Amount ResidentDateFofdIssuance:
11/24/98
Mortgage Securities I, Inc., Mortgage Pass-Through
Certificates, Series 1998-NS2, Class A-2
FINANCIAL SECURITY ASSURANCE INC. (AFinancial Security@), for
consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to the
Trustee for the benefit of each Holder, subject only to the terms of this Policy
(which includes each endorsement hereto), the full and complete payment of
Guaranteed Distributions with respect to the Certificates of the Trust referred
to above.
For the further protection of each Holder, Financial Security irrevocably
and unconditionally guarantees payment of the amount of any distribution of
principal or interest with respect to the Certificates made during the Term of
this Policy to such Holder that is subsequently avoided in whole or in part as a
preference payment under applicable law.
Payment of any amount required to be paid under this Policy will be made
following receipt by Financial Security of notice as described in Endorsement
No. 1 hereto.
Financial Security shall be subrogated to the rights of each Holder to
receive distributions with respect to each Certificate held by such Holder to
the extent of any payment by Financial Security hereunder.
Except to the extent expressly modified by Endorsement No. 1 hereto, the
following terms shall have the meanings specified for all purposes of this
Policy. AHolder@ means the registered owner of any Certificate as indicated on
the registration books maintained by or on behalf of the Trustee for such
purpose or, if the Certificate is in bearer form, the holder of the Certificate.
ATrustee@, AGuaranteed Distributions@ and ATerm of this Policy@ shall have the
meanings set forth in Endorsement No. 1 hereto.
This Policy sets forth in full the undertaking of Financial Security, and
shall not be modified, altered or affected by any other agreement or instrument,
including any modification or amendment thereto. Except to the extent expressly
modified by an endorsement hereto, the premiums paid in respect of this Policy
are nonrefundable for any reason whatsoever. This Policy may not be canceled or
revoked during the Term of this Policy. An acceleration payment shall not be due
under this Policy unless such acceleration is at the sole option of Financial
Security. THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY
FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.
In witness whereof, FINANCIAL SECURITY ASSURANCE INC. has caused this
Policy to be executed on its behalf by its Authorized Officer.
FINANCIAL SECURITY ASSURANCE INC.
By__/s/ Authorized Officer______________
AUTHORIZED OFFICER
A subsidiary of Financial Security Assurance Holdings Ltd.
6
<PAGE>
350 Park Avenue, New York, N.Y. 10022-6022 (212) 826-0100
