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) April 29, 1998
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under a Pooling and
Servicing Agreement, dated as of April 1, 1998, providing for, inter alia, the
issuance of Mortgage Pass-Through Certificates, Series 1998-NS1)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-39665 75-2006294
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
8400 Normandale Lake Blvd.
Suite 600
Minneapolis, Minnesota 55437
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (612) 832-7000
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1. Pooling and Servicing Agreement, dated as of April 1, 1998, among
Residential Funding Mortgage Securities I, Inc., as company, Residential Funding
Corporation, as master servicer, and Bankers Trust Company, as trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name: Randy Van Zee
Title: Vice President
Dated: April 29, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Dated: April 29, 1998
<PAGE>
EXHIBITS
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 1998
Mortgage Pass-Through Certificates
Series 1998-NS1
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TABLE OF CONTENTS
Page
ARTICLE IDEFINITIONS
Section 1.01. Definitions..........................................3
Accrued Certificate Interest.....................................3
Adjusted Mortgage Rate...........................................4
Advance..........................................................4
Affiliate........................................................4
Agreement........................................................4
Amount Held for Future Distribution..............................4
Appraised Value..................................................4
Assignment.......................................................4
Assignment Agreement.............................................4
Available Distribution Amount....................................5
Bankruptcy Amount................................................5
Bankruptcy Code..................................................6
Bankruptcy Loss..................................................6
Book-Entry Certificate...........................................6
Business Day.....................................................6
Buydown Funds....................................................6
Buydown Mortgage Loan............................................6
Cash Liquidation.................................................6
Certificate......................................................6
Certificate Account..............................................7
Certificate Account Deposit Date.................................7
Certificateholder or Holder......................................7
Certificate Owner................................................7
Certificate Principal Balance....................................7
Certificate Register and Certificate Registrar...................8
Class............................................................8
Class A Certificate..............................................8
Class A-5 Collection Shortfall...................................8
Class A-5 Principal Distribution Amount..........................8
Class B Certificate..............................................8
Class B Percentage...............................................9
Class B-1 Percentage.............................................9
Class B-1 Prepayment Distribution Trigger........................9
Class B-2 Percentage.............................................9
Class B-2 Prepayment Distribution Trigger........................9
Class B-3 Percentage.............................................9
Class B-3 Prepayment Distribution Trigger........................9
Class M Certificate.............................................10
Class M Percentage..............................................10
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Page
Class M-1 Percentage............................................10
Class M-2 Percentage............................................10
Class M-2 Prepayment Distribution Trigger.......................10
Class M-3 Percentage............................................10
Class M-3 Prepayment Distribution Trigger.......................10
Class R Certificate.............................................10
Closing Date....................................................11
Code............................................................11
Compensating Interest...........................................11
Corporate Trust Office..........................................11
Credit Support Depletion Date...................................11
Curtailment.....................................................11
Custodial Account...............................................11
Custodial Agreement.............................................11
Custodian.......................................................11
Cut-off Date....................................................11
Cut-off Date Principal Balance..................................11
Debt Service Reduction..........................................12
Defaulted Mortgage Loss.........................................12
Deficient Valuation.............................................12
Definitive Certificate..........................................12
Deleted Mortgage Loan...........................................12
Depository......................................................12
Depository Participant..........................................12
Destroyed Mortgage Note.........................................12
Determination Date..............................................12
Discount Fraction...............................................12
Discount Mortgage Loan..........................................13
Disqualified Organization.......................................13
Distribution Date...............................................13
Due Date........................................................13
Due Period......................................................13
Eligible Account................................................13
Eligible Funds..................................................14
ERISA...........................................................14
Event of Default................................................14
Excess Bankruptcy Loss..........................................14
Excess Subordinate Principal Amount.............................14
Extraordinary Events............................................14
Extraordinary Losses............................................15
FDIC............................................................15
FHLMC...........................................................15
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<PAGE>
Page
Final Distribution Date.........................................15
Fitch...........................................................15
FNMA............................................................16
Foreclosure Profits.............................................16
Fraud Losses....................................................16
Independent.....................................................16
Initial Certificate Principal Balance...........................16
Initial Notional Amount.........................................16
Insurance Proceeds..............................................16
Insurer.........................................................16
Interest Accrual Period.........................................17
Late Collections................................................17
Liquidation Proceeds............................................17
Loan-to-Value Ratio.............................................17
Lockout Distribution Percentage.................................17
Maturity Date...................................................18
Modified Mortgage Loan..........................................18
Modified Net Mortgage Rate......................................18
Monthly Payment.................................................18
Moody's.........................................................18
Mortgage........................................................18
Mortgage File...................................................18
Mortgage Loan Schedule..........................................18
Mortgage Loans..................................................19
Mortgage Note...................................................19
Mortgage Rate...................................................19
Mortgaged Property..............................................19
Mortgagor.......................................................19
Net Mortgage Rate...............................................20
Non-Discount Mortgage Loan......................................20
Non-Primary Residence Loans.....................................20
Non-United States Person........................................20
Nonrecoverable Advance..........................................20
Nonsubserviced Mortgage Loan....................................20
Notional Amount.................................................20
Opinion of Counsel..............................................20
Original Senior Percentage......................................20
Outstanding Mortgage Loan.......................................21
Ownership Interest..............................................21
Pass-Through Rate...............................................21
Paying Agent....................................................21
Percentage Interest.............................................21
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Page
Permitted Investments...........................................21
Permitted Transferee............................................23
Person..........................................................23
Pool Stated Principal Balance...................................23
Pool Strip Rate.................................................23
Prepayment Assumption...........................................23
Prepayment Distribution Percentage..............................23
Prepayment Distribution Trigger.................................25
Prepayment Interest Shortfall...................................25
Prepayment Period...............................................25
Primary Insurance Policy........................................25
Principal Prepayment............................................25
Principal Prepayment in Full....................................25
Program Guide...................................................25
Purchase Price..................................................25
Qualified Substitute Mortgage Loan..............................26
Rating Agency...................................................26
Realized Loss...................................................26
Record Date.....................................................27
Regular Certificate.............................................27
REMIC...........................................................27
REMIC Administrator.............................................27
REMIC Provisions................................................27
REO Acquisition.................................................27
REO Disposition.................................................27
REO Imputed Interest............................................28
REO Proceeds....................................................28
REO Property....................................................28
Request for Release.............................................28
Required Insurance Policy.......................................28
Residential Funding.............................................28
Responsible Officer.............................................28
Schedule of Discount Fractions..................................28
Seller..........................................................28
Seller's Agreement..............................................28
Senior Accelerated Distribution Percentage......................29
Senior Certificates.............................................30
Senior Interest Distribution Amount.............................30
Senior Percentage...............................................30
Senior Principal Distribution Amount............................30
Servicing Accounts..............................................30
Servicing Advances..............................................30
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Page
Servicing Fee...................................................30
Servicing Officer...............................................30
Servicing Modification..........................................31
Special Hazard Loss.............................................31
Standard & Poor's...............................................31
Stated Principal Balance........................................31
Subclass........................................................31
Subclass Notional Amount........................................31
Subordinate Percentage..........................................31
Subordinate Principal Distribution Amount.......................31
Subserviced Mortgage Loan.......................................32
Subservicer.....................................................32
Subservicer Advance.............................................32
Subservicing Account............................................32
Subservicing Agreement..........................................32
Subservicing Fee................................................32
Tax Returns.....................................................33
Transfer........................................................33
Transferee......................................................33
Transferor......................................................33
Uncertificated Accrued Interest.................................33
Uncertificated Notional Amount..................................34
Uncertificated Pass-Through Rate................................34
Uncertificated REMIC Regular Interest Pool Strip Rate...........34
Uncertificated REMIC Regular Interests..........................34
Uncertificated REMIC Regular Interest Distribution Amount.......34
Uniform Single Attestation Program for Mortgage Bankers.........34
Uninsured Cause.................................................34
United States Person............................................34
Voting Rights...................................................34
ARTICLE IICONVEYANCE OF MORTGAGE LOANS;ORIGINAL ISSUANCE OF
CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans........................35
Section 2.02. Acceptance by Trustee...............................38
Section 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Company........................................39
Section 2.04. Representations and Warranties of Sellers...........43
Section 2.05. Execution and Authentication of Certificates........45
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<PAGE>
Page
ARTICLE IIIADMINISTRATION AND SERVICINGOF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer..................46
Section 3.02. Subservicing Agreements Between Master Servicer
and Subservicers; Enforcement of Subservicers'
and Sellers' Obligations .........................47
Section 3.03. Successor Subservicers..............................48
Section 3.04. Liability of the Master Servicer....................48
Section 3.05. No Contractual Relationship Between Subservicer and
Trustee or Certificateholders......................49
Section 3.06. Assumption or Termination of Subservicing Agreements
by Trustee. ......................................49
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account......................49
Section 3.08. Subservicing Accounts; Servicing Accounts...........52
Section 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans.......................53
Section 3.10. Permitted Withdrawals from the Custodial Account....53
Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder............................55
Section 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity Coverage..................................56
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption
and Modification Agreements; Certain Assignments..58
Section 3.14. Realization Upon Defaulted Mortgage Loans...........60
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.....62
Section 3.16. Servicing and Other Compensation; Compensating
Interest ..........................................63
Section 3.17. Reports to the Trustee and the Company..............64
--------------------------------------
Section 3.18. Annual Statement as to Compliance...................64
---------------------------------
Section 3.19. Annual Independent Public Accountants'
Servicing Report. .................................65
Section 3.20. Rights of the Company in Respect of the Master
Servicer ..........................................65
ARTICLE IVPAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.................................67
Section 4.02. Distributions.......................................67
Section 4.03. Statements to Certificateholders....................75
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. ...............................80
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.......81
Section 4.08. Distributions on the Uncertificated REMIC Regular
Interests .........................................81
ARTICLE VTHE CERTIFICATES
Section 5.01. The Certificates....................................83
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Page
Section 5.02. Registration of Transfer and Exchange of Certificates85
-----------------------------------------------------
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 VITHE COMPANY AND THE MASTER SERVICER
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 VIIDEFAULT
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..................99
----------------------------------
Section 7.04. Waiver of Events of Default.........................99
---------------------------
ARTICLE VIIICONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee..................................100
-----------------
Section 8.02. Certain Matters Affecting the Trustee..............102
-------------------------------------
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans103
-----------------------------------------------------
Section 8.04. Trustee May Own Certificates.......................103
----------------------------
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification ..................................104
Section 8.06. Eligibility Requirements for Trustee...............105
------------------------------------
Section 8.07. Resignation and Removal of the Trustee.............105
--------------------------------------
Section 8.08. Successor Trustee..................................106
-----------------
Section 8.09. Merger or Consolidation of Trustee.................106
----------------------------------
Section 8.11. Appointment of Custodians..........................108
-------------------------
Section 8.12. Appointment of Office or Agency....................108
-------------------------------
ARTICLE IXTERMINATION
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 XREMIC PROVISIONS
Section 10.01. REMIC Administration...............................113
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Page
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification.............................116
ARTICLE XI[RESERVED]
ARTICLE XIIMISCELLANEOUS PROVISIONS
Section 12.01. Amendment..........................................119
---------
Section 12.02. Recordation of Agreement; Counterparts.............121
--------------------------------------
Section 12.03. Limitation on Rights of Certificateholders.........122
------------------------------------------
Section 12.04. Governing Law......................................122
-------------
Section 12.05. Notices............................................123
-------
Section 12.06. Notices to Rating Agency...........................123
------------------------
Section 12.07. Severability of Provisions.........................124
--------------------------
Section 12.08. Supplemental Provisions for Resecuritization.......124
--------------------------------------------
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<PAGE>
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J-1: Form of Investor Representation Letter
Exhibit J-2: Form of ERISA Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation Letter
Exhibit M: Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section 12.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit P: Schedule of Discount Fractions
Exhibit Q: Form of Request for Exchange
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<PAGE>
This is a Pooling and Servicing Agreement, dated as of April 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 (as defined herein), and
subject to this Agreement (including the Mortgage Loans but excluding the
Initial Monthly Payment Fund), as a real estate mortgage investment conduit (a
"REMIC") for federal income tax purposes and such segregated pool of assets will
be designated as the "REMIC." The Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, 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 Trust Fund, and the Class R Certificates will be the sole
class of "residual interests" in the Trust Fund in each case for purposes of the
REMIC Provisions (as defined herein) under federal income tax law. The Class A-6
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 issued on the Closing Date
comprising the interests in the Trust Fund created
hereunder.
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<TABLE>
<CAPTION>
Aggregate Initial
Certificate
Pass-Through Principal Maturity
Designation Rate Balance Special Features Date S&P Fitch
<S> <C> <C> <C> <C> <C> <C>
Class A-1 6.375% $ 83,716,000.00 Senior January 25, 2009 AAA AAA
Class A-2 6.375% $ 49,419,000.00 Sequential/Senior January 25, 2009 AAA AAA
Class A-3 6.375% $ 15,046,000.00 Sequential/Senior January 25, 2009 AAA AAA
Class A-4 6.375% $ 10,000,000.00 Sequential/Senior January 25, 2009 AAA AAA
Class A-5 0.00% $ 932,396.46 Principal Only/SenioJanuary 25, 2009 AAAr AAA
Class A-6 Variable 0.00 Variable Strip/InterJanuary 25, 2009 AAAr AAA
Only/Senior
Class R 6.375% $ 100.00 Residual/Senior January 25, 2009 AAA AAA
Class M-1 6.375% $ 1,289,100.00 Mezzanine January 25, 2009 N/R AA
Class M-2 6.375% $ 161,200.00 Mezzanine January 25, 2009 N/R A
Class M-3 6.375% $ 80,600.00 Mezzanine January 25, 2009 N/R BBB
Class B-1 6.375% $ 161,200.00 Subordinate January 25, 2009 N/R BB
Class B-2 6.375% $ 80,600.00 Subordinate January 25, 2009 N/R B
Class B-3 6.375% $ 241,729.01 Subordinate January 25, 2009 N/R N/R
</TABLE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal
to $161,127,925.47. The Mortgage Loans are fixed rate mortgage loans having
terms to maturity at origination or modification of not more than 15 years.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
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<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-5 and Class A-6
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-6 Certificates (other than any Subclass of the Class A-6
Certificates), interest during the related Interest Accrual Period at the
related Pass-Through Rate on the related Notional Amount thereof. With respect
to each Distribution Date, as to any Subclass of the Class A-6 Certificates
issued pursuant to Section 5.01(c), interest accrued during the related Interest
Accrual Period at the related Pass-Through Rate on the Subclass Notional Amount.
Accrued Certificate Interest will be calculated on the basis of a 360-day year
consisting of twelve 30-day months. In each case Accrued Certificate Interest on
any Class of Certificates will be reduced by the amount of (i) Prepayment
Interest Shortfalls (to the extent not offset by the Master Servicer with a
payment of Compensating Interest as provided in Section 4.01), (ii) the interest
portion (adjusted to the Net Mortgage Rate) of Realized Losses (including 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 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-6 Certificates shall be allocated among the Subclasses
thereof, if any, in proportion to their respective amounts of Accrued
Certificates Interest payable on such Distribution Date which would have
resulted absent such reductions. In addition to that portion of the reductions
described in the second preceding sentence that are allocated to any Class of
Class B Certificates or any Class of Class M Certificates, Accrued Certificate
Interest on such Class of Class B Certificates or such Class of Class M
Certificates will be reduced by the interest portion (adjusted to the Net
Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of
determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03 or 2.04 and Mortgage Loan substitutions made pursuant to
Section 2.03 or 2.04 received or made in the month of such Distribution Date
(other than such Liquidation Proceeds, Insurance Proceeds and purchases of
Mortgage Loans that the Master Servicer has deemed to have been received in the
preceding month in accordance with Section 3.07(b)) and (ii) payments which
represent early receipt of scheduled payments of principal and interest due on a
date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
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<PAGE>
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of 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 April
29, 1998, between Residential Funding and the Company relating to the transfer
and assignment of the 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 Custodial Account pursuant to
Section 3.12(a) and (iv) any amount deposited in the Certificate Account
pursuant to Section 4.07, reduced by (b) the sum as of the close of business on
the immediately preceding Determination Date of (w) aggregate Foreclosure
Profits, (x) the Amount Held for Future Distribution, and (y) amounts permitted
to be withdrawn by the Master Servicer from the Custodial Account in respect of
the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$50,000.00 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) $50,000; 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 greater of (I) 5% or (II) 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 with a Loan-to-Value Ratio of greater than
80% 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.
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.
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Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York, the State of Michigan,
the State of California or the State of Illinois (and such other state or states
in which the Custodial Account or the Certificate Account are at the time
located) are required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount of
interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a Mortgage
Loan as to which an REO Acquisition occurred, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and
other payments or cash recoveries which the Master Servicer reasonably and in
good faith expects to be finally recoverable with respect to such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate, Class B
Certificate or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "Bankers Trust
Company, as trustee, in trust for the registered holders of Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series
1998-NS1" and which must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution Date, the Business
Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for purposes hereof and, solely for the purpose of giving any
consent or direction pursuant to this Agreement, any Certificate, other than a
Class R Certificate registered in the name of the Company, the Master Servicer
or any Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights necessary to effect any such consent or
direction has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided, however, that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Class A Certificate
(other than the Class A-6 Certificates) and Class R Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate Principal Balance
of such Certificate as specified on the face thereof, minus (ii) the sum of (x)
the aggregate of all amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance or amount thereof pursuant to Section 4.02(a) and
(y) the aggregate of all reductions in Certificate Principal Balance deemed to
have occurred in connection with Realized Losses which were previously allocated
to such Certificate (or any predecessor Certificate) pursuant to Section 4.05.
With respect to each Class M Certificate, on any date of determination, an
amount equal to (i) the Initial Certificate Principal Balance of such Class M
Certificate as specified on the face thereof, minus (ii) the sum of (x) the
aggregate of all amounts previously distributed with respect to such Certificate
(or any predecessor Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have occurred in
connection with Realized Losses which were previously allocated to such
Certificate (or any predecessor Certificate) pursuant to Section 4.05; provided,
that if the Certificate Principal Balances of the Class B Certificates have been
reduced to zero, the Certificate Principal Balance of each Class M Certificate
of those Class M Certificates outstanding with the highest numerical designation
at any given time shall thereafter be calculated to equal the Percentage
Interest evidenced by such Certificate times the excess, if any, of (A) the then
aggregate Stated Principal Balance of the Mortgage Loans over (B) the then
aggregate Certificate Principal Balance of all other Classes of Certificates
then outstanding. With respect to each Class B Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate Principal Balance
of such Class B Certificate as specified on the face thereof, minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously allocated to
such Certificate (or any predecessor Certificate) pursuant to Section 4.05;
provided, that the Certificate Principal Balance of each Class B Certificate of
those Class B Certificates outstanding with the highest numerical designation at
any given time shall be calculated to equal the Percentage Interest evidenced by
such Certificate times the excess, if any, of (A) the then aggregate Stated
Principal Balance of the Mortgage Loans over (B) the then aggregate Certificate
Principal Balance of
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all other Classes of Certificates then outstanding. The Class A-6 Certificates
(or any Subclass thereof) 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-6 Certificates and any Subclass thereof issued pursuant to
Section 5.01(c) shall be a single Class for purposes of this Agreement.
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3, Class
A-4 , Class A-5 or Class A-6 Certificates, each such Certificate (other than the
Class A-6 Certificates) evidencing an interest designated as a "regular
interest" in the Trust Fund for purposes of the REMIC Provisions and, in each
case executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A each such Certificate
(other than the Class A-6 Certificates) evidencing an interest designated as a
"regular interest" in the Trust Fund for purposes of the REMIC Provisions. The
Class A-6 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-6 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-6 Certificates.
Class A-5 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-5 Principal Distribution Amount: As defined in Section 4.02(b)(i).
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates or Class B-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
C and evidencing an interest designated as a "regular interest" in the Trust
Fund 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 0.30%.
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 0.20%.
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 0.15%.
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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 Trust
Fund 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 0.45%.
Class M-3 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class
B-3 Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 0.35%.
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 Trust Fund for purposes of the REMIC Provisions.
Closing Date: April 29, 1998.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
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-NS1.
Credit Support Depletion Date: The first Distribution Date on which the
Senior Percentage equals 100%.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly.
Any such account or accounts shall be an Eligible Account.
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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: April 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.
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.
Defaulted Mortgage Loss: With respect to any Mortgage Loan, any loss that
is attributable to the Mortgagor's failure to make any payment of principal or
interest as required under the Mortgage Note, except that such loss shall not
include any Special Hazard Loss, Fraud Loss, Bankruptcy Loss, Extraordinary Loss
or other loss resulting from damage to the related Mortgaged Property.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(3) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is 6.375% 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 6.375%. 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 6.375% 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 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
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(other than such Person) to incur a liability for any federal tax imposed under
the Code that would not otherwise be imposed but for the transfer of an
Ownership Interest in a Class R Certificate to such Person. The terms "United
States", "State" and "international organization" shall have the meanings set
forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date, the first day of the month
in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period commencing
on the second day of the month preceding the month of such Distribution Date and
ending on the related Due Date.
Eligible Account: An account that is any of the following: (i) maintained
with a depository institution the debt obligations of which have been rated by
each Rating Agency in its highest rating available, or (ii) an account or
accounts in a depository institution in which such accounts are fully insured to
the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of The First
National Bank of Chicago or (B) an account or accounts maintained in the
corporate asset services department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P-1 (or the equivalent) or
better by each Rating Agency and its long term debt obligations are rated A2 (or
the equivalent) or better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in the corporate
trust division of 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-5 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.
ERISA: The Employment Retirement Income Security Act of 1974, as amended.
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 Subordinate Principal Amount: With respect to any Distribution Date
on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date, as reduced by any such amount that is included in Section
4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property or Mortgage Loan causing or resulting in a loss which causes
the liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the
fidelity bond and the errors and omissions insurance policy required to be
maintained pursuant to Section 3.12(b) but are in excess of the coverage
maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in part
caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
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(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.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate instrumentality
of the United States created and existing under Title III of the Emergency Home
Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01 which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Fitch: 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 Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Independent: When used with respect to any specified Person, means such a
Person who (i) is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate thereof, (ii) does not have any direct financial
interest or any material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
with the Company, the Master Servicer or the Trustee as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
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.
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 Notional Amount: With respect to any Class A-6 Certificates, the
Cut-off Date Principal Balance of the Mortgage Loans corresponding to the
Uncertificated REMIC Regular Interests represented by such Class A-6
Certificates.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Master Servicer or the
Trustee and are not applied to the restoration of the related Mortgaged Property
or released to
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the Mortgagor in accordance with the procedures that the Master Servicer would
follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance Policy or any
successor thereto or the named insurer in any replacement policy.
Interest Accrual Period: With respect to any Certificate, and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs. Notwithstanding the foregoing, the distributions of
interest on any Distribution Date and the calculation of Accrued Certificate
Interest for all Classes of Certificates will reflect interest accrued, and
receipts with respect thereto, on the Mortgage Loans for the preceding calendar
month, as may be reduced in accordance with the definition of Accrued
Certificate Interest.
Late Collections: With respect to any Mortgage Loan, all amounts received
during any Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received by
the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Lockout Distribution Percentage: With respect to any Distribution Date, the
percentage indicated below:
Lockout
Distribution Date Distribution Percentage
May 1998 through
April 2003............................ 0%
May 2003 through
April 2004............................ 30%
May 2004 through
April 2005............................ 40%
May 2005 through
April 2006............................ 60%
May 2006 through
April 2007............................ 80%
May 2007 and
thereafter............................ 100%
Maturity Date: The latest possible maturity date, solely for purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of Certificates (other than the
Class A-6 Certificates and the Uncertificated REMIC Regular Interests which have
no Certificate Principal Balance) representing a regular interest in the Trust
Fund would be reduced to zero, which is January 25, 2009, the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage Loan.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject of
a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
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Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
Moody's: Moody's Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan,
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 ("SPREAD");
(viii) the initial scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues ("SUBSERV
FEE") and at which the Servicing Fee accrues ("MSTR SERV
FEE");
(xii) a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second or
vacation residence; and
(xiii) a code "N" under the column "OCCP CODE," indicating that the
Mortgage Loan is secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Mortgage Loans: Such of the mortgage loans transferred and assigned to the
Trustee pursuant to Section 2.01 as from time to time are held or deemed to be
held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, 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.
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Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of interest
equal to the Adjusted Mortgage Rate less the per annum rate at which the
Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be made
by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company and the Trustee.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Notional Amount: As of any Distribution Date, with respect to the Class
A-6 Certificates, the aggregate Stated Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests Pool Strip Rates
represented by such Class A-6 Certificate immediately prior to such date.
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 "Permitted Transferee" 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-5 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 98.75% as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Property) which was not the subject of a Principal Prepayment in Full,
Cash Liquidation or REO Disposition and which was not purchased, deleted or
substituted for prior to such Due Date pursuant to Section 2.02, 2.03 or 2.04.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-5 Certificates and Class A-6 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-6 Certificates (other than any Subclass thereof) and any Distribution
Date, a rate equal to the weighted average, expressed as a percentage, of the
Pool Strip Rates of all Mortgage Loans as of the Due Date in the month next
preceding the month in which such Distribution Date occurs, weighted on the
basis of the respective Stated Principal Balances of such Mortgage Loans, which
Stated Principal Balances shall be the Stated Principal Balances of such
Mortgage Loans at the close of business on the immediately preceding
Distribution Date after giving effect to distributions thereon allocable to
principal to the Holders of the Certificates. With respect to the Class A-6
Certificates and the initial Distribution Date, the Pass-Through Rate is equal
to 0.2566% per annum. With respect to any Subclass of the Class A-6 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
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Distribution Date after giving effect to distributions thereon allocable to
principal to the Holder of such Certificate (or with respect to the initial
Distribution Date, at the close of business on the Cut-off Date). The Class A-5
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 Notional
Amount thereof (in the case of any Class A-6 Certificates) divided by the
aggregate Initial Certificate Principal Balance or Initial Notional Amount, as
applicable, of all of the Certificates of the same Class. With respect to a
Class R Certificate, the interest in distributions to be made with respect to
such Class evidenced thereby, expressed as a percentage, as stated on the face
of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency in
its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than 365
days or a remaining maturity of more than 30 days) denominated in United
States dollars of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state thereof or
of any domestic branch of a foreign depository institution or trust
company; provided that the debt obligations of such depository institution
or trust company (or, if the only Rating Agency is Standard & Poor's, in
the case of the principal depository institution in a depository
institution holding company, debt obligations of the depository
institution holding company) at the date of acquisition thereof have been
rated by each Rating Agency in its highest short-term rating available;
and provided further that, if the only Rating Agency is Standard & Poor's
and if the depository or trust company is a principal subsidiary of a bank
holding company and the debt obligations of such 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 and Fitch, and
Aaa in the case of Moody's, and references herein to the highest rating
available on unsecured commercial paper and short-term debt obligations shall
mean A-1 in the case of Standard & Poor's, P-1 in the case of Moody's and either
A-1 by Standard & Poor's, P-1 by Moody's or F-1 by Fitch in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate, other than
a Disqualified Organization, any "electing large partnership" as defined in
Section 775(a) of the Code, or a Non-United States Person.
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Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Pool Stated Principal Balance: As to any date of determination, the
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate
equal to the excess, if any, of (a) the Net Mortgage Rate of such Mortgage Loan
on the Cut-off Date over (b) 6.375% per annum (but not less than 0.00% per
annum).
Prepayment Assumption: A prepayment assumption of 200% of the standard
prepayment assumption, used for determining the accrual of original issue
discount and market discount and premium on the Certificates for federal income
tax purposes. The standard prepayment assumption assumes a constant rate of
prepayment of mortgage loans of 0.20% 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 May
2003 (unless the Certificate Principal Balances of the Class A
Certificates, other than the Class A-5 Certificates, have been
reduced to zero), 0%.
(ii) For any Distribution Date on which any Class of Class M or Class B
Certificates are outstanding not discussed in clause (i) above:
(a) in the case of the Class of Class M Certificates then
outstanding with the lowest numerical designation, or in the event
the Class M Certificates are no longer outstanding, the Class of
Class B Certificates then outstanding with the lowest numerical
designation and each other Class of Class M Certificates and Class
B Certificates for which the related Prepayment Distribution
Trigger has been satisfied, a fraction, expressed as a percentage,
the numerator of which is the Certificate Principal Balance of
such Class immediately prior to such date and the denominator of
which is the sum of the Certificate Principal Balances immediately
prior to such date of (1) the Class of Class M Certificates then
outstanding with the lowest numerical designation, or in the event
the Class M Certificates are no longer outstanding, the Class of
Class B Certificates then outstanding with the lowest numerical
designation and (2) all other Classes of Class M Certificates and
Class B Certificates for which the respective Prepayment
Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Class M Certificates
and Class B Certificates for which the Prepayment Distribution
Triggers have not been satisfied, 0%; and
(iii)Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in
Section 4.02 (determined without regard to the proviso to the
definition of "Subordinate Principal Distribution Amount") would
result in a distribution in respect of principal of any Class or
Classes of Class M Certificates and Class B Certificates in an
amount greater than the remaining Certificate Principal Balance
thereof (any such class, a "Maturing Class"), then: (a) the
Prepayment Distribution Percentage of each Maturing Class shall
be reduced to a level that, when applied as described above,
would exactly reduce the Certificate Principal Balance of such
Class to zero; (b) the Prepayment Distribution Percentage of each
other Class of Class M Certificates and Class B Certificates (any
such Class, a "Non-Maturing Class") shall be recalculated in
accordance with the provisions in paragraph (ii) above, as if the
Certificate Principal Balance of each Maturing Class had been
reduced to zero (such percentage as recalculated, the
"Recalculated Percentage"); (c) the total amount of the
reductions in the Prepayment Distribution Percentages of the
Maturing Class or Classes pursuant to clause (a) of this
sentence, expressed as an aggregate percentage, shall be
allocated among the Non-Maturing Classes in proportion to their
respective Recalculated Percentages (the portion of such
aggregate reduction so allocated to any Non-Maturing Class, the
"Adjustment Percentage"); and (d) for purposes of such
Distribution Date, the Prepayment Distribution Percentage of each
Non-Maturing Class shall be equal to the sum of (1) the
Prepayment Distribution Percentage thereof, calculated in
accordance with the provisions in paragraph (ii) above as if the
Certificate Principal Balance of each Maturing Class had not been
reduced to zero, plus (2) the related Adjustment Percentage.
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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 on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the Servicer Guide for
Residential Funding's 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 plus the rate per annum at which the Servicing
Fee is calculated in the case of a Modified Mortgage Loan) in the case of a
purchase made by the Master Servicer) on the Stated Principal Balance thereof to
the first day of the month following the month of purchase from the Due Date to
which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan. Notwithstanding any other provisions herein, (x) with respect to
any Qualified Substitute Mortgage Loan substituted for a Deleted Mortgage Loan
which was a Discount Mortgage Loan, such Qualified Substitute Mortgage Loan
shall be deemed to be a Discount Mortgage Loan and to have a Discount Fraction
equal to the Discount Fraction of the Deleted Mortgage Loan and (y) in the event
that the "Pool Strip Rate" of any Qualified Substitute Mortgage Loan as
calculated pursuant to the definition of "Pool Strip Rate" is greater than the
Pool Strip Rate of the related Deleted Mortgage Loan (i) the Pool Strip Rate of
such Qualified Substitute Mortgage Loan shall be equal to the Pool Strip Rate of
the related Deleted Mortgage Loan for purposes of calculating the Pass-Through
Rate for the Class A-6 Certificates and (ii) the excess of the Pool Strip Rate
on such Qualified Substitute Mortgage Loan as calculated pursuant to the
definition of "Pool Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R Certificates pursuant to Section
4.02 hereof.
Rating Agency: Fitch and Standard & Poor's with respect to the Class A and
Class R Certificates and Fitch 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.
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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: (i) to the extent constituting a reduction of the
principal balance of such Mortgage Loan, the amount of such reduction; and (ii)
to the extent constituting a reduction of the interest rate borne by the
Mortgage Note, and with respect to each respective 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, the amount of such reduction of the
interest portion thereof. With respect to each Mortgage Loan which has become
the subject of a Deficient Valuation, the difference between the principal
balance of the Mortgage Loan outstanding immediately prior to such Deficient
Valuation and the principal balance of the Mortgage Loan as reduced by the
Deficient Valuation. With respect to each Mortgage Loan which has become the
object of a Debt Service Reduction, the amount of such Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of business
on the last Business Day of the month next preceding the month in which the
related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R
Certificate.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final sale)
which the Master Servicer expects to be finally recoverable from the sale or
other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer through
foreclosure or deed in lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Request for Release: A request for release, the forms of which are
attached as Exhibit H hereto, 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.
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Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Company and
any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer of
the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit P.
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 consistent in all material respects with
those set forth in the Program Guide.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date, the percentage indicated below:
Senior Accelerated
Distribution Date Distribution Percentage
May 1998 through
April 2003........ 100%
May 2003 through
April 2004........ Senior Percentage, plus 70% of the Subordinate Percentage
May 2004 through
April 2005........ Senior Percentage, plus 60% of the Subordinate Percentage
May 2005 through
April 2006........ Senior Percentage, plus 40% of the Subordinate Percentage
May 2006 through
April 2007........ Senior Percentage, plus 20% of the Subordinate Percentage
May 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 any Distribution Date are
less than 10% of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates and (ii) that for any Distribution
Date on which the Senior Percentage is greater than the Original Senior
Percentage, the Senior Accelerated Distribution Percentage for such Distribution
Date shall be 100%. Notwithstanding the foregoing, upon the reduction of the
aggregate Certificate Principal Balance of the Senior Certificates (other than
the Class A-5 Certificates) to zero, the Senior Accelerated Distribution
Percentage shall thereafter be 0%.
Senior Certificates: Any one of the Class A Certificates or Class R
Certificates.
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Senior Interest Distribution Amount: As defined in Section 4.02(a)(i).
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the
Certificate Principal Balance of the Class A-5 Certificates) immediately prior
to such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans or related REO Properties (other
than the Discount Fraction of the Discount Mortgage Loans) immediately prior to
such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X) and (b) the sum of the amounts required to
be distributed to the Class A Certificateholders and Class R Certificateholders
on such Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons
other than servicers of mortgage loans, reasonable compensation for such
services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
Servicing 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).
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 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-6 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-6 Certificates pursuant to Section 5.01(c).
Subclass Notional Amount: As of any Distribution Date, with respect to any
Subclass of the Class A-6 Certificates issued pursuant to Section 5.01(c), the
aggregate Stated Principal Balance of the Mortgage Loans corresponding to the
Uncertificated REMIC Regular Interest Pool Strip Rates represented by such
Subclass immediately prior to such date.
Subordinate Percentage: As of any Distribution Date, 100% minus the Senior
Percentage as of such Distribution Date.
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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 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,
(iii) property which secured a Mortgage Loan and which has been
acquired for the benefit of the Certificateholders by
foreclosure or deed in lieu of foreclosure, and
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(iv) the hazard insurance policies and Primary Insurance Policies,
if any, and certain proceeds thereof.
Uncertificated Accrued Interest: With respect to each Distribution Date,
as to each Uncertificated REMIC Regular Interest, an amount equal to the
aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on each such uncertificated interest, if the
Pass-Through Rate on such uncertificated interest was equal to the related
Uncertificated Pass-Through Rate and the notional amount of such uncertificated
interest was equal to the related Uncertificated Notional Amount; provided, that
any reduction in the amount of Accrued Certificate Interest resulting from the
allocation of Prepayment Interest Shortfalls, Realized Losses or other amounts
to the Class A-6 Certificateholders pursuant to Sections 4.02(a) and 4.05 hereof
shall be allocated to the Uncertificated REMIC Regular Interests pro rata in
accordance with the amount of interest accrued with respect to each related
Uncertificated Notional Amount and such Distribution Date.
Uncertificated Notional Amount: With respect to each Uncertificated REMIC
Regular Interest, the aggregate Stated Principal Balance of the related
Non-Discount Mortgage Loan.
Uncertificated Pass-Through Rate: With respect to each Uncertificated REMIC
Regular Interest, the related Uncertificated REMIC Regular Interest Pool Strip
Rate.
Uncertificated REMIC Regular Interest Pool Strip Rate: With respect to each
Uncertificated REMIC Regular Interest, the Pool Strip Rate for the related
Mortgage Loan.
Uncertificated REMIC Regular Interests: The 545 uncertificated partial
undivided beneficial ownership interests in the Trust Fund, each relating to a
particular Mortgage Loan, each having no principal balance, and each bearing
interest at the respective Uncertificated Pass-Through Rate on the
Uncertificated Notional Amount.
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 (treated as a corporation or
partnership for United States Income tax purposes) created or organized in, or
under the laws of, the United States, any state thereof, or the District of
Columbia (except in the case of a partnership, to the extent provided in
Treasury regulations) or an estate that is described in Section 7701(a)(30)(D)
of the Code, or a trust that is described in Section 7701(a)(30(E) of the Code.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. 98% of all of the Voting Rights shall be
allocated among Holders of Certificates, other than the Class A-6 Certificates
and Class R Certificates, in proportion to the outstanding Certificate Principal
Balances of their respective Certificates; and 1% of all Voting Rights shall be
allocated among the Holders of the Class A-6 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.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee without recourse all the right, title and interest
of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date).
(b) In connection with such assignment, except as set forth in Section
2.01(c) below, the Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more Custodians, as the duly appointed agent or
agents of the Trustee for such purpose, the following documents or instruments
(or copies thereof as permitted by this Section) 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.
(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.
(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 or Form UCC-1, as applicable, is lost or
returned unrecorded to the
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Company because of any defect therein, the Company shall prepare a substitute
Assignment or Form UCC-1, as applicable, or cure such defect, as the case may
be, and cause such Assignment to be recorded in accordance with this paragraph.
The Company shall promptly deliver or cause to be delivered to the Trustee or
the respective Custodian such Mortgage or assignment or Form UCC-1, as
applicable, (or copy thereof certified by the public recording office) with
evidence of recording indicated thereon upon receipt thereof from the public
recording office or from the related Subservicer.
In the event that the Company delivers to the Trustee or Custodian any
Mortgage Note or Assignment of Mortgage in blank, the Company shall, or shall
cause the Custodian to, complete the endorsement of the Mortgage Note and the
Assignment of Mortgage in the name of the Trustee within 45 days after the
Closing Date, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(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 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 any 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 consisting of, arising from or
relating to any of the foregoing, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts from time to time held or
invested in the Certificate Account or the Custodial Account, whether in the
form of cash, instruments, securities or other property and (2) an assignment by
the Company to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B), (C) and (D) granted by
Residential Funding to the Company pursuant to the Assignment Agreement; (c) the
possession by the Trustee, the Custodian or any other agent of the Trustee of
Mortgage Notes or such other items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be "possession by the
secured party," or possession by a purchaser or a person designated by such
secured party, for purposes of perfecting the security interest pursuant to the
Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction (including, without limitation, Section 9-115, 9-305,
8-102, 8-301, 8-501 or 8-503 thereof); and (d) notifications to persons holding
such property, and acknowledgments, receipts or confirmations from persons
holding such property, shall be deemed notifications to, or acknowledgments,
receipts or confirmations from, financial intermediaries, bailees or agents (as
applicable) of the Trustee for the purpose of perfecting such security interest
under applicable law.
The Company and, at the Company's direction, Residential Funding and the
Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Company shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for filing, at the expense of
the Company, all filings necessary to maintain the effectiveness of any original
filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage Loans as evidenced by an Officer's Certificate of the Company,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of Residential
Funding, the Company or the Trustee (such preparation and filing shall be at the
expense of the Trustee, if occasioned by a change in the Trustee's name), (2)
any change of location of the place of business or the chief executive office of
Residential Funding or the Company or (3) any transfer of any interest of
Residential Funding or the Company in any Mortgage Loan.
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 acknowledgment
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
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pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it. Upon delivery of the Mortgage Files by the Company or the Master
Servicer, the Trustee shall acknowledge receipt (or, with respect to Mortgage
Loans subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(c) above. The Trustee or Custodian (such Custodian being so obligated under
a Custodial Agreement) agrees to review each Mortgage File delivered to it
pursuant to Section 2.01(c) within 45 days after receipt thereof to ascertain
that all documents required to be delivered pursuant to such Section have been
received, and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, as supplemented, that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any document or documents
constituting a part of a Mortgage File to be missing or defective in any
material respect, the Trustee shall promptly so notify the Master Servicer and
the Company. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian
will notify the Master Servicer, the Company and the Trustee of any such
omission or defect found by it in respect of any Mortgage File held by it. The
Master Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within 60 days from the date the Master Servicer was
notified of such omission or defect and, if such Subservicer or Seller does not
correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the case may be, any Mortgage
Loan released pursuant hereto and thereafter such Mortgage Loan shall not be
part of the Trust Fund. It is understood and agreed that the obligation of the
Seller or the Subservicer, as the case may be, to so cure or purchase any
Mortgage Loan as to which a material defect in or omission of a constituent
document exists shall constitute the sole remedy respecting such defect or
omission available to 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 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;
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(vi) The Master Servicer will comply in all material respects in
the performance of this Agreement with all reasonable rules and
requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Company, any Affiliate of
the Company or the Trustee by the Master Servicer will, to the knowledge
of the Master Servicer, contain any untrue statement of a material fact or
omit a material fact necessary to make the information, certificate,
statement or report not misleading; and
(viii) The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be familiar with
the terms thereof. The terms of each existing Subservicing Agreement and
each designated Subservicer are acceptable to the Master Servicer and any
new Subservicing Agreements will comply with the provisions of Section
3.02.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure must occur within 90 days from the date such breach was
discovered. The obligation of the Master Servicer to cure such breach or to so
purchase such Mortgage Loan shall constitute the sole remedy in respect of a
breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) The Company hereby represents and warrants to the Trustee for the
benefit of Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the date so specified):
(i) No Mortgage Loan is one month or more delinquent in payment
of principal and interest as of the Cut-off Date and no Mortgage Loan has
been so delinquent more than once in the 12-month period prior to the
Cut-off Date;
(ii) The information set forth in Exhibit F hereto with respect
to each Mortgage Loan or the Mortgage Loans, as the case may be, is true
and correct in all material respects at the date or dates respecting which
such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate
mortgage loans with level Monthly Payments due on the first day of each
month and terms to maturity at origination or modification of not more
than 15 years;
(iv) To the best of the Company's knowledge, if a Mortgage Loan
is secured by a Mortgaged Property with a Loan-to-Value Ratio at
origination in excess of 80.00%, such Mortgage Loan is the subject of a
Primary Insurance Policy that insures (a) at least 17% of the principal
balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is
between 90.00% and 85.01% and (b) at least 12% of such balance if the
Loan-to-Value Ratio is between 85.00% and 80.01% and in the case of one
Mortgage Loan, 17% of such balance, with a Loan-to-Value Ratio of 73.00%.
To the best of the Company's knowledge, each such Primary Insurance Policy
is in full force and effect and the Trustee is entitled to the benefits
thereunder;
(v) The issuers of the Primary Insurance Policies are insurance
companies whose claims-paying abilities are currently acceptable to each
Rating Agency;
(vi) No more than 1.0% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area in California and no more than
1.4% 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 special flood hazard area, flood insurance in the
amount required under the Program Guide covers the related Mortgaged
Property (either by coverage under the federal flood insurance program or
by coverage by private insurers);
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(viii) Immediately prior to the assignment of the Mortgage Loans
to the Trustee, the Company had good title to, and was the sole owner of,
each Mortgage Loan free and clear of any pledge, lien, encumbrance or
security interest (other than rights to servicing and related
compensation) and such assignment validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of any pledge, lien,
encumbrance or security interest;
(ix) 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) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or updated
appraisals of Mortgaged Properties are obtained in connection with the
refinancing thereof), the related Seller has represented that either (a)
the value of the related Mortgaged Property as of the date the Mortgage
Loan was originated was not less than the appraised value of such property
at the time of origination of the refinanced Mortgage Loan or (b) the
Loan-to-Value Ratio of the Mortgage Loan as of the date of origination of
the Mortgage Loan generally meets the Company's underwriting guidelines;
(xv) Interest on each Mortgage Loan is calculated on the basis
of a 360-day year consisting of twelve 30-day months; and
(xvi) 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)(xi),
the party discovering such breach shall give such notice within five days of
discovery. Within 90 days of its discovery or its receipt of notice of breach,
the Company shall either (i) cure such breach in all material respects or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02; provided that the Company shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. Any such substitution shall be effected by the Company
under the same terms and conditions as provided in Section 2.04 for
substitutions by Residential Funding. It is understood and agreed that the
obligation of the Company to cure such breach or to so purchase or substitute
for any Mortgage Loan as to which such a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach available to the
Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of the
Certificateholders all of its right, title and interest in respect of the
Assignment Agreement and each Seller's Agreement applicable to a Mortgage Loan.
Insofar as the Assignment Agreement or such Seller's Agreement relates to the
representations and warranties made by Residential Funding or the related Seller
in respect of such Mortgage Loan and any remedies provided thereunder for any
breach of such representations and warranties, such right, title and interest
may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders. Upon the discovery by the Company, the Master Servicer, the
Trustee or any Custodian of
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a breach of any of the representations and warranties made in a Seller's
Agreement or the Assignment Agreement (which, for purposes hereof, will be
deemed to include any other cause giving rise to a repurchase obligation under
the Assignment Agreement) in respect of any Mortgage Loan which materially and
adversely affects the interests of the Certificateholders in such Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). The
Master Servicer shall promptly notify the related Seller or Residential Funding,
as the case may be, of such breach and request that such Seller or Residential
Funding, as the case may be, either (i) cure such breach in all material
respects within 90 days from the date the Master Servicer was notified of such
breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that, in the case of
a breach under the Assignment Agreement, Residential Funding shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the breach would cause the Mortgage Loan to be other than
a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure or substitution must occur within 90 days from the date the breach was
discovered. In the event that Residential Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04, Residential Funding shall deliver to the Trustee for the
benefit of the Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment
of the Mortgage in recordable form, and such other documents and agreements as
are required by Section 2.01, with the Mortgage Note endorsed as required by
Section 2.01. No substitution will be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by the Master Servicer and remitted
by the Master Servicer to Residential Funding on the next succeeding
Distribution Date. For the month of substitution, distributions to the
Certificateholders will include the Monthly Payment due on a Deleted Mortgage
Loan for such month and thereafter Residential Funding shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if
the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount
Fractions, for the benefit of the Certificateholders to reflect the removal of
such Deleted Mortgage Loan and the substitution of the Qualified Substitute
Mortgage Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount
Mortgage Loan, the amended Schedule of Discount Fractions, to the Trustee. Upon
such substitution, the Qualified Substitute Mortgage Loan or Loans shall be
subject to the terms of this Agreement and the related Subservicing Agreement in
all respects, the related Seller shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in the related Seller's Agreement as of the date of substitution,
and the Company and the Master Servicer shall be deemed to have made with
respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of
substitution, the covenants, representations and warranties set forth in this
Section 2.04, in Section 2.03 hereof and in Section 4 of the Assignment
Agreement, and the Master Servicer shall be obligated to repurchase or
substitute for any Qualified Substitute Mortgage Loan as to which a Repurchase
Event (as defined in the Assignment Agreement) has occurred pursuant to Section
4 of the Assignment Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of the
Trust Fund to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of 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.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans in
accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a Mortgaged Property to an
Insurer, the acquisition of any property acquired by foreclosure or deed in lieu
of foreclosure, or the management, marketing and conveyance of any property
acquired by foreclosure or deed in lieu of foreclosure with respect to the
Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding the
foregoing, subject to Section 3.07(a), the Master Servicer shall not permit any
modification with respect to any Mortgage Loan that would both constitute a sale
or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code
and any proposed, temporary or final regulations promulgated thereunder (other
than in connection with a proposed conveyance or assumption of such Mortgage
Loan that is treated as a Principal Prepayment in Full pursuant to Section
3.13(d) hereof) and cause the Trust Fund to fail to qualify as such under the
Code. The Trustee shall furnish the Master Servicer with any powers of attorney
and other documents necessary or appropriate to enable the Master Servicer to
service and administer the Mortgage Loans. The Trustee shall not be liable for
any action taken by the Master Servicer or any 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.
(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
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or a different form of Subservicing Agreement, and the form referred to or
included in the Program Guide is merely provided for information and shall not
be deemed to limit in any respect the discretion of the Master Servicer to
modify or enter into different Subservicing Agreements; provided, however, that
any such amendments or different forms shall be consistent with and not violate
the provisions of either this Agreement or the Program Guide in a manner which
would materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement and of each Seller under the related Seller's
Agreement, to the extent that the non-performance of any such obligation would
have a material and adverse effect on a Mortgage Loan, including, without
limitation, the obligation to purchase a Mortgage Loan on account of defective
documentation, as described in Section 2.02, or on account of a breach of a
representation or warranty, as described in Section 2.04. Such enforcement,
including, without limitation, the legal prosecution of claims, termination of
Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit
of other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Master Servicer would employ in its good faith
business judgment and which are normal and usual in its general mortgage
servicing activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer or
a Subservicer or reference to actions taken through a Subservicer or otherwise,
the Master Servicer shall remain obligated and liable to the Trustee and the
Certificateholders for the servicing and administering of the Mortgage Loans in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and Trustee
or Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements by
Trustee.
(a) In the event the Master Servicer shall for any reason no longer be the
master servicer (including by reason of an Event of Default), the Trustee, its
designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
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(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide;
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates affected thereby; provided,
however, that no such extension shall be made if any 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 and the interest component of any
Subservicer Advance or of any REO Proceeds received in connection with an
REO Property for which an REO Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of any
related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to
Section 2.02, 2.03, 2.04 or 4.07 and all amounts required to be deposited
in connection with the substitution of a Qualified Substitute Mortgage
Loan pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to Section 3.07(c); and
(vi) All amounts transferred from the Certificate Account to the
Custodial Account in accordance with Section 4.02(a).
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The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds and
the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized.
(d) The Master Servicer shall give notice to the Trustee and the Company
of any change in the location of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from the date of application of
such Curtailment to the first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account, the
Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the
Subservicers for Subserviced Mortgage Loans to, establish and maintain one or
more Servicing Accounts and deposit and retain therein all collections from the
Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the
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Mortgagors. Each Servicing Account shall satisfy the requirements for a
Subservicing Account and, to the extent permitted by the Program Guide or as is
otherwise acceptable to the Master Servicer, may also function as a Subservicing
Account. Withdrawals of amounts related to the Mortgage Loans from the Servicing
Accounts may be made only to effect timely payment of taxes, assessments, hazard
insurance premiums, Primary Insurance Policy premiums, if applicable, or
comparable items, to reimburse the Master Servicer or Subservicer out of related
collections for any payments made pursuant to Sections 3.11 (with respect to the
Primary Insurance Policy) and 3.12(a) (with respect to hazard insurance), to
refund to any Mortgagors any sums as may be determined to be overages, to pay
interest, if required, to Mortgagors on balances in the Servicing Account or to
clear and terminate the Servicing Account at the termination of this Agreement
in accordance with Section 9.01 or in accordance with the Program Guide. As part
of its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information Regarding the
Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any Class
of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the
amounts and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to Sections
3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise
reimbursable pursuant to the terms of this Agreement, such withdrawal
right being limited to amounts received on particular Mortgage Loans
(including, for this purpose, REO Proceeds, Insurance Proceeds,
Liquidation Proceeds and proceeds from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 2.04 or 4.07) which represent (A) Late
Collections of Monthly Payments for which any such advance was made in the
case of Subservicer Advances or Advances pursuant to Section 4.04 and (B)
recoveries of amounts in respect of which such advances were made in the
case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment received by
the Master Servicer on account of interest on a Mortgage Loan as
contemplated by Sections 3.14 and 3.16, an amount equal to that remaining
portion of any such payment as to interest (but not in excess of the
Servicing Fee and the Subservicing Fee, if not previously retained) which,
when deducted, will result in the remaining amount of such interest being
interest at the Net Mortgage Rate (or Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan) on the amount specified in the
amortization schedule of the related Mortgage Loan as the principal
balance thereof at the beginning of the period respecting which such
interest was paid after giving effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation any
interest or investment income earned on funds deposited in the Custodial
Account that it is entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation any
Foreclosure Profits, and any amounts remitted by Subservicers as interest
in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential
Funding, the Company or any other appropriate Person, as the case may be,
with respect to each Mortgage Loan or property acquired in respect thereof
that has been purchased or otherwise transferred pursuant to Section 2.02,
2.03, 2.04, 4.07 or 9.01, all amounts received thereon and
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not required to be distributed to the Certificateholders as of the date on
which the related Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, any Advance made in connection with a
modification of a Mortgage Loan that is in default or, in the judgment of
the Master Servicer, default is reasonably foreseeable pursuant to Section
3.07(a), to the extent the amount of the Advance has been added to the
outstanding principal balance of the Mortgage Loan, or any Advance
reimbursable to the Master Servicer pursuant to Section 4.02(a)(iii);
(viii) to reimburse itself or the Company for expenses incurred by
and reimbursable to it or the Company pursuant to Sections 3.13, 3.14(c),
6.03, 10.01 or otherwise, or in connection with enforcing any repurchase,
substitution or indemnification obligation of any Seller (other than an
Affiliate of the Company) pursuant to the related Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a) pursuant
to Section 3.14 in good faith in connection with the restoration of
property damaged by an Uninsured Cause, and (b) in connection with the
liquidation of a Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii) or (viii) above;
and
(x) to withdraw any amount deposited in the Custodial Account that was not
required to be deposited therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii),
(v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to the
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
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Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to take,
any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the Company had
knowledge of such Primary Insurance Policy. The Master Servicer shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised value of the related
Mortgaged Property as determined in any appraisal thereof after the Closing
Date, or if the Loan-to-Value Ratio is reduced below 80% as a result of
principal payments on the Mortgage Loan after the Closing Date. In the event
that the Company gains knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is not the subject
of a Primary Insurance Policy (and was not included in any exception to the
representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a current
Loan-to-Value Ratio in excess of 80% then the Master Servicer shall use its
reasonable efforts to obtain and maintain a Primary Insurance Policy to the
extent that such a policy is obtainable at a reasonable price. The Master
Servicer shall not cancel or refuse to renew any such Primary Insurance Policy
applicable to a Nonsubserviced Mortgage Loan, or consent to any Subservicer
canceling or refusing to renew any such Primary Insurance Policy applicable to a
Mortgage Loan subserviced by it, that is in effect at the date of the initial
issuance of the Certificates and is required to be kept in force hereunder
unless the replacement Primary Insurance Policy for such canceled or non-renewed
policy is maintained with an insurer whose claims-paying ability is acceptable
to each Rating Agency for mortgage pass-through certificates having a rating
equal to or better than the lower of the then-current rating or the rating
assigned to the Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present or to cause the related
Subservicer to present, on behalf of the Master Servicer, the Subservicer, if
any, the Trustee and 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.
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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 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
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Servicer shall be made on the Certificate Account Deposit Date next preceding
the Distribution Date which occurs in the month following the month in which
payments under any such policy would have been deposited in the Custodial
Account. In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the
Trustee and the Certificateholders, claims under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance policy covering the Master
Servicer's officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage
Loans for FNMA or FHLMC. In the event that any such bond or policy ceases to be
in effect, the Master Servicer shall obtain a comparable replacement bond or
policy from an issuer or insurer, as the case may be, meeting the requirements,
if any, of the Program Guide and acceptable to the Company. Coverage of the
Master Servicer under a policy or bond obtained by an Affiliate of the Master
Servicer and providing the coverage required by this Section 3.12(b) shall
satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy.
Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in default
under this Section 3.13(a) by reason of any transfer or assumption which
the Master Servicer is restricted by law from preventing; and
(ii) if the Master Servicer determines that it is reasonably
likely that any Mortgagor will bring, or if any Mortgagor does bring,
legal action to declare invalid or otherwise avoid enforcement of a
due-on-sale clause contained in any Mortgage Note or Mortgage, the
Master Servicer shall not be required to enforce the due-on-sale
clause or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is
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authorized, subject to the requirements of the sentence next following, to
execute and deliver, on behalf of the Trustee, the assumption agreement with the
Person to whom the Mortgaged Property is to be conveyed and such modification
agreement or supplement to the Mortgage Note or Mortgage or other instruments as
are reasonable or necessary to carry out the terms of the Mortgage Note or
Mortgage or otherwise to comply with any applicable laws regarding assumptions
or the transfer of the Mortgaged Property to such Person; provided, however,
none of such terms and requirements shall both (a) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the Code (or final, temporary or proposed Treasury Regulations promulgated
thereunder) and (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 constitute "contributions" after the start-up date
under the REMIC Provisions. The Master Servicer shall execute and deliver such
documents only if it reasonably determines that (i) its execution and delivery
thereof will not conflict with or violate any terms of this Agreement or cause
the unpaid balance and interest on the Mortgage Loan to be uncollectible in
whole or in part, (ii) any required consents of insurers under any Required
Insurance Policies have been obtained and (iii) subsequent to the closing of the
transaction involving the assumption or transfer (A) the Mortgage Loan will
continue to be secured by a first mortgage lien pursuant to the terms of the
Mortgage, (B) such transaction will not adversely affect the coverage under any
Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the
remaining term thereof, (D) no material term of the Mortgage Loan (including the
interest rate on the Mortgage Loan) will be altered nor will the term of the
Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged
Property is to be released from liability on the Mortgage Loan, such release
will not (based on the Master Servicer's or Subservicer's good faith
determination) adversely affect the collectability of the Mortgage Loan. Upon
receipt of appropriate instructions from the Master Servicer in accordance with
the foregoing, the Trustee shall execute any necessary instruments for such
assumption or substitution of liability as directed in writing by the Master
Servicer. Upon the closing of the transactions contemplated by such documents,
the Master Servicer shall cause the originals or true and correct copies of the
assumption agreement, the release (if any), or the modification or supplement to
the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian
and deposited with the Mortgage File for such Mortgage Loan. Any fee collected
by the Master Servicer or such related Subservicer for entering into an
assumption or substitution of liability agreement will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
or other similar matters if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the owner of the
related Mortgage Loan, that the security for, and the timely and full
collectability of, such Mortgage Loan would not be adversely affected thereby
and that the Trust Fund would 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
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Master Servicer or the related Subservicer for processing such a request will be
retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit O, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage recording taxes
or otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws;
(iii) that the Mortgage Loan following the proposed assignment will have a rate
of interest at least 0.25 percent below or above the rate of interest on such
Mortgage Loan prior to such proposed assignment; and (iv) that such assignment
is at the request of the borrower under the related Mortgage Loan. Upon approval
of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal to the unpaid principal
balance of and accrued interest on such Mortgage Loan and the Master Servicer
shall treat such amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled
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to reimbursement of such amounts pursuant to Section 3.10. Concurrently with the
foregoing, the Master Servicer may pursue any remedies that may be available in
connection with a breach of a representation and warranty with respect to any
such Mortgage Loan in accordance with Sections 2.03 and 2.04. However, the
Master Servicer is not required to continue to pursue both foreclosure (or
similar remedies) with respect to the Mortgage Loans and remedies in connection
with a breach of a representation and warranty if the Master Servicer determines
in its reasonable discretion that one such remedy is more likely to result in a
greater recovery as to the Mortgage Loan. Upon the occurrence of a Cash
Liquidation or REO Disposition, following the deposit in the Custodial Account
of all Insurance Proceeds, Liquidation Proceeds and other payments and
recoveries referred to in the definition of "Cash Liquidation" or "REO
Disposition," as applicable, upon receipt by the Trustee of written notification
of such deposit signed by a Servicing Officer, the Trustee or any Custodian, as
the case may be, shall release to the Master Servicer the related Mortgage File
and the Trustee shall execute and deliver such instruments of transfer or
assignment prepared by the Master Servicer, in each case without recourse, as
shall be necessary to vest in the Master Servicer or its designee, as the case
may be, the related Mortgage Loan, and thereafter such Mortgage Loan shall not
be part of the Trust Fund. Notwithstanding the foregoing or any other provision
of this Agreement, in the Master Servicer's sole discretion with respect to any
defaulted Mortgage Loan or REO Property as to either of the following
provisions, (i) a Cash Liquidation or REO Disposition may be deemed to have
occurred if substantially all amounts expected by the Master Servicer to be
received in connection with the related defaulted Mortgage Loan or REO Property
have been received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any other unscheduled
collections or the amount of any Realized Loss, the Master Servicer may take
into account minimal amounts of additional receipts expected to be received or
any estimated additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by the
Trust Fund as an REO Property by foreclosure or by deed in lieu of foreclosure,
the deed or certificate of sale shall be issued to the Trustee or to its nominee
on behalf of 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
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860G(a)(8) of the Code or, at the expense of the Trust Fund, request, more than
60 days before the day on which such grace period would otherwise expire, an
extension of such 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 at any time that
any Certificates are outstanding, in which case the Trust Fund may continue to
hold such REO Property (subject to any conditions contained in such Opinion of
Counsel). The Master Servicer shall be entitled to be reimbursed from the
Custodial Account for any costs incurred in obtaining such Opinion of Counsel,
as provided in Section 3.10. Notwithstanding any other provision of this
Agreement, no REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject the Trust Fund to the imposition
of any federal income taxes on the income earned from such REO Property,
including any taxes imposed by reason of Section 860G(c) of the Code, unless the
Master Servicer has agreed to indemnify and hold harmless the Trust Fund with
respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section 3.10(a)(ii); second, to the Certificateholders to the extent of
accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan) to the Due Date prior to the Distribution Date
on which such amounts are to be distributed; third, to the Certificateholders as
a recovery of principal on the Mortgage Loan (or REO Property)(provided that if
any such Class of Certificates to which such Realized Loss was allocated is no
longer outstanding, such subsequent recovery shall be distributed to the persons
who were the Holders of such Class of Certificates when it was retired); fourth,
to all Servicing Fees and Subservicing Fees payable therefrom (and the Master
Servicer and the Subservicer shall have no claims for any deficiencies with
respect to such fees which result from the foregoing allocation); and fifth, to
Foreclosure Profits.
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of
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the forms attached hereto as Exhibit H or, in the case of the Custodian, an
electronic request in a form acceptable to the Custodian, requesting delivery to
it of the Mortgage File. Upon receipt of such certification and request, the
Trustee shall promptly release, or cause the Custodian to release, the related
Mortgage File to the Master Servicer. The Master Servicer is authorized to
execute and deliver to the Mortgagor the request for reconveyance, deed of
reconveyance or release or satisfaction of mortgage or such instrument releasing
the lien of the Mortgage, together with the Mortgage Note with, as appropriate,
written evidence of cancellation thereon. No expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the Custodial Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing Officer substantially in one
of the forms attached as Exhibit H hereto, or, in the case of the Custodian, an
electronic request in a form acceptable to the Custodian, requesting that
possession of all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason for such release
and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt
of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Trustee, or the Custodian as agent for the Trustee when the
need therefor by the Master Servicer no longer exists, unless (i) the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
such document has been delivered directly or through a 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
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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, the Master Servicer shall be
entitled to retain therefrom and to pay to itself and/or the related Subservicer
any Servicing Fee or Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid, all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of premiums for the Primary Insurance Policies, if any, to
the extent such premiums are not required to be paid by the related Mortgagors,
and the fees and expenses of the Trustee and any Custodian) and shall not be
entitled to reimbursement therefor except as specifically provided in Sections
3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may not
be transferred in whole or in part except in connection with the transfer of all
of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i)
will not withdraw from the Custodial Account any such amount representing all or
a portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate
Account any such amount to which
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it is entitled pursuant to Section 3.07(c) or 4.01(b) and (iii) will not
withdraw from the Custodial Account any such amount of servicing compensation to
which it is entitled pursuant to Section 3.10(a)(v) or (vi).
Section 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
Section 3.19. Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31 that
occurs at least six months after the Cut-off Date, the Master Servicer at its
expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public
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Accountants, the assertions made pursuant to Section 3.18 regarding compliance
with the minimum servicing standards set forth in the Uniform Single Attestation
Program for Mortgage Bankers during the preceding calendar year are fairly
stated in all material respects, subject to such exceptions and other
qualifications that, in the opinion of such firm, such accounting standards
require it to report. In rendering such statement, such firm may rely, as to
matters relating to the direct servicing of mortgage loans by Subservicers, upon
comparable statements for examinations conducted by independent public
accountants substantially in accordance with standards established by the
American Institute of Certified Public Accountants (rendered within one year of
such statement) with respect to such Subservicers.
Section 3.20. Rights of the Company in Respect of the Master Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature not later than the Business Day next preceding the Distribution Date next
following the date of such investment (except that (i) any investment in the
institution with which the Certificate Account is maintained may mature on such
Distribution Date and (ii) any other investment may mature on such Distribution
Date if the Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds immediately as realized without any
right of reimbursement.
Section 4.02. Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
the Master Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii), the amount required to be distributed to the Master Servicer or a
Subservicer pursuant to Section 4.02(a)(iii), and to each Certificateholder of
record on the next preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately available funds (by
wire transfer or otherwise) to the account of such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the Paying Agent, as
the case may be, or, if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of such Holder appearing in the Certificate
Register such Certificateholder's share (which share (A) with respect to each
Class of Certificates (other than
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any Subclass of the Class A-6 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-6
Certificates, shall be equal to the amount (if any) distributed pursuant to
Section 4.02(a)(i) below to the initial Holder of the Class A-6 Certificate or
to each Holder of a Subclass thereof, as applicable) of the following amounts,
in the following order of priority (subject to the provisions of Section
4.02(b)), in each case to the extent of the Available Distribution Amount:
(i) to the Class A Certificateholders (other than the Class A-5
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-6 Certificates), as applicable, for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date except as provided in the last paragraph of this Section
4.02(a) (the "Senior Interest Distribution Amount");
(ii) (X) to the Class A-5 Certificateholders, the Class A-5
Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than Class
A-5 Certificateholders) and Class R Certificateholders, in the priorities
and amounts set forth in Section 4.02(b)(ii) through (iii) and Sections
4.02(c) and (d), the sum of the following (applied to reduce the
Certificate Principal Balances of such Class A Certificates or Class R
Certificates, as applicable):
(A) the Senior Percentage for such Distribution Date times the
sum of the following:
(1) the principal portion of each Monthly Payment due
during the related Due Period on each Outstanding Mortgage
Loan (other than the related Discount Fraction of the
principal portion of such payment with respect to a Discount
Mortgage Loan), whether or not received on or prior to the
related Determination Date, minus the principal portion of
any Debt Service Reduction (other than the related Discount
Fraction of the principal portion of such Debt Service
Reductions with respect to each Discount Mortgage Loan)
which together with other Bankruptcy Losses exceeds the
Bankruptcy Amount;
(2) the Stated Principal Balance of any Mortgage Loan
repurchased during the related Prepayment Period (or deemed
to have been so repurchased in accordance with Section
3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or 4.07 and
the amount of any shortfall deposited in the Custodial
Account in connection with the substitution of a Deleted
Mortgage Loan pursuant to Section 2.03 or 2.04 during the
related Prepayment Period (other than the related Discount
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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 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;
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(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 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-5 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-5 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-5 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)
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and (xv) are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such Class
of Certificates for such Distribution Date minus (y) the amount of any
Class A-5 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-5 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-5 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-5 Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates applied in reduction of the
Certificate Principal Balance of the Class B-3 Certificates;
(xvi) to the Class A Certificateholders and Class R Certificateholders
in the priority set forth in Section 4.02(b), the portion, if any, of the
Available Distribution Amount remaining after the foregoing distributions,
applied to reduce the
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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
(xvii) to the Class R Certificateholders, the balance, if any, of the
Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Class B Certificates outstanding on such Distribution Date with the
highest numerical designation, or in the event the Class B Certificates are no
longer outstanding, the Class of Class M Certificates then outstanding with the
highest numerical designation, or in the event the Class B Certificates and
Class M Certificates are no longer outstanding, the Class A and Class R
Certificates, Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date will be distributable only to the extent that such
unpaid Accrued Certificate Interest was attributable to interest shortfalls
relating to 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-6 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-5 Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the "Class A-5
Principal Distribution Amount") equal to the aggregate of:
(A) the related Discount Fraction of the principal portion of
each Monthly Payment on each Discount Mortgage Loan due during the
related Due Period, whether or not received on or prior to the related
Determination Date, minus the Discount Fraction of the principal
portion of any related Debt Service Reduction which together with
other Bankruptcy Losses exceeds the Bankruptcy Amount;
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(B) the related Discount Fraction of the principal portion
of all unscheduled collections on each Discount Mortgage Loan
received during the preceding calendar month (other than amounts
received in connection with a Cash Liquidation or REO Disposition
of a Discount Mortgage Loan described in clause (C) below),
including Principal Prepayments in Full, Curtailments and
repurchases (including deemed repurchases under Section 3.07(b))
of Discount Mortgage Loans (or, in the case of a substitution of a
Deleted Mortgage Loan, the Discount Fraction of the amount of any
shortfall deposited in the Custodial Account in connection with
such substitution);
(C) in connection with the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan that did not result in any
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-5 Collection Shortfalls for
such Distribution Date and the amount of any Class A-5 Collection
Shortfalls remaining unpaid for all previous Distribution Dates,
but only to the extent of the Eligible Funds for such
Distribution Date;
(ii) the Senior Principal Distribution Amount shall be distributed to
the Class R Certificates, until the Certificate Principal Balance thereof
has been reduced to zero;
(iii) the balance of the Senior Principal Distribution Amount, if
any, remaining after the distribution, if any, described in clauses
4.02(b)(ii) above, shall be distributed concurrently as follows:
(A) 52.9241817917% of the amount distributable under this
clause (iii) to the Class A-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; and
(B) 47.0758182083% in the following order:
(I) first, to the Class A-2 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero;
(II) second, to the Class A-3 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero; and
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(III) third, to the Class A-4 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-5
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-5 Certificates and the Senior Principal Distribution Amount will
be distributed to all Classes of Senior Certificates (other than the Class A-5
Certificates) pro rata in accordance with their respective outstanding
Certificate Principal Balances and the amount set forth in Section 4.02(a)(i)
will be distributed as set forth therein.
(d) After reduction of the Certificate Principal Balances of the Senior
Certificates (other than the Class A-5 Certificates) to zero but prior to the
Credit Support Depletion Date, the Senior Certificates (other than the Class A-5
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-5, Class M and Class B Certificates.
(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 Class or Classes to which such
Realized Loss was allocated, 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
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Certificateholders of record as of the Record Date immediately preceding the
date of such distribution (i) with respect to the Certificates of any Class
(other than the Class A-6 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-6 Certificates, to the Class
A-6 Certificates or any Subclass thereof to which the related Realized Loss (or
portion thereof) was previously allocated. Any amounts to be so distributed
shall not be remitted to or distributed from the Trust Fund, and shall
constitute subsequent recoveries with respect to Mortgage Loans that are no
longer assets of the Trust Fund.
(f) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Company or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(g) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that Certificateholders required to surrender
their Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds distributable
with respect to such Certificates to be withdrawn from the Certificate Account
and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to the Certificate Account
and with respect to each Distribution Date the Master Servicer shall forward to
the Trustee and the Trustee shall forward by mail to each Holder and the Company
a statement setting forth the following information as to each Class of
Certificates to the extent applicable:
(i) (a) the amount of such distribution to the
Certificateholders of such Class applied to reduce the Certificate
Principal Balance thereof, and (b) the aggregate amount included therein
representing Principal Prepayments;
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(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable to
such Holders if there were sufficient funds available therefor, the amount
of the shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant to
Section 4.04;
(v) the number and Pool Stated Principal Balance of the
Mortgage Loans after giving effect to the distribution of principal on
such Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class
of Certificates, and each of the Senior, Class M and Class B Percentages,
after giving effect to the amounts distributed on such Distribution Date,
separately identifying any reduction thereof due to Realized Losses other
than pursuant to an actual distribution of principal;
(vii) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports furnished to it by
Subservicers, the number and aggregate principal balances of Mortgage
Loans that are delinquent (A) one month, (B) two months and (C) three
months and the number and aggregate principal balance of Mortgage Loans
that are in foreclosure;
(ix) the number, aggregate principal balance and book value of any REO
Properties;
(x) the aggregate Accrued Certificate Interest remaining
unpaid, if any, for each Class of Certificates, after giving effect to the
distribution made on such Distribution Date;
(xi) the Bankruptcy Amount as of the close of business on such
Distribution Date and a description of any change in the calculation of
such amount;
(xii) the weighted average Pool Strip Rate for such Distribution
Date and the Pass-Through Rate on the Class A-6 Certificates and each
Subclass, if any, thereof;
(xiii) the occurrence of the Credit Support Depletion Date;
(xiv) the Senior Accelerated Distribution Percentage applicable to
such distribution;
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(xv) the Senior Percentage and Lockout Distribution Percentage for
such Distribution Date;
(xvi) the aggregate amount of Realized Losses for such Distribution
Date;
(xvii) the aggregate amount of any recoveries on previously foreclosed
loans from Sellers due to a breach of representation or warranty;
(xviii) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on such
Distribution Date;
(xix) the weighted average Mortgage Rates of the Mortgage Loans after
giving effect to the amounts distributed on such Distribution Date; and
(xx) the Notional Amount of the Class A-6 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 statement provided to the Trustee as set forth
in this Section 4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Certificate, other than a Class R Certificate,
a statement containing the information set forth in clauses (i) and (ii) of
subsection (a) above aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
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(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding
each Determination Date, the Master Servicer shall furnish a written statement
to the Trustee, any Paying Agent and the Company (the information in such
statement to be made available to Certificateholders by the Master Servicer on
request) setting forth (i) the Available Distribution Amount and (ii) the
amounts required to be withdrawn from the Custodial Account and deposited into
the Certificate Account on the immediately succeeding Certificate Account
Deposit Date pursuant to clause (iii) of Section 4.01(a). The determination by
the Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
shall be protected in relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect, on the Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial
Account and deposit in the Certificate Account all or a portion of the Amount
Held for Future Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii) aggregating the amount
of such Advance. Any portion of the Amount Held for Future Distribution so used
shall be replaced by the Master Servicer by deposit in the Certificate Account
on or before 11:00 A.M. New York time on any future Certificate Account Deposit
Date to the extent that funds attributable to the Mortgage Loans that are
available in the Custodial Account for deposit in the Certificate Account on
such Certificate Account 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
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longest period of time. Such allocations shall be conclusive for purposes of
reimbursement to the Master Servicer from recoveries on related Mortgage Loans
pursuant to Section 3.10.
The determination by the Master Servicer that it has made a Nonrecoverable
Advance or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certificate of a Servicing Officer delivered to
the Seller and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) assume the rights and obligations of the Master
Servicer hereunder, including the obligation to deposit in the Certificate
Account an amount equal to the Advance for the immediately succeeding
Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine the
total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Debt Service Reduction, Deficient Valuation, REO Disposition or
Servicing Modification (to the extent constituting a reduction of the principal
balance of the Mortgage Loan) 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, 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-5 Certificates, in an amount equal to the
Discount Fraction of the
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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-5 Certificates), Class R
Certificates and, in respect of the interest portion of such Realized Losses, on
a pro rata basis, as described below. Any Excess Bankruptcy Losses, Fraud
Losses, Extraordinary Losses or other losses of a type not covered by
Subordination on Non-Discount Mortgage Loans will be allocated among the Class A
(other than the Class A-5 Certificates), Class M, Class B and Class R
Certificates, and, in respect of the interest portion of such Realized Losses,
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-5 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-5 Certificates), Class M, Class B and Class
R Certificates on a pro rata basis, as described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Class B Certificates or, after the Certificate Principal
Balances of the Class B Certificates have been reduced to zero, to the Class of
Class M Certificates then outstanding with the highest numerical designation
shall be made by operation of the definition of "Certificate Principal Balance"
and by operation of the provisions of Section 4.02(a). Allocations of the
interest portions of Realized Losses shall be made by operation of the
definition of "Accrued Certificate Interest" and by operation of the provisions
of Section 4.02(a). Allocations of the principal portion of Debt Service
Reductions shall be made by operation of the provisions of Section 4.02(a). All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests (other than the Class A-6 Certificates) evidenced
thereby. All Realized Losses and all other losses allocated to the Class A-6
Certificates hereunder will be allocated to the Class A-6 Certificates and, if
any Subclasses thereof have been issued pursuant to Section 5.01(c), such
Realized Losses and other losses shall be allocated among the Subclasses of such
Class in proportion to the respective amounts of Accrued Certificate Interest
payable on such Distribution Date that would have resulted absent such
reductions.
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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 thereupon own such Mortgage, and all such
security and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto. Notwithstanding anything to the
contrary in this Section 4.07, the Master Servicer shall continue to service any
such Mortgage Loan after the date of such purchase in accordance with the terms
of this Agreement and, if any Realized Loss with respect to such Mortgage Loan
occurs, allocate such Realized Loss to the Class or Classes of Certificates that
would have borne such Realized Loss in accordance with the terms hereof as if
such Mortgage Loan had not been so purchased. For purposes of this Agreement, a
payment of the Purchase Price by the Master Servicer pursuant to this Section
4.07 will be viewed as an advance, and the amount of any Realized Loss shall be
recoverable pursuant to the provisions for the recovery of unreimbursed Advances
under Section 4.02(a) or, to the extent not recoverable under such provisions,
as a Nonrecoverable Advance as set forth herein.
Section 4.08. Distributions on the Uncertificated REMIC Regular Interests.
(a) On each Distribution Date, the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC Regular Interests,
Uncertificated Accrued Interest on the Uncertificated REMIC Regular Interests
for such Distribution Date, plus any Uncertificated Accrued Interest thereon
remaining unpaid from any previous Distribution
Date.
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(b) In determining from time to time the Uncertificated REMIC Regular
Interest Distribution Amounts, Realized Losses allocated to the Class A-6
Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC Regular Interests on a pro rata basis based on the Uncertificated Accrued
Interest for the related Distribution Date.
(c) On each Distribution Date, the Trustee shall be deemed to distribute
from the Trust Fund, in the priority set forth in Sections 4.02(a), to the Class
A-6 Certificates, the amounts distributable thereon from the Uncertificated
REMIC Regular Interest Distribution Amounts deemed to have been received by the
Trustee from the Trust Fund under this Section 4.08. The amount deemed
distributable hereunder with respect to the Class A-6 Certificates shall equal
100% of the amounts payable with respect to the Uncertificated REMIC Regular
Interests.
(d) Notwithstanding the deemed distributions on the Uncertificated REMIC
Regular Interests described in this Section 4.08, distributions of funds from
the Certificate Account shall be made only in accordance with Section 4.02.
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ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates, respectively,
shall be substantially in the forms set forth in Exhibits A, B, C and D and
shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery to or upon the order of
the Company and in the case of any Certificates issued on the Closing Date, upon
receipt by the Trustee or one or more Custodians of the documents specified in
Section 2.01. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and
Class M-1 Certificates shall be issuable in minimum dollar denominations of
$25,000 and integral multiples of $1 (in the case of the Class A-5 and Class M-1
Certificates, $1,000) in excess thereof. The Class M-2, Class M-3, Class B-1,
Class B-2 and Class B-3 Certificates shall be issuable in dollar denominations
equal to the denomination set forth as follows for such Class or the sum of such
denomination and an integral multiple of $1,000:
Class A-5 $ 25,396.46
Class M-1 $ 25,100.00
Class M-2 $ 161,200.00
Class M-3 $ 80,600.00
Class B-1 $ 161,200.00
Class B-2 $ 80,600.00
Class B-3 $ 241,729.01
The Class A-6 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-6 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-6 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.
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(b) The Class A Certificates, other than the Class A-5 and Class A-6
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-5 Certificates and Class A-6 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.
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(c) From time to time, Residential Funding, as the initial Holder of the
Class A-6 Certificates may exchange such Holder's Class A-6 Certificates for
Subclasses of Class A-6 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-6 Certificates so surrendered for exchange. Any Subclass so issued shall
bear a numerical designation commencing with Class A-6-1 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 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 transfer or 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-6 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, and in the case of any Class A-5
or Class A-6 Certificate, the Trustee shall execute and the Certificate
Registrar shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of a like Class and
aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized denominations of a like Class (or Subclass)
and aggregate
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Percentage Interest, upon surrender of the Certificates to be exchanged at any
such office or agency. Whenever any Certificates are so surrendered for exchange
the Trustee shall execute and the Certificate Registrar shall authenticate and
deliver the Certificates of such Class which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee or the Certificate
Registrar) be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by, the Holder thereof or his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. Except as provided in Section 5.02(e), in the
event that a transfer of a Class B Certificate is to be made either (i)(A) the
Trustee shall require a written Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee and the Company that such transfer may be
made pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trustee, the Company or
the Master Servicer; provided that such Opinion of Counsel will not be required
in connection with the initial transfer of any such Certificate by the Company
or any Affiliate thereof to 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; provided, however, that such
representation letters will not be required in connection with any transfer of
any such Certificate by the Company or any Affiliate thereof to the Company or
an Affiliate of the Company, and the Trustee shall be entitled to conclusively
rely upon a representation (which, upon the request of the Trustee, shall be
written representation) from the Company, of the status of such transferee as an
Affiliate of the Company or (ii) the prospective transferee of such a
Certificate shall be required to provide the Trustee, the Company and the Master
Servicer with an investment letter substantially in the form of Exhibit L
attached hereto (or such other form as the Company in its sole discretion deems
acceptable), which investment letter shall not be an expense of the Trustee, the
Company or the Master Servicer, and which investment letter states that, among
other things, such transferee (A) is a "qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (B) is aware
that the proposed transferor intends to rely on the exemption from registration
requirements under the Securities Act of 1933, as amended, provided by Rule
144A. The Holder of any such Certificate desiring to effect any such transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the Certificate Registrar against
any liability that may result if the transfer, sale, pledge or other disposition
is not so exempt or is not made in accordance with such federal and state laws.
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(e) In the case of any Class M, Class B or Class R Certificate presented
for registration in the name of any Person, either (i) the Trustee shall require
an Opinion of Counsel acceptable to and in form and substance satisfactory to
the Trustee, the Company and the Master Servicer to the effect that the purchase
or holding of such Class M, Class B or Class R Certificate is permissible under
applicable law, will not constitute or result in any non-exempt prohibited
transaction under Section 406 of ERISA, or Section 4975 of the Code (or
comparable provisions of any subsequent enactments), and will not subject the
Trustee, the Company or the Master Servicer to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or the Master Servicer or
(ii) the prospective transferee shall be required to provide the Trustee, the
Company and the Master Servicer with a certification to the effect set forth in
paragraph six of Exhibit J-2 (with respect to any Class M Certificate or any
Class B Certificate) or with a certification to the effect set forth in
paragraph fourteen of Exhibit I-1 (with respect to any Class R Certificate),
which the Trustee may rely upon without further inquiry or investigation, or
such other certifications as the Trustee may deem desirable or necessary in
order to establish that such transferee or the Person in whose name such
registration is requested is not an employee benefit plan or other plan subject
to the prohibited transaction provisions of ERISA or Section 4975 of the Code,
or any Person (including an investment manager, a named fiduciary or a trustee
of any such plan) who is using "plan assets" of any such plan to effect such
acquisition.
(f) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require delivery to
it, and shall not register the Transfer of any Class R Certificate until
its receipt of, (I) an affidavit and agreement (a "Transfer Affidavit and
Agreement," in the form attached hereto as Exhibit I-1) from the proposed
Transferee, in form and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that it is a Permitted
Transferee, that it is not acquiring its Ownership Interest in the Class R
Certificate that is the subject of the proposed Transfer as a nominee,
trustee or agent for any Person who is not a Permitted Transferee, that
for so long as it retains its Ownership Interest in a Class R Certificate,
it will endeavor to remain a Permitted Transferee, and that it has
reviewed the provisions of this Section 5.02(f) and agrees to be bound by
them,
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and (II) a certificate, in the form attached hereto as Exhibit I-2, from
the Holder wishing to transfer the Class R Certificate, in form and
substance satisfactory to the Master Servicer, representing and
warranting, among other things, that no purpose of the proposed Transfer
is to impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned to this Agreement has
actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Class R Certificate
to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (x) to require a Transfer Affidavit and
Agreement from any other Person to whom such Person attempts to transfer
its Ownership Interest in a Class R Certificate and (y) not to transfer
its Ownership Interest unless it provides a certificate to the Trustee in
the form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership Interest in a
Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of Temporary Treasury
Regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf of, a "pass-through
interest holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit and
Agreement, a certificate of the Holder requesting such transfer in the
form attached hereto as Exhibit I-2 and all of such other documents as
shall have been reasonably required by the Trustee as a condition to such
registration. Transfers of the Class R Certificates to Non-United States
Persons and Disqualified Organizations (as defined in Section 860E(e)(5)
of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a holder of
a Class R Certificate, then the last preceding Permitted Transferee shall
be restored, to the extent permitted by law, to all rights and obligations
as Holder thereof retroactive to the date of registration of such Transfer
of such Class R Certificate. If a Non-United States Person shall become a
holder of a Class R Certificate, then the last preceding United States
Person shall be restored, to the extent permitted by law, to all rights
and obligations as Holder thereof retroactive to the date of registration
of such Transfer of such Class R Certificate. If a transfer of a Class R
Certificate is disregarded pursuant to the provisions of Treasury
Regulation Section 1.860E-1 or Section 1.860G-3, then the last preceding
Permitted Transferee shall be restored, to the extent permitted by law, to
all rights and obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. The Trustee
shall be under no liability to any Person for any registration of Transfer
of a Class R Certificate that is in fact not permitted by this Section
5.02(f) or for making any
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payments due on such Certificate to the holder thereof or for taking any
other action with respect to such holder under the provisions of this
Agreement.
(B) If any purported Transferee shall become a Holder of a
Class R Certificate in violation of the restrictions in this Section
5.02(f) and to the extent that the retroactive restoration of the
rights of the Holder of such Class R Certificate as described in
clause (iii)(A) above shall be invalid, illegal or unenforceable,
then the Master Servicer shall have the right, without notice to the
holder or any prior holder of such Class R Certificate, to sell such
Class R Certificate to a purchaser selected by the Master Servicer
on such terms as the Master Servicer may choose. Such purported
Transferee shall promptly endorse and deliver each Class R
Certificate in accordance with the instructions of the Master
Servicer. Such purchaser may be the Master Servicer itself or any
Affiliate of the Master Servicer. The proceeds of such sale, net of
the commissions (which may include commissions payable to the Master
Servicer or its Affiliates), expenses and taxes due, if any, will be
remitted by the Master Servicer to such purported Transferee. The
terms and conditions of any sale under this clause (iii)(B) shall be
determined in the sole discretion of the Master Servicer, and the
Master Servicer shall not be liable to any Person having an
Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information
necessary to compute any tax imposed (A) as a result of the Transfer of an
Ownership Interest in a Class R Certificate to any Person who is a
Disqualified Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be provided to the
Internal Revenue Service and certain Persons as described in Treasury
Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a
result of any regulated investment company, real estate investment trust,
common trust fund, partnership, trust, estate or organization described in
Section 1381 of the Code that holds an Ownership Interest in a Class R
Certificate having as among its record holders at any time any Person who
is a Disqualified Organization. Reasonable compensation for providing such
information may be required by the Master Servicer from such Person.
(v) The provisions of this Section 5.02(f) set forth prior to
this clause (v) may be modified, added to or eliminated, provided that
there shall have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such provisions
will not cause such Rating Agency to downgrade its then-current
ratings, if any, of any Class of the Class A, Class M, Class B or
Class R Certificates below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by
such Rating Agency; and
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(B) subject to Section 10.01(f), a certificate of the Master
Servicer stating that the Master Servicer has received an Opinion of
Counsel, in form and substance satisfactory to the Master Servicer,
to the effect that such modification, addition to or absence of such
provisions will not cause the Trust Fund to cease to qualify as a
REMIC and will not cause (x) the Trust Fund to be subject to an
entity-level tax caused by the Transfer of any Class R Certificate
to a Person that is a Disqualified Organization or (y) a
Certificateholder or another Person to be subject to a REMIC-related
tax caused by the Transfer of a Class R Certificate to a Person that
is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Trustee, the Certificate Registrar and any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, and neither the
Company, the Master Servicer, the Trustee, the Certificate Registrar nor any
agent of the
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Company, the Master Servicer, the Trustee or the Certificate Registrar shall be
affected by notice to the contrary except as provided in Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with
the Paying Agent a sum sufficient to make the payments to the Certificateholders
in the amounts and in the manner provided for in Section 4.02, such sum to be
held in trust for the benefit of the Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated Principal Balance is
less than ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master Servicer or the Company shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the sum of the outstanding Certificate Principal Balance of such Certificates
plus the sum of one month's Accrued Certificate Interest thereon and any
previously unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the Certificates
is anticipated to be made upon presentation and surrender of such
Certificates at the office or agency of the Trustee therein
designated,
(ii) the purchase price therefor, if known, and
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(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office or agency of
the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified above,
the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of one month's Accrued Certificate Interest thereon and any
previously unpaid Accrued Certificate
Interest with respect thereto.
(d) In the event that any Certificateholders do not surrender their
Certificates on or before the Distribution Date on which a purchase pursuant to
this Section 5.06 is to be made, the Trustee shall on such date cause all funds
in the Certificate Account deposited therein by the Master Servicer or the
Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom
and deposited in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as applicable, shall
give a second written notice to such Certificateholders to surrender their
Certificates for payment of the purchase price therefor. If within six months
after the second notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as directed by the Master
Servicer or the Company, as applicable, to contact the Holders of such
Certificates concerning surrender of their Certificates. The costs and expenses
of maintaining the escrow account and of contacting Certificateholders shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any Certificates shall not have been surrendered for
cancellation in accordance with this Section 5.06, the Trustee shall pay to the
Master Servicer or the Company, as applicable, all amounts distributable to the
Holders thereof and the Master Servicer or the Company, as applicable, shall
thereafter hold such amounts until distributed to such Holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Master Servicer or the Company, as applicable, as a
result of such Certificateholder's failure to surrender its Certificate(s) for
payment in accordance with this Section 5.06. Any Certificate that is not
surrendered on the Distribution Date on which a purchase pursuant to this
Section 5.06 occurs as provided above will be deemed to have been purchased and
the Holder as of such date will have no rights with respect thereto except to
receive the purchase price therefor minus any costs and expenses associated with
such escrow account and notices allocated thereto. Any Certificates so purchased
or deemed to have been purchased on such Distribution Date shall remain
outstanding hereunder. The Master Servicer or the Company, as applicable, shall
be for all purposes the Holder thereof as of such date.
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ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the
Master Servicer.
The Company and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Company and the Master Servicer herein. By
way of illustration and not limitation, the Company is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Company or the
Master Servicer; Assignment of Rights and Delegation of Duties by
Master Servicer.
(a) The Company and the Master Servicer will each keep in full effect its
existence, rights and franchises as a corporation under the laws of the state of
its incorporation, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may be merged
or consolidated, or any corporation resulting from any merger or consolidation
to which the Company or the Master Servicer shall be a party, or any Person
succeeding to the business of the Company or the Master Servicer, shall be the
successor of the Company or the Master Servicer, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or surviving Person to the Master Servicer
shall be qualified to service mortgage loans on behalf of FNMA or FHLMC; and
provided further that each Rating Agency's ratings, if any, of the Class A,
Class M, Class B or Class R Certificates in effect immediately prior to such
merger or consolidation will not be qualified, reduced or withdrawn as a result
thereof (as evidenced by a letter to such effect from each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to
the contrary, the Master Servicer may assign its rights and delegate its duties
and obligations under this Agreement; provided that the Person accepting such
assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the
Trustee and the Company, is willing to service the Mortgage Loans and executes
and delivers to the Company and the Trustee an agreement, in form and substance
reasonably satisfactory to the Company and the Trustee, which contains an
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assumption by such Person of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
under this Agreement; provided further that each Rating Agency's rating of the
Classes of Certificates that have been rated in effect immediately prior to such
assignment and delegation will not be qualified, reduced or withdrawn as a
result of such assignment and delegation (as evidenced by a letter to such
effect from each Rating Agency). In the case of any such assignment and
delegation, the Master Servicer shall be released from its obligations under
this Agreement, except that the Master Servicer shall remain liable for all
liabilities and obligations incurred by it as Master Servicer hereunder prior to
the satisfaction of the conditions to such assignment and delegation set forth
in the next preceding sentence.
Section 6.03. Limitation on Liability of the Company, the Master
Servicer and Others.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Company, the Master Servicer or any such Person
against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Company, the Master Servicer and any
director, officer, employee or agent of the Company or the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Company,
the Master Servicer and any director, officer, employee or agent of the Company
or the Master Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder.
Neither the Company nor the Master Servicer shall be under any obligation
to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and
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costs shall be allocated in reduction of the Accrued Certificate Interest on
each Class entitled thereto in the same manner as if such expenses and costs
constituted a Prepayment Interest Shortfall.
Section 6.04. Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
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ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be
distributed to the Holders of Certificates of any Class any distribution
required to be made under the terms of the Certificates of such Class and
this Agreement and, in either case, such failure shall continue unremedied
for a period of 5 days after the date upon which written notice of such
failure, requiring such failure to be remedied, shall have been given to
the Master Servicer by the Trustee or the Company or to the Master
Servicer, the Company and the Trustee by the Holders of Certificates of
such Class evidencing Percentage Interests aggregating not less than 25%;
or
(ii) the Master Servicer shall fail to observe or perform in any
material respect any other of the covenants or agreements on the part of
the Master Servicer contained in the Certificates of any Class or in this
Agreement and such failure shall continue unremedied for a period of 30
days (except that such number of days shall be 15 in the case of a failure
to pay the premium for any Required Insurance Policy) after the date on
which written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer by the Trustee or the
Company, or to the Master Servicer, the Company and the Trustee by the
Holders of Certificates of any Class evidencing, in the case of any such
Class, Percentage Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar
law or appointing a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such decree or
order shall have remained in force undischarged or unstayed for a period
of 60 days; or
(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
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(v) the Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of, or commence a voluntary case under, any applicable
insolvency or reorganization statute, make an assignment for the benefit
of its creditors, or voluntarily suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to
Section 4.04(b) that it is unable to deposit in the Certificate Account an
amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section shall
occur, then, and in each and every such case, so long as such Event of Default
shall not have been remedied, either the Company or the Trustee may, and at the
direction of Holders of Certificates entitled to at least 51% of the Voting
Rights, the Trustee shall, by notice in writing to the Master Servicer (and to
the Company if given by the Trustee or to the Trustee if given by the Company),
terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof, other than
its rights as a Certificateholder hereunder. If an Event of Default described in
clause (vi) hereof shall occur, the Trustee shall, by notice to the Master
Servicer and the Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential Funding
in its capacity as Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which
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arose prior to the termination of its activities hereunder. Upon the termination
of Residential Funding as Master Servicer hereunder the Company shall deliver to
the Trustee a copy of the Program Guide.
Section 7.02. Trustee or Company to Act; Appointment of Successor.
On and after the time the Master Servicer receives a notice of termination
pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Trustee
or, upon notice to the Company and with the Company's consent (which shall not
be unreasonably withheld) a designee (which meets the standards set forth below)
of the Trustee, shall be the successor in all respects to the Master Servicer in
its capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer (except for the
responsibilities, duties and liabilities contained in Sections 2.02 and 2.03(a),
excluding the duty to notify related Subservicers or Sellers as set forth in
such Sections, and its obligations to deposit amounts in respect of losses
incurred prior to such notice or termination on the investment of funds in the
Custodial Account or the Certificate Account pursuant to Sections 3.07(c) and
4.01(b) by the terms and provisions hereof); provided, however, that any failure
to perform such duties or responsibilities caused by the preceding Master
Servicer's failure to provide information required by Section 4.04 shall not be
considered a default by the Trustee hereunder. As compensation therefor, the
Trustee shall be entitled to all funds relating to the Mortgage Loans which the
Master Servicer would have been entitled to charge to the Custodial Account or
the Certificate Account if the Master Servicer had continued to act hereunder
and, in addition, shall be entitled to the income from any Permitted Investments
made with amounts attributable to the Mortgage Loans held in the Custodial
Account or the Certificate Account. If the Trustee has become the successor to
the Master Servicer in accordance with Section 6.04 or Section 7.01, then
notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution,
which is also a FNMA- or FHLMC-approved mortgage servicing institution, having a
net worth of not less than $10,000,000 as the successor to the Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder. Pending appointment of a
successor to the Master Servicer hereunder, the Trustee shall become successor
to the Master Servicer and shall act in such capacity as hereinabove provided.
In connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the initial Master Servicer
hereunder. The Company, the Trustee, the Custodian and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. The Servicing Fee for any successor Master Servicer
appointed pursuant to this Section 7.02 will be lowered with respect to those
Mortgage Loans, if any, where the Subservicing Fee accrues at a rate of less
than 0.20% per annum in the event that the successor Master Servicer is not
servicing such Mortgage Loans directly and it is necessary to raise the related
Subservicing Fee to a rate of 0.20% per annum in order to hire a Subservicer
with respect to such Mortgage Loans.
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Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the Master
Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected by a
default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 12.01(b)(i), (ii) or (iii). Upon any such waiver of a default or Event
of Default by the Holders representing the requisite percentage of Voting Rights
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and after
the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion the
notices, reports and statements required to be forwarded by the Trustee pursuant
to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a timely
fashion to the Master Servicer such information as the Master Servicer may
reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of the Trust Fund as a REMIC under the REMIC Provisions and (subject to Section
10.01(f)) to prevent the imposition of any federal, state or local income,
prohibited transaction, contribution or other tax on the Trust Fund to the
extent that maintaining such status and avoiding such taxes are reasonably
within the control of the Trustee and are reasonably within the scope of its
duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein,
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upon any certificates or opinions furnished to the Trustee by the Company
or the Master Servicer and which on their face, do not contradict the
requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Certificateholders of any Class holding
Certificates which evidence, as to such Class, Percentage Interests
aggregating not less than 25% as to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified in
clauses (i) and (ii) of Section 7.01 or an Event of Default under clauses
(iii), (iv) and (v) of Section 7.01 unless a Responsible Officer of the
Trustee assigned to and working in the Corporate Trust Office obtains
actual knowledge of such failure or event or the Trustee receives written
notice of such failure or event at its Corporate Trust Office from the
Master Servicer, the Company or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision
in this Agreement shall require the Trustee to expend or risk its own
funds (including, without limitation, the making of any Advance) or
otherwise incur any personal financial liability in the performance of any
of its duties as Trustee hereunder, or in the exercise of any of its
rights or powers, if the Trustee shall have reasonable grounds for
believing that repayment of funds or adequate indemnity against such risk
or liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Trustee.
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Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in respect
of any action taken or suffered or omitted by it hereunder in good faith
and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders pursuant to
the provisions of this Agreement, unless such Certificateholders shall
have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby;
nothing contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (which has not been
cured), to exercise such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other
paper or document, unless requested in writing so to do by Holders of
Certificates of any Class evidencing, as to such Class, Percentage
Interests, aggregating not less than 50%; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such expense or
liability as a condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Master Servicer, if an Event of
Default shall have occurred and is continuing, and otherwise by the
Certificateholder requesting the investigation;
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(vi) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys; and
(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its attorney-in-fact
for purposes of signing any Tax Returns required to be filed on behalf of
the Trust Fund. The Trustee shall sign on behalf of the Trust Fund and
deliver to the Master Servicer in a timely manner any Tax Returns prepared
by or on behalf of the Master Servicer that the Trustee is required to
sign as determined by the Master Servicer pursuant to applicable federal,
state or local tax laws, provided that the Master Servicer shall indemnify
the Trustee for signing any such Tax Returns that contain errors or
omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to
the effect that such contribution will not (i) cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding or (ii)
cause the Trust Fund to be subject to any federal tax as a result of such
contribution (including the imposition of any federal tax on "prohibited
transactions" imposed under Section 860F(a) of the Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document. Except as
otherwise provided herein, the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the Certificates or
of the proceeds of such Certificates, or for the use or application of any funds
paid to the Company or the Master Servicer in respect of the Mortgage Loans or
deposited in or withdrawn from the Custodial Account or the Certificate Account
by the Company or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Trustee.
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Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and any
co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ, and the expenses incurred by the
Trustee or any co-trustee in connection with the appointment of an office or
agency pursuant to Section 8.12) except any such expense, disbursement or
advance as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to hold
the Trustee harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on its part, arising out of, or in connection
with, the acceptance and administration of the Trust Fund, including the costs
and expenses (including reasonable legal fees and expenses) of defending itself
against any claim in connection with the exercise or performance of any of its
powers or duties under this Agreement 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.
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Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Company. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Company may
remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Company determines that the Trustee has failed (i) to distribute or cause to
be distributed to the Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Company) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written notice of such failure, requiring that
the same be remedied, shall have been given to the Trustee by the Company, then
the Company may remove the Trustee and appoint a successor trustee by written
instrument delivered as provided in the preceding sentence. In connection with
the appointment of a successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating
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Agency written confirmation that the appointment of any such successor trustee
will not result in the reduction of the ratings on any class of the Certificates
below the lesser of the then current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Company, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any successor
trustee hereunder), and the Company, the Master Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee may
be merged or converted or with which it may be consolidated or any corporation
or national banking association resulting from any merger, conversion or
consolidation to which the Trustee shall
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be a party, or any corporation or national banking association succeeding to the
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation or national banking association shall be eligible
under the provisions of Section 8.06, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding. The Trustee shall mail notice of any
such merger or consolidation to the Certificateholders at their address as shown
in the Certificate Register.
Section 8.10 Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article 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.
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(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.
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.
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ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.03, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Company to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of all
Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan or, if less than such unpaid
principal balance, the fair market value of the related underlying
property of such Mortgage Loan with respect to Mortgage Loans as to which
title has been acquired if such fair market value is less than such unpaid
principal balance (net of any unreimbursed Advances attributable to
principal) on the day of repurchase plus accrued interest thereon at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of any
Modified Mortgage Loan), as reduced by any Servicing Modification that
constituted an interest rate reduction 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
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purchase price, release to the Master Servicer or the Company, as applicable,
the Mortgage Files pertaining to the Mortgage Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution as a
result of the exercise by the Company of its right to purchase the assets of the
Trust Fund, the Company shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise by the Master Servicer
or the Company of its right to purchase the assets of the Trust Fund or
otherwise). Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the
Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer or
the Company, as applicable (if it is exercising its right to purchase the assets
of the Trust Fund), or by the Trustee (in any other case) by letter to the
Certificateholders mailed not earlier than the 15th day and not later than the
25th day of the month next preceding the month of such final distribution
specifying:
(i) the anticipated Final Distribution Date upon which final
payment of the Certificates is anticipated to be made upon
presentation and surrender of Certificates at the office or agency of
the Trustee therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the Class A
Certificates, Class M Certificates, 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 the Class R
Certificates, upon presentation and surrender of the Certificates by the
Certificateholders thereof, the Trustee shall distribute to the
Certificateholders (i) the amount otherwise distributable on such Distribution
Date, if not in connection with the Master Servicer's or the Company's election
to repurchase, or (ii) if the Master Servicer or the Company elected to so
repurchase, an amount determined as follows: (A) with respect to each
Certificate the outstanding Certificate Principal Balance thereof, plus one
month's Accrued Certificate Interest and (B) with respect to the Class R
Certificates, any excess of the amounts available for distribution (including
the
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repurchase price specified in clause (ii) of subsection (a) of this Section)
over the total amount distributed under the immediately preceding clause (A).
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof), the Trustee shall on
such date cause all funds in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer or
the Company, as applicable (if it exercised its right to purchase the assets of
the Trust Fund), or the Trustee (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer or the Company, as applicable, to contact the
remaining Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the escrow
account. If within nine months after the second notice any Certificates shall
not have been surrendered for cancellation, the Trustee shall pay to the Master
Servicer or the Company, as applicable, all amounts distributable to the holders
thereof and the Master Servicer or the Company, as applicable, shall thereafter
hold such amounts until distributed to such holders. No interest shall accrue or
be payable to any Certificateholder on any amount held in the escrow account or
by the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Section 9.02. Additional Termination Requirements.
(a) The Trust Fund shall be terminated in accordance with the following
additional requirements, unless (subject to Section 10.01(f)) the Trustee and
the Master Servicer have received an Opinion of Counsel (which Opinion of
Counsel shall not be an expense of the Trustee) to the effect that the failure
of the Trust Fund, as the case may be, to comply with the requirements of this
Section 9.02 will not (i) result in the imposition on the Trust of taxes on
"prohibited transactions," as described in Section 860F of the Code, or (ii)
cause the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation
period for the Trust Fund, as the case may be, and specify the first day
of such period in a statement attached to the Trust Fund's final Tax
Return pursuant to Treasury regulations Section 1.860F-1. The Master
Servicer also shall satisfy all of the requirements of a qualified
liquidation for the Trust Fund, as the case may be, under Section 860F of
the Code and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the
time of making of the final
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payment on the Certificates, the Trustee shall sell or otherwise dispose of
all of the remaining assets of the Trust Fund in accordance with the terms
hereof; and
(iii) If the Master Servicer or the Company is exercising its right
to purchase the assets of the Trust Fund, the Master Servicer shall,
during the 90-day liquidation period and at or prior to the Final
Distribution Date, purchase all of the assets of the Trust Fund for cash;
provided, however, that in the event that a calendar quarter ends after
the commencement of the 90-day liquidation period but prior to the Final
Distribution Date, the Master Servicer or the Company shall not purchase
any of the assets of the Trust Fund prior to the close of that calendar
quarter.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for the Trust Fund at the expense of the Trust Fund
in accordance with the terms and conditions of this Agreement.
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ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the
Trust Fund as a REMIC under the Code and, if necessary, under applicable state
law. Such election will be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC election in respect of
the Trust Fund, each of the Class A Certificates (other than the Class A-6
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 Trust Fund other than the regular interests and the interests
represented by the Class R Certificates, respectively.
(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 Trust Fund in the
manner provided under Treasury regulations section 1.860F-4(d) and Treasury
regulations section 301.6231(a)(7)-1. The REMIC Administrator, as tax matters
person, shall (i) act on behalf of the Trust Fund 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 Trust
Fund 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
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liability arising from the Trustee's signing of Tax Returns that contain errors
or omissions. The Trustee and Master Servicer shall promptly provide the REMIC
Administrator with such information, within their respective control, as the
REMIC Administrator may from time to time request for the purpose of enabling
the REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of the Trust Fund.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause the Trust Fund created hereunder to take such actions as
are reasonably within the Master Servicer's or the REMIC Administrator's control
and the scope of its duties more specifically set forth herein as shall be
necessary or desirable to maintain the status thereof as a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). The Master Servicer and the REMIC Administrator
shall not knowingly or intentionally take any action, cause the Trust Fund to
take any action or fail to take (or fail to cause to be taken) any action
reasonably within their respective control, that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status of the
Trust Fund as a REMIC or (ii) 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 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 Trust Fund
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
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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 Trust Fund
or its assets, or causing the Trust Fund to take any action, which is not
expressly permitted under the terms of this Agreement, the Trustee will consult
with the Master Servicer or the REMIC Administrator, as applicable, or its
designee, in writing, with respect to whether such action could cause an Adverse
REMIC Event to occur with respect to the Trust Fund, and the Trustee shall not
take any such action or cause the Trust Fund 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 Trust Fund 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 Trust Fund created hereunder as defined in Section
860F(a)(2) of the Code, on "net income from foreclosure property" of the Trust
Fund as defined in Section 860G(c) of the Code, on any contributions to the
Trust Fund 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 otherwise (iii) against amounts
on deposit in the Custodial Account as provided by Section 3.10 and on the
Distribution Date(s) following such reimbursement the aggregate of such taxes
shall be allocated in reduction of the Accrued Certificate Interest on each
Class entitled thereto in the same manner as if such taxes constituted a
Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income
tax purposes, maintain books and records with respect to the Trust Fund 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 Trust Fund 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 Trust Fund
will not cause the Trust Fund to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject the Trust Fund to any tax under the
REMIC Provisions or other applicable provisions of federal, state and local law
or ordinances.
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(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which the Trust Fund will
receive a fee or other compensation for services nor permit either such REMIC to
receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Principal Balance of each Class of Certificates (other than the
Class A-6 Certificates and the Uncertificated REMIC Regular Interests, which
have no Certificate Principal Balance) representing a regular interest in the
Trust Fund is January 25, 2009, which is the Distribution Date one month
immediately following the latest scheduled maturity of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator
shall prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations"
for the Trust Fund.
(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 Trust Fund, (iii) the
termination of the Trust Fund 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 Trust Fund, nor sell or dispose of any investments in
the Custodial Account or the Certificate Account for gain nor accept any
contributions to the Trust Fund 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 Trust Fund as a REMIC or (b) unless
the Master Servicer has determined in its sole discretion to indemnify the Trust
Fund against such tax, cause the Trust Fund 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
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REMIC Provisions, including without limitation, any penalties arising from the
Trustee's execution of Tax Returns prepared by the REMIC Administrator that
contain errors or omissions; provided, however, that such liability will not be
imposed to the extent such breach is a result of an error or omission in
information provided to the REMIC Administrator by the Master Servicer in which
case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Company, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Company or the Trustee, as a result of a breach
of the Master Servicer's covenants set forth in this Article X or in Article III
with respect to compliance with the REMIC Provisions, including without
limitation, any penalties arising from the Trustee's execution of Tax Returns
prepared by the Master Servicer that contain errors or omissions.
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ARTICLE XI
[RESERVED]
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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
Trust Fund, provided that (A) such change shall not result in reduction of
the rating assigned to any such Class of Certificates below the lower of
the then-current rating or the rating assigned to such Certificates as of
the Closing Date, as evidenced by a letter from each Rating Agency to such
effect, and (B) such change shall not (subject to Section 10.01(f)), as
evidenced by an Opinion of Counsel (at the expense of the party seeking so
to modify, eliminate or add such provisions), cause either the Trust Fund
or any of the Certificateholders (other than the transferor) to be subject
to a federal tax caused by a transfer to a Person that is not a Permitted
Transferee, or
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(vi) to make any other provisions with respect to matters or questions
arising under this Agreement or such Custodial Agreement which shall not be
materially inconsistent with the provisions of this Agreement, provided
that such action shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any
Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66% of the Percentage Interests of each Class of Certificates affected thereby,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate,
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel (subject to Section 10.01(f) and at the expense
of the party seeking such amendment) to the effect that such amendment or the
exercise of any power granted to the Master Servicer, the Company or the Trustee
in accordance with such amendment will not result in the imposition of a federal
tax on the Trust Fund or cause 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
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Trustee for the benefit of the Class B Certificateholders, but shall not be and
shall not be deemed to be under any circumstances included in the Trust Fund. To
the extent that any such instrument or fund constitutes a reserve fund for
federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of the Trust Fund, (ii) any such reserve
fund shall be owned by the Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of Treasury
Regulation Section 1.860G-2(h) as it reads as of the Cut-off Date. In connection
with the provision of any such instrument or fund, this Agreement and any
provision hereof may be modified, added to, deleted or otherwise amended in any
manner that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be made by written
instrument executed or consented to by the Company but without the consent of
any Certificateholder and without the consent of the Master Servicer or the
Trustee being required unless any such amendment would impose any additional
obligation on, or otherwise adversely affect the interests of the Class A
Certificateholders, the Class R Certificateholders, the Class M
Certificateholders, the Master Servicer or the Trustee, as applicable; provided
that the Company obtains (subject to Section 10.01(f)) an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code and (b) the Trust Fund to
fail to qualify as a REMIC at any time that any Certificate is outstanding. In
the event that the Company elects to provide such coverage in the form of a
limited guaranty provided by General Motors Acceptance Corporation, the Company
may elect that the text of such amendment to this Agreement shall be
substantially in the form attached hereto as Exhibit M (in which case
Residential Funding's Subordinate Certificate Loss Obligation as described in
such exhibit shall be established by Residential Funding's consent to such
amendment) and that the limited guaranty shall be executed in the form attached
hereto as Exhibit N, with such changes as the Company shall deem to be
appropriate; it being understood that the Trustee has reviewed and approved the
content of such forms and that the Trustee's consent or approval to the use
thereof is not required.
Section 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 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
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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.
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.
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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 and the Trustee in writing by the Company, (b) in the case of the
Master Servicer, 10 Universal City Plaza, Suite 2100, Universal City, California
91608, Attention: Ms. Becker or such other address as may be hereafter furnished
to the Company and the Trustee by the Master Servicer in writing, (c) in the
case of the Trustee, 3 Park Plaza, 16th Floor, Irvine, California 92614,
Attention: Residential Funding Corporation Series 1998-NS1 or such other address
as may hereafter be furnished to the Company and the Master Servicer in writing
by the Trustee, (d) in the case of Fitch, Fitch IBCA, Inc., One State Street
Plaza, New York, New York 10004, or such other address as may hereafter be
furnished to the Company, Trustee and the Master Servicer in writing by Fitch
and (e) in the case of Standard & Poor's, 25 Broadway, New York, New York 10004
or such other address as may be hereafter furnished to the Company, Trustee and
Master Servicer by Standard & Poor's. Any notice required or permitted to be
mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such holder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 12.0Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket
fidelity bond and the errors and omissions insurance policy required by
Section 3.12 or the cancellation or modification of coverage under any
such instrument,
(e) the statement required to be delivered to the Holders of each
Class of Certificates pursuant to Section 4.03,
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(f) the statements required to be delivered pursuant to Sections
3.18 and 3.19,
(g) a change in the location of the Custodial Account or the
Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders
of any Class of Certificates resulting from the failure by the Master
Servicer to make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section 12.0Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 12.0Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a separate
Article hereto (a "Supplemental Article") for the purpose of resecuritizing any
of the Certificates issued hereunder, under the following circumstances. With
respect to any Class or Classes of Certificates issued hereunder, or any portion
of any such Class, as to which the Company or any of its Affiliates (or any
designee thereof) is the registered Holder (the "Resecuritized Certificates"),
the Company may deposit such Resecuritized Certificates into a new REMIC,
grantor trust or custodial arrangement (a "Restructuring Vehicle") to be held by
the Trustee pursuant to a Supplemental Article. The instrument adopting such
Supplemental Article shall be executed by the Company, the Master Servicer and
the Trustee; provided, that neither the Master Servicer nor the Trustee shall
withhold their consent thereto if their respective interests would not be
materially adversely affected thereby. To the extent that the terms of the
Supplemental Article do not in any way affect any provisions of this Agreement
as to any of the Certificates initially issued hereunder, the adoption of the
Supplemental Article shall not constitute an "amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof.
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<PAGE>
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 or other entity not subject to taxation
for federal income tax purposes and (ii) the adoption of the Supplemental
Article will not endanger the status of the Trust Fund as a REMIC or (subject to
Section 10.01(f)) result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC as set
forth in Section 860G(d) of the Code).
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<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:
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<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ___ day of April, 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 April, 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]
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<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the __ day of April, 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]
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<PAGE>
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE").
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS APRIL 29, 1998. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 200% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN ISSUED
WITH NO MORE THAN $_____ OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, THE YIELD TO MATURITY IS ___% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE
INITIAL ACCRUAL PERIOD IS NO MORE THAN $_______ PER $1,000 OF INITIAL
CERTIFICATE PRINCIPAL BALANCE, COMPUTED USING THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY
OF THE PASS-THROUGH RATE.]
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A-1
<PAGE>
Certificate No. __ [_____%] [Adjustable][Variable] Pass-Through
Rate
Class A-__ Senior
Date of Pooling and Servicing Percentage Interest: ____%
Agreement and Cut-off Date:
April 1, 1998
First Distribution Date: Aggregate Initial [Certificate Principal Balance]
May 26, 1998 [Notional Amount] of the Class A-__ Certificates:
$------------
Master Servicer: Initial [Certificate Principal
Residential Funding Corporation Balance] [Notional Amount] of this Certificate:
$------------
Assumed Final CUSIP _________
Distribution Date:
April 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-NS1
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 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 or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This certifies that _____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Initial [Certificate Principal Balance] [Notional Amount] of this
Certificate by the aggregate Initial [Certificate Principal Balance] [Notional
Amount] of all Class A-___ Certificates, both as specified above) in certain
distributions with respect to the Trust Fund consisting primarily of an interest
in a pool of conventional one- to four-family fixed interest rate first mortgage
loans (the "Mortgage Loans"), 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
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A-2
<PAGE>
below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement
dated as specified above (the "Agreement") among the Company, the Master
Servicer and Bankers Trust Company as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of [interest
and] [principal], if any, required to be distributed to Holders of Class A-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial [Certificate Principal Balance] [Notional Amount] of this
Certificate is set forth above. The [Certificate Principal Balance] [Notional
Amount] hereof will be reduced to the extent of distributions allocable to
principal and any Realized Losses allocable hereto.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such
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A-3
<PAGE>
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
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A-4
<PAGE>
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity or other liquidation of
the last Mortgage Loan subject thereto or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan
and (ii) the purchase by the Master Servicer or the Company from the Trust Fund
of all remaining Mortgage Loans and all property acquired in respect of such
Mortgage Loans, thereby effecting early retirement of the Certificates. The
Agreement permits, but does not require, the Master Servicer or the Company to
(i) purchase at a price determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii)
purchase in whole, but not in part, all of the Certificates from the Holders
thereof; provided, that any such option may only be exercised if the Pool Stated
Principal Balance of the Mortgage Loans as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of
the Cut-off Date Principal Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
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A-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: April 29, 1998 BANKERS TRUST COMPANY, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY, as
Certificate Registrar
By:
Authorized Signatory
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A-6
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to for the account of account number , or, if mailed by check,
to Applicable statements should be mailed to .
This information is provided by , the assignee named
- ----------------------------- above, or , as its agent.
- ----------------------------------
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES [,] [AND] [CLASS R CERTIFICATES] [,] [AND CLASS M-1 CERTIFICATES]
[,] [AND CLASS M-2 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE
PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS
CERTIFICATE IS APRIL 29, 1998. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT ___% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN
ISSUED WITH NO MORE THAN $______________OF OID PER $1,000 OF INITIAL
CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ______% AND
THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $______________-_PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT
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<PAGE>
A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY
OTHER RATE.]
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B-2
<PAGE>
Certificate No. ___ ____% Pass-Through Rate
Class M- Mezzanine Aggregate Certificate
Principal Balance
of the Class M Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
April 1, 1998 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
May 26, 1998
CUSIP: ____________
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
April 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-NS1
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 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 or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This certifies that _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Certificate Principal Balance of this Certificate by the aggregate
Certificate Principal Balance of all Class M-__ Certificates, both as specified
above) in certain distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to below). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of certain
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<PAGE>
of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class M Certificate will be made unless the
Trustee has received either (i) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Master Servicer
with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975
of the Internal Revenue Code (the "Code") and stating, among other things, that
the transferee's acquisition of a Class M Certificate will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code or (ii) a representation letter, in the form as
described by the Agreement, either stating that the transferee is not an
employee benefit or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including
an investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan, or stating that the transferee is an insurance company, the
source of funds to be used by it to purchase the Certificate is an "insurance
company general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under PTCE
95-60.
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B-4
<PAGE>
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
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<PAGE>
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: April 29, 1998 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
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<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to for the account of account number , or, if mailed by check,
to Applicable statements should be mailed to .
This information is provided by , the assignee named
- ----------------------------- above, or , as its agent.
- ----------------------------------
<PAGE>
EXHIBIT 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] [,] [AND]
[CLASS B-1 CERTIFICATES] [AND] [CLASS B-2 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 APRIL 29, 1998. ASSUMING THAT THE MORTGAGE
LOANS PREPAY AT ___% OF THE STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $___
OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO
MATURITY IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT
THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE.
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<PAGE>
Certificate No. __ ____ % Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
Date of Pooling and Servicing the Cut-off Date:
Agreement and Cut-off Date: $_______________
April 1, 1998
Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
May 26, 1998
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
April 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-NS1
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 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 or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage 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 B-__ Certificates, both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
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<PAGE>
Master Servicer and Bankers Trust Company, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class
B-__ Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class B Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee will also require either (i) an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee, the Company 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
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<PAGE>
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 PTCE
95-60.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
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<PAGE>
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.
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: April 29, 1998 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
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<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to for the account of account number , or, if mailed by check,
to Applicable statements should be mailed to .
This information is provided by , the assignee named
- ----------------------------- above, or , as its agent.
- ----------------------------------
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A
NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS
DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE
UNDER APPLICABLE LAW, 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 POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO
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<PAGE>
LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY
ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH.
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<PAGE>
Certificate No. ___ ____% Pass-Through Rate
Class R Senior Aggregate Initial Certificate Principal
Balance of the Class R Certificates:
$100.00
Date of Pooling and Servicing Percentage Interest: ______%
Agreement and Cut-off Date:
April 1, 1998
First Distribution Date: Initial Certificate Principal
May 26, 1998 Balance of this Certificate:
$---------------
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP ____________
April 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1998-NS1
evidencing a percentage interest in any distributions allocable to the
Class R 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 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 or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage 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 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
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<PAGE>
Servicing Agreement dated as specified above (the "Agreement") among the
Company, the Master Servicer and Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
No transfer of this Class R Certificate will be made unless the
Trustee has received either (i) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Master Servicer
with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")
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<PAGE>
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
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evidencing the same Class and aggregate Percentage Interest will be issued to
the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purpose have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: April 29, 1998 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
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to for the account of account number , or, if mailed by check,
to Applicable statements should be mailed to .
This information is provided by , the assignee named
- ----------------------------- above, or , as its agent.
- ----------------------------------
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of April 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.,
as company (together with any successor in interest, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with any successor in interest
or successor under the Pooling Agreement referred to below, the "Master
Servicer"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together with any
successor in interest or any successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and the Trustee have
entered into a Pooling and Servicing Agreement, dated as of April 1, 1998,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1998-NS1 (as in effect on the date of
this agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Company and the Master Servicer under the Pooling
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Company, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling Agreement, unless
otherwise required by the context herein.
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ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage
Files. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the "Mortgage Files") and
declares that it holds and will hold the Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Company for the purpose of recording it in the
appropriate public office for real property records, and the Company, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall deliver to
the Trustee an Initial Certification in the form annexed hereto as Exhibit One
evidencing receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the Certificates, the
Custodian agrees, for the benefit of Certificateholders, to review, in
accordance with the provisions of Section 2.02 of the Pooling Agreement, each
Mortgage File, and shall deliver to the Trustee an Interim Certification in the
form annexed hereto as Exhibit Two to the effect that all documents required to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement have been
executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim Certification. Within 45 days of receipt of
the documents required to be delivered pursuant to Section 2.01(c) of the
Pooling Agreement, the Custodian agrees, for the benefit of Certificateholders,
to review, in accordance with the provisions of Section 2.02 of the Pooling
Agreement, each such document, and shall deliver to the Trustee either (i) an
Interim Certification in the form attached hereto as Exhibit Two to the effect
that all such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, except for any exceptions listed on Schedule A attached to such
Interim Certification or (ii) a Final Certification as set forth in subsection
(c) below. The Custodian shall be under no duty or obligation to inspect, review
or examine said documents, instruments, certificates or other papers to
determine that the same are genuine, enforceable, or appropriate for the
represented purpose or that they have actually been recorded or that they are
other than what they purport to be on their face. If in performing the review
required by this Section 2.3 the Custodian finds any document or documents
constituting a part of a Mortgage File to be defective in any material respect,
the Custodian shall promptly so notify the Company, the Master Servicer and the
Trustee. Upon receipt of written notification from the Master Servicer, signed
by a Servicing Officer, that the
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Master Servicer or a Subservicer, as the case may be, has made a deposit into
the Certificate Account in payment for the purchase of the related Mortgage Loan
in an amount equal to the Purchase Price for such Mortgage Loan, the Custodian
shall release to the Master Servicer the
related Mortgage File.
(c) Upon receipt of all documents required to be in the Mortgage
Files the Custodian shall deliver to the Trustee a Final Certification in the
form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage
Files.
Upon receipt of written request from the Trustee, the Custodian
shall as soon as practicable supply the Trustee with a list of all of the
documents relating to the Mortgage Loans then contained in the Mortgage Files.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Master Servicer or the Company as set forth in the Pooling
Agreement or by a Seller in a Seller's Agreement or by Residential Funding or
the Company in the Assignment Agreement with respect to a Mortgage Loan relating
to a Mortgage File, the Custodian shall give prompt written
notice to the Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Mortgage Files. Upon
the repurchase or substitution of any Mortgage Loan pursuant to Article II of
the Pooling Agreement or payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the Custodian by a certification (which certification shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Custodial Account
pursuant to Section 3.07 of the Pooling Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, promptly to release to the Master Servicer the related Mortgage File.
The Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a certificate of a Servicing Officer
requesting that possession of all, or any document constituting part, of the
Mortgage File be released to the Master Servicer and certifying as to the reason
for such release and that such release will not invalidate any insurance
coverage provided in respect of the Mortgage Loan under any of the Required
Insurance Policies. With such certificate, the Master Servicer shall deliver to
the Custodian a trust receipt signed by a Servicing Officer on behalf of the
Master Servicer, and upon receipt of the foregoing, the Custodian shall deliver
the Mortgage File or such document to the Master Servicer. The Master Servicer
shall cause each Mortgage File or any document therein so released to be
returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in
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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 duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or other document constituting a part of a
Mortgage File shall be delivered by the Custodian to the Company or the Master
Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Company hereby agrees to indemnify
and hold the Custodian harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may
incur or with which the Custodian may be threatened by reason of its acting as
custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fee or
charge shall have been caused by reason of any negligent act, negligent failure
to act or willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.
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Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time to
time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Mortgage Files and
no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7 and
shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
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Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Company, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling Agreement and furnish
the Custodian with written copies thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE
DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
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Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the
Certificates or the rights of the holders thereof.
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IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: BANKERS TRUST COMPANY, as Trustee
3 Park Plaza - 16th Floor
Irvine, CA 92614
Attention: Residential Funding
Corporation, Series 1998-NS1
By:
Name:
Title:
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC., as Company
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name:
Title:
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name:
Title:
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Custodian
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name:
Title:
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<PAGE>
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ______________ )
On the _____ day of April, 1998, before me, a notary public in and
for said State, personally appeared _______________________, known to me to be a
______________ of Bankers Trust Company, a national banking association that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
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<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of April, 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
[SEAL]
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<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of April, 1998, before me, a notary public in and
for said State, personally appeared ________________, known to me to be a
_______________ 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 April, 1998, before me, a notary public in and
for said State, personally appeared ________________, known to me to be a
_______________ of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
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EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
April 29, 1998
Bankers Trust Company
3 Park Plaza - 16th Floor
Irvine, CA 92614
Attention: Residential Funding
Corporation, Series 1998-NS1
Re: Custodial Agreement, dated as of April 1, 1998, by and among Bankers Trust
Company, Residential Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates, Series 1998-NS1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
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<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1998
Bankers Trust Company
3 Park Plaza - 16th Floor
Irvine, CA 92614
Attention: Residential Funding
Corporation, Series 1998-NS1
Re: Custodial Agreement dated as of April 1, 1998, by and among Bankers
Trust Company, Residential Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota, National Association, Mortgage
Pass-Through Certificates, Series 1998-NS1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent required pursuant to Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents related to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
[TPW: NY01:648253.1] 16069-00463 05/06/98 11:45AM
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1998
Bankers Trust Company
3 Park Plaza - 16th Floor
Irvine, CA 92614
Attention: Residential Funding
Corporation, Series 1998-NS1
Re: Custodial Agreement dated as of April 1, 1998, by and among Bankers
Trust Company, Residential Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota, National Association, Mortgage
Pass-Through Certificates, Series 1998-NS1
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
[TPW: NY01:648253.1] 16069-00463 05/06/98 11:45AM
<PAGE>
of title from the originator thereof to the Person assigning it to the
Trustee or a copy of such assignment or assignments of the Mortgage
certified by the public recording office in which such assignment or
assignments have been recorded; and
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or a copy
of each modification, assumption agreement or preferred loan agreement
certified by the public recording office in which such document has been
recorded;
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with respect to
any Destroyed Mortgage Note, an original lost note affidavit from the related
Seller or Residential Funding stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with intervening
assignments showing an unbroken chain of title from such originator to the
Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated
stock power (or other similar instrument) executed in blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan as
secured party, each with evidence of recording thereof, evidencing the interest
of the originator under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from the
originator to the Trustee, each with evidence of recording thereof, evidencing
the interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in the
Security Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an unbroken chain of title
from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or preferred
loan agreement, if any, relating to such Cooperative Loan; and
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<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:
[TPW: NY01:648253.1] 16069-00463 05/06/98 11:45AM
E-5
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
1
RUN ON : 04/17/98 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 07.16.32 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1998-NS CUTOFF : 04/01/98
POOL : 0004300
:
:
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 #
______________________________________________________________________________
1331109 283/526 F 284,200.00 ZZ
180 225,943.99 1
2190 FOXHILL DRIVE 7.250 2,594.36 75
7.000 2,594.36 379,000.00
NISKAYUNA NY 12309 2 07/06/93 00
6124757 05 09/01/93 0
4752799 O 08/01/08
0
1332937 385/755 F 248,000.00 ZZ
180 195,108.90 1
28 SHERRI LANE 7.250 2,263.90 80
7.000 2,263.90 310,000.00
WESLEY HILLS NY 10977 2 08/26/93 00
1425726 05 10/01/93 0
3093008633 O 09/01/08
0
1335725 526/755 F 245,700.00 ZZ
180 196,522.02 1
55 PROSPECT HILL ROAD 7.625 2,295.16 64
7.375 2,295.16 385,000.00
HARVARD MA 01451 5 07/23/93 00
1425086 05 09/01/93 0
3282241 O 08/01/08
0
1336799 556/755 F 280,000.00 ZZ
180 222,455.64 1
6952 KLYEAKIN COURT 6.875 2,497.20 44
6.625 2,497.20 646,000.00
MCLEAN VA 22101 5 08/16/93 00
1429646 05 10/01/93 0
1
831287 O 09/01/08
0
1338381 073/755 F 350,000.00 ZZ
180 277,501.12 1
3265 DARK HOLLOW ROAD 6.750 3,097.18 34
6.500 3,097.18 1,050,000.00
TWP OF BUCKINGH PA 18925 5 08/24/93 00
1426876 05 10/01/93 0
2374692 O 09/01/08
0
1338439 653/F06 F 228,265.00 ZZ
168 116,220.68 1
300 STONECREEK LANE 7.375 2,182.60 71
7.125 2,182.60 325,000.00
WARREN OH 44484 2 07/28/93 00
9721291 05 08/01/93 0
191307362349 O 07/01/07
0
1339586 575/695 F 487,000.00 ZZ
180 388,427.07 1
101 MOUNTAINVIEW ROAD 7.125 4,411.40 78
6.875 4,411.40 625,000.00
MOUNT LAUREL TW NJ 08054 2 08/06/93 00
152115 05 10/01/93 0
455001577854313 O 09/01/08
0
1339922 032/652 F 310,000.00 ZZ
180 244,417.02 1
665 VINEYARD DRIVE 6.875 2,764.75 62
6.625 2,764.75 505,000.00
TEMPLETON CA 93465 2 09/07/93 00
1147594 05 11/01/93 0
145783 O 10/01/08
0
1341137 526/652 F 322,200.00 ZZ
180 184,484.32 1
7404 STAGECOACH DRIVE 6.875 2,873.56 89
6.625 2,873.56 364,000.00
PARK CITY UT 84060 1 08/11/93 14
1149715 05 10/01/93 20
8964611 O 09/01/08
0
1
1341809 406/406 F 214,500.00 ZZ
180 173,281.62 1
178 VISCOUNT DRIVE 7.250 1,958.09 68
7.000 1,958.09 320,000.00
AMHERST NY 14221 2 10/21/93 00
1130202 05 12/01/93 0
1130202 O 11/01/08
0
1341862 526/600 F 585,000.00 ZZ
180 460,769.63 1
4541 EAST FOOTHILL DRIVE 7.500 5,423.03 65
7.250 5,423.03 900,000.00
PARADISE VALLEY AZ 85253 2 05/17/93 00
0302740618 05 07/01/93 0
9727710 O 06/01/08
0
1342427 669/514 F 354,000.00 ZZ
180 284,471.05 1
19 RAMBLING BROOK ROAD 7.250 3,231.54 65
7.000 3,231.54 545,000.00
UPPER SADDLE RI NJ 07458 5 09/24/93 00
740631 05 11/01/93 0
10020052 O 10/01/08
0
1342509 526/652 F 252,000.00 ZZ
180 200,210.07 1
7890 SOUTH TYNEDALE COURT 6.875 2,247.48 80
6.625 2,247.48 315,000.00
SANDY UT 84093 1 08/12/93 00
1145895 05 10/01/93 0
8672826 O 09/01/08
0
1342517 069/069 F 500,000.00 ZZ
180 395,365.54 1
5148 LOUISE AVENUE 6.250 4,287.12 20
ENCINO AREA 6.000 4,287.12 2,575,000.00
LOS ANGELES CA 91316 4 09/01/93 00
0031903293 05 11/01/93 0
1903293 O 10/01/08
0
1342557 976/976 F 708,350.00 ZZ
180 542,073.90 1
25 WOODCREST DRIVE 7.500 6,566.50 70
7.250 6,566.50 1,012,000.00
1
ORINDA CA 94563 2 08/19/93 00
038140 05 10/01/93 0
038140824 O 09/01/08
0
1342579 686/686 F 250,000.00 ZZ
180 99,297.15 1
6428 ROYAL POINTE 7.050 2,254.07 59
6.800 2,254.07 425,000.00
WEST BLOOMFIELD MI 48322 1 07/21/93 00
030815090832 05 09/01/93 0
030815090832 O 08/01/08
0
1342724 526/755 F 280,000.00 T
180 225,758.98 1
272 SUMMER STREET 7.125 2,536.33 79
6.875 2,536.33 355,000.00
NORTH ANDOVER MA 01845 2 10/05/93 00
1430736 05 12/01/93 0
3386034 O 11/01/08
0
1342799 635/225 F 340,000.00 ZZ
180 261,899.43 1
152 E. ROCKS ROAD 7.625 3,176.05 70
7.375 3,176.05 486,000.00
NORWALK CT 06851 2 09/22/93 00
9422136 05 11/01/93 0
3225398 O 10/01/08
0
1342802 356/356 F 325,000.00 ZZ
180 259,618.97 1
864 BEAVER COURT 6.875 2,898.53 71
6.625 2,898.53 460,000.00
FREMONT CA 94539 2 09/21/93 00
2003945 05 11/01/93 0
2003945 O 10/01/08
0
1342901 274/181 F 234,500.00 ZZ
180 161,735.83 1
4270 EMPRESS AVENUE 7.500 2,173.85 46
7.125 2,173.85 520,000.00
ENCINO AREA CA 91436 2 07/19/93 00
4745728 05 09/01/93 0
1930615438 O 08/01/08
0
1
1342988 406/406 F 238,400.00 ZZ
180 191,086.32 1
50 DAUPHIN DRIVE 7.125 2,159.50 76
6.875 2,159.50 315,000.00
AMHERST NY 14221 2 09/22/93 00
1165729 05 11/01/93 0
1165729 O 10/01/08
0
1343038 230/230 F 298,000.00 ZZ
180 200,542.30 1
1850 SW EK ROAD 6.625 2,616.43 80
6.375 2,616.43 375,000.00
WEST LINN OR 97068 2 09/15/93 00
807982P 05 11/01/93 0
807982P O 10/01/08
0
1343184 032/652 F 208,000.00 ZZ
180 166,120.94 1
21720 GOLDEN STAR BOULEVARD 6.875 1,855.06 80
6.625 1,855.06 260,000.00
TEHACHAPI CA 93561 2 09/03/93 00
1146638 05 11/01/93 0
59061 O 10/01/08
0
1343219 497/497 F 224,000.00 ZZ
180 138,094.95 1
11491 CEMENT HILL ROAD 6.500 1,951.29 70
6.250 1,951.29 320,000.00
NEVADA CITY CA 95959 2 09/24/93 00
9900206633 05 11/01/93 0
9900206633 O 10/01/08
0
1343250 406/406 F 269,600.00 ZZ
180 216,952.04 1
2 WALNUT GROVE 7.000 2,423.24 80
6.750 2,423.24 337,000.00
TOWN OF PITTSFO NY 14534 2 10/07/93 00
1166362 05 12/01/93 0
1166362 O 11/01/08
0
1343672 356/356 F 430,000.00 ZZ
180 344,391.11 1
1
4570 KINGSWOOD DRIVE 7.375 3,955.69 54
7.125 3,955.69 800,000.00
DANVILLE CA 94506 2 08/23/93 00
2020865 05 10/01/93 0
2020865 O 09/01/08
0
1343740 653/F06 F 256,000.00 ZZ
180 204,499.80 1
500 HIDDEN LAKES DRIVE 6.875 2,283.15 63
6.625 2,283.15 410,000.00
WARREN OH 44484 2 09/01/93 00
9721275 05 11/01/93 0
211302440549 O 10/01/08
0
1343807 526/755 F 499,000.00 ZZ
180 397,814.87 2
1635 47TH STREET 6.750 4,415.70 63
6.500 4,415.70 800,000.00
BROOKLYN NY 11204 2 09/08/93 00
1427046 05 11/01/93 0
8876807 O 10/01/08
0
1343830 283/526 F 211,500.00 ZZ
180 169,262.68 1
30 LANGLEY LANE 6.990 1,899.84 90
6.740 1,899.84 235,000.00
TEWKSBURY MA 01876 2 09/13/93 11
6119121 05 11/01/93 20
4193894 O 10/01/08
0
1344115 299/299 F 584,750.00 ZZ
180 422,481.58 1
2349 HAVERSHAM CLOSE 7.000 5,255.90 76
6.750 5,255.90 770,000.00
VIRGINIA BEACH VA 23454 2 09/14/93 00
227460 05 11/01/93 0
227460 O 10/01/08
0
1344173 597/755 F 518,000.00 ZZ
180 414,343.92 1
9 LLEWELLYN ROAD 7.000 4,655.93 60
6.750 4,655.93 865,000.00
SUMMITT NJ 07901 5 09/27/93 00
1426986 05 11/01/93 0
1
430242 O 10/01/08
0
1344216 560/560 F 400,000.00 R
180 306,574.22 1
2 LAUREL VALLEY 6.125 3,402.50 80
6.000 3,402.50 501,550.00
BIRMINGHAM AL 35242 4 04/23/93 00
220737274 05 06/01/93 0
184649309 O 05/01/08
0
1344217 560/560 F 225,000.00 ZZ
180 174,506.36 1
6675 N. ALTOS SEGUNDO 6.125 1,913.91 57
6.000 1,913.91 399,000.00
TUCSON AZ 85718 1 06/24/93 00
220896229 03 08/01/93 0
444788103 O 07/01/08
0
1344296 560/560 F 71,708.27 ZZ
152 50,079.80 1
1670 PERO LAKE RD 7.695 739.85 68
7.570 739.85 105,500.00
LAPEER MI 48446 2 03/09/93 00
220694624 05 06/01/93 0
156903106 O 01/01/06
0
1344598 588/588 F 432,000.00 ZZ
180 346,958.21 1
25 ROSE LANE 6.875 3,852.82 77
6.625 3,852.82 565,000.00
TOWNSHIP OF SPA NJ 07871 2 10/13/93 00
930605102 05 12/01/93 0
930605102 O 11/01/08
0
1344723 283/526 F 247,500.00 ZZ
180 198,033.76 1
604 WEST ROAD 6.990 2,223.21 90
6.740 2,223.21 275,000.00
RICHMOND MA 01254 2 09/08/93 10
6124772 05 11/01/93 17
4753544 O 10/01/08
0
1
1344739 069/652 F 333,000.00 ZZ
180 264,939.11 1
6929 HEDGEWOOD DRIVE 6.625 2,923.72 74
6.375 2,923.72 450,000.00
RANCHO PALOS VE CA 90274 2 09/21/93 00
1147081 05 11/01/93 0
1904473 O 10/01/08
0
1344929 112/112 F 250,000.00 ZZ
180 199,187.38 1
3908 EAST 98TH STREET 6.750 2,212.27 55
6.500 2,212.27 455,000.00
TULSA OK 74137 5 09/24/93 00
879053 05 11/01/93 0
879053 O 10/01/08
0
1345108 664/600 F 100,000.00 ZZ
180 79,654.95 1
7746 DAVIS 7.375 919.93 42
7.125 919.93 241,000.00
MORTON GROVE IL 60053 2 07/19/93 00
0302740006 05 09/01/93 0
0718544 O 08/01/08
0
1345391 526/652 F 320,000.00 ZZ
180 256,135.04 1
6160 159TH PL SE 7.000 2,876.26 52
6.750 2,876.26 625,000.00
BELLEVUE WA 98006 5 09/09/93 00
7023930 03 11/01/93 0
3240553 O 10/01/08
0
1345580 606/652 F 306,000.00 ZZ
180 246,722.04 1
805 TEXCOCO STREET 7.125 2,771.85 90
6.875 2,771.85 340,000.00
MONTEBELLO CA 90640 2 10/18/93 11
7024003 05 12/01/93 17
32010858 O 11/01/08
0
1345604 526/755 F 350,000.00 ZZ
180 269,575.27 1
230 WILLOW GATE RISE 7.000 3,145.90 80
6.750 3,145.90 440,000.00
1
HOLLISTON MA 01746 2 09/16/93 00
1428126 05 11/01/93 0
338911 O 10/01/08
0
1345622 177/905 F 495,000.00 ZZ
180 316,364.97 1
14196 BRICK RD 7.750 4,659.32 75
7.500 4,659.32 660,000.00
GRANGER IN 46530 2 07/16/93 00
1847911 05 09/01/93 0
1847911 O 08/01/08
0
1345662 686/686 F 224,000.00 ZZ
180 169,425.55 1
24225 WEMBLEY COURT 7.650 2,095.65 42
7.400 2,095.65 540,000.00
VALENCIA CA 91355 2 09/17/92 00
030814506531 03 11/01/92 0
030814506531 O 10/01/07
0
1345754 406/406 F 315,000.00 ZZ
180 253,978.94 1
22 LONGVIEW ROAD 7.125 2,853.37 72
6.875 2,853.37 439,000.00
CROTON NY 10520 5 10/06/93 00
1178565 05 12/01/93 0
1178568 O 11/01/08
0
1345786 073/755 F 323,000.00 ZZ
180 259,274.71 1
4 MANCHESTER COURT 7.850 3,058.85 90
7.350 3,058.85 360,000.00
TWNP OF EGG HAR NJ 08330 2 07/23/93 11
1423476 05 09/01/93 17
2860468 O 08/01/08
0
1345799 417/405 F 285,488.15 ZZ
180 204,276.07 1
3 KYMBERLY DRIVE 7.250 2,606.12 58
7.000 2,606.12 496,500.00
BOONTON TOWNSHI NJ 07005 2 09/09/93 00
9550799 05 11/01/93 0
090800947 O 10/01/08
0
1
1345818 356/356 F 627,000.00 ZZ
180 500,864.98 1
15 LAURELDALE ROAD 6.875 5,591.93 71
6.625 5,591.93 885,000.00
HILLSBOROUGH CA 94010 2 09/20/93 00
2048403 05 11/01/93 0
2048403 O 10/01/08
0
1345821 624/F06 F 428,000.00 ZZ
180 328,452.34 1
5366 OIO DRIVE 6.875 3,817.14 61
6.625 3,817.14 703,000.00
HONOLULU HI 96821 2 09/23/93 00
9725292 05 11/01/93 0
7000300896 O 10/01/08
0
1345823 230/230 F 327,250.00 ZZ
180 259,301.37 1
13250 EDGEWATER LN NE 6.375 2,828.27 40
6.125 2,828.27 825,000.00
SEATTLE WA 98125 1 09/16/93 00
128921H 05 11/01/93 0
128921H O 10/01/08
0
1345826 597/755 F 256,500.00 ZZ
180 205,519.48 1
27 HONEY BROOK DRIVE 7.125 2,323.46 62
6.875 2,323.46 416,500.00
PRINCETON NJ 08540 2 09/28/93 00
1427786 05 11/01/93 0
230625 O 10/01/08
0
1345871 069/069 F 682,500.00 ZZ
180 545,200.02 1
12333 CRAYSIDE LANE 6.875 6,086.91 70
6.625 6,086.91 975,000.00
SARATOGA CA 95070 2 09/16/93 00
0031250026 05 11/01/93 0
1250026 O 10/01/08
0
1345896 069/652 F 285,000.00 ZZ
180 190,680.69 1
1
3 EARLYMORN 6.750 2,522.00 48
6.500 2,522.00 600,000.00
IRVINE CA 92714 2 09/21/93 00
1147016 03 11/01/93 0
1043322 O 10/01/08
0
1345953 608/608 F 269,600.00 ZZ
180 204,981.44 1
479 WALKER ROAD 6.500 2,348.51 80
6.125 2,348.51 337,000.00
WAYNE PA 19087 1 09/30/93 00
50008559 05 11/01/93 0
50008559 O 10/01/08
0
1346002 552/652 F 490,000.00 ZZ
180 389,056.70 1
2140 TURNBULL CANYON ROAD 6.500 4,268.43 56
6.125 4,268.43 875,000.00
HACIENDA HEIGHT CA 91745 2 09/20/93 00
7020787 05 11/01/93 0
501000005 O 10/01/08
0
1346016 526/755 F 319,000.00 ZZ
180 211,748.44 1
2031 W 61ST TERRACE 7.000 2,867.27 71
6.750 2,867.27 450,000.00
MISSION HILLS KS 66208 2 09/27/93 00
1430776 05 11/01/93 0
3103918 O 10/01/08
0
1346035 639/639 F 243,750.00 ZZ
180 196,813.25 1
494 GLENDALE ROAD 6.875 2,173.89 75
6.625 2,173.89 325,000.00
WILBRAHAM MA 01095 2 10/28/93 00
40038714 05 01/01/94 0
40038714 O 12/01/08
0
1346143 559/652 F 269,000.00 ZZ
180 214,884.68 1
1532 JASPER DRIVE 6.875 2,399.09 80
6.625 2,399.09 340,000.00
SUNNYVALE CA 94087 2 09/23/93 00
1145853 05 11/01/93 0
1
7101025 O 10/01/08
0
1346158 069/652 F 296,000.00 ZZ
180 235,500.90 1
18621 JOCOTAL AVENUE 6.625 2,598.87 60
6.375 2,598.87 500,000.00
VILLA PARK CA 92667 2 09/20/93 00
7018740 05 11/01/93 0
1905405 O 10/01/08
0
1346193 069/652 F 257,000.00 ZZ
180 203,637.88 1
1915 SHADOW CANYON DRIVE 6.375 2,221.13 80
6.125 2,221.13 325,000.00
ACTON AREA CA 93510 2 09/20/93 00
7019292 03 11/01/93 0
1200807 O 10/01/08
0
1346222 487/163 F 517,500.00 ZZ
180 389,798.19 1
12 STRATHMORE ROAD 7.375 4,760.60 75
7.125 4,760.60 690,000.00
GREAT NECK NY 11023 5 08/26/93 00
202214032 05 10/01/93 0
6891057797 O 09/01/08
0
1346253 526/755 F 205,000.00 ZZ
180 165,258.19 1
51 CLEVELAND ROAD 7.125 1,856.96 59
6.875 1,856.96 350,000.00
WELLESLEY MA 02181 2 10/04/93 00
1435876 05 12/01/93 0
3320736 O 11/01/08
0
1346330 626/652 F 266,250.00 ZZ
180 213,836.94 1
16955 HANGTREE ROAD 6.875 2,374.57 75
6.625 2,374.57 355,000.00
GRASS VALLEY CA 95949 5 09/29/93 00
1147768 05 12/01/93 0
452425 O 11/01/08
0
1
1346414 283/526 F 300,000.00 ZZ
180 214,202.16 1
66 BLACKBURNIAN ROAD 6.750 2,654.73 76
6.500 2,654.73 395,000.00
WESTON MA 02193 4 09/30/93 00
6119152 05 12/01/93 0
4194282 O 11/01/08
0
1347874 356/356 F 216,000.00 ZZ
180 170,524.25 1
2741 GLORIETTA CIRCLE 7.125 1,956.60 69
6.875 1,956.60 315,000.00
SANTA CLARA CA 95051 5 09/20/93 00
2044741 05 11/01/93 0
2044741 O 10/01/08
0
1347891 356/356 F 285,000.00 ZZ
180 228,573.21 1
13132 DELSON COURT 7.125 2,581.62 21
6.875 2,581.62 1,370,000.00
LOS ALTOS HILLS CA 94022 2 09/14/93 00
2042364 05 11/01/93 0
2042364 O 10/01/08
0
1347943 069/069 F 272,000.00 ZZ
180 216,115.54 1
1072 SUMMITRIDGE DRIVE 6.875 2,425.85 77
6.625 2,425.85 357,000.00
DIAMOND BAR CA 91765 2 09/21/93 00
0031905595 05 11/01/93 0
1905595 O 10/01/08
0
1348189 076/076 F 337,000.00 ZZ
180 267,373.61 1
10413 210TH AVENUE NORTHEAST 7.125 3,052.65 75
6.875 3,052.65 450,000.00
REDMOND WA 98053 2 07/16/93 00
3192892 05 09/01/93 0
3192892 O 08/01/08
0
1348544 356/356 F 216,850.00 ZZ
180 173,225.56 1
17564 CROSS ROAD 6.875 1,933.99 79
6.625 1,933.99 276,000.00
1
SALINAS CA 93907 2 09/20/93 00
2046647 05 11/01/93 0
2046647 O 10/01/08
0
1348550 739/F06 F 380,000.00 ZZ
180 296,068.33 1
72 UPPER BRIAR ROAD 6.375 3,284.15 55
6.125 3,284.15 700,000.00
KENTFIELD CA 94904 5 10/01/93 00
9716648 05 12/01/93 0
12118 O 11/01/08
0
1348655 069/069 F 230,000.00 ZZ
180 183,994.25 1
2817 COOLIDGE AVENUE 6.625 2,019.39 59
6.375 2,019.39 390,000.00
LOS ANGELES CA 90064 5 10/05/93 00
0031905868 05 12/01/93 0
1905868 O 11/01/08
0
1348657 069/652 F 224,000.00 ZZ
180 171,714.16 1
18879 KILLOCH WAY 6.625 1,966.71 80
NORTHRIDEGE AREA 6.125 1,966.71 280,000.00
LOS ANGELES CA 91326 2 09/23/93 00
1148329 05 11/01/93 0
1905942 O 10/01/08
0
1348659 574/652 F 404,000.00 ZZ
180 321,427.93 1
1248 8TH AVENUE 6.625 3,547.09 80
6.375 3,547.09 505,000.00
SAN FRANCISCO CA 94122 2 09/17/93 00
7017742 05 11/01/93 0
6584 O 10/01/08
0
1348822 069/069 F 300,000.00 ZZ
180 239,648.04 1
3128 ARROWHEAD DRIVE 6.875 2,675.57 66
6.625 2,675.57 460,000.00
LOS ANGELES CA 90068 5 09/20/93 00
0031905843 05 11/01/93 0
1905843 O 10/01/08
0
1
1348832 069/652 F 237,000.00 ZZ
180 29,663.32 1
18479 EAST BUTTONWOOD LANE 6.750 2,097.24 73
UNINCORPORATED AREA 6.500 2,097.24 325,000.00
LOS ANGELES COU CA 91748 2 09/22/93 00
7019136 03 11/01/93 0
1905876 O 10/01/08
0
1349025 032/652 F 267,500.00 ZZ
180 205,054.52 1
13871 WOLF ROAD 7.125 2,423.10 71
6.625 2,423.10 380,000.00
GRASS VALLEY CA 95949 4 10/08/93 00
7021637 05 12/01/93 0
159463 O 11/01/08
0
1349043 356/356 F 238,400.00 ZZ
180 191,469.91 1
4735 ANDREA WAY 6.875 2,126.18 80
6.625 2,126.18 298,000.00
UNION CITY CA 94587 2 09/27/93 00
2030963 05 12/01/93 0
2030963 O 11/01/08
0
1349048 622/652 F 303,000.00 ZZ
180 242,044.86 1
5320 PINERIDGE DRIVE 6.875 2,702.32 77
6.625 2,702.32 393,500.00
LA CRESCENTA (A CA 91214 2 09/24/93 00
7020761 05 11/01/93 0
540636 O 10/01/08
0
1349056 606/652 F 321,000.00 ZZ
180 257,809.17 1
922 SOUTH SIERRA BONITA AVENUE 6.875 2,862.86 76
6.625 2,862.86 425,000.00
LOS ANGELES CA 90036 2 09/29/93 00
7017767 05 12/01/93 0
32010765 O 11/01/08
0
1349129 052/670 F 600,000.00 ZZ
180 473,274.41 1
1
24 B OLD FARM ROAD 7.375 5,519.54 47
7.125 5,519.54 1,300,000.00
DARIEN CT 06820 4 06/25/93 00
3119376453 05 08/01/93 0
0000240788 O 07/01/08
0
1349140 356/356 F 335,000.00 ZZ
180 269,053.16 1
38933 CANYON HEIGHTS DRIVE 6.875 2,987.72 90
6.625 2,987.72 375,000.00
FREMONT CA 94538 2 09/29/93 11
1990902 05 12/01/93 22
1990902 O 11/01/08
0
1349141 356/356 F 223,000.00 ZZ
180 179,101.09 1
5131 SELMA AVENUE 6.875 1,988.84 76
6.625 1,988.84 296,000.00
FREMONT CA 94536 2 09/29/93 00
2026581 03 12/01/93 0
2026581 O 11/01/08
0
1349163 754/754 F 480,000.00 ZZ
156 344,515.67 1
HILL ROAD 7.250 4,760.02 80
7.000 4,760.02 600,000.00
WEST BATH ME 04530 2 09/27/93 00
42028 05 11/01/93 0
42028 O 10/01/06
0
1349283 714/714 F 364,000.00 ZZ
180 292,917.59 1
9949 N VALLEY HILL 7.000 3,271.73 80
6.625 3,271.73 455,000.00
MEQUON WI 53092 2 10/13/93 00
1004340 05 12/01/93 0
1004340 O 11/01/08
0
1349317 597/755 F 350,000.00 ZZ
180 257,752.92 1
59 HERRONTOWN LANE 7.375 3,219.73 61
6.875 3,219.73 580,000.00
PRINCETON NJ 08540 2 11/05/93 00
1434866 05 01/01/94 0
1
230622 O 12/01/08
0
1349331 744/652 F 360,000.00 ZZ
180 276,296.95 1
107 RAY COURT 7.125 3,260.99 68
6.875 3,260.99 530,000.00
FREMONT CA 94536 2 09/29/93 00
7031743 05 12/01/93 0
70388 O 11/01/08
0
1349332 574/652 F 262,000.00 ZZ
180 198,479.52 1
17401 OCEAN DRIVE 6.875 2,336.66 75
6.625 2,336.66 350,000.00
FORT BRAGG CA 95437 5 09/24/93 00
1147552 05 11/01/93 0
6756 O 10/01/08
0
1349362 477/477 F 468,000.00 ZZ
180 377,043.62 1
1517 KINGSFORD DRIVE 7.750 4,405.17 65
7.125 4,405.17 720,000.00
CARMICHAEL CA 95608 5 08/12/93 00
0900056561 05 10/01/93 0
56561 O 09/01/08
0
1349529 543/543 F 271,000.00 T
180 216,583.17 1
63 SOUTH ROAD 7.000 2,435.83 59
CHEBEAGUE ISLAND 6.750 2,435.83 465,000.00
CUMBERLAND ME 04017 2 09/27/93 00
214030465 05 11/01/93 0
214030465 O 10/01/08
0
1349550 356/356 F 270,000.00 ZZ
180 216,114.17 1
3112 PASEO GRANADA 7.000 2,426.84 63
6.750 2,426.84 430,000.00
PLEASANTON CA 94566 2 09/23/93 00
2059525 03 11/01/93 0
2059525 O 10/01/08
0
1
1349579 526/652 F 236,850.00 ZZ
180 180,337.73 1
1014 RICHARD LANE 7.000 2,128.87 58
6.750 2,128.87 415,000.00
DANVILLE CA 94526 2 09/21/93 00
7023922 05 11/01/93 0
8400202 O 10/01/08
0
1349599 731/755 F 260,000.00 T
180 208,289.10 1
169 LINDEN STREET 7.250 2,373.44 75
6.750 2,373.44 350,000.00
RIDGEWOOD NJ 07450 2 09/24/93 00
1427436 05 11/01/93 0
78272 O 10/01/08
0
1349695 356/356 F 236,000.00 ZZ
180 142,805.44 1
1474 SAMEDRA STREET 7.000 2,121.24 70
6.750 2,121.24 340,000.00
SUNNYVALE CA 94087 2 09/24/93 00
2060945 05 11/01/93 0
2060943 O 10/01/08
0
1349708 406/406 F 400,000.00 ZZ
180 321,049.26 1
310 RIVER ROAD 6.875 3,567.42 71
6.625 3,567.42 570,000.00
GRANDVIEW NY 10960 1 10/05/93 00
1160464 05 12/01/93 0
1160464 O 11/01/08
0
1349789 274/181 F 276,600.00 ZZ
180 220,647.95 1
27 BETHANY DRIVE 7.125 2,505.53 69
6.875 2,505.53 405,000.00
IRVINE CA 92715 2 08/27/93 00
4760603 03 10/01/93 0
1930810328 O 09/01/08
0
1349942 047/047 F 220,000.00 ZZ
180 176,691.95 1
422 STAGECOACH ROAD 6.875 1,962.08 80
6.625 1,962.08 275,000.00
1
MILLSTONE TOWNS NJ 08510 1 10/07/93 00
10833208-1 05 12/01/93 0
10833208 O 11/01/08
0
1349999 736/983 F 350,000.00 ZZ
180 273,986.38 1
4526 CAMPOBELLO STREET 6.625 3,072.98 79
6.375 3,072.98 445,500.00
SAN DIEGO CA 92130 2 10/13/93 00
0010047553 05 12/01/93 0
290058 O 11/01/08
0
1350100 195/F06 F 507,500.00 ZZ
180 255,985.83 1
2090 BLAIRMONT DRIVE 7.375 4,668.62 69
7.125 4,668.62 740,000.00
UPPER ST. CLAIR PA 15241 2 09/01/93 00
9727439 05 11/01/93 0
417463036175 O 10/01/08
0
1350183 699/241 F 482,650.00 ZZ
180 381,921.24 1
4700 TOREADOR DRIVE 7.625 4,508.58 67
7.375 4,508.58 725,000.00
AUSTIN TX 78746 2 05/24/93 00
4164547 05 07/01/93 0
0144212 O 06/01/08
0
1350357 559/514 F 217,000.00 ZZ
180 172,399.14 1
3176 MONTECITO MEADOW DRIVE 6.750 1,920.26 58
6.500 1,920.26 380,000.00
SANTA ROSA CA 95404 2 09/28/93 00
861262 05 12/01/93 0
2033157 O 11/01/08
0
1350378 144/144 F 469,811.00 ZZ
180 364,810.29 1
214 MCLAIN STREET 6.750 4,157.40 66
CO/WESTCHESTER 6.500 4,157.40 715,000.00
T/BEDFORD NY 10549 2 10/20/93 00
160519488 05 12/01/93 0
160519488 O 11/01/08
0
1
1350470 554/076 F 219,000.00 ZZ
180 174,102.95 1
21 WILLOWDALE ROAD 7.000 1,968.43 71
6.750 1,968.43 310,000.00
TOPSFIELD MA 01983 2 10/22/93 00
8645390 05 12/01/93 0
8645390 O 11/01/08
0
1350553 356/356 F 280,000.00 ZZ
180 225,320.98 1
521 KNOLLWOOD COURT 7.000 2,516.72 72
6.750 2,516.72 390,000.00
DANVILLE CA 94506 2 10/01/93 00
2059749 03 12/01/93 0
2059749 O 11/01/08
0
1350583 356/356 F 265,000.00 ZZ
180 182,774.34 1
1941 AMALFI WAY 6.875 2,363.42 61
6.625 2,363.42 440,000.00
MOUNTAIN VIEW CA 94040 2 10/06/93 00
2070605 05 12/01/93 0
2070605 O 11/01/08
0
1350601 672/447 F 264,750.00 ZZ
180 210,638.47 1
1439 SAN FELIPE DRIVE 6.625 2,324.49 75
6.375 2,324.49 353,000.00
BOULDER CITY NV 89005 5 09/30/93 00
1976955 05 11/01/93 0
0149027691 O 10/01/08
0
1350714 356/356 F 254,000.00 ZZ
180 203,998.27 1
7022 CORTE BLANCA 6.875 2,265.32 67
6.625 2,265.32 380,000.00
PLEASANTON CA 94566 2 09/28/93 00
2064103 05 12/01/93 0
2064103 O 11/01/08
0
1350757 356/356 F 300,000.00 ZZ
180 240,943.15 1
1
10195 MANFRE ROAD 6.875 2,675.57 71
6.625 2,675.57 425,000.00
MORGAN HILL CA 95037 2 09/29/93 00
2054385 05 12/01/93 0
2054385 O 11/01/08
0
1350908 010/F06 F 268,000.00 ZZ
180 213,298.53 1
6152 CHESEBRO ROAD 6.375 2,316.20 62
6.125 2,316.20 435,000.00
AGOURA HILLS CA 91301 2 10/01/93 00
9710989 05 12/01/93 0
19158963 O 11/01/08
0
1350956 751/652 F 228,750.00 ZZ
180 176,001.81 1
22221 MISTON DRIVE 6.500 1,992.66 78
WOODLAND HILLS AREA 6.125 1,992.66 295,000.00
LOS ANGELES CA 91364 2 09/24/93 00
7021496 05 11/01/93 0
101011 O 10/01/08
0
1351005 356/356 F 242,000.00 ZZ
180 165,868.68 1
11121 CHADWICK PLACE 6.875 2,158.29 50
6.625 2,158.29 493,000.00
CUPERTINO CA 95014 2 09/29/93 00
2084382 05 12/01/93 0
2084382 O 11/01/08
0
1351006 112/112 F 275,000.00 ZZ
180 219,113.43 1
3130 EAST 67TH STREET 6.375 2,376.69 57
6.125 2,376.69 490,000.00
TULSA OK 74136 5 10/25/93 00
960121 05 12/01/93 0
960121 O 11/01/08
0
1351019 356/356 F 320,000.00 ZZ
180 257,509.16 1
6857 HAMPTON DRIVE 7.000 2,876.26 57
DRIVE 6.750 2,876.26 565,000.00
SAN JOSE CA 95120 5 10/05/93 00
2108587 05 12/01/93 0
1
2108587 O 11/01/08
0
1351030 406/406 F 250,000.00 ZZ
180 201,179.55 1
32 VALLEY PARK DRIVE 7.000 2,247.07 57
6.750 2,247.07 440,000.00
PARMA NY 14559 2 10/21/93 00
1170752 05 12/01/93 0
1170752 O 11/01/08
0
1351037 632/755 F 400,000.00 ZZ
180 319,990.29 1
15166 WILES DRIVE 6.625 3,511.98 30
6.375 3,511.98 1,340,000.00
CAPTIVA FL 33924 2 10/01/93 00
1429706 05 12/01/93 0
5501405 O 11/01/08
0
1351130 406/406 F 500,000.00 ZZ
180 403,719.02 1
1 STRATTON ROAD 6.875 4,459.27 38
6.625 4,459.27 1,350,000.00
PURCHASE NY 10571 5 11/10/93 00
1220979 03 01/01/94 0
1171438 O 12/01/08
0
1351146 356/356 F 315,600.00 ZZ
180 252,186.43 1
11667 TESLA ROAD 6.875 2,814.70 75
6.625 2,814.70 425,000.00
LIVERMORE CA 94550 2 09/29/93 00
2064624 05 12/01/93 0
2064624 O 11/01/08
0
1351205 246/448 F 333,700.00 ZZ
180 268,009.48 1
1103 ROBINDALE DRIVE 6.875 2,976.12 44
6.625 2,976.12 760,000.00
GREAT FALLS VA 22066 2 10/14/93 00
84900 05 12/01/93 0
84900 O 11/01/08
0
1
1351263 144/144 F 300,000.00 ZZ
180 240,469.32 1
115 TRUMBULL ROAD 6.750 2,654.73 56
T/NORTH HEMPSTEAD 6.500 2,654.73 545,000.00
V/MUNSEY PARK NY 11030 2 10/14/93 00
00 05 12/01/93 0
00 O 11/01/08
0
1351335 356/356 F 298,000.00 ZZ
180 239,337.04 1
6500 BRET HARTE COURT 6.875 2,657.73 74
6.625 2,657.73 405,000.00
CASTRO VALLEY CA 94552 2 10/04/93 00
2069185 05 12/01/93 0
2069185 O 11/01/08
0
1351428 356/356 F 460,000.00 ZZ
180 370,169.60 1
1086 GRAY FOX CIRCLE 7.000 4,134.62 77
6.750 4,134.62 600,000.00
PLEASANTON CA 94566 2 09/28/93 00
2059905 05 12/01/93 0
0064507 O 11/01/08
0
1351433 372/372 F 328,000.00 ZZ
180 263,431.80 1
102 VIA SEVILLA 6.875 2,925.28 80
(REDONDO BEACH AREA) 6.625 2,925.28 410,000.00
TORRANCE CA 90277 2 10/18/93 00
6273395 05 12/01/93 0
6273395 O 11/01/08
0
1351550 356/356 F 260,000.00 ZZ
180 208,817.23 1
2766 CALLE DE LA LOMA 6.875 2,318.83 74
6.625 2,318.83 352,000.00
PLEASANTON CA 94566 2 10/06/93 00
2064921 05 12/01/93 0
2064921 O 11/01/08
0
1351551 225/448 F 460,000.00 ZZ
180 356,720.09 1
3812 OLD GUN ROAD 7.125 4,166.82 80
6.875 4,166.82 575,000.00
1
MIDLOTHIAN VA 23113 2 08/17/93 00
2322137 05 10/01/93 0
322137 O 09/01/08
0
1351590 561/755 F 556,000.00 ZZ
180 434,085.85 1
6 ISLAND COURT 7.375 5,114.78 80
7.125 5,114.78 695,000.00
POQUOSON VA 23662 2 09/09/93 00
1425046 05 11/01/93 0
7399413 O 10/01/08
0
1351596 575/755 F 262,000.00 ZZ
180 208,155.28 1
315 VAN BUREN STREET 6.875 2,336.66 66
6.625 2,336.66 400,000.00
FALLS CHURCH VA 22046 5 08/13/93 00
1427616 05 10/01/93 0
8543712 O 09/01/08
0
1351598 575/755 F 250,000.00 ZZ
180 200,228.01 1
211 BRANTWOOD ROAD 7.375 2,299.81 77
7.125 2,299.81 325,000.00
AMHERST NY 14226 1 08/16/93 00
1427546 05 10/01/93 0
4563750 O 09/01/08
0
1351600 575/755 F 222,000.00 ZZ
180 178,869.35 1
7295 JEWETT HOLMWOOD ROAD 8.125 2,137.60 80
7.875 2,137.60 280,000.00
ORCHARD PARK NY 14127 2 07/29/93 00
1427506 05 10/01/93 0
4562954 O 09/01/08
0
1351602 575/755 F 233,000.00 ZZ
180 184,357.24 1
5105 WESTBARD AVENUE #6 7.375 2,143.42 73
7.125 2,143.42 320,000.00
BETHESDA MD 20816 2 07/26/93 00
1427566 05 09/01/93 0
854107042112316 O 08/01/08
0
1
1351624 614/600 F 512,000.00 ZZ
180 339,909.68 1
710 MARGARET STREET 7.000 4,602.00 64
6.750 4,602.00 810,000.00
SAN JOSE CA 95112 2 09/08/93 00
303622328 05 11/01/93 0
2700000398 O 10/01/08
0
1351712 624/F06 F 250,000.00 ZZ
180 201,179.55 1
22673 WOODRIDGE COURT 7.000 2,247.07 41
6.750 2,247.07 610,000.00
CUPERTINO CA 95014 2 10/08/93 00
9724964 05 12/01/93 0
3011513980 O 11/01/08
0
1351731 225/448 F 440,000.00 ZZ
180 350,519.84 1
92 BOUTON ROAD 7.375 4,047.66 80
TOWN OF LEWISBORO 7.125 4,047.66 550,000.00
SOUTH SALEM NY 10590 5 07/23/93 00
0180718 05 09/01/93 0
180718 O 08/01/08
0
1351738 356/356 F 242,000.00 ZZ
180 194,230.70 1
75 DONNA WAY 6.875 2,158.29 71
6.625 2,158.29 345,000.00
OAKLAND CA 94605 2 10/05/93 00
2053965 05 12/01/93 0
2053965 O 11/01/08
0
1351837 429/429 F 230,000.00 ZZ
180 181,867.92 1
25 WALDEN PLACE 6.250 1,972.08 51
6.000 1,972.08 455,750.00
HUNTINGTON NY 11743 2 09/24/93 00
0020226130 05 11/01/93 0
93057278 O 10/01/08
0
1351869 429/429 F 238,000.00 ZZ
180 190,042.44 1
1
111 HAWTHORNE AVENUE 7.250 2,172.61 63
7.000 2,172.61 380,000.00
NEWTON MA 02166 2 09/07/93 00
0020244190 05 11/01/93 0
93072799 O 10/01/08
0
1351887 429/429 F 382,600.00 ZZ
180 300,461.90 1
119 HARVEST LANE 6.250 3,280.50 80
6.000 3,280.50 478,260.00
BROOMALL PA 19008 1 08/16/93 00
0020266060 05 10/01/93 0
93087811 O 09/01/08
0
1351970 447/447 F 328,000.00 ZZ
180 262,223.06 1
11775 NORTH 101ST STREET 7.625 3,063.95 74
7.375 3,063.95 445,000.00
SCOTTSDALE AZ 85260 2 08/18/93 00
1263307 03 10/01/93 0
1263307 O 09/01/08
0
1351974 447/447 F 256,700.00 ZZ
180 142,233.43 1
45 COLONIAL LANE 7.500 2,379.65 58
7.250 2,379.65 450,000.00
DURANGO CO 81301 2 08/16/93 00
1259697 05 10/01/93 0
1259697 O 09/01/08
0
1351987 447/447 F 255,000.00 ZZ
180 205,321.64 1
17 SEA HERO TERRACE 7.750 2,400.26 69
7.500 2,400.26 373,000.00
COLORADO SPRING CO 80906 5 08/27/93 00
1311014 05 10/01/93 0
1311014 O 09/01/08
0
1352007 447/447 F 278,100.00 ZZ
180 220,946.37 1
102 ALIDADE COURT 6.875 2,480.25 90
6.625 2,480.25 309,000.00
CARY NC 27513 1 08/30/93 04
1290092 03 10/01/93 20
1
1290092 O 09/01/08
0
1352019 627/652 F 234,000.00 ZZ
180 188,303.85 1
12336 CARAVEL CIRCLE 7.000 2,103.26 67
6.625 2,103.26 350,000.00
CERRITOS CA 90701 2 10/18/93 00
1148980 05 12/01/93 0
23736 O 11/01/08
0
1352024 356/356 F 226,000.00 ZZ
180 181,510.27 1
25408 WALSH WAY 6.875 2,015.60 80
6.625 2,015.60 285,000.00
HAYWARD CA 94542 2 10/07/93 00
2040004 05 12/01/93 0
2040004 O 11/01/08
0
1352058 447/447 F 295,000.00 ZZ
180 229,761.40 1
814 FOXPOINTE LANE SW 8.125 2,840.51 78
7.875 2,840.51 382,500.00
ROCHESTER MN 55902 2 06/21/93 00
1183434 05 08/01/93 0
1183434 O 07/01/08
0
1352084 447/447 F 325,000.00 ZZ
180 227,675.57 1
4 POST LANE 7.500 3,012.80 80
7.250 3,012.80 410,000.00
SOUTH TALLMAN NY 10982 1 06/02/93 00
1154560 05 08/01/93 0
1154560 O 07/01/08
0
1352153 447/447 F 265,500.00 ZZ
180 213,621.38 1
102 SELLERS LANE 8.000 2,537.26 90
7.750 2,537.26 295,000.00
PORT MATILDA PA 16870 1 07/15/93 11
1222144 05 09/01/93 17
1222144 O 08/01/08
0
1
1352181 447/447 F 465,000.00 ZZ
180 371,021.59 1
519 FOSTER DRIVE 7.500 4,310.61 70
7.250 4,310.61 670,000.00
DES MOINES IA 50312 2 07/23/93 00
1224483 05 09/01/93 0
1224483 O 08/01/08
0
1352224 575/755 F 300,000.00 ZZ
180 220,758.91 1
57 TURNBERRY DRIVE 7.000 2,696.48 61
6.750 2,696.48 499,900.00
AMHERST NY 14221 1 08/25/93 00
1427696 05 10/01/93 0
8544223 O 09/01/08
0
1352259 447/447 F 396,350.00 ZZ
180 312,929.90 1
4737 DOVERCOURT CIRCLE 7.750 3,730.75 74
7.500 3,730.75 540,000.00
CARMICHAEL CA 95608 2 07/23/93 00
1257054 05 09/01/93 0
1257054 O 08/01/08
0
1352284 299/299 F 450,000.00 ZZ
180 356,050.98 1
401 RIVER OAK WAY 6.625 3,950.98 75
6.375 3,950.98 600,000.00
PHENIX CITY AL 36867 2 08/20/93 00
237005 03 10/01/93 0
237005 O 09/01/08
0
1352286 356/356 F 260,000.00 ZZ
180 211,532.21 1
2055 SPRINGWATER DRIVE 7.375 2,391.81 62
7.125 2,391.81 425,000.00
FREMONT CA 94539 2 11/16/93 00
2076560 05 01/01/94 0
2076560 O 12/01/08
0
1352291 575/755 F 303,000.00 ZZ
180 178,762.23 1
8 CHANTILLY LANE 7.500 2,808.85 73
7.250 2,808.85 420,000.00
1
FAIRPORT NY 14450 2 08/13/93 00
1427606 05 10/01/93 0
467003249854352 O 09/01/08
0
1352346 077/377 F 263,050.00 ZZ
180 196,484.75 1
175 VALLEY RUN PLACE 6.875 2,346.02 69
6.625 2,346.02 385,000.00
POWELL OH 43065 2 09/14/93 00
6391247 05 11/01/93 0
326441 O 10/01/08
0
1352351 560/560 F 225,000.00 ZZ
180 178,392.75 1
9117 BRENTMEADE BOULEVARD 6.750 1,991.05 62
6.625 1,991.05 365,000.00
BRENTWOOD TN 37027 5 08/23/93 00
220994024 05 10/01/93 0
183731009 O 09/01/08
0
1352372 560/560 F 238,500.00 ZZ
180 189,848.48 1
11876 DUNES ROAD 7.000 2,143.71 90
6.875 2,143.71 265,000.00
BOYNTON BEACH FL 33436 1 08/27/93 14
220993562 03 10/01/93 17
155773104 O 09/01/08
0
1352375 560/560 F 270,000.00 ZZ
180 216,114.17 1
11 OAK LANE 7.000 2,426.84 74
6.875 2,426.84 365,000.00
MOUNTAIN LAKES NJ 07046 2 09/03/93 00
221020282 05 11/01/93 0
198552606 O 10/01/08
0
1352376 560/560 F 362,300.00 ZZ
180 288,429.05 1
12700 BRUSHWOOD TERRACE 7.000 3,256.45 64
6.875 3,256.45 574,000.00
POTOMAC MD 20854 2 08/24/93 00
220987168 05 10/01/93 0
199367004 O 09/01/08
0
1
1352459 608/608 F 250,000.00 ZZ
180 199,946.47 1
952 HERMAN ROAD 6.950 2,240.09 48
6.700 2,240.09 525,000.00
HORSHAM PA 19044 5 09/24/93 00
50008548 05 11/01/93 0
6752 O 10/01/08
0
1352466 429/429 F 305,000.00 ZZ
180 244,747.95 1
21 SOUTH END AVE APT 640 7.500 2,827.39 62
7.250 2,827.39 495,000.00
NEW YORK NY 10280 5 08/27/93 00
0020198891 06 10/01/93 0
93040079 O 09/01/08
0
1352502 470/470 F 646,000.00 ZZ
180 514,524.89 1
2405 BELLEVIEW ROAD 6.875 5,761.38 67
6.625 5,761.38 975,000.00
AREA OF UPLAND CA 91784 2 10/20/93 00
01155815 05 12/01/93 0
01155815 O 11/01/08
0
1352582 367/367 F 260,000.00 ZZ
180 208,110.40 1
1227 OLD STABLE RD 7.000 2,336.95 54
6.750 2,336.95 490,000.00
MCLEAN VA 22102 2 09/13/93 00
75133523 03 11/01/93 0
75133523 O 10/01/08
0
1352589 047/047 F 250,000.00 T
180 155,825.37 1
9699 EAST BYPASS ROAD #2 7.000 2,247.08 54
6.750 2,247.08 470,000.00
ALTA UT 84092 2 10/27/93 00
10326565-8 01 01/01/94 0
10326565 O 12/01/08
0
1352618 028/755 F 280,000.00 ZZ
180 223,837.11 1
1
1104 HARDEE ROAD 7.000 2,516.72 56
6.750 2,516.72 500,000.00
CORAL GABLES FL 33146 2 09/13/93 00
1428076 05 11/01/93 0
308682 O 10/01/08
0
1352626 487/163 F 298,000.00 ZZ
180 238,999.27 1
59 BEECHWOOD DRIVE 7.125 2,699.38 75
6.875 2,699.38 400,000.00
GLEN HEAD NY 11545 1 09/23/93 00
202201427 05 11/01/93 0
6611067100 O 10/01/08
0
1352627 559/652 F 308,000.00 ZZ
180 246,038.50 1
74 HILLVIEW AVENUE 6.875 2,746.92 80
6.625 2,746.92 385,000.00
LOS ALTOS CA 94022 2 09/16/93 00
1146174 05 11/01/93 0
0604645 O 10/01/08
0
1352759 356/356 F 323,000.00 ZZ
180 247,052.23 1
45 ZACATE PLACE 7.125 2,925.84 66
6.875 2,925.84 490,000.00
FREEMONT CA 94539 2 10/12/93 00
2057107 05 12/01/93 0
2057107 O 11/01/08
0
1352779 367/367 F 217,500.00 ZZ
180 175,026.18 1
807 HOLLY CORNER ROAD 7.000 1,954.95 75
6.750 1,954.95 290,000.00
FALMOUTH VA 22406 5 10/01/93 00
7538913 05 12/01/93 0
7538913 O 11/01/08
0
1352840 230/230 F 250,850.00 ZZ
180 200,673.94 1
18225 8TH AVENUE SW 6.625 2,202.45 75
6.375 2,202.45 334,500.00
SEATTLE WA 98166 5 10/20/93 00
129156F 05 12/01/93 0
1
129156F O 11/01/08
0
1352863 372/372 F 252,000.00 ZZ
180 201,594.34 1
707 MORTON STREET 6.625 2,212.54 80
6.375 2,212.54 315,000.00
ASHLAND OR 97520 2 10/15/93 00
6370225 03 12/01/93 0
6370225 O 11/01/08
0
1352959 267/267 F 282,639.00 ZZ
120 174,687.78 1
62 CASTENADA WAY 7.625 3,373.45 73
7.125 3,373.45 390,000.00
SAN FRANCISCO CA 94116 2 06/08/93 00
7102942 03 08/01/93 0
7102942 O 07/01/03
0
1353141 367/367 F 437,500.00 ZZ
180 349,487.45 1
10117 SNOWHILL LANE 6.875 3,901.86 70
6.625 3,901.86 625,000.00
POTOMAC MD 20854 5 09/22/93 00
7523780 05 11/01/93 0
7523780 O 10/01/08
0
1353142 232/047 F 487,500.00 ZZ
180 354,187.46 1
36 ROYAL PALM DRIVE 7.125 4,415.93 75
6.875 4,415.93 650,000.00
FORT LAUDERDALE FL 33301 5 09/25/93 00
13785321 05 11/01/93 0
785321 O 10/01/08
0
1353213 267/267 F 500,000.00 ZZ
180 396,996.74 1
14900 CAMAROSA DRIVE 6.500 4,355.54 55
6.250 4,355.54 925,000.00
PACIFIC PALISAD CA 90272 2 09/03/93 00
7128702 05 11/01/93 0
7128702 O 10/01/08
0
1
1353241 622/652 F 260,000.00 ZZ
180 207,694.92 1
10452 MATINAL CIRCLE 6.875 2,318.82 80
6.625 2,318.82 325,000.00
SAN DIEGO CA 92127 2 09/15/93 00
1145846 05 11/01/93 0
817992 O 10/01/08
0
1353278 429/429 F 120,000.00 ZZ
180 93,108.99 1
125 CHESTNUT CIRCLE 6.875 1,070.23 69
6.625 1,070.23 175,000.00
NORTHPORT NY 11768 1 10/18/93 00
0020276515 05 12/01/93 0
93092568 O 11/01/08
0
1353308 356/356 F 258,000.00 ZZ
180 205,056.96 1
1099 SIOUX COURT 6.875 2,300.99 50
6.625 2,300.99 525,000.00
FREMONT CA 94539 2 10/14/93 00
2129302 05 12/01/93 0
2129302 O 11/01/08
0
1353380 367/367 F 305,000.00 ZZ
180 244,959.04 1
5117 WAPAKONETA ROAD 6.875 2,720.16 69
6.625 2,720.16 445,000.00
BETHESDA MD 20816 5 10/04/93 00
75134820 05 12/01/93 0
75134820 O 11/01/08
0
1353382 637/637 F 275,000.00 ZZ
180 220,116.39 1
5791 HARRINGTON WAY 7.000 2,471.78 68
6.750 2,471.78 410,000.00
BOCA RATON FL 33496 5 09/20/93 00
3046778 03 11/01/93 0
3046778 O 10/01/08
0
1353398 559/652 F 315,000.00 ZZ
180 251,630.31 1
1605 VALPARAISO AVENUE 6.875 2,809.35 49
6.625 2,809.35 645,000.00
1
MENLO PARK CA 94025 2 09/20/93 00
1145911 05 11/01/93 0
7102429 O 10/01/08
0
1353402 570/652 F 300,000.00 ZZ
180 240,603.04 1
1812 HARDMAN AVENUE 7.125 2,717.50 53
6.625 2,717.50 575,000.00
NAPA CA 94558 5 09/01/93 00
7022825 05 11/01/93 0
5512975 O 10/01/08
0
1353413 367/367 F 350,000.00 ZZ
180 279,574.59 1
2323 49TH STREET NW 6.875 3,121.49 66
6.625 3,121.49 535,000.00
WASHINGTON DC 20007 5 09/10/93 00
75252351 05 11/01/93 0
75252351 O 10/01/08
0
1353426 750/652 F 650,000.00 ZZ
180 518,195.98 1
4575 VIEJA DRIVE 6.750 5,751.91 60
6.500 5,751.91 1,100,000.00
SANTA BARBARA CA 93110 5 09/24/93 00
7017288 03 11/01/93 0
31504094 O 10/01/08
0
1353471 334/652 F 412,500.00 T
180 298,323.18 1
5800 MOONSTONE BEACH DRIVE 6.750 3,650.26 75
6.125 3,650.26 550,000.00
CAMBRIA CA 93428 2 09/16/93 00
1504091 05 11/01/93 0
993524 O 10/01/08
0
1353585 334/652 F 650,000.00 ZZ
180 512,505.31 1
572 MORENO AVENUE 6.750 5,751.92 42
6.125 5,751.92 1,550,000.00
BRENTWOOD CA 90049 1 07/23/93 00
9960253 05 09/01/93 0
996025 O 08/01/08
0
1
1353586 334/652 F 484,000.00 ZZ
180 383,743.62 1
4016 CROMWELL AVENUE 6.750 4,282.97 80
6.125 4,282.97 605,000.00
LOS ANGELES CA 90027 2 08/18/93 00
9962945 05 10/01/93 0
996294 O 09/01/08
0
1353598 267/267 F 215,000.00 ZZ
180 171,629.02 1
7722 SW 84 PLACE 6.875 1,917.49 73
6.625 1,917.49 295,000.00
MIAMI FL 33143 5 09/03/93 00
7117646 05 11/01/93 0
7117646 O 10/01/08
0
1353601 267/267 F 270,000.00 ZZ
120 170,532.83 1
12660 MAGNOLIA COURT 6.750 3,100.26 90
6.500 3,100.26 300,000.00
CORAL SPRINGS FL 33071 2 09/03/93 14
7115767 03 11/01/93 17
7115767 O 10/01/03
0
1353613 267/267 F 452,000.00 ZZ
180 363,222.69 1
1842 FAIRMONT AVENUE 7.250 4,126.15 55
7.000 4,126.15 825,000.00
LA CANADA CA 91011 2 09/01/93 00
7136161 05 11/01/93 0
7136161 O 10/01/08
0
1353642 225/448 F 284,000.00 ZZ
180 227,320.50 1
387 DEN ROAD 7.000 2,552.67 80
6.750 2,552.67 355,000.00
SOUTHERN PINES NC 28387 2 09/20/93 00
2311494 05 11/01/93 0
311494 O 10/01/08
0
1353646 225/448 F 300,000.00 ZZ
180 229,736.84 1
1
2 FINCH LANE 7.000 2,696.48 63
6.750 2,696.48 480,000.00
BEDFORD NY 10506 2 09/15/93 00
2222992 05 11/01/93 0
222992 O 10/01/08
0
1353649 225/448 F 331,800.00 ZZ
180 259,318.60 1
5804 MIDHILL STREET 6.875 2,959.19 79
6.625 2,959.19 425,000.00
BETHESDA MD 20817 2 09/21/93 00
2319999 05 11/01/93 0
2319999 O 10/01/08
0
1353662 217/670 F 307,350.00 ZZ
180 219,253.03 1
133 CHATEAU ST MICHAEL DR 6.875 2,741.12 90
6.625 2,741.12 345,000.00
KENNER LA 70065 2 08/31/93 01
3063738416 05 11/01/93 17
0006373841 O 10/01/08
0
1353668 217/670 F 357,100.00 ZZ
180 274,352.27 1
833 MAXWELL CT 6.875 3,184.82 76
6.625 3,184.82 475,000.00
NASHVILLE TN 37220 2 09/24/93 00
3061084986 05 11/01/93 0
0006108498 O 10/01/08
0
1353717 028/652 F 292,000.00 ZZ
180 231,846.39 1
8027 32ND AVENUE NORTHWEST 6.500 2,543.63 80
6.250 2,543.63 365,000.00
SEATTLE WA 98117 1 09/16/93 00
7018336 05 11/01/93 0
087677 O 10/01/08
0
1353737 612/772 F 248,000.00 ZZ
120 149,860.70 1
1716 CHAUCER 7.000 2,879.50 79
6.750 2,879.50 315,000.00
NAPERVILLE IL 60565 2 09/13/93 00
70015399 05 11/01/93 0
1
70015399 O 10/01/03
0
1353738 612/772 F 375,000.00 ZZ
180 299,560.08 1
955 NORTH BUTTERNUT CIRCLE 6.875 3,344.46 70
6.625 3,344.46 540,000.00
FRANKFORT IL 60423 4 09/17/93 00
70014551 05 11/01/93 0
70014551 O 10/01/08
0
1353741 664/755 F 224,000.00 ZZ
180 167,388.32 1
1833 SUNNYSIDE AVENUE 6.750 1,982.20 59
6.500 1,982.20 380,000.00
HIGHLAND PARK IL 60035 5 09/20/93 00
1427086 05 11/01/93 0
1792142 O 10/01/08
0
1353787 372/372 F 216,000.00 ZZ
180 172,450.30 1
4309 WEST 126TH TERRACE 6.500 1,881.59 90
6.250 1,881.59 240,000.00
LEAWOOD KS 66209 2 10/25/93 10
6269518 05 12/01/93 17
6269518 O 11/01/08
0
1353796 533/533 F 231,000.00 ZZ
180 176,055.21 1
1160 EAGLE MOUNTAIN DRIVE 7.125 2,092.47 72
6.750 2,092.47 322,000.00
BIG BEAR CITY CA 92314 2 09/21/93 00
8100927 05 11/01/93 0
717849 O 10/01/08
0
1353797 561/755 F 232,000.00 ZZ
180 185,697.79 1
120 MENDON LANE 7.000 2,085.29 79
6.750 2,085.29 295,000.00
VIENNA VA 22180 2 09/22/93 00
1427256 09 11/01/93 0
7399330 O 10/01/08
0
1
1353831 028/652 F 257,450.00 ZZ
180 132,231.15 1
2257 COUNTRY CLUB LOOP 7.000 2,314.03 56
6.625 2,314.03 465,000.00
WESTMINSTER CO 80234 2 09/21/93 00
1146141 03 11/01/93 0
091530 O 10/01/08
0
1353835 225/448 F 214,000.00 ZZ
180 169,280.79 1
21 BURNHAM GLEN 7.250 1,953.53 80
7.000 1,953.53 270,000.00
SAN ANTONIO TX 78257 2 07/28/93 00
2326246 05 09/01/93 0
2326246 O 08/01/08
0
1353837 561/755 F 290,600.00 ZZ
180 232,139.38 1
5519 ASHLEIGH ROAD 6.875 2,591.73 75
6.625 2,591.73 387,500.00
FAIRFAX VA 22030 5 09/24/93 00
1427236 03 11/01/93 0
0668764 O 10/01/08
0
1353956 472/652 F 267,000.00 ZZ
180 214,439.86 1
115 SPRAY AVENUE 6.875 2,381.25 72
6.375 2,381.25 375,000.00
MONTEREY CA 93940 2 10/01/93 00
7019078 05 12/01/93 0
006200657006 O 11/01/08
0
1353959 757/757 F 241,000.00 ZZ
180 190,782.96 1
1741 INDIAN CREEK DRIVE 6.750 2,132.64 66
6.500 2,132.64 367,000.00
BIRMINGHAM AL 35243 2 09/22/93 00
7819246 05 11/01/93 0
7819246 O 10/01/08
0
1353973 559/652 F 290,000.00 ZZ
180 182,735.01 1
101 RIO VISTA 6.875 2,586.38 70
6.625 2,586.38 415,000.00
1
LOS GATOS CA 95030 2 09/02/93 00
1146810 09 11/01/93 0
7098999 O 10/01/08
0
1353980 561/755 F 300,000.00 ZZ
180 205,176.00 1
715 DARTMOOR 7.125 2,717.50 75
6.875 2,717.50 400,000.00
WESTFIELD NJ 07090 2 09/23/93 00
1427496 05 11/01/93 0
3759347 O 10/01/08
0
1353982 561/755 F 266,000.00 ZZ
180 50,285.73 1
7 GLENBERRY COURT 6.875 2,372.34 53
6.625 2,372.34 510,000.00
PHOENIX MD 21131 2 09/24/93 00
1427586 05 11/01/93 0
6130876 O 10/01/08
0
1354009 635/225 F 300,000.00 ZZ
180 230,782.46 1
55 INDEPENDENCE CT 6.250 2,572.27 71
6.000 2,572.27 425,000.00
CLIFTON NJ 07013 2 10/29/93 00
9424219 05 01/01/94 0
3344850 O 12/01/08
0
1354109 324/E42 F 246,700.00 ZZ
180 197,464.50 1
513 SUWANEE CIRCLE 7.000 2,217.41 76
6.750 2,217.41 325,000.00
TAMPA FL 33606 2 09/30/93 00
2103020191 05 11/01/93 0
2103020191 O 10/01/08
0
1354113 324/E42 F 264,000.00 ZZ
180 211,731.33 1
2875 NO MARRCREST LANE 7.125 2,391.39 80
6.875 2,391.39 330,000.00
PROVA UT 84601 1 09/17/93 00
2033010724 03 11/01/93 0
2033010724 O 10/01/08
0
1
1354114 324/E42 F 249,750.00 ZZ
180 200,301.97 1
71 MAGNOLIA AVENUE 7.125 2,262.32 75
6.875 2,262.32 333,000.00
GARDEN CITY NY 11530 5 09/20/93 00
2333098421 05 11/01/93 0
2333098421 O 10/01/08
0
1354159 225/448 F 234,000.00 ZZ
180 188,040.35 1
32 COLLEGE ROAD 7.250 2,136.10 67
7.000 2,136.10 353,000.00
WELLESLEY MA 02181 2 09/30/93 00
2341337 05 11/01/93 0
2341337 O 10/01/08
0
1354169 051/652 F 335,500.00 ZZ
180 217,799.20 1
3661 REBEL CIRCLE 6.875 2,992.17 59
6.625 2,992.17 575,000.00
HUNTINGTON BEAC CA 92649 2 10/01/93 00
1147263 03 12/01/93 0
10102290 O 11/01/08
0
1354205 225/448 F 282,000.00 ZZ
180 226,612.36 1
1196 N INLYNNVIEW ROAD 7.250 2,574.28 80
7.000 2,574.28 355,000.00
VIRGINA BEACH VA 23454 2 09/23/93 00
0185993 05 11/01/93 0
0185993 O 10/01/08
0
1354207 225/448 F 250,000.00 ZZ
180 199,306.36 1
80 BOGEY ESTATE DRIVE 6.750 2,212.27 77
6.500 2,212.27 325,800.00
ST CHARLES MO 63303 2 09/23/93 00
2222789 05 11/01/93 0
222789 O 10/01/08
0
1354211 225/448 F 236,000.00 ZZ
180 185,770.29 1
1
25 EVERGREEN PARKWAY 7.000 2,121.24 53
6.750 2,121.24 450,000.00
WESTPORT CT 06880 2 09/29/93 00
2335985 05 11/01/93 0
335985 O 10/01/08
0
1354212 225/448 F 247,000.00 ZZ
180 191,852.48 1
122 STRATHMORE ROAD 6.750 2,185.73 75
6.500 2,185.73 330,000.00
MIDDLEBURY CT 06762 2 09/23/93 00
0186995 05 11/01/93 0
186995 O 10/01/08
0
1354239 225/448 F 219,000.00 ZZ
180 174,592.30 1
4410 ISLAND HILLS DRIVE 6.750 1,937.95 89
6.500 1,937.95 246,600.00
HOUSTON TX 77059 2 09/20/93 14
2338177 03 11/01/93 20
2338177 O 10/01/08
0
1354240 077/377 F 204,000.00 ZZ
180 163,195.06 1
1814 GREY BIRCH ROAD 6.625 1,791.11 74
6.375 1,791.11 278,000.00
FORT WAYNE IN 46804 2 10/04/93 00
6391643 05 12/01/93 0
329522 O 11/01/08
0
1354274 195/K01 F 515,000.00 ZZ
180 409,509.86 1
1318 FLAT ROCK ROAD 6.250 4,415.73 66
6.000 4,415.73 790,000.00
PENN VALLEY PA 19072 2 09/29/93 00
0459905451 05 12/01/93 0
41505000000001 O 11/01/08
0
1354305 028/755 F 294,000.00 ZZ
180 224,627.75 1
4525 DRUMMOND AVE 6.875 2,622.06 73
6.625 2,622.06 405,000.00
CHEVY CHASE MD 20815 5 09/21/93 00
1428586 05 11/01/93 0
1
308930 O 10/01/08
0
1354312 367/367 F 280,000.00 ZZ
180 223,241.92 1
6218 MASSACHUSETTS AVENUE 6.875 2,497.19 61
6.625 2,497.19 463,000.00
BETHESDA MD 20816 5 09/20/93 00
1598001 05 11/01/93 0
1598001 O 10/01/08
0
1354321 637/637 F 247,500.00 T
180 197,313.11 1
7525 RIDGE DRIVE 6.750 2,190.15 75
6.500 2,190.15 330,000.00
PARK CITY UT 84060 1 09/28/93 00
3071156 01 11/01/93 0
3071156 O 10/01/08
0
1354322 637/637 F 225,300.00 T
180 181,049.17 1
1239 FERRY ROAD 7.250 2,056.68 74
UNIT A-2 7.000 2,056.68 305,000.00
SANIBEL FL 33957 2 09/28/93 00
2418325 01 11/01/93 0
2418325 O 10/01/08
0
1354323 594/594 F 445,000.00 ZZ
180 250,087.60 1
1257 FOREST AVENUE 6.625 3,907.08 62
6.375 3,907.08 720,000.00
PALO ALTO CA 94301 2 09/13/93 00
69106607 05 12/01/93 0
69106607 O 11/01/08
0
1354329 531/375 F 250,000.00 ZZ
180 194,443.52 1
407 CANYON ROAD 6.875 2,229.64 69
6.625 2,229.64 365,000.00
YAKIMA WA 98902 1 08/24/93 00
250689 05 10/01/93 0
31719620 O 09/01/08
0
1
1354332 637/637 F 488,000.00 ZZ
180 363,901.78 1
601 N OAKHURST DRIVE 6.625 4,284.61 38
6.375 4,284.61 1,300,000.00
BEVERLY HILLS CA 90210 2 09/22/93 00
2592194 05 11/01/93 0
2592194 O 10/01/08
0
1354335 367/367 F 300,000.00 ZZ
180 242,351.72 1
8612 SNOWHILL COURT 7.250 2,738.59 53
7.000 2,738.59 567,500.00
POTOMAC MD 20854 5 10/07/93 00
1518420215186 05 12/01/93 0
1518420215186 O 11/01/08
0
1354336 241/241 F 235,350.00 ZZ
180 189,125.42 1
3109 MARIGOLD TRAIL 7.250 2,148.42 90
7.000 2,148.42 261,500.00
NORMAN OK 73072 2 08/30/93 04
1735083 05 11/01/93 17
1735083 O 10/01/08
0
1354337 561/755 F 293,000.00 ZZ
180 235,644.19 1
9 OBER ROAD 7.000 2,633.57 65
6.750 2,633.57 455,000.00
PRINCETON NJ 08540 2 10/01/93 00
1428196 05 12/01/93 0
5879176 O 11/01/08
0
1354339 561/755 F 245,000.00 ZZ
180 185,147.26 1
9 OAKWOOD WAY 6.875 2,185.05 67
6.625 2,185.05 370,000.00
ROBBINSVILLE NJ 08691 2 10/01/93 00
1428306 05 12/01/93 0
5879168 O 11/01/08
0
1354347 241/241 F 390,000.00 ZZ
180 312,165.25 1
2464 D PALI HIGHWAY 7.000 3,505.43 52
6.750 3,505.43 750,000.00
1
HONOLULU HI 96817 2 09/15/93 00
1753094 05 11/01/93 0
1753094 O 10/01/08
0
1354348 241/241 F 230,000.00 ZZ
180 183,718.14 1
937 SPINDLETREE AVENUE 6.875 2,051.27 72
6.625 2,051.27 320,000.00
NAPERVILLE IL 60565 2 09/22/93 00
1588094 05 11/01/93 0
1588094 O 10/01/08
0
1354349 241/241 F 406,500.00 ZZ
180 303,959.07 1
2505 AHA AINA PLACE 6.750 3,597.16 46
6.500 3,597.16 900,000.00
HONOLULU HI 96821 2 09/15/93 00
1752922 03 11/01/93 0
1752922 O 10/01/08
0
1354350 313/755 F 316,500.00 ZZ
180 252,829.07 1
2045 MUSTANG DRIVE 6.875 2,822.72 56
6.625 2,822.72 575,000.00
NAPERVILLE IL 60565 2 09/23/93 00
1427836 03 11/01/93 0
5505953 O 10/01/08
0
1354351 313/755 F 478,800.00 ZZ
180 315,630.92 1
8S274 HAMPTON CIRCLE 6.875 4,270.20 60
6.625 4,270.20 800,000.00
NAPERVILLE IL 60540 2 09/24/93 00
1427956 03 11/01/93 0
5505896 O 10/01/08
0
1354352 169/287 F 245,000.00 ZZ
180 195,477.09 1
65 AKENSIDE ROAD 6.800 2,174.83 65
6.550 2,174.83 380,000.00
RIVERSIDE IL 60546 2 09/27/93 00
0306761 05 11/01/93 0
3214072 O 10/01/08
0
1
1354355 169/287 F 309,000.00 ZZ
180 247,133.95 1
1223 EAST 50TH STREET 6.950 2,768.75 59
6.700 2,768.75 530,000.00
CHICAGO IL 60615 2 09/23/93 00
0299461 05 11/01/93 0
3209992 O 10/01/08
0
1354359 313/755 F 242,000.00 ZZ
180 193,316.26 1
209 PINE POINT DRIVE 6.875 2,158.29 33
6.625 2,158.29 750,000.00
HIGHLAND PARK IL 60035 2 09/23/93 00
1427876 05 11/01/93 0
5505912 O 10/01/08
0
1354366 313/755 F 300,000.00 ZZ
180 232,474.39 1
1924 ELMORE AVENUE 6.875 2,675.56 55
6.625 2,675.56 550,000.00
DOWNERS GROVE IL 60515 2 09/23/93 00
1428176 05 11/01/93 0
5505920 O 10/01/08
0
1354376 531/375 F 250,000.00 ZZ
180 160,272.30 1
5540 SW HEWETT BOULEVARD 6.875 2,229.64 77
6.625 2,229.64 325,000.00
PORTLAND OR 97221 2 09/22/93 00
249470 05 11/01/93 0
30923174 O 10/01/08
0
1354379 531/375 F 250,000.00 ZZ
180 199,530.13 1
7416 MERCER TERRACE DRIVE 6.875 2,229.64 72
6.625 2,229.64 350,000.00
MERCER ISLAND WA 98040 5 09/08/93 00
250873 05 11/01/93 0
31739435 O 10/01/08
0
1354380 531/375 F 230,000.00 ZZ
180 155,256.81 1
1
12096 SE 122ND AVENUE 6.875 2,051.27 80
6.625 2,051.27 290,000.00
PORTLAND OR 97236 1 08/20/93 00
250823 05 10/01/93 0
31773349 O 09/01/08
0
1354436 686/686 F 320,000.00 ZZ
180 255,111.21 1
109 COPPER CREEK DRIVE 6.750 2,831.72 80
6.500 2,831.72 401,865.00
FOLSOM CA 95630 1 09/08/93 00
030815322094 05 11/01/93 0
030815322094 O 10/01/08
0
1354444 686/686 F 365,000.00 ZZ
180 292,480.94 1
5615 S FLAGLER DRIVE 7.125 3,306.29 36
6.875 3,306.29 1,040,000.00
WEST PALM BEACH FL 33405 2 09/17/93 00
030815571401 05 11/01/93 0
030815571401 O 10/01/08
0
1354507 686/686 F 358,500.00 ZZ
180 287,293.11 1
23019 NORTH 94TH STREET 7.075 3,237.36 80
6.825 3,237.36 450,000.00
SCOTTSDALE AZ 85255 2 09/23/93 00
030815576293 03 11/01/93 0
030815576293 O 10/01/08
0
1354540 686/686 F 340,000.00 ZZ
180 271,448.95 1
725 NE 36TH STREET 6.500 2,961.77 80
6.250 2,961.77 425,000.00
BOCA RATON FL 33431 5 09/29/93 00
030815571336 05 12/01/93 0
030815571336 O 11/01/08
0
1354552 077/377 F 250,000.00 ZZ
180 199,193.80 1
316 WINDCROFT DRIVE 6.375 2,160.63 74
6.125 2,160.63 342,000.00
WESTERVILLE OH 43081 1 10/07/93 00
6391627 05 12/01/93 0
1
329387 O 11/01/08
0
1354601 225/448 F 252,200.00 ZZ
180 198,549.89 1
3717 WOODBRIDGE PLACE 6.875 2,249.27 61
6.625 2,249.27 415,000.00
PALM HARBOR FL 34684 2 09/28/93 00
2336040 03 11/01/93 0
2336040 O 10/01/08
0
1354603 570/755 F 317,000.00 ZZ
180 252,719.70 1
9531 GWYNNBROOK COVE 6.750 2,805.17 72
6.375 2,805.17 442,000.00
GERMANTOWN TN 38139 2 09/17/93 00
1428136 05 11/01/93 0
5068028 O 10/01/08
0
1354611 694/755 F 370,000.00 ZZ
180 161,259.75 1
46 NATHAN HALE DRIVE 6.875 3,299.87 71
6.625 3,299.87 525,000.00
STAMFORD CT 06902 2 10/05/93 00
1428406 05 12/01/93 0
2000101741 O 11/01/08
0
1354613 550/550 F 425,000.00 ZZ
180 339,848.51 1
615 NORTH HILLCREST ROAD 6.625 3,731.47 23
6.375 3,731.47 1,875,000.00
BEVERLY HILLS CA 90210 2 10/02/93 00
120136093000000 05 12/01/93 0
120136093 O 11/01/08
0
1354621 556/755 F 249,000.00 ZZ
180 193,674.22 1
408 4TH STREET SE 6.875 2,220.72 73
6.625 2,220.72 345,000.00
WASHINGTON DC 20003 2 09/22/93 00
1427916 07 11/01/93 0
730036 O 10/01/08
0
1
1354622 556/755 F 225,000.00 ZZ
180 139,521.51 1
6412 WOODLAND RUN COURT 7.000 2,022.37 54
6.625 2,022.37 424,000.00
CLIFTON VA 22024 2 09/07/93 00
1427926 03 11/01/93 0
831640 O 10/01/08
0
1354623 608/608 F 201,000.00 ZZ
180 160,795.09 1
108 TRIANON LANE 6.625 1,764.77 41
6.375 1,764.77 500,000.00
VILLANOVA PA 19085 2 10/08/93 00
50008710 05 12/01/93 0
50008710 O 11/01/08
0
1354630 069/652 F 264,000.00 ZZ
180 192,083.96 1
22304 WEST DARDENNE STREET 6.625 2,317.91 48
6.375 2,317.91 550,000.00
CALABASAS CA 91302 2 09/27/93 00
7019524 03 12/01/93 0
1906171 O 11/01/08
0
1354647 201/600 F 330,000.00 ZZ
180 77,365.02 1
5 PASCACK ROAD 7.000 2,966.14 50
COUNTY OF BERGEN 6.750 2,966.14 667,000.00
THE BOROUGH OF NJ 07675 2 09/13/93 00
0305566036 05 11/01/93 0
200069160 O 10/01/08
0
1354661 556/755 F 649,950.00 ZZ
180 516,176.99 1
10320 CASTLEFIELD STREET 7.125 5,887.45 70
6.875 5,887.45 940,000.00
ELLICOTT CITY MD 21043 2 09/30/93 00
1428446 03 12/01/93 0
832187 O 11/01/08
0
1354663 614/652 F 259,600.00 ZZ
180 206,839.16 1
743 MELODY LANE 6.875 2,315.25 62
6.625 2,315.25 425,000.00
1
EDMONDS WA 98020 2 09/14/93 00
1147834 05 11/01/93 0
8700115931 O 10/01/08
0
1354702 694/755 F 480,000.00 ZZ
180 296,005.44 1
6 KENSINGTON PLACE 6.875 4,280.90 66
6.625 4,280.90 730,000.00
WESTPORT CT 06880 5 10/05/93 00
1428366 05 12/01/93 0
2000101739 O 11/01/08
0
1354705 367/367 F 230,000.00 ZZ
180 184,723.71 1
13419 ELLIOTT AN CT 6.875 2,051.26 75
6.625 2,051.26 310,000.00
HERNDON VA 22071 2 10/04/93 00
75158472 03 12/01/93 0
75158472 O 11/01/08
0
1354709 367/367 F 330,000.00 ZZ
180 265,037.89 1
9701 KENDALE ROAD 6.875 2,943.12 41
6.625 2,943.12 807,000.00
POTOMAC MD 20854 2 10/01/93 00
7588041 05 12/01/93 0
7588041 O 11/01/08
0
1354712 729/729 F 220,000.00 ZZ
180 167,072.59 1
7885 LANDOWNE DRIVE 6.500 1,916.44 45
6.250 1,916.44 489,000.00
ATLANTA GA 30360 2 10/07/93 00
8078602 03 12/01/93 0
837232 O 11/01/08
0
1354713 241/241 F 270,000.00 ZZ
180 215,683.37 1
3112 EAST 74TH STREET 6.875 2,408.01 65
6.625 2,408.01 420,000.00
TULSA OK 74136 5 09/21/93 00
1769223 05 11/01/93 0
1769233 O 10/01/08
0
1
1354721 429/429 F 400,000.00 ZZ
180 320,169.04 1
19 OVERBROOKE LANE 7.000 3,595.32 29
6.750 3,595.32 1,400,000.00
OLD BROOKVILLE NY 11545 5 09/24/93 00
0020203923 05 11/01/93 0
93041285 O 10/01/08
0
1354725 313/755 F 492,000.00 ZZ
180 392,731.69 1
1012 ROMONA ROAD 6.875 4,387.92 45
6.625 4,387.92 1,100,000.00
WILMETTE IL 60091 2 09/23/93 00
1428276 05 11/01/93 0
5505938 O 10/01/08
0
1354762 550/550 F 500,000.00 ZZ
180 401,346.56 1
714 MINER ROAD 6.875 4,459.27 55
6.625 4,459.27 915,000.00
ORINDA CA 94563 5 10/05/93 00
120136994000000 05 12/01/93 0
120136994 O 11/01/08
0
1354809 559/652 F 292,000.00 ZZ
180 234,648.70 1
6071 MARLA COURT 7.250 2,665.56 70
7.000 2,665.56 420,000.00
SAN JOSE CA 95124 2 09/02/93 00
7020084 05 11/01/93 0
7098072 O 10/01/08
0
1354833 559/652 F 236,500.00 ZZ
180 172,423.73 1
945 LINCOLN AVENUE 7.125 2,142.30 53
6.875 2,142.30 450,000.00
PALO ALTO CA 94301 2 09/28/93 00
7019565 05 12/01/93 0
7103047 O 11/01/08
0
1354841 561/755 F 286,000.00 ZZ
180 229,699.12 1
1
4449 N 38TH STREET 6.875 2,550.71 59
6.625 2,550.71 487,000.00
ARLINGTON VA 22207 2 09/28/93 00
1428536 05 12/01/93 0
5956206 O 11/01/08
0
1354865 559/652 F 272,000.00 ZZ
180 192,875.93 1
1537 NADINA STREET 7.125 2,463.87 74
6.875 2,463.87 368,000.00
SAN MATEO CA 94402 2 09/27/93 00
7019482 05 12/01/93 0
2033819 O 11/01/08
0
1354876 369/369 F 311,500.00 ZZ
180 205,256.67 1
4507 WINDLEDGE CIRCLE 7.375 2,865.57 79
7.125 2,865.57 395,000.00
ZIONSVILLE IN 46077 1 09/23/93 00
47882089 05 11/01/93 0
47882089 O 10/01/08
0
1354877 757/757 F 306,000.00 ZZ
180 203,825.83 1
4805 SOUTHLAKE PARKWAY 6.750 2,707.83 72
6.500 2,707.83 425,000.00
BIRMINGHAM AL 35244 2 09/30/93 00
2058188 05 12/01/93 0
2058188 O 11/01/08
0
1354885 077/377 F 269,000.00 ZZ
180 214,453.21 1
4880 WALTHER ROAD 6.750 2,380.41 58
6.500 2,380.41 468,000.00
KETTERING OH 45429 2 09/24/93 00
6391593 05 11/01/93 0
329294 O 10/01/08
0
1354940 675/675 F 281,250.00 ZZ
180 226,576.57 1
22 GOODNOUGH ROAD 6.750 2,488.81 75
6.500 2,488.81 375,000.00
BROOKLINE MA 02167 5 11/09/93 00
412016 05 01/01/94 0
1
UNKNOWN O 12/01/08
0
1354958 562/562 F 280,000.00 ZZ
180 224,880.21 1
64 BREVOORT ROAD 6.875 2,497.20 75
6.625 2,497.20 374,000.00
CHAPPAQUA NY 10514 2 10/18/93 00
422865 05 12/01/93 0
422865 O 11/01/08
0
1354976 614/652 F 225,000.00 ZZ
180 140,436.17 1
3760 SUNLIGHT COURT 6.375 1,944.56 70
6.125 1,944.56 325,000.00
REDDING CA 96001 2 09/13/93 00
1148030 05 11/01/93 0
7900005389 O 10/01/08
0
1354984 450/652 F 332,000.00 ZZ
180 264,678.40 1
1416 CAMEO DRIVE 6.750 2,937.90 80
6.500 2,937.90 415,000.00
CAMPBELL CA 95008 2 09/16/93 00
7021777 05 11/01/93 0
3462033 O 10/01/08
0
1355007 450/755 F 488,000.00 ZZ
180 391,381.40 1
9 COREY DRIVE 7.125 4,420.46 63
6.875 4,420.46 780,000.00
SOUTH BARRINGTO IL 60010 2 08/31/93 00
1429286 03 11/01/93 0
3397239 O 10/01/08
0
1355008 561/755 F 442,750.00 ZZ
180 293,870.25 1
5809 MELVERN DRIVE 6.875 3,948.69 70
6.625 3,948.69 632,500.00
BETHESDA MD 20817 2 10/07/93 00
1428676 05 12/01/93 0
5956156 O 11/01/08
0
1
1355012 369/369 F 265,000.00 ZZ
180 209,977.41 1
1545 FAIRVIEW DRIVE 6.375 2,290.26 39
6.125 2,290.26 680,000.00
COATESVILLE PA 19330 5 09/13/93 00
47934906 05 11/01/93 0
47934906 O 10/01/08
0
1355015 450/652 F 650,000.00 ZZ
180 516,416.16 1
138 PEPPERWOOD COURT 6.875 5,797.05 57
6.625 5,797.05 1,150,000.00
DANVILLE CA 94526 2 08/02/93 00
1148527 03 10/01/93 0
3461308 O 09/01/08
0
1355016 450/652 F 340,000.00 ZZ
180 268,458.03 1
810 BROMFIELD ROAD 6.500 2,961.77 52
6.250 2,961.77 655,000.00
SAN MATEO CA 94402 2 08/23/93 00
7021892 05 10/01/93 0
3462546 O 09/01/08
0
1355017 450/652 F 299,500.00 ZZ
180 239,726.97 1
27608 VOGUE COURT 7.000 2,691.99 32
6.750 2,691.99 950,000.00
LOS ALTOS HILLS CA 94022 2 09/01/93 00
1148519 05 11/01/93 0
3462306 O 10/01/08
0
1355018 450/755 F 244,000.00 ZZ
180 194,642.42 1
1344 BURR OAK ROAD 7.125 2,210.23 67
6.875 2,210.23 365,000.00
LAKE FOREST IL 60045 2 08/21/93 00
1429256 05 10/01/93 0
3398286 O 09/01/08
0
1355019 450/755 F 300,000.00 ZZ
180 234,803.66 1
3448 LONGFELLOW BLVD. 7.125 2,717.49 86
6.875 2,717.49 350,000.00
1
ST LOUIS MO 63104 1 08/23/93 10
1429266 05 10/01/93 20
3397601 O 09/01/08
0
1355021 069/652 F 250,000.00 ZZ
180 200,390.84 1
12736 JOLETTE AVENUE 6.750 2,212.28 72
6.500 2,212.28 350,000.00
GRANADA HILLS A CA 91344 2 10/06/93 00
1147750 05 12/01/93 0
1906544 O 11/01/08
0
1355023 069/652 F 260,000.00 ZZ
180 180,691.43 1
15441 VISTA HAVEN PLACE 6.750 2,300.77 52
6.500 2,300.77 502,000.00
SHERMAN OAKS AR CA 91403 2 10/06/93 00
1147172 05 12/01/93 0
1907179 O 11/01/08
0
1355029 694/908 F 425,000.00 ZZ
180 333,902.25 1
9 SHANNON DRIVE 6.500 3,702.21 68
6.250 3,702.21 630,000.00
WOODBURY NY 11797 1 10/15/93 00
7340052 05 12/01/93 0
0100101491 O 11/01/08
0
1355036 077/377 F 282,000.00 ZZ
180 225,269.49 1
7800 INDIAN HILL DRIVE 6.875 2,515.03 54
6.625 2,515.03 530,000.00
CINCINNATI OH 45243 2 10/04/93 00
6391346 05 11/01/93 0
327461 O 10/01/08
0
1355174 560/560 F 300,100.00 ZZ
180 239,717.18 1
909 BRIDGECREEK ROAD 6.875 2,676.45 84
6.750 2,676.45 360,000.00
LOUISVILLE KY 40245 2 09/24/93 11
221058290 05 11/01/93 12
178684809 O 10/01/08
0
1
1355175 560/560 F 213,000.00 ZZ
180 170,150.34 1
14143 88TH PLACE 6.875 1,899.65 75
6.750 1,899.65 284,000.00
MAPLE GROVE MN 55369 5 09/08/93 00
221024243 05 11/01/93 0
182917203 O 10/01/08
0
1355181 560/560 F 226,000.00 ZZ
180 180,535.14 1
3509 GREG LANE 6.875 2,015.59 61
6.750 2,015.59 375,000.00
HUNTINGDON VLY PA 19006 2 09/23/93 00
221056146 05 11/01/93 0
410082101 O 10/01/08
0
1355189 560/560 F 235,000.00 ZZ
180 188,099.32 1
35W416 CHATEAU WEST 7.000 2,112.25 69
6.875 2,112.25 344,000.00
WEST DUNDEE IL 60118 2 09/24/93 00
221060981 05 11/01/93 0
401406707 O 10/01/08
0
1355191 560/560 F 300,000.00 ZZ
180 240,127.46 1
5099 TURKEY POINT ROAD 7.000 2,696.48 78
6.875 2,696.48 385,000.00
NORTHEAST MD 21901 2 09/20/93 00
221048861 05 11/01/93 0
410120208 O 10/01/08
0
1355199 560/560 F 236,909.36 ZZ
166 163,324.56 1
5 CHIPMUNK TRAIL 7.750 2,330.52 61
7.000 2,330.52 393,000.00
PITTSFORD NY 14534 1 07/09/93 00
220926075 05 09/01/93 0
156924300 O 06/01/07
0
1355256 267/267 F 471,000.00 ZZ
180 376,999.00 1
1
464 24TH STREET 7.000 4,233.49 44
6.750 4,233.49 1,090,000.00
SANTA MONICA CA 90402 2 09/24/93 00
7128184 05 11/01/93 0
7128184 O 10/01/08
0
1355263 267/267 F 256,000.00 ZZ
180 192,843.59 1
6148 MAURY AVENUE 6.750 2,265.37 80
6.500 2,265.37 320,000.00
WOODLAND HILLS CA 91367 2 09/22/93 00
7171276 05 11/01/93 0
7171276 O 10/01/08
0
1355264 267/267 F 234,000.00 ZZ
180 128,321.36 1
680 MARTINIQUE DRIVE 7.125 2,119.65 77
6.875 2,119.65 305,000.00
REDWOOD CITY CA 94065 2 09/21/93 00
7148760 03 11/01/93 0
7148760 O 10/01/08
0
1355267 267/267 F 269,500.00 ZZ
180 216,567.59 1
1901 YACHT CAMILLA 7.250 2,460.17 51
7.000 2,460.17 530,000.00
NEWPORT BEACH CA 92660 2 09/13/93 00
7147992 03 11/01/93 0
7147992 O 10/01/08
0
1355271 561/755 F 350,000.00 ZZ
180 244,205.75 1
47 GREGORY AVENUE 7.375 3,219.74 70
7.125 3,219.74 505,000.00
WEST ORANGE NJ 07052 2 10/06/93 00
1428606 05 12/01/93 0
3756376 O 11/01/08
0
1355309 367/367 F 286,000.00 ZZ
180 228,006.26 1
4721 DORSET AVENUE 6.750 2,530.84 39
6.500 2,530.84 750,000.00
CHEVY CHASE MD 20815 2 09/24/93 00
7592611 05 11/01/93 0
1
7592611 O 10/01/08
0
1355314 367/367 F 285,000.00 ZZ
180 159,626.19 1
6900 HEATHER HILL ROAD 6.750 2,521.99 56
6.500 2,521.99 510,000.00
BETHESDA MD 20817 5 10/07/93 00
75245282 05 12/01/93 0
75245282 O 11/01/08
0
1355319 367/367 F 258,000.00 ZZ
180 129,852.51 1
4024 NELLIE CUSTIS DRIVE 6.750 2,283.07 74
6.500 2,283.07 352,000.00
ARLINGTON VA 22207 2 09/29/93 00
75248721 05 12/01/93 0
75248721 O 11/01/08
0
1355334 169/287 F 300,000.00 ZZ
180 239,743.73 1
216 WESTGATE COURT 6.900 2,679.75 79
6.650 2,679.75 380,000.00
WOODSTOCK IL 60098 1 10/01/93 00
0358101 05 11/01/93 0
4410157 O 10/01/08
0
1355357 201/600 F 444,000.00 ZZ
180 354,696.43 1
5533 POTOMAC AVENUE NW 7.125 4,021.90 73
6.875 4,021.90 615,000.00
WASHINGTON DC 20016 2 09/20/93 00
0305564064 05 11/01/93 0
160068376 O 10/01/08
0
1355373 324/E42 F 470,000.00 ZZ
180 373,761.40 1
30 BURBURY LANE 6.625 4,126.58 72
6.375 4,126.58 660,000.00
GREAT NECK NY 11023 5 09/28/93 00
4740866 05 11/01/93 0
4740866 O 10/01/08
0
1
1355389 051/652 F 300,000.00 ZZ
180 241,286.43 1
8751 CLIFFSIDE DRIVE 7.000 2,696.48 86
6.625 2,696.48 350,000.00
HUNTINGTON BEAC CA 92646 2 10/08/93 12
7020555 05 12/01/93 17
16100028 O 11/01/08
0
1355396 367/367 F 404,000.00 ZZ
180 324,470.76 1
3724 DAVENPORT STREET NW 6.875 3,603.09 79
6.625 3,603.09 515,000.00
WASHINGTON DC 20016 2 10/01/93 00
75107102 05 12/01/93 0
75107102 O 11/01/08
0
1355440 283/526 F 330,000.00 ZZ
180 265,417.21 1
3 GASTON DRIVE 6.625 2,897.37 79
6.375 2,897.37 420,000.00
PITTSFIELD MA 01201 2 11/04/93 00
6124785 05 01/01/94 0
4755020 O 12/01/08
0
1355441 072/070 F 234,000.00 ZZ
180 185,398.18 1
398 SHALLOW SHORE ROAD 7.000 2,103.26 44
6.750 2,103.26 535,000.00
BELLINGHAM WA 98226 2 08/06/93 00
9604152 05 10/01/93 0
1347501 O 09/01/08
0
1355448 072/070 F 290,500.00 ZZ
180 230,930.73 1
140 LAKE DESIRE DRIVE NORTH 7.250 2,651.87 79
7.000 2,651.87 370,000.00
RENTON WA 98058 2 07/23/93 00
9604294 05 09/01/93 0
1719653 O 08/01/08
0
1355449 072/070 F 257,400.00 ZZ
180 198,557.94 1
3930 LONG LAKE DRIVE S.E. 6.875 2,295.64 74
6.625 2,295.64 350,000.00
1
OLYMPIA WA 98513 2 08/25/93 00
9604328 05 10/01/93 0
2276895 O 09/01/08
0
1355452 072/070 F 240,000.00 ZZ
180 190,946.85 1
3601 N 36TH STREET 6.625 2,107.19 75
6.375 2,107.19 320,000.00
TACOMA WA 98407 5 09/02/93 00
9604362 05 11/01/93 0
2331284 O 10/01/08
0
1355453 072/070 F 350,000.00 ZZ
180 280,703.97 1
152 BRANDON TERRACE 7.125 3,170.41 77
6.875 3,170.41 459,000.00
T/O GUILDERLAND NY 12203 1 09/22/93 00
9604488 03 11/01/93 0
2666731 O 10/01/08
0
1355457 072/070 F 250,000.00 ZZ
180 191,147.15 1
938 POCATELLO AVENUE 7.250 2,282.16 77
7.000 2,282.16 325,000.00
SUNNYVALE CA 94087 2 07/27/93 00
9604338 05 09/01/93 0
2293501 O 08/01/08
0
1355731 072/070 F 225,000.00 ZZ
180 179,275.33 1
58 OAK HILL DRIVE 6.750 1,991.05 52
6.500 1,991.05 438,000.00
WAYNE NJ 07470 2 09/16/93 00
9604908 05 11/01/93 0
5086086 O 10/01/08
0
1355732 072/070 F 220,000.00 ZZ
180 176,896.86 1
15 SPRUCE STREET 7.625 2,055.09 73
7.000 2,055.09 305,000.00
GARDEN CITY NY 11530 2 08/11/93 00
9604188 05 10/01/93 0
1408704 O 09/01/08
0
1
1355741 506/F06 F 457,000.00 ZZ
180 367,755.77 1
1165 ABRIGO ROAD 7.000 4,107.65 77
6.625 4,107.65 600,000.00
PALM SPRINGS CA 92262 2 09/27/93 00
9709783 05 12/01/93 0
070017173 O 11/01/08
0
1355743 072/070 F 286,000.00 ZZ
180 227,837.15 1
1261 EAST SHORE WAY 7.375 2,630.99 48
7.000 2,630.99 596,500.00
FRIDAY HARBOR WA 98250 2 07/08/93 00
9604116 05 09/01/93 0
1172395 O 08/01/08
0
1355749 072/072 F 325,000.00 ZZ
180 259,618.97 1
3610 W LAURELHURST DR NE 6.875 2,898.53 70
6.625 2,898.53 465,000.00
SEATTLE WA 98105 1 09/21/93 00
1027245453 05 11/01/93 0
2724545 O 10/01/08
0
1355775 072/072 F 420,000.00 ZZ
180 333,684.11 1
5498 HYADA BLVD NE 6.875 3,745.79 80
6.625 3,745.79 525,000.00
TACOMA WA 98422 1 08/12/93 00
1024525113 05 10/01/93 0
2452511 O 09/01/08
0
1355780 072/070 F 435,000.00 ZZ
180 347,702.86 1
3026 42ND AVENUE WEST 7.250 3,970.96 80
7.000 3,970.96 550,000.00
SEATTLE WA 98199 2 08/11/93 00
9604324 05 10/01/93 0
2257611 O 09/01/08
0
1355782 072/070 F 266,800.00 ZZ
180 183,172.69 1
1
13263 LAUREL LAKE COURT 6.875 2,379.47 80
6.625 2,379.47 333,500.00
TOWN & COUNTRY MO 63131 2 09/07/93 00
9604634 05 11/01/93 0
4022238 O 10/01/08
0
1355787 072/070 F 270,000.00 ZZ
180 216,542.77 1
29 SHERBROOKE DRIVE 7.125 2,445.75 75
6.875 2,445.75 360,000.00
FLORHAM PARK NJ 07932 5 09/14/93 00
9604426 05 11/01/93 0
2468239 O 10/01/08
0
1355790 694/755 F 493,500.00 ZZ
180 384,694.32 1
10 LINDWORTH 6.750 4,367.03 70
6.500 4,367.03 705,000.00
LADUE MO 63124 1 10/18/93 00
3720356 05 12/01/93 0
2000101898 O 11/01/08
0
1355798 051/652 F 332,000.00 ZZ
180 266,604.78 1
19128 BROOKVIEW DRIVE 6.875 2,960.96 80
6.625 2,960.96 420,000.00
SARATOGA CA 95070 2 10/06/93 00
7022007 05 12/01/93 0
15100991 O 11/01/08
0
1355808 561/755 F 329,000.00 ZZ
180 264,751.86 1
12604 BONITA AVENUE 7.000 2,957.15 43
6.750 2,957.15 775,000.00
OWINGS MILLS MD 21117 2 10/12/93 00
1428956 05 12/01/93 0
6130546 O 11/01/08
0
1355859 588/588 F 539,000.00 ZZ
180 439,934.77 1
92 GREEN AVENUE 7.250 4,920.34 75
7.000 4,920.34 720,000.00
BOROUGH OF MADI NJ 07940 2 12/07/93 00
931008017 05 02/01/94 0
1
931008017 O 01/01/09
0
1355886 556/755 F 244,950.00 ZZ
180 195,672.72 1
3607 GASTON RD 6.875 2,184.60 70
6.625 2,184.60 350,000.00
GREENSBORO NC 27407 5 09/13/93 00
1430286 03 11/01/93 0
765033 O 10/01/08
0
1355887 561/755 F 206,200.00 ZZ
180 165,282.25 1
604 SOMERSET ROAD 6.750 1,824.69 58
6.500 1,824.69 360,000.00
BALTIMORE MD 21210 2 10/07/93 00
1429506 05 12/01/93 0
4696969 O 11/01/08
0
1355890 639/639 F 468,000.00 ZZ
180 372,891.40 1
985 LONGMEADOW STREET 6.375 4,044.69 80
6.125 4,044.69 590,000.00
LONGMEADOW MA 01106 1 11/01/93 00
40039520 05 12/01/93 0
40039520 O 11/01/08
0
1355910 403/755 F 255,000.00 ZZ
180 204,801.98 1
216 BAYBERRY LANE 6.875 2,274.23 75
6.625 2,274.23 340,000.00
WESTPORT CT 06880 5 10/05/93 00
1429206 05 12/01/93 0
1927797 O 11/01/08
0
1355911 403/755 F 290,000.00 ZZ
180 231,660.02 1
20 HOPE DR 6.875 2,586.38 31
6.625 2,586.38 950,000.00
DARIEN CT 06820 2 09/14/93 00
1429966 05 11/01/93 0
1922236 O 10/01/08
0
1
1355933 201/600 F 350,000.00 ZZ
180 279,589.20 1
4414 MACOMB STREET NW 6.875 3,121.50 52
6.625 3,121.50 685,000.00
WASHINGTON DC 20016 2 09/22/93 00
0305568404 05 11/01/93 0
320069130 O 10/01/08
0
1355964 334/652 F 300,000.00 T
180 235,340.91 1
133 BAKERSFIELD AVENUE 6.875 2,675.57 72
6.500 2,675.57 420,000.00
CAYUCOS CA 93430 2 09/24/93 00
9937491 05 11/01/93 0
993749 O 10/01/08
0
1355971 450/450 F 400,000.00 ZZ
180 248,975.12 1
97 VENDOME 7.125 3,623.32 59
6.875 3,623.32 688,750.00
GROSSE POINTE F MI 48236 1 08/27/93 00
2453553 05 10/01/93 0
2453553 O 09/01/08
0
1355972 334/652 F 490,000.00 ZZ
180 393,539.96 1
306 ASCOT ROAD 6.875 4,370.09 49
6.500 4,370.09 1,000,000.00
HILLSBOROUGH CA 94010 2 09/29/93 00
9938515 05 12/01/93 0
993851 O 11/01/08
0
1355976 334/652 F 197,000.00 ZZ
180 156,832.11 1
3151 COACHLIGHT CIRCLE 7.000 1,770.70 53
6.500 1,770.70 375,000.00
LAS VEGAS NV 89117 2 08/23/93 00
1296490 05 10/01/93 0
857937 O 09/01/08
0
1355985 334/652 F 348,000.00 ZZ
180 277,433.83 1
1509 E MILITARY WAY 6.750 3,079.49 80
6.500 3,079.49 435,000.00
1
SALT LAKE CITY UT 84103 1 09/15/93 00
1301373 05 11/01/93 0
858583 O 10/01/08
0
1356009 559/514 F 227,000.00 ZZ
180 182,670.35 1
2163 HICKS AVENUE 7.000 2,040.35 59
6.750 2,040.35 385,000.00
SAN JOSE CA 95125 2 10/01/93 00
861513 05 12/01/93 0
7106396 O 11/01/08
0
1356010 559/514 F 219,000.00 ZZ
180 175,888.27 1
914 HARRISON AVENUE 6.875 1,953.17 62
6.625 1,953.17 358,000.00
CAMPBELL CA 95008 2 10/04/93 00
861512 05 12/01/93 0
7106107 O 11/01/08
0
1356025 074/074 F 300,000.00 ZZ
180 206,383.43 1
1946 LONG LAKE SHORES DRIVE 7.500 2,781.04 71
7.250 2,781.04 423,000.00
BLOOMFIELD HILL MI 48302 2 07/21/93 00
5207298 03 09/01/93 0
5207298 O 08/01/08
0
1356028 074/074 F 264,000.00 ZZ
180 199,913.05 1
169 MOUNT VERNON STREET 7.250 2,409.96 63
7.000 2,409.96 425,000.00
NEWTON MA 02165 2 07/20/93 00
5211648 05 09/01/93 0
5211648 O 08/01/08
0
1356029 074/074 F 352,000.00 ZZ
180 278,337.58 1
1801 ALTAMONT RD 6.250 3,018.13 80
6.000 3,018.13 440,000.00
GREENVILLE SC 29609 1 09/20/93 00
5233630 05 11/01/93 0
5233630 O 10/01/08
0
1
1356032 074/074 F 261,600.00 ZZ
180 205,253.85 1
3220 SIBLEY MILL COURT 6.125 2,225.24 80
5.875 2,225.24 327,000.00
MARIETTA GA 30067 1 08/17/93 00
5288085 03 10/01/93 0
5288085 O 09/01/08
0
1356034 074/074 F 424,000.00 ZZ
180 338,004.71 1
3703 TORREY PINE PARKWAY 7.125 3,840.73 79
6.875 3,840.73 543,300.00
NORTHBROOK IL 60062 2 08/04/93 00
5434686 05 10/01/93 0
5434686 O 09/01/08
0
1356038 074/074 F 226,400.00 ZZ
180 179,020.13 1
420 BRAY STATION ROAD 7.500 2,098.76 80
7.250 2,098.76 283,000.00
COLLIERVILLE TN 38017 2 06/24/93 00
5793317 05 08/01/93 0
5793317 O 07/01/08
0
1356039 074/074 F 356,250.00 ZZ
180 284,374.15 1
1729 JEFFERSON AVENUE 7.500 3,302.49 75
7.250 3,302.49 475,000.00
NEW ORLEANS LA 70115 5 07/28/93 00
5793510 05 09/01/93 0
5793510 O 08/01/08
0
1356041 074/074 F 319,000.00 ZZ
180 234,506.62 1
43 LAGUNA WOODS DRIVE 7.250 2,912.04 70
7.000 2,912.04 460,000.00
LAGUNA NIGUEL CA 92677 2 07/12/93 00
5807488 05 09/01/93 0
5807488 O 08/01/08
0
1356042 074/074 F 252,000.00 ZZ
180 199,109.62 1
1
36 SANDPIPER 6.875 2,247.48 80
6.625 2,247.48 315,000.00
IRVINE CA 92714 2 07/19/93 00
5807557 05 09/01/93 0
5807557 O 08/01/08
0
1356047 074/074 F 532,000.00 ZZ
180 417,003.59 1
1207 ROSSMOYNE AVENUE 6.875 4,744.67 80
6.625 4,744.67 665,000.00
GLENDALE CA 91207 1 07/22/93 00
5808006 05 09/01/93 0
5808006 O 08/01/08
0
1356049 074/074 F 280,000.00 ZZ
180 223,359.10 1
15224 N. 11TH STREET 7.500 2,595.63 78
7.250 2,595.63 360,000.00
PHOENIX AZ 85022 2 07/16/93 00
5821911 05 09/01/93 0
5821911 O 08/01/08
0
1356050 074/074 F 224,000.00 ZZ
180 178,762.48 1
4036 N WEST FERNHILL CIRCLE 7.500 2,076.51 80
7.250 2,076.51 280,000.00
TUCSON AZ 85715 2 07/23/93 00
5823837 09 09/01/93 0
5823837 O 08/01/08
0
1356051 074/074 F 255,000.00 ZZ
180 199,478.46 1
7622 LEGENDARY LANE 7.125 2,309.87 78
6.875 2,309.87 330,000.00
WEST CHESTER OH 45069 2 07/26/93 00
5834414 05 09/01/93 0
5834414 O 08/01/08
0
1356052 074/074 F 315,000.00 ZZ
180 250,940.08 1
9985 ARCOLA COURT 7.375 2,897.76 75
7.125 2,897.76 425,000.00
STILLWATER MN 55082 2 06/29/93 00
5847020 05 09/01/93 0
1
5847020 O 08/01/08
0
1356053 074/074 F 369,500.00 ZZ
180 284,801.15 1
4478 HILLSBOROUGH DRIVE 6.625 3,244.19 79
6.375 3,244.19 470,000.00
CASTRO VALLEY CA 94546 2 09/09/93 00
5855516 05 11/01/93 0
5855516 O 10/01/08
0
1356054 074/074 F 346,300.00 ZZ
180 276,269.05 1
21200 WEST KEPWICK LANE 7.375 3,185.70 66
7.125 3,185.70 525,000.00
KILDEER IL 60047 5 08/04/93 00
5877723 05 10/01/93 0
5877723 O 09/01/08
0
1356056 074/074 F 250,000.00 ZZ
180 200,228.01 1
21 NORTH WASHINGTON STREET 7.375 2,299.81 63
7.125 2,299.81 400,000.00
PARK RIDGE IL 60068 5 08/13/93 00
5878384 05 10/01/93 0
5878384 O 09/01/08
0
1356061 074/074 F 295,000.00 ZZ
180 234,050.50 1
7580 FOUNDERS COURT 7.125 2,672.21 68
6.875 2,672.21 435,000.00
PONTE VEDRA BEA FL 32082 2 07/23/93 00
5963836 05 09/01/93 0
5963836 O 08/01/08
0
1356063 074/074 F 310,000.00 ZZ
180 245,127.69 1
11 BRIDAL PATH 6.250 2,658.02 64
6.000 2,658.02 490,000.00
ROSLYN NY 11576 1 09/10/93 00
6823038 05 11/01/93 0
6823038 O 10/01/08
0
1
1356066 074/074 F 320,000.00 ZZ
180 254,595.57 1
69-49 INGRAM STREET 6.625 2,809.59 77
6.375 2,809.59 420,000.00
FOREST HILLS NY 11375 2 09/09/93 00
6838432 05 11/01/93 0
6838432 O 10/01/08
0
1356067 074/074 F 215,000.00 ZZ
180 171,403.00 1
1 COLONIAL COURT 6.750 1,902.56 67
6.500 1,902.56 325,000.00
RANDOLPH NJ 07869 2 08/31/93 00
6844027 05 11/01/93 0
6844027 O 10/01/08
0
1356071 074/074 F 300,000.00 ZZ
180 238,683.35 1
47 CHESTNUT STREET 6.625 2,633.99 71
6.375 2,633.99 425,000.00
GARDEN CITY NY 11530 2 09/03/93 00
6866777 05 11/01/93 0
6866777 O 10/01/08
0
1356072 074/074 F 440,000.00 ZZ
180 347,199.28 1
3 PARKRIDGE COURT 6.125 3,742.75 80
5.875 3,742.75 550,000.00
RYE BROOK NY 10573 1 09/14/93 00
6869684 05 11/01/93 0
6869684 O 10/01/08
0
1356075 074/074 F 211,500.00 ZZ
180 84,365.32 1
1404 MEANDERING WAY 7.125 1,915.84 50
6.875 1,915.84 427,000.00
LONGVIEW TX 75604 2 06/30/93 00
7608835 05 08/01/93 0
7608835 O 07/01/08
0
1356077 074/074 F 385,000.00 ZZ
180 302,680.73 1
37 ROCK RIDGE AVENUE 7.000 3,460.49 26
6.750 3,460.49 1,530,000.00
1
GREENWICH CT 06830 2 06/30/93 00
8575334 05 08/01/93 0
8575334 O 07/01/08
0
1356080 074/074 F 238,192.00 ZZ
180 188,199.80 1
10430 SOUTH HUDSON PLACE 6.875 2,124.33 69
6.625 2,124.33 350,000.00
TULSA OK 74137 4 07/22/93 00
8711738 05 09/01/93 0
8711738 O 08/01/08
0
1356081 074/074 F 300,000.00 ZZ
180 237,779.15 1
64 NOTTINGHAM COURT 7.250 2,738.59 67
7.000 2,738.59 450,000.00
MANHASSET HILL NY 11040 5 07/26/93 00
8724296 05 09/01/93 0
8724296 O 08/01/08
0
1356082 074/074 F 239,200.00 ZZ
180 189,768.33 1
4603 10TH STREET 7.125 2,166.75 80
6.875 2,166.75 299,000.00
LUBBOCK TX 79416 2 07/23/93 00
9131100 05 09/01/93 0
9131100 O 08/01/08
0
1356083 074/074 F 228,000.00 ZZ
180 180,772.24 1
12245 SW 64TH. AVENUE 6.750 2,017.59 45
6.500 2,017.59 508,000.00
MIAMI FL 33156 5 08/25/93 00
9151559 05 10/01/93 0
9151559 O 09/01/08
0
1356110 575/695 F 229,000.00 ZZ
180 182,801.98 1
15805 CROOM AIRPORT ROAD 6.875 2,042.35 63
6.625 2,042.35 365,000.00
UPPER MARLBORO MD 20772 2 09/23/93 00
152235 05 11/01/93 0
43367618574667 O 10/01/08
0
1
1356111 575/695 F 283,500.00 ZZ
180 226,467.61 1
6161 POHICK STATION DRIVE 6.875 2,528.41 74
6.500 2,528.41 385,000.00
FAIRFAX STATION VA 22039 2 09/23/93 00
152257 03 11/01/93 0
450006633 O 10/01/08
0
1356112 575/695 F 262,000.00 ZZ
180 208,757.48 1
2609 LACLEDE AVENUE 6.875 2,336.66 80
6.500 2,336.66 327,500.00
RICHMOND VA 23233 2 09/23/93 00
152260 05 11/01/93 0
41154818574949 O 10/01/08
0
1356143 575/695 F 250,650.00 ZZ
180 199,948.46 1
503 HANDLEY AVENUE 7.125 2,270.47 90
6.875 2,270.47 280,000.00
WINCHESTER VA 22601 2 09/23/93 04
152258 05 11/01/93 20
4201836 O 10/01/08
0
1356162 575/695 F 247,000.00 ZZ
180 197,704.42 1
18 TRAILRIDGE COURT 7.000 2,220.11 89
6.750 2,220.11 280,000.00
POTOMAC MD 20854 2 09/01/93 04
152122 05 11/01/93 17
421124828572281 O 10/01/08
0
1356167 267/267 F 290,000.00 ZZ
180 231,992.66 1
1004 PARK AVENEUE 6.625 2,546.19 70
6.375 2,546.19 415,000.00
BURLINGAME CA 94010 5 10/04/93 00
7149627 05 12/01/93 0
7149627 O 11/01/08
0
1356170 267/267 F 240,000.00 ZZ
180 190,946.85 1
1
5606 N BUFFWOOD PLACE 6.625 2,107.19 70
6.375 2,107.19 345,000.00
AGOURA HILLS CA 91301 5 09/08/93 00
7127780 05 11/01/93 0
7127780 O 10/01/08
0
1356171 669/514 F 315,000.00 ZZ
180 234,428.45 1
170 HAVILANDS LANE 7.000 2,831.31 88
6.750 2,831.31 360,000.00
WHITE PLAINS NY 10605 2 10/05/93 01
740642 05 12/01/93 17
279547 O 11/01/08
0
1356176 575/695 F 410,000.00 ZZ
180 322,181.62 1
2812 BROADVIEW TERRACE 6.625 3,599.77 67
6.375 3,599.77 612,000.00
ANNAPOLIS MD 21401 2 09/17/93 00
152208 03 11/01/93 0
43298688574352 O 10/01/08
0
1356199 074/074 F 600,000.00 ZZ
180 477,098.62 1
61 LONDONDERRY DRIVE 6.250 5,144.54 56
6.000 5,144.54 1,074,000.00
GREENWICH CT 06830 1 10/12/93 00
6889954 05 12/01/93 0
6889954 O 11/01/08
0
1356206 074/074 F 203,000.00 ZZ
180 162,395.08 1
57 CEDAR LANE 6.625 1,782.33 64
6.375 1,782.33 321,000.00
CLOSTER NJ 07624 2 10/04/93 00
6853560 05 12/01/93 0
6853560 O 11/01/08
0
1356246 627/652 F 248,000.00 ZZ
180 197,003.41 1
5891 LANGPORT CIRCLE 7.250 2,263.90 80
6.750 2,263.90 310,000.00
HUNTINGTON BEAC CA 92649 2 11/10/93 00
1154608 05 01/01/94 0
1
24210 O 12/01/08
0
1356284 077/377 F 266,000.00 ZZ
180 211,633.25 1
1235 HAYWARD AVENUE 6.625 2,335.46 68
6.375 2,335.46 395,000.00
CINCINNATI OH 45208 2 09/30/93 00
6391668 05 11/01/93 0
329735 O 10/01/08
0
1356366 076/076 F 229,200.00 ZZ
180 184,183.29 1
#1 DUNBLANE DRIVE 7.250 2,092.28 80
7.000 2,092.28 286,500.00
MIDLAND TX 79707 1 09/07/93 00
3102252 05 11/01/93 0
3102252 O 10/01/08
0
1356368 076/076 F 227,500.00 ZZ
180 164,492.82 1
15 SUNNY REACH DRIVE 7.125 2,060.77 76
6.875 2,060.77 300,000.00
WEST HARTFORD CT 06117 2 08/30/93 00
3187132 05 11/01/93 0
3187132 O 10/01/08
0
1356369 076/076 F 375,000.00 ZZ
180 300,754.14 1
59 LINCOLN LANE 7.125 3,396.87 75
6.875 3,396.87 500,000.00
RIDGEFIELD CT 06877 2 09/10/93 00
3207362 05 11/01/93 0
3207362 O 10/01/08
0
1356371 076/076 F 235,000.00 ZZ
180 182,153.82 1
4977 KANAWHA BLUFF 6.875 2,095.86 79
6.625 2,095.86 300,000.00
STONE MOUNTAIN GA 30087 2 08/24/93 00
3212992 05 10/01/93 0
3212992 O 09/01/08
0
1
1356374 076/076 F 220,000.00 ZZ
180 174,216.13 1
47 OVERLOOK DRIVE 7.125 1,992.83 68
6.875 1,992.83 328,000.00
FRAMINGHAM MA 01701 2 08/26/93 00
3231952 05 10/01/93 0
3231952 O 09/01/08
0
1356377 076/076 F 235,500.00 ZZ
180 187,481.98 1
9909 SHADY COVE DRIVE 7.000 2,116.75 57
6.750 2,116.75 419,500.00
FAIRFAX STATION VA 22039 2 08/27/93 00
3236832 05 10/01/93 0
3236832 O 09/01/08
0
1356378 076/076 F 400,000.00 ZZ
180 319,531.06 1
3824 EAST HIGHLAND DRIVE 6.875 3,567.42 43
6.625 3,567.42 940,000.00
SEATTLE WA 98112 2 09/01/93 00
3238022 05 11/01/93 0
3238022 O 10/01/08
0
1356380 076/076 F 207,500.00 ZZ
180 165,756.67 1
8522 ROSECROFT TERRACE 6.875 1,850.60 79
6.625 1,850.60 263,000.00
ELLICOTT CITY MD 21043 2 09/10/93 00
3242122 05 11/01/93 0
3242122 O 10/01/08
0
1356381 076/076 F 289,000.00 ZZ
180 230,514.66 1
871 WEST ROAD 7.125 2,617.86 35
6.875 2,617.86 830,000.00
NEW CANAAN CT 06840 2 08/26/93 00
3249262 05 10/01/93 0
3249262 O 09/01/08
0
1356382 076/076 F 594,000.00 ZZ
180 477,333.00 1
7321 WEST MERCER WAY 7.250 5,422.41 69
7.000 5,422.41 870,000.00
1
MERCER ISLAND WA 98040 2 09/07/93 00
3254172 05 11/01/93 0
3254172 O 10/01/08
0
1356383 076/076 F 267,500.00 ZZ
180 213,507.19 1
181 COVERED BRIDGE DRIVE 7.375 2,460.79 77
7.125 2,460.79 350,000.00
SMYRNA GA 30082 2 08/26/93 00
3261412 05 10/01/93 0
3261412 O 09/01/08
0
1356384 076/076 F 362,000.00 ZZ
180 286,636.50 1
20 RIVER RIDGE CIRCLE 6.750 3,203.38 66
6.500 3,203.38 550,000.00
LITTLE ROCK AR 72207 2 09/03/93 00
3261812 05 11/01/93 0
3261812 O 10/01/08
0
1356385 076/076 F 356,000.00 ZZ
180 230,501.68 1
250 PAU HANA DRIVE 6.875 3,175.00 71
6.625 3,175.00 505,000.00
SOQUEL CA 95073 2 08/25/93 00
3268962 05 10/01/93 0
3268962 O 09/01/08
0
1356387 076/076 F 300,000.00 ZZ
180 239,648.00 1
8513 BOURNEMOUTH DR 6.875 2,675.57 69
6.625 2,675.57 435,000.00
RALEIGH NC 27615 5 08/31/93 00
3289692 05 11/01/93 0
3289692 O 10/01/08
0
1356391 076/076 F 240,000.00 ZZ
180 191,718.80 1
3040 38TH AVENUE WEST 6.875 2,140.45 72
6.625 2,140.45 336,000.00
SEATTLE WA 98199 2 09/15/93 00
3309312 05 11/01/93 0
3309312 O 10/01/08
0
1
1356392 076/076 F 496,000.00 ZZ
180 396,218.57 1
822 SPRINGFIELD TERRACE 6.875 4,423.60 80
6.625 4,423.60 620,000.00
SUNNYVALE CA 94087 2 09/02/93 00
3310642 03 11/01/93 0
3310642 O 10/01/08
0
1356393 076/076 F 335,000.00 ZZ
180 267,607.52 1
865 MENLO OAKS DRIVE 6.875 2,987.71 56
6.625 2,987.71 600,000.00
MENLO PARK CA 94025 2 09/14/93 00
3311842 05 11/01/93 0
3311842 O 10/01/08
0
1356394 076/076 F 254,000.00 ZZ
168 196,070.14 1
1515 18TH AVENUE EAST 7.000 2,375.92 77
6.750 2,375.92 333,000.00
SEATTLE WA 98112 2 09/16/93 00
3314182 05 11/01/93 0
3314182 O 10/01/07
0
1356395 076/076 F 437,000.00 ZZ
180 350,461.16 1
1084 FIFE AVENUE 7.125 3,958.48 70
6.875 3,958.48 630,000.00
PALO ALTO CA 94301 2 09/15/93 00
3315952 05 11/01/93 0
3315952 O 10/01/08
0
1356396 076/076 F 575,000.00 ZZ
180 459,325.69 1
2 MOUNTAIN LAUREL DRIVE 6.875 5,128.17 46
6.625 5,128.17 1,250,000.00
GREENWICH CT 06831 2 09/20/93 00
3318602 05 11/01/93 0
3318602 O 10/01/08
0
1356398 076/076 F 410,000.00 ZZ
180 326,861.96 1
1
2330 BYRON STREET 6.750 3,628.13 54
6.500 3,628.13 760,000.00
PALO ALTO CA 94301 2 09/09/93 00
3319832 05 11/01/93 0
3319832 O 10/01/08
0
1356399 076/076 F 227,000.00 ZZ
180 180,970.22 1
19740 SOUTHEAST 17TH STREET 6.750 2,008.74 65
6.500 2,008.74 350,000.00
ISSAQUAH WA 98027 2 09/09/93 00
3327842 05 11/01/93 0
3327842 O 10/01/08
0
1356400 076/076 F 322,000.00 ZZ
180 256,187.35 1
639 EDGEWOOD ROAD 6.625 2,827.14 54
6.375 2,827.14 600,000.00
REDWOOD CITY CA 94062 2 09/13/93 00
3332932 05 11/01/93 0
3332932 O 10/01/08
0
1356404 076/076 F 275,000.00 ZZ
180 205,476.90 1
1735 LANDINGS WAY 7.250 2,510.38 61
7.000 2,510.38 450,800.00
SARASOTA FL 34231 2 09/21/93 00
3403202 05 11/01/93 0
3403202 O 10/01/08
0
1356407 076/076 F 312,000.00 ZZ
180 250,227.15 1
33 NORTH FORTY ROAD 7.125 2,826.20 80
6.875 2,826.20 392,000.00
WOODBURY CT 06798 2 09/17/93 00
6793171 05 11/01/93 0
6793171 O 10/01/08
0
1356408 076/076 F 300,000.00 ZZ
180 241,077.34 1
515 TILLINGHAST ROAD 7.250 2,738.59 60
7.000 2,738.59 500,000.00
EAST GREENWICH RI 02818 2 09/03/93 00
6793671 05 11/01/93 0
1
6793671 O 10/01/08
0
1356410 076/076 F 216,000.00 ZZ
180 172,200.11 1
45 HIGH HILL CIRCLE 6.750 1,911.41 80
6.500 1,911.41 270,000.00
MADISON CT 06443 2 09/16/93 00
6812401 05 11/01/93 0
6812401 O 10/01/08
0
1356411 076/076 F 472,500.00 ZZ
180 378,949.96 1
6806-A OCEAN FRONT AVENUE 7.125 4,280.06 73
6.875 4,280.06 650,000.00
VIRGINIA BEACH VA 23451 1 09/17/93 00
6820281 01 11/01/93 0
6820281 O 10/01/08
0
1356412 076/076 F 300,000.00 ZZ
180 198,220.86 1
49 YALE STREET 7.000 2,696.49 59
6.750 2,696.49 512,000.00
WINCHESTER MA 01890 5 09/03/93 00
6879161 05 11/01/93 0
6879161 O 10/01/08
0
1356413 076/076 F 220,000.00 ZZ
180 176,442.46 1
37 LONGFELLOW ROAD 7.125 1,992.83 34
6.875 1,992.83 665,000.00
WELLESLEY MA 02181 2 09/02/93 00
6880021 05 11/01/93 0
6880021 O 10/01/08
0
1356440 201/600 F 228,000.00 ZZ
180 182,496.53 1
8 STURBRIDGE CIRCLE 7.000 2,049.33 80
COUNTY OF PASSAIC 6.750 2,049.33 285,000.00
TOWNSHIP OF WAY NJ 07470 2 09/24/93 00
0305566846 05 11/01/93 0
280066682 O 10/01/08
0
1
1356442 543/543 F 284,000.00 ZZ
180 228,539.39 1
16 SUSAN LANE 7.000 2,552.68 80
6.625 2,552.68 355,000.00
FALMOUTH ME 04105 2 10/08/93 00
214030586 05 12/01/93 0
214030586 O 11/01/08
0
1356452 241/241 F 236,800.00 ZZ
180 189,162.55 1
4655 RUNNING BROOK TERRACE 6.875 2,111.91 79
6.625 2,111.91 300,000.00
GREENWOOD IN 46143 1 09/30/93 00
1769678 05 11/01/93 0
1769678 O 10/01/08
0
1356593 069/069 F 262,000.00 ZZ
180 209,593.40 1
4106 ASHBROOK CIRCLE 6.625 2,300.35 72
6.375 2,300.35 365,000.00
SAN JOSE CA 95124 2 10/04/93 00
0031250562 05 12/01/93 0
1250562 O 11/01/08
0
1356597 274/181 F 290,000.00 ZZ
180 230,109.17 1
6510 EAST YOSEMITE AVENUE 6.875 2,586.38 77
6.625 2,586.38 380,000.00
ORANGE CA 92667 2 10/05/93 00
4773900 03 12/01/93 0
1930915853 O 11/01/08
0
1356646 077/377 F 259,850.00 ZZ
180 208,697.51 1
8555 MORNINGCALM DRIVE 6.875 2,317.48 74
6.625 2,317.48 355,000.00
CINCINNATI OH 45255 5 10/06/93 00
6391452 05 12/01/93 0
327995 O 11/01/08
0
1356797 375/375 F 303,750.00 ZZ
180 241,786.95 1
3153 MILITARY ROAD 7.375 2,794.27 75
7.125 2,794.27 405,000.00
1
ARLINGTON VA 22207 2 07/28/93 00
315668 05 09/01/93 0
315668 O 08/01/08
0
1356808 375/375 F 243,000.00 ZZ
180 194,372.98 1
150 NAVAJO ROAD EAST 7.000 2,184.15 61
6.750 2,184.15 404,000.00
MEDINA MN 55340 2 09/10/93 00
113547 05 11/01/93 0
113547 O 10/01/08
0
1356809 375/375 F 248,900.00 ZZ
180 200,013.66 1
2230 BUCKTHORN DRIVE 7.250 2,272.12 80
7.000 2,272.12 312,000.00
ALGONQUIN IL 60102 2 09/14/93 00
451175 05 11/01/93 0
451175 O 10/01/08
0
1356810 375/375 F 282,400.00 ZZ
180 222,359.66 1
1501 LEXINGTON DRIVE 7.125 2,558.07 80
6.875 2,558.07 353,000.00
DRESHER PA 19025 2 09/03/93 00
113537 05 11/01/93 0
113537 O 10/01/08
0
1356812 375/375 F 263,000.00 ZZ
180 209,937.90 1
7604 SOUTH VALLEY DRIVE 7.500 2,438.05 67
7.250 2,438.05 395,000.00
FAIRFAX STATION VA 22039 2 07/30/93 00
1208596393 03 09/01/93 0
1208596393 O 08/01/08
0
1356823 375/375 F 500,000.00 ZZ
180 400,456.02 1
1208 HUNT SEAT DRIVE 7.375 4,599.62 71
7.125 4,599.62 710,000.00
LOWER GWYNEDD PA 19002 2 08/13/93 00
0308547929 03 10/01/93 0
0308547929 O 09/01/08
0
1
1356824 375/375 F 437,000.00 ZZ
180 349,087.48 1
2627 EAST 7TH AVENUE 6.875 3,897.41 73
6.625 3,897.41 600,000.00
DENVER CO 80206 2 09/17/93 00
349469 05 11/01/93 0
349469 O 10/01/08
0
1356825 375/375 F 245,000.00 ZZ
180 195,712.45 1
109 CIDAR LANE 6.875 2,185.05 74
6.625 2,185.05 333,500.00
MCMURRAY PA 15317 2 09/28/93 00
0108539452 05 11/01/93 0
0108539452 O 10/01/08
0
1356831 267/267 F 395,000.00 ZZ
180 313,627.13 1
627 22ND ST 6.500 3,440.88 47
6.250 3,440.88 850,000.00
SANTA MONICA CA 90402 2 09/16/93 00
7111917 05 11/01/93 0
7111917 O 10/01/08
0
1356834 375/375 F 250,000.00 ZZ
180 198,621.28 1
751 CHESTNUT ROAD 6.875 2,229.64 24
6.625 2,229.64 1,050,000.00
SEWICKLEY PA 15143 5 08/31/93 00
0108539044 05 10/01/93 0
0108539044 O 09/01/08
0
1356896 561/652 F 230,000.00 ZZ
180 179,578.82 1
63 BOULDER VIEW LANE 7.000 2,067.31 63
6.750 2,067.31 370,000.00
BOULDER CO 80304 5 10/18/93 00
1149012 05 12/01/93 0
3886587 O 11/01/08
0
1356909 561/755 F 443,000.00 ZZ
180 355,793.68 1
1
396 ROUND TOP ROAD 6.875 3,950.91 66
6.625 3,950.91 675,000.00
OLDWICK NJ 08858 2 10/15/93 00
1429176 05 12/01/93 0
5879119 O 11/01/08
0
1356923 369/369 F 270,000.00 ZZ
180 189,095.29 1
2 MEADOW LANE 6.875 2,408.01 75
6.625 2,408.01 360,000.00
NORTH OAKS MN 55127 5 10/15/93 00
47597059 05 12/01/93 0
47597059 O 11/01/08
0
1356941 562/562 F 210,000.00 ZZ
180 168,660.15 1
4511 DELAFIELD AVENUE 6.875 1,872.90 49
6.625 1,872.90 435,000.00
BRONX NY 10471 5 10/07/93 00
423764 05 12/01/93 0
423764 O 11/01/08
0
1356945 729/729 F 356,000.00 ZZ
180 286,453.32 1
40 WOOCREST AVENUE 7.000 3,199.83 71
6.750 3,199.83 507,000.00
ATLANTA GA 30309 2 10/20/93 00
8078875 05 12/01/93 0
847432 O 11/01/08
0
1356956 241/241 F 245,000.00 ZZ
180 184,895.15 1
6210 N W 71 TERRACE 6.875 2,185.04 77
6.625 2,185.04 322,000.00
PARKLAND FL 33067 2 09/30/93 00
1788686 05 11/01/93 0
1788686 O 10/01/08
0
1356967 375/375 F 220,000.00 ZZ
180 173,865.36 1
17553 GATSBY TERRACE 7.875 2,086.59 81
7.625 2,086.59 273,000.00
OLNEY MD 20832 2 04/23/93 04
1208595179 03 06/01/93 12
1
1208595179 O 05/01/08
0
1356992 028/652 F 222,300.00 ZZ
180 178,888.47 1
4222 EAST BROWN ROAD #31 7.000 1,998.10 75
6.625 1,998.10 300,000.00
MESA AZ 85205 2 10/05/93 00
7024011 03 12/01/93 0
094922 O 11/01/08
0
1357046 028/652 F 300,000.00 ZZ
180 238,893.47 1
11719 MADERA DRIVE SOUTHWEST 6.875 2,675.56 79
6.625 2,675.56 380,000.00
TACOMA WA 98499 2 10/01/93 00
1149103 03 12/01/93 0
087569 O 11/01/08
0
1357093 083/755 F 217,000.00 ZZ
180 172,997.28 1
128 ARCHBOLD PLACE 6.750 1,920.26 77
6.500 1,920.26 285,000.00
WESTFIELD NJ 07090 2 09/24/93 00
1429756 05 11/01/93 0
587916 O 10/01/08
0
1357109 051/652 F 386,000.00 ZZ
180 307,481.66 1
14 DEER STALKER PATH 6.625 3,389.06 80
6.375 3,389.06 485,000.00
MONTEREY CA 93940 2 10/13/93 00
7022080 05 12/01/93 0
15101108 O 11/01/08
0
1357147 567/755 F 255,000.00 ZZ
180 205,203.17 1
127 VAN HOUTEN AVENUE 7.000 2,292.01 53
6.625 2,292.01 488,000.00
CHATHAM NJ 07928 5 10/15/93 00
1429606 05 12/01/93 0
2099024 O 11/01/08
0
1
1357161 369/369 F 238,000.00 ZZ
180 191,143.72 1
8211 FOUNTAIN GROVE WAY 6.875 2,122.62 88
6.625 2,122.62 273,500.00
OLNEY MD 20832 2 10/20/93 14
47461132 05 12/01/93 17
47461132 O 11/01/08
0
1357182 686/686 F 277,500.00 ZZ
180 214,423.86 1
16962 SCANDIA LANE NW 6.625 2,436.44 69
6.375 2,436.44 405,000.00
POULSBO WA 98370 2 09/24/93 00
030815466347 05 12/01/93 0
030815466347 O 11/01/08
0
1357187 686/686 F 325,000.00 ZZ
180 232,733.18 1
10424 ST ANDREWS RD 6.875 2,898.53 65
6.625 2,898.53 500,000.00
BOYNTON BEACH FL 33436 2 10/01/93 00
030815651005 03 01/01/94 0
030815651005 O 12/01/08
0
1357188 686/686 F 310,000.00 ZZ
180 190,877.87 1
2149 ARDLEY COURT 7.125 2,808.08 72
6.875 2,808.08 435,000.00
JUNO BEACH FL 33408 2 09/30/93 00
030815570106 03 12/01/93 0
030815570106 O 11/01/08
0
1357235 686/686 F 234,000.00 ZZ
180 187,935.93 1
5228 ASHLEY PARKWAY 6.875 2,086.94 61
6.625 2,086.94 385,000.00
SARASOTA FL 34241 2 10/08/93 00
030815448170 03 12/01/93 0
030815448170 O 11/01/08
0
1357245 686/686 F 218,000.00 ZZ
180 174,185.81 1
14334 WELLINGTON TRACE 6.550 1,905.02 41
6.300 1,905.02 540,000.00
1
WEST PALM BEACH FL 33414 5 10/15/93 00
030815265574 03 12/01/93 0
030815265574 O 11/01/08
0
1357250 686/686 F 237,000.00 ZZ
180 189,819.95 1
423 17TH AVENUE 6.700 2,090.68 71
6.450 2,090.68 335,000.00
SAN FRANCISCO CA 94121 5 10/08/93 00
030815228994 05 12/01/93 0
030815228994 O 11/01/08
0
1357317 051/652 F 240,000.00 ZZ
180 186,252.41 1
5692 OAKLEY TERRACE 7.125 2,173.99 56
6.750 2,173.99 430,000.00
IRVINE CA 92715 5 10/19/93 00
1149608 03 12/01/93 0
10102447 O 11/01/08
0
1357340 367/367 F 213,000.00 ZZ
180 171,652.44 1
6055 WOODEDGE COURT 6.750 1,884.86 71
6.500 1,884.86 300,000.00
BURKE VA 22015 2 10/27/93 00
75116004 03 01/01/94 0
75116004 O 12/01/08
0
1357353 622/652 F 270,000.00 ZZ
180 217,273.58 1
710 MADISON AVENUE 7.000 2,426.84 73
6.625 2,426.84 370,000.00
SAN DIEGO CA 92116 2 10/11/93 00
7022585 05 12/01/93 0
818053 O 11/01/08
0
1357365 654/652 F 277,000.00 ZZ
180 218,313.09 1
2034 WEST SPYGLASS TRAIL 6.625 2,432.04 74
6.375 2,432.04 375,000.00
OXNARD CA 93030 2 10/15/93 00
1148832 03 12/01/93 0
71001176 O 11/01/08
0
1
1357393 692/652 F 584,000.00 ZZ
180 469,036.76 1
101 SAN PABLO AVENUE 6.875 5,208.43 80
6.625 5,208.43 730,000.00
SAN FRANCISCO CA 94127 2 10/12/93 00
1149020 05 12/01/93 0
DRE040110 O 11/01/08
0
1357440 163/163 F 300,000.00 ZZ
180 128,966.93 1
1 PELHAM ROAD 6.875 2,675.57 59
6.625 2,675.57 510,000.00
ROCHESTER NY 14610 5 08/20/93 00
2600370712547 05 10/01/93 0
370712547 O 09/01/08
0
1357442 163/163 F 518,000.00 ZZ
180 414,369.32 1
3401 N ABINGDON STREET 7.000 4,655.94 71
6.750 4,655.94 730,000.00
ARLINGTON VA 22207 2 08/30/93 00
2600051379940 05 11/01/93 0
51379940 O 10/01/08
0
1357444 163/163 F 407,700.00 ZZ
180 132,521.55 1
17025 N. TRIPLE BUTTE CIRCLE 7.000 3,664.52 63
6.750 3,664.52 654,000.00
COLBERT WA 99005 5 07/01/93 00
2600052690770 05 09/01/93 0
52690770 O 08/01/08
0
1357446 163/163 F 221,600.00 ZZ
180 177,973.70 1
2117 HUNTERS WOOD LANE 7.125 2,007.32 58
6.875 2,007.32 385,000.00
LEXINGTON KY 40502 2 09/29/93 00
2600052545139 03 12/01/93 0
52545139 O 11/01/08
0
1357447 163/163 F 301,000.00 ZZ
180 238,810.88 1
1
15 CAREFREE LANE 7.125 2,726.56 79
6.875 2,726.56 382,000.00
SUFFERN NY 10901 2 07/14/93 00
2600370527800 05 09/01/93 0
370527800 O 08/01/08
0
1357448 163/163 F 270,000.00 ZZ
180 210,581.70 1
300 EASTLINE ROAD 7.125 2,445.75 90
6.875 2,445.75 300,000.00
BALLSTON LAKE NY 12019 1 09/15/93 04
2600370855983 05 11/01/93 17
370855983 O 10/01/08
0
1357449 163/163 F 224,000.00 ZZ
180 43,770.96 1
165 JEFFREY LANE 7.125 2,029.07 80
6.875 2,029.07 280,000.00
WEST SPRINGFIEL MA 01089 2 08/27/93 00
2600370978802 05 10/01/93 0
370978802 O 09/01/08
0
1357450 163/163 F 400,000.00 ZZ
180 320,324.31 1
59 OLD QUARRY ROAD 7.125 3,623.33 54
6.875 3,623.33 741,000.00
GUILFORD CT 06437 2 09/22/93 00
2600370980641 05 11/01/93 0
370980641 O 10/01/08
0
1357452 163/163 F 288,000.00 ZZ
180 229,168.37 1
516 SOUTH MELTON 7.250 2,629.05 80
7.000 2,629.05 360,000.00
JONESBORO AR 72401 2 09/10/93 00
2600052336908 05 11/01/93 0
52336908 O 10/01/08
0
1357454 163/163 F 307,000.00 ZZ
180 242,610.04 1
679 BRANDY COURT 7.250 2,802.49 63
7.000 2,802.49 495,000.00
WEDDINGTON NC 28173 2 06/10/93 00
2600052583094 03 08/01/93 0
1
52583094 O 07/01/08
0
1357457 163/163 F 650,000.00 ZZ
180 519,556.50 1
59 SOUTH WOODSIDE DRIVE 7.250 5,933.61 75
7.000 5,933.61 870,000.00
AMHERST NY 14221 2 08/24/93 00
2600370841751 05 10/01/93 0
370841751 O 09/01/08
0
1357459 163/163 F 265,000.00 ZZ
180 212,951.49 1
232 SUMMIT AVENUE UNIT W103 7.250 2,419.09 78
AKA A-2 7.000 2,419.09 340,005.00
BROOKLINE MA 02146 2 09/07/93 00
2600370974071 01 11/01/93 0
370974071 O 10/01/08
0
1357460 163/163 F 548,000.00 ZZ
180 213,517.22 1
1415 HIGH FOREST DRIVE NORTH 7.375 5,041.18 68
7.125 5,041.18 810,000.00
TUSCALOOSA AL 35406 2 05/28/93 00
2600051320601 05 08/01/93 0
51320601 O 07/01/08
0
1357461 163/163 F 440,000.00 ZZ
180 348,625.74 1
1317 CROWN CIRCLE 7.375 4,047.67 64
7.125 4,047.67 690,000.00
TUSCALOOSA AL 35406 2 06/02/93 00
2600051320614 03 08/01/93 0
51320614 O 07/01/08
0
1357462 163/163 F 214,750.00 ZZ
180 166,189.32 1
3811 BAYSIDE CIRCLE 7.375 1,975.54 86
7.125 1,975.54 250,000.00
MONROE LA 71201 2 07/26/93 04
2600052539637 05 09/01/93 17
52539637 O 08/01/08
0
1
1357472 163/163 F 253,800.00 ZZ
180 196,319.22 1
6 DRURY PLAINS ROAD 7.750 2,388.96 90
7.500 2,388.96 282,000.00
STRATHAM NH 03885 2 08/20/93 04
2600370882655 05 10/01/93 17
370882655 O 09/01/08
0
1357632 689/448 F 310,500.00 ZZ
180 249,376.45 1
16428 JONES CIRCLE 6.875 2,769.21 89
6.625 2,769.21 350,000.00
OMAHA NE 68118 1 10/21/93 10
366643 05 12/01/93 17
52762 O 11/01/08
0
1357636 562/562 F 345,000.00 ZZ
180 277,084.93 1
72 WALSINGHAM ROAD 6.875 3,076.90 73
6.625 3,076.90 475,000.00
MENDHAM NJ 07945 5 10/25/93 00
424713 05 12/01/93 0
424713 O 11/01/08
0
1357685 556/755 F 400,000.00 ZZ
180 321,886.69 1
1205 JOHN ROSS COURT 7.000 3,595.32 55
6.625 3,595.32 738,000.00
CROWNSVILLE MD 21032 2 09/29/93 00
1430166 05 12/01/93 0
831595 O 11/01/08
0
1357754 083/755 F 587,900.00 ZZ
180 468,687.81 1
822 KATESFORD ROAD 6.750 5,202.39 74
6.500 5,202.39 805,000.00
COCKEYSVILLE MD 21030 2 09/27/93 00
1429696 05 11/01/93 0
586216 O 10/01/08
0
1357951 010/F06 F 635,000.00 ZZ
180 433,276.96 1
5388 ROUND MEADOW ROAD 7.375 5,841.52 62
7.125 5,841.52 1,034,000.00
1
HIDDEN HILLS CA 91302 2 11/15/93 00
9711730 03 01/01/94 0
19163922 O 12/01/08
0
1358034 754/754 F 336,000.00 ZZ
156 249,724.90 1
718B QUAKER POINT ROAD 7.125 3,309.12 69
6.875 3,309.12 492,000.00
WEST BATH ME 04530 2 10/22/93 00
42097 05 12/01/93 0
42097 O 11/01/06
0
1358087 556/755 F 430,000.00 ZZ
180 345,826.98 1
224 N ROYAL STREET 7.000 3,864.97 58
6.625 3,864.97 751,800.00
ALEXANDRIA VA 22314 2 10/15/93 00
1430406 05 12/01/93 0
832227 O 11/01/08
0
1358094 367/367 F 440,000.00 ZZ
180 353,383.88 1
9834 KENTSDALE DR 6.875 3,924.16 74
6.625 3,924.16 600,000.00
POTOMAC MD 20854 1 10/22/93 00
75145450 05 12/01/93 0
75145450 O 11/01/08
0
1358097 369/369 F 216,750.00 ZZ
180 164,683.88 1
612 YEARLING COURT 7.000 1,948.22 90
6.750 1,948.22 243,000.00
SEVERN MD 21144 2 10/22/93 10
47799986 03 12/01/93 17
47799986 O 11/01/08
0
1358100 531/375 F 261,000.00 ZZ
180 190,513.46 1
228 DWIGHT ROAD 6.875 2,327.74 66
6.625 2,327.74 400,000.00
BURLINGAME CA 94010 2 10/06/93 00
254434 05 12/01/93 0
31865998 O 11/01/08
0
1
1358107 531/375 F 375,000.00 ZZ
180 301,179.04 1
810 WEST LAKE SAMMAMISH PKWY 6.875 3,344.46 55
NE 6.625 3,344.46 685,000.00
BELLEVUE WA 98008 5 10/12/93 00
251513 05 12/01/93 0
31786718 O 11/01/08
0
1358114 531/375 F 262,500.00 ZZ
180 209,692.23 1
12204 SW WILDWOOD STREET 6.875 2,341.12 73
6.625 2,341.12 360,000.00
TIGARD OR 97224 5 09/23/93 00
251357 05 11/01/93 0
31778218 O 10/01/08
0
1358233 083/755 F 316,000.00 ZZ
180 254,290.66 1
5 CENTENNIAL ROAD 7.000 2,840.30 80
6.750 2,840.30 395,000.00
LIVINGSTON NJ 07039 1 10/04/93 00
1430016 05 12/01/93 0
615262 O 11/01/08
0
1358263 100/100 F 449,150.00 ZZ
180 351,730.86 1
4611 20TH STREET 6.875 4,005.77 79
6.625 4,005.77 575,000.00
LYUBBOCK TX 79416 2 09/16/93 00
7627054 05 11/01/93 0
7627054 O 10/01/08
0
1358265 100/100 F 300,000.00 ZZ
180 238,505.19 1
4407 CAMERON OAKS DRIVE 7.250 2,738.59 51
7.000 2,738.59 595,000.00
CHARLOTTE NC 28211 1 07/20/93 00
7597568 05 09/01/93 0
7597568 O 08/01/08
0
1358270 100/100 F 247,500.00 ZZ
180 197,565.26 1
1
4805 ISLAND DRIVE 7.500 2,294.36 90
7.250 2,294.36 275,000.00
MIDLAND TX 79707 1 07/09/93 04
7582355 03 09/01/93 17
7582355 O 08/01/08
0
1358272 100/100 F 385,500.00 ZZ
180 309,784.26 1
33 SAWBUCK ROAD 7.250 3,519.09 45
7.000 3,519.09 875,000.00
RENO NV 89509 2 09/23/93 00
7622815 05 11/01/93 0
7622815 O 10/01/08
0
1358273 100/100 F 216,400.00 ZZ
180 163,570.57 1
435 EVANGELINE PLACE 7.125 1,960.22 75
6.875 1,960.22 290,000.00
SHREVEPORT LA 71106 2 08/26/93 00
7590990 05 10/01/93 0
7590990 O 09/01/08
0
1358274 100/100 F 225,950.00 ZZ
180 180,606.10 1
8302 COUNTRYSIDE 7.250 2,062.61 73
7.000 2,062.61 310,000.00
SAN ANTONIO TX 78209 2 08/09/93 00
7579231 05 10/01/93 0
7579231 O 09/01/08
0
1358275 100/100 F 262,500.00 ZZ
180 210,793.25 1
3700 WICKLOW DRIVE 7.875 2,489.69 75
7.625 2,489.69 350,000.00
FORT SMITH AR 72903 5 07/15/93 00
6838419 05 09/01/93 0
6838419 O 08/01/08
0
1358277 100/100 F 234,000.00 ZZ
180 168,600.97 1
3510 MAGNOLIA BLVD. 7.250 2,136.10 80
7.000 2,136.10 296,000.00
TEMPLE TX 76502 2 06/24/93 00
7574328 05 08/01/93 0
1
7574328 O 07/01/08
0
1358280 100/100 F 442,400.00 ZZ
180 331,050.03 1
3406 LAKE DESIARD DRIVE 7.500 4,101.10 80
7.250 4,101.10 553,000.00
MONROE LA 71201 2 06/14/93 00
7398098 05 08/01/93 0
7398098 O 07/01/08
0
1358285 100/100 F 250,000.00 ZZ
180 199,761.06 1
649 SOUTH YORK STREET 7.250 2,282.16 80
7.000 2,282.16 315,000.00
DENVER CO 80209 2 08/12/93 00
7581570 05 10/01/93 0
7581570 O 09/01/08
0
1358287 100/100 F 230,250.00 ZZ
180 182,678.60 1
602 CONCHO COURT 7.125 2,085.68 75
6.875 2,085.68 307,000.00
SOUTHLAKE TX 76092 2 07/02/93 00
7590855 03 09/01/93 0
7590855 O 08/01/08
0
1358304 100/100 F 250,000.00 ZZ
180 196,746.45 1
6811 ISLAND CIRCLE 7.375 2,299.81 70
7.125 2,299.81 359,500.00
MIDLAND TX 79707 1 07/23/93 00
7586649 03 09/01/93 0
7586649 O 08/01/08
0
1358324 356/356 F 282,500.00 ZZ
180 226,888.47 1
2287 OCASO CAMINO 6.875 2,519.49 71
6.625 2,519.49 400,000.00
FREMONT CA 94539 2 10/06/93 00
2052389 03 12/01/93 0
2052389 O 11/01/08
0
1
1358332 635/225 F 227,000.00 ZZ
180 181,289.18 1
191 CONRAD DRIVE 6.875 2,024.51 80
6.625 2,024.51 285,000.00
MADISON CT 06443 2 09/28/93 00
9423025 05 12/01/93 0
3261013 O 11/01/08
0
1358356 635/225 F 235,000.00 ZZ
180 188,367.56 1
39 WHICHATA ROAD 6.750 2,079.54 56
6.500 2,079.54 425,000.00
MEDFIELD MA 02052 2 10/01/93 00
9423509 05 12/01/93 0
3292455 O 11/01/08
0
1358358 028/652 F 275,000.00 ZZ
180 218,773.38 1
2178 CAMINITO DEL BARCO 7.000 2,471.78 69
6.625 2,471.78 400,000.00
DEL MAR CA 92014 5 10/11/93 00
1149822 01 12/01/93 0
118044 O 11/01/08
0
1358366 334/652 F 295,000.00 ZZ
180 236,927.24 1
500 UNIVERSITY AVENUE 6.875 2,630.98 23
6.625 2,630.98 1,325,000.00
LOS ALTOS CA 94022 5 09/28/93 00
1504380 05 12/01/93 0
993834 O 11/01/08
0
1358372 729/729 F 249,000.00 ZZ
180 194,440.83 1
3148 ST IVES COUNTY CLUB PKWY 7.125 2,255.52 56
6.875 2,255.52 450,000.00
DULUTH GA 30136 2 10/27/93 00
8078917 03 12/01/93 0
849032 O 11/01/08
0
1358429 356/356 F 232,000.00 ZZ
180 188,751.78 1
4629 ELMHURST DRIVE 7.375 2,134.23 83
7.125 2,134.23 280,000.00
1
SAN JOSE CA 95129 2 11/16/93 11
2120848 05 01/01/94 17
2120848 O 12/01/08
0
1358460 356/356 F 275,500.00 ZZ
180 224,143.24 1
4554 WINTER COURT 7.375 2,534.39 77
7.125 2,534.39 360,000.00
PLEASANTON CA 94566 2 11/16/93 00
2134484 03 01/01/94 0
2134484 O 12/01/08
0
1358571 769/755 F 600,000.00 ZZ
180 490,655.88 1
10 BRADLEY COURT 7.375 5,519.54 43
7.125 5,519.54 1,413,000.00
ESSEX FELLS NJ 07021 1 12/15/93 00
1435706 05 02/01/94 0
100100348 O 01/01/09
0
1358739 267/267 F 226,300.00 ZZ
180 181,034.68 1
161 NW 127TH AVE 6.625 1,986.90 48
6.375 1,986.90 475,000.00
PLANTATION FL 33325 5 10/21/93 00
7121556 03 12/01/93 0
7121556 O 11/01/08
0
1358779 283/526 F 235,000.00 ZZ
180 187,446.62 1
10 TAMWORTH ROAD 6.625 2,063.29 68
6.375 2,063.29 350,000.00
NEWTON MA 02168 5 11/22/93 00
6119222 05 01/01/94 0
4195362 O 12/01/08
0
1358902 372/372 F 238,100.00 T
180 190,852.53 1
167 THOMSON LANE 6.750 2,106.97 52
6.500 2,106.97 460,000.00
COPPEROPOLIS CA 95228 2 10/21/93 00
6356950 03 12/01/93 0
6356950 O 11/01/08
0
1
1359271 230/230 F 291,000.00 ZZ
180 236,206.21 1
19821 34TH ST E 6.875 2,595.30 69
6.625 2,595.30 425,000.00
SUMNER WA 98390 2 12/03/93 00
129250 05 02/01/94 0
129250 O 01/01/09
0
1359378 450/652 F 287,000.00 ZZ
180 228,052.93 1
1130 CHULA VISTA DRIVE 6.250 2,460.80 64
6.000 2,460.80 450,000.00
BELMONT CA 94002 2 09/30/93 00
7026016 05 12/01/93 0
3464187 O 11/01/08
0
1359380 195/755 F 628,000.00 ZZ
180 500,811.12 1
OLD TAPPAN ROAD 6.250 5,384.62 80
6.000 5,384.62 785,000.00
LOCUST VALLEY NY 11560 1 11/09/93 00
1432926 05 01/01/94 0
41951 O 12/01/08
0
1359705 686/686 F 232,000.00 ZZ
180 184,177.69 1
26-44 CLEARVIEW EXPRESSWAY 6.150 1,976.60 80
5.900 1,976.60 290,000.00
BAYSIDE NY 11360 1 10/27/93 00
030815022561 05 12/01/93 0
030815022561 O 11/01/08
0
1360186 163/163 F 300,000.00 ZZ
180 240,603.04 1
170 HOLLYWOOD AVENUE 7.125 2,717.50 71
6.875 2,717.50 425,000.00
ROCHESTER NY 14618 5 09/03/93 00
2600370707992 05 11/01/93 0
370707992 O 10/01/08
0
1360636 612/772 F 356,200.00 ZZ
180 258,312.50 1
1
8900 TARA HILL ROAD 6.875 3,176.79 70
6.625 3,176.79 511,000.00
DARIEN IL 60561 2 11/08/93 00
70015862 05 01/01/94 0
70015862 O 12/01/08
0
1360789 083/755 F 250,000.00 ZZ
180 180,122.16 1
2852 ALPINE ROAD NE 6.250 2,143.56 76
6.000 2,143.56 330,000.00
ATLANTA GA 30305 2 10/14/93 00
1432726 05 12/01/93 0
253990 O 11/01/08
0
1360833 323/G01 F 302,000.00 ZZ
180 242,431.77 1
8700 KILLARNEY PLACE 7.250 2,756.85 49
7.000 2,756.85 620,000.00
WICHITA KS 67206 2 09/24/93 00
0430439299 03 11/01/93 0
0531300770 O 10/01/08
0
1361264 209/755 F 222,000.00 ZZ
180 178,905.48 1
3409 WAKE DRIVE 6.750 1,964.50 71
6.500 1,964.50 315,000.00
KENSINGTON MD 20895 2 11/03/93 00
1434286 05 01/01/94 0
931328566 O 12/01/08
0
1361436 627/652 F 250,000.00 ZZ
180 204,440.07 1
6 QUIET MOON 7.375 2,299.81 46
7.125 2,299.81 555,000.00
IRVINE CA 92714 2 12/02/93 00
1154731 03 02/01/94 0
24444 O 01/01/09
0
1361466 241/241 F 325,000.00 ZZ
180 260,891.48 1
7010 BREAKWATER PLACE 6.500 2,831.10 70
6.250 2,831.10 470,000.00
PROSPECT KY 40059 2 11/04/93 00
1807296 05 01/01/94 0
1
1807296 O 12/01/08
0
1362026 077/377 F 237,000.00 ZZ
180 190,622.58 1
382 BISHOPSBRIDGE 6.625 2,080.85 50
6.375 2,080.85 475,000.00
CINCINNATI OH 45255 2 11/08/93 00
6391965 05 01/01/94 0
332264 O 12/01/08
0
1362139 299/299 F 285,600.00 ZZ
180 226,636.21 1
5610 WISCONSIN AVENUE #504 6.125 2,429.39 80
5.875 2,429.39 357,000.00
CHEVY CHASE MD 20815 2 10/20/93 00
231657 06 12/01/93 0
231657 O 11/01/08
0
1362150 429/429 F 220,000.00 ZZ
180 158,318.62 1
1713 WATERGLEN LANE 6.125 1,871.37 51
5.875 1,871.37 436,000.00
WEST CHESTER PA 19382 5 11/05/93 00
0020286266 05 01/01/94 0
93095085 O 12/01/08
0
1362235 429/429 F 244,350.00 ZZ
180 196,534.43 1
5609 ONTARIO CIRCLE 6.625 2,145.38 52
6.375 2,145.38 470,000.00
BETHESDA MD 20816 2 11/08/93 00
0020292827 05 01/01/94 0
93096606 O 12/01/08
0
1362350 429/429 F 268,000.00 ZZ
180 213,857.95 1
73 MALIBU ROAD 6.125 2,279.68 60
5.875 2,279.68 450,000.00
STAMFORD CT 06903 2 10/29/93 00
0020294435 05 01/01/94 0
93096915 O 12/01/08
0
1
1362888 429/429 F 255,000.00 ZZ
180 202,598.66 1
51 DOWNING SHORE ROAD 6.250 2,186.43 64
6.000 2,186.43 400,000.00
MOULTONBORO NH 03254 2 11/05/93 00
0020279220 05 01/01/94 0
93093251 O 12/01/08
0
1363035 225/448 F 339,000.00 ZZ
180 264,946.76 1
520 N PARKWAY STREET 6.875 3,023.39 60
6.625 3,023.39 565,000.00
GOLDEN BEACH FL 33160 2 11/15/93 00
2224387 05 01/01/94 0
2224387 O 12/01/08
0
1363036 225/448 F 294,280.00 ZZ
180 238,521.68 1
708 BLENHEIM DRIVE 7.125 2,665.69 72
6.875 2,665.69 412,000.00
RALEIGH NC 27612 2 11/15/93 00
2336371 05 01/01/94 0
336371 O 12/01/08
0
1363037 225/448 F 220,000.00 ZZ
180 116,753.67 1
18 SHADY GLEN COURT UNIT 403 7.000 1,977.42 69
6.750 1,977.42 320,000.00
NEW ROCHELLE NY 10805 2 11/16/93 00
2223764 08 01/01/94 0
2223764 O 12/01/08
0
1363038 225/448 F 214,000.00 ZZ
180 170,544.73 1
2224 RIVER RIDGE RD 7.000 1,923.49 60
6.750 1,923.49 360,000.00
ST CLOUD MN 56301 2 10/15/93 00
0187004 05 12/01/93 0
0187004 O 11/01/08
0
1363040 225/448 F 300,000.00 ZZ
180 229,576.73 1
7741 WEST 96TH STREET 6.500 2,613.33 55
6.250 2,613.33 545,851.00
1
BLOOMINGTON MN 55438 1 09/01/93 00
2332984 05 11/01/93 0
332984 O 10/01/08
0
1363041 225/448 F 292,000.00 ZZ
180 235,770.92 1
1 CHEVOIT COURT 6.875 2,604.23 37
6.625 2,604.23 803,000.00
DURHAM NC 27712 2 11/10/93 00
2313281 03 01/01/94 0
2313281 O 12/01/08
0
1363107 225/448 F 225,000.00 ZZ
180 163,404.06 1
10519 TANAGER LANE 6.875 2,006.67 35
6.625 2,006.67 661,000.00
POTOMAC MD 20854 5 11/17/93 00
2316778 05 01/01/94 0
2316778 O 12/01/08
0
1363115 169/287 F 290,000.00 ZZ
180 227,492.57 1
5446 TALL OAKS 6.550 2,534.19 50
6.300 2,534.19 580,000.00
LONG GROVE IL 60047 5 11/02/93 00
0789727 05 01/01/94 0
8114561 O 12/01/08
0
1363120 225/448 F 225,000.00 ZZ
180 180,616.73 1
1 HOBBY LANE 6.500 1,960.00 20
6.250 1,960.00 1,125,000.00
BEDFORD NY 10506 2 11/02/93 00
2223037 05 01/01/94 0
2223037 O 12/01/08
0
1363124 225/448 F 237,000.00 ZZ
120 123,178.47 1
1158 RIVER FALL COVE 7.000 2,751.77 33
6.750 2,751.77 725,000.00
MEMPHIS TN 38120 2 11/12/93 00
2336076 05 01/01/94 0
2336076 O 12/01/03
0
1
1363126 225/448 F 390,000.00 ZZ
180 314,293.29 1
1515 STATE STREET 6.750 3,451.15 72
6.500 3,451.15 545,000.00
NEW ORLEANS LA 70118 2 11/11/93 00
2224468 05 01/01/94 0
2224468 O 12/01/08
0
1363129 225/448 F 217,500.00 ZZ
180 171,982.06 1
13140 SW 70 AVENUE 6.875 1,939.78 75
6.625 1,939.78 290,000.00
MIAMI FL 33156 2 11/17/93 00
2224474 05 01/01/94 0
2224474 O 12/01/08
0
1363131 225/448 F 315,000.00 ZZ
180 254,342.42 1
1010 HARDSCRABBLE ROAD 6.875 2,809.35 70
6.625 2,809.35 450,000.00
CHAPPAQUA NY 10514 2 11/05/93 00
2222875 05 01/01/94 0
2222875 O 12/01/08
0
1363208 241/241 F 410,800.00 ZZ
120 144,530.09 1
11128 SOUTH HUDSON AVENUE 6.625 4,690.72 66
6.375 4,690.72 630,000.00
TULSA OK 74137 2 11/09/93 00
1807809 05 01/01/94 0
1807809 O 12/01/03
0
1363215 225/448 F 280,000.00 ZZ
180 226,082.77 1
2822 GIVERNY DRIVE 6.875 2,497.19 66
6.625 2,497.19 429,000.00
CHARLOTTE NC 28226 5 11/12/93 00
2331889 03 01/01/94 0
2331889 O 12/01/08
0
1363312 241/241 F 253,000.00 ZZ
180 204,258.28 1
1
12970 PORTSMOUTH DRIVE 6.875 2,256.39 73
6.625 2,256.39 350,000.00
CARMEL IN 46032 5 11/11/93 00
1807049 03 01/01/94 0
1807049 O 12/01/08
0
1363413 367/367 F 306,000.00 ZZ
180 244,753.69 1
3406 N ABINGDON STREET 6.375 2,644.61 50
6.125 2,644.61 621,000.00
ARLINGTON VA 22207 2 11/18/93 00
75264330 05 01/01/94 0
75264330 O 12/01/08
0
1363582 672/447 F 256,500.00 ZZ
180 199,774.16 1
1880 FAIRFIELD TERRACE 7.000 2,305.49 75
6.750 2,305.49 342,000.00
HENDERSON NV 89014 5 11/15/93 00
1977120 03 01/01/94 0
0149027990 O 12/01/08
0
1363612 077/377 F 275,000.00 ZZ
180 205,529.19 1
7117 TEMPERANCE POINT STREET 6.625 2,414.48 70
6.375 2,414.48 395,000.00
WESTERVILLE OH 43081 2 11/17/93 00
6392021 05 01/01/94 0
332753 O 12/01/08
0
1363703 608/608 F 279,000.00 ZZ
180 223,511.45 1
201 NORTH CONGRESS STREET 6.375 2,411.26 75
6.125 2,411.26 372,000.00
NEWTOWN PA 18940 5 11/11/93 00
50009231 05 01/01/94 0
50009231 O 12/01/08
0
1363734 594/652 F 540,000.00 ZZ
180 432,627.34 1
101 UPPER TOYON DRIVE 6.375 4,666.96 75
6.125 4,666.96 725,000.00
KENTFIELD CA 94904 2 11/11/93 00
7032758 05 01/01/94 0
1
69112084 O 12/01/08
0
1363823 556/755 F 308,600.00 ZZ
180 249,174.83 1
9 JOEL COURT 6.875 2,752.27 88
6.625 2,752.27 353,000.00
REISTERSTOWN MD 21136 2 11/02/93 04
1434806 05 01/01/94 17
832202 O 12/01/08
0
1363825 561/755 F 226,000.00 ZZ
180 182,480.41 1
1750 HORSESHOE BEND 6.875 2,015.60 79
6.625 2,015.60 287,500.00
YARDLEY PA 19067 2 11/23/93 00
1435286 05 01/01/94 0
5879721 O 12/01/08
0
1363831 694/755 F 233,000.00 ZZ
180 188,852.88 1
2081 RARITON ROAD 7.125 2,110.59 63
6.875 2,110.59 375,000.00
SCOTCH PLAINS NJ 07090 2 11/30/93 00
1435146 05 01/01/94 0
2000102000 O 12/01/08
0
1363838 313/755 F 400,000.00 ZZ
180 297,256.62 1
9090 NORTH GREEN BROOK ROAD 6.875 3,567.42 68
6.625 3,567.42 590,000.00
RIVER HILLS WI 53217 2 11/22/93 00
1435556 05 01/01/94 0
5618715 O 12/01/08
0
1363840 267/267 F 576,000.00 ZZ
180 466,864.14 1
3320 OAKMONT VIEW DR 7.125 5,217.59 80
6.875 5,217.59 720,000.00
GLENDALE CA 91208 2 11/20/93 00
7180330 05 01/01/94 0
7180330 O 12/01/08
0
1
1363913 443/652 F 600,000.00 ZZ
180 482,830.68 1
2928 CLIFF DRIVE 7.000 5,392.97 73
6.750 5,392.97 825,000.00
NEWPORT BEACH CA 92663 2 10/06/93 00
7031875 05 12/01/93 0
21012530877 O 11/01/08
0
1363928 443/652 F 279,900.00 ZZ
180 214,135.15 1
3830 SHANNON ROAD 6.875 2,496.30 44
6.625 2,496.30 650,000.00
LOS ANGELES CA 90027 2 10/18/93 00
7032006 05 12/01/93 0
2199004034 O 11/01/08
0
1363968 232/047 F 246,250.00 ZZ
180 201,373.66 1
4375 ST CHARLES WAY 7.375 2,265.31 56
7.125 2,265.31 445,000.00
BOCA RATON FL 33434 1 12/03/93 00
13809079 05 02/01/94 0
809079 O 01/01/09
0
1364024 324/E42 F 243,000.00 ZZ
180 190,002.64 1
25 DOGWOOD LANE 6.500 2,116.80 61
6.250 2,116.80 400,000.00
IRVINGTON NY 10533 2 11/29/93 00
2333099743 05 01/01/94 0
2333099743 O 12/01/08
0
1364189 100/100 F 234,900.00 ZZ
180 159,566.41 1
3714 N. CLEVELAND 6.750 2,078.65 73
6.500 2,078.65 326,000.00
ENID OK 73703 2 10/20/93 04
7629946 05 12/01/93 17
7629946 O 11/01/08
0
1364190 100/100 F 250,000.00 ZZ
180 200,391.43 1
8384 BERGEN DRIVE 6.750 2,212.27 79
6.500 2,212.27 317,500.00
1
MEMPHIS TN 38018 2 10/01/93 00
7641966 05 12/01/93 0
7641966 O 11/01/08
0
1364191 100/100 F 400,000.00 ZZ
180 322,352.18 1
1065 BRIGHTON DRIVE 6.750 3,539.64 72
6.500 3,539.64 560,000.00
MENASHA WI 54952 2 11/01/93 00
7643239 05 01/01/94 0
7643239 O 12/01/08
0
1364192 100/100 F 234,000.00 ZZ
180 172,335.09 1
4622 CHESTERFIELD PLACE 6.625 2,054.51 90
6.375 2,054.51 260,500.00
JAMESTOWN NC 27282 1 10/29/93 04
7644632 05 12/01/93 17
7644632 O 11/01/08
0
1364193 100/100 F 215,200.00 ZZ
180 173,088.94 1
2531 QUAIL RIDGE DRIVE 6.625 1,889.44 80
6.375 1,889.44 269,000.00
BURLINGTON IA 52601 1 11/05/93 00
7690375 05 01/01/94 0
7690375 O 12/01/08
0
1364194 100/100 F 270,141.00 ZZ
180 216,227.49 1
8545 RAINTREE WOODS DRIVE 7.000 2,428.10 76
6.750 2,428.10 360,000.00
FAIR OAKS TX 78006 2 09/17/93 00
7618768 03 11/01/93 0
7618768 O 10/01/08
0
1364195 100/100 F 316,000.00 ZZ
180 254,290.67 1
101 LINDY LANE 7.000 2,840.30 45
6.750 2,840.30 710,000.00
BALA CYNWYD PA 19004 2 09/30/93 00
7621379 03 12/01/93 0
7621379 O 11/01/08
0
1
1364196 100/100 F 650,000.00 ZZ
180 521,956.37 1
34177 ELKS ROAD 7.000 5,842.38 68
6.750 5,842.38 960,000.00
SLIDELL LA 70460 1 11/01/93 00
7650516 05 12/01/93 0
7650516 O 11/01/08
0
1364197 100/100 F 237,650.00 ZZ
180 191,236.29 1
5447 EAST LUPINE AVENUE 7.375 2,186.20 70
7.125 2,186.20 339,500.00
PHOENIX AZ 85254 1 09/09/93 00
7614878 05 11/01/93 0
7614878 O 10/01/08
0
1364222 163/163 F 229,500.00 ZZ
180 183,495.39 1
BE 201 PONDSIDE DRIVE 6.250 1,967.79 80
6.000 1,967.79 286,875.00
WHITE PLAINS NY 10606 1 11/12/93 00
2600370897268 01 01/01/94 0
370897268 O 12/01/08
0
1364223 163/163 F 250,000.00 ZZ
180 201,469.85 1
104 DORAL GREENS DRIVE WEST 6.750 2,212.28 69
6.500 2,212.28 365,657.00
RYE NY 10573 1 11/15/93 00
2600370519876 01 01/01/94 0
370519876 O 12/01/08
0
1364224 163/163 F 228,750.00 ZZ
180 181,437.91 1
15 EASTWAY 6.750 2,024.24 75
6.500 2,024.24 305,000.00
READING MA 01867 5 11/18/93 00
2600371002858 05 01/01/94 0
371002858 O 12/01/08
0
1364225 163/163 F 382,500.00 ZZ
180 308,249.35 1
1
50 NARRAGANSETT BAY AVENUE 6.750 3,384.78 85
6.500 3,384.78 450,000.00
WARWICK RI 02889 1 11/15/93 04
2600371169597 05 01/01/94 12
371169597 O 12/01/08
0
1364226 163/163 F 290,000.00 ZZ
180 233,719.90 1
127 TURTLE COVE LANE 6.875 2,586.38 71
6.625 2,586.38 410,000.00
HUNTINGTON NY 11743 2 11/12/93 00
2600370733005 05 01/01/94 0
370733005 O 12/01/08
0
1364227 163/163 F 440,000.00 ZZ
180 355,272.62 1
CHINA CIRCLE WEST 6.875 3,924.16 80
6.625 3,924.16 552,000.00
KENT NY 10512 1 11/12/93 00
2600370896243 05 01/01/94 0
370896243 O 12/01/08
0
1364229 163/163 F 293,400.00 ZZ
180 219,552.94 1
8 ROLLING BROOK DRIVE 7.375 2,699.06 65
7.125 2,699.06 454,954.00
SARATOGA SPRING NY 12866 2 11/11/93 00
2600370862264 05 01/01/94 0
370862264 O 12/01/08
0
1364262 556/755 F 246,000.00 ZZ
180 198,629.25 1
928 BENFIELD DR 6.875 2,193.97 85
6.625 2,193.97 290,000.00
GREENSBORO NC 27410 2 11/08/93 01
1435196 05 01/01/94 12
765081 O 12/01/08
0
1364316 313/755 F 385,000.00 ZZ
180 310,863.52 1
10619 NORTH AUGUSTA COURT 6.875 3,433.64 75
6.625 3,433.64 514,000.00
MEQUON WI 53092 2 11/29/93 00
1435606 05 01/01/94 0
1
5618632 O 12/01/08
0
1364420 367/367 F 207,000.00 ZZ
180 158,391.93 1
6757 GRAY POST COURT 6.750 1,831.76 71
6.500 1,831.76 295,000.00
CENTREVILLE VA 22020 2 11/23/93 00
75196632 05 01/01/94 0
75196632 O 12/01/08
0
1364450 169/287 F 277,500.00 ZZ
180 215,420.65 1
10116 BULL VALLEY ROAD 6.750 2,455.63 74
6.500 2,455.63 375,000.00
WOODSTOCK IL 60098 2 11/18/93 00
0779843 05 01/01/94 0
8006466 O 12/01/08
0
1364456 169/287 F 218,000.00 ZZ
180 174,434.05 1
904 WILLIAM ST 5.950 1,833.73 45
5.825 1,833.73 485,000.00
RIVER FOREST IL 60305 5 12/01/93 00
0853093 05 02/01/94 0
9007407 O 01/01/09
0
1364473 696/755 F 262,500.00 ZZ
180 213,165.93 1
10203 OLD HUNT ROAD 7.250 2,396.27 70
7.000 2,396.27 380,000.00
VIENNA VA 22181 5 11/16/93 00
1435336 05 01/01/94 0
2193824 O 12/01/08
0
1364534 047/047 F 280,000.00 ZZ
180 227,277.24 1
1408 E MAC PHAIL ROAD 6.875 2,497.20 76
6.625 2,497.20 370,000.00
BEL AIR MD 21015 1 12/07/93 00
10855105-2 05 02/01/94 0
855105 O 01/01/09
0
1
1364540 696/755 F 231,000.00 ZZ
180 186,844.40 1
665 BAY GREEN DRIVE 6.750 2,044.14 65
6.500 2,044.14 358,000.00
ARNOLD MD 21012 5 12/02/93 00
1435726 03 02/01/94 0
2123915 O 01/01/09
0
1364545 241/241 F 300,000.00 ZZ
180 242,231.58 1
8518 CLEW COURT 6.875 2,675.56 66
6.625 2,675.56 460,000.00
INDIANAPOLIS IN 46236 2 11/05/93 00
1769926 05 01/01/94 0
1769926 O 12/01/08
0
1364562 083/755 F 250,750.00 ZZ
180 191,300.61 1
2872 CHERRY LANE 6.500 2,184.31 85
6.250 2,184.31 295,000.00
DENVER NC 28037 2 11/04/93 04
1435646 05 01/01/94 17
588821 O 12/01/08
0
1364564 083/755 F 205,000.00 ZZ
180 164,237.91 1
4483 HEATH ROAD 6.375 1,771.72 83
6.125 1,771.72 247,000.00
NASHVILLE TN 37221 2 11/16/93 04
1435906 05 01/01/94 12
589082 O 12/01/08
0
1364690 083/755 F 293,400.00 ZZ
180 235,387.74 1
198 FERNWOOD AVENUE 6.500 2,555.83 89
6.250 2,555.83 330,000.00
UPPER MONTCLAIR NJ 07043 1 11/15/93 04
1438816 05 01/01/94 17
972892 O 12/01/08
0
1364691 069/652 F 248,000.00 ZZ
180 200,628.44 1
691 W WASHINGTON BLVD 7.000 2,229.10 75
6.750 2,229.10 335,000.00
1
LOS ANGELES CA 90291 2 10/27/93 00
1155258 05 01/01/94 0
1910322 O 12/01/08
0
1364800 556/755 F 266,000.00 ZZ
120 171,422.67 1
3827 BLENHEIM ROAD 6.500 3,020.38 75
6.250 3,020.38 355,000.00
PHOENIX MD 21131 5 11/16/93 00
1436036 05 01/01/94 0
832655 O 12/01/03
0
1364816 367/367 F 237,000.00 ZZ
180 191,363.06 1
6803 EAST AVENUE 6.875 2,113.69 69
6.625 2,113.69 345,000.00
CHEVY CHASE MD 20815 2 11/12/93 00
75182141 05 01/01/94 0
75182141 O 12/01/08
0
1364912 028/755 F 318,750.00 ZZ
180 257,370.52 1
11649 HAVENNER ROAD 6.875 2,842.79 75
6.625 2,842.79 425,000.00
FAIRFAX STATION VA 22039 5 11/01/93 00
1436096 03 01/01/94 0
314478 O 12/01/08
0
1365043 450/755 F 343,200.00 ZZ
180 276,179.09 1
194 WEST LAKE STREET 7.000 3,084.78 80
6.750 3,084.78 429,000.00
EXCELSIOR MN 55331 1 10/29/93 00
1436226 05 12/01/93 0
3466208 O 11/01/08
0
1365045 267/267 F 285,800.00 ZZ
180 231,546.85 1
1030 N ISLAND BLVD 6.750 2,529.08 44
6.500 2,529.08 650,000.00
RUSKIN FL 33570 2 12/02/93 00
7132701 05 02/01/94 0
7132701 O 01/01/09
0
1
1365861 076/076 F 600,000.00 ZZ
180 472,429.62 1
172 BEACH STREET 7.000 5,392.97 55
6.750 5,392.97 1,100,000.00
COHASSET MA 02025 5 06/09/93 00
3063182 05 08/01/93 0
3063182 O 07/01/08
0
1365863 076/076 F 279,000.00 ZZ
180 224,201.90 1
13714 THREE FATHOMS BANK DRIVE 7.250 2,546.89 90
7.000 2,546.89 310,000.00
CORPUS CHRISTI TX 78418 2 09/23/93 04
3198292 03 11/01/93 17
3198292 O 10/01/08
0
1365864 076/076 F 300,000.00 ZZ
180 239,314.74 1
5620 MARSH BAY DRIVE 7.125 2,717.49 52
6.875 2,717.49 585,000.00
WILMINGTON NC 28409 2 08/25/93 00
3198632 05 10/01/93 0
3198632 O 09/01/08
0
1365865 076/076 F 302,000.00 ZZ
180 241,728.07 1
101 ROYAL RIDGE DRIVE 7.000 2,714.46 62
6.750 2,714.46 490,000.00
ROCKY MOUNT NC 27804 2 09/13/93 00
3224612 05 11/01/93 0
3224612 O 10/01/08
0
1365866 076/076 F 280,800.00 ZZ
180 220,908.29 1
27 VIRGINIA RAIL DRIVE 7.000 2,523.91 90
6.750 2,523.91 312,000.00
MARLBOROUGH CT 06447 2 09/24/93 04
3244282 05 11/01/93 17
3244282 O 10/01/08
0
1365868 076/076 F 408,000.00 ZZ
180 328,324.86 1
1
12005 PINEY MEETINGHOUSE ROAD 7.000 3,667.22 41
6.750 3,667.22 1,000,000.00
POTOMAC MD 20854 2 10/08/93 00
3269502 05 12/01/93 0
3269502 O 11/01/08
0
1365870 076/076 F 330,000.00 ZZ
180 263,613.23 1
3387 STEPHENSON PL N.W. 6.875 2,943.12 62
6.625 2,943.12 534,000.00
WASHINGTON DC 20015 2 09/27/93 00
3275142 05 11/01/93 0
3275142 O 10/01/08
0
1365871 076/076 F 370,000.00 ZZ
180 296,157.08 1
213 PITT STREET 7.000 3,325.66 56
6.750 3,325.66 661,000.00
MT PLEASANT SC 29464 2 09/22/93 00
3291132 05 11/01/93 0
3291132 O 10/01/08
0
1365875 076/076 F 300,000.00 ZZ
180 236,895.48 1
246S SOUTH MAIN STREET 6.750 2,654.73 79
6.500 2,654.73 380,000.00
ANDOVER MA 01810 2 10/05/93 00
3314342 05 12/01/93 0
3314342 O 11/01/08
0
1365878 076/076 F 223,000.00 ZZ
180 180,711.53 1
ONE WINDY RIDGE LANE 7.125 2,020.01 80
6.875 2,020.01 280,000.00
NEW MILFORD CT 06776 2 11/05/93 00
3329442 05 01/01/94 0
3329442 O 12/01/08
0
1365879 076/076 F 234,000.00 ZZ
180 178,671.14 1
6311 MARABELLA BLVD 7.000 2,103.26 90
6.750 2,103.26 260,000.00
APOLLO BEACH FL 33572 2 11/04/93 04
3331192 03 01/01/94 17
1
3331192 O 12/01/08
0
1365880 076/076 F 280,000.00 ZZ
180 225,208.55 1
1831 ROCKWOOD TRAIL 6.625 2,458.38 80
6.375 2,458.38 350,000.00
FAYETTEVILLE AR 72701 2 11/05/93 00
3338052 05 01/01/94 0
3338052 O 12/01/08
0
1365881 076/076 F 260,000.00 ZZ
180 208,407.12 1
25853 WEST CANYON ROAD 6.750 2,300.76 47
6.500 2,300.76 557,000.00
POULSBO WA 98370 5 10/15/93 00
3344382 05 12/01/93 0
3344382 O 11/01/08
0
1365883 076/076 F 242,000.00 ZZ
180 192,928.38 1
6190 RACHEL RIDGE 6.750 2,141.48 72
6.500 2,141.48 340,000.00
NORCROSS GA 30092 2 09/23/93 00
3349652 03 11/01/93 0
3349652 O 10/01/08
0
1365884 076/076 F 333,000.00 ZZ
180 266,540.99 1
15 OWINGS STONE ROAD 7.000 2,993.10 66
6.750 2,993.10 510,000.00
BARRINGTON RI 02806 2 09/29/93 00
3403472 05 11/01/93 0
3403472 O 10/01/08
0
1365885 076/076 F 435,000.00 ZZ
180 324,954.16 1
1423 SOUTH LAKESHORE DRIVE 6.875 3,879.57 44
6.625 3,879.57 1,000,000.00
SARASOTA FL 34231 2 09/30/93 00
3403622 05 12/01/93 0
3403622 O 11/01/08
0
1
1365886 076/076 F 460,000.00 ZZ
180 369,197.73 1
64 BRAMBLY HEDGE CIRCLE 6.875 4,102.53 36
6.625 4,102.53 1,300,000.00
FAIRFIELD CT 06430 2 10/04/93 00
3403732 05 12/01/93 0
3403732 O 11/01/08
0
1365888 076/076 F 616,000.00 ZZ
180 494,737.03 1
703 NATHAN HALE DRIVE 6.875 5,493.83 62
6.625 5,493.83 1,000,000.00
NAPLES FL 33963 2 10/08/93 00
3403842 05 12/01/93 0
3403842 O 11/01/08
0
1365889 076/076 F 226,400.00 ZZ
180 184,195.94 1
58 ENGLEWOOD RD 7.375 2,082.71 80
7.125 2,082.71 283,000.00
LONGMEADOW MA 01106 2 11/01/93 00
3404252 05 01/01/94 0
3404252 O 12/01/08
0
1365890 076/076 F 300,000.00 ZZ
180 229,754.18 1
106 TOWER RD 6.875 2,675.57 80
6.625 2,675.57 375,000.00
BROOKFIELD CT 06804 2 11/08/93 00
3404432 05 01/01/94 0
3404432 O 12/01/08
0
1365891 076/076 F 305,000.00 ZZ
180 247,210.86 1
35 CLOVELLY ROAD 7.125 2,762.79 57
6.875 2,762.79 535,000.00
WELLESLEY MA 02181 2 10/28/93 00
3404482 05 01/01/94 0
3404482 O 12/01/08
0
1365892 076/076 F 303,000.00 ZZ
180 243,352.97 1
7 ROSEWOOD COURT 6.875 2,702.32 79
6.625 2,702.32 387,000.00
1
EAST GREENWICH RI 02818 2 10/22/93 00
3404682 05 12/01/93 0
3404682 O 11/01/08
0
1365893 076/076 F 375,000.00 T
180 174,600.55 1
80 SAQUATUCKET ROAD 7.375 3,449.72 73
7.125 3,449.72 520,000.00
HARWICHPORT MA 02646 2 11/09/93 00
3404982 05 01/01/94 0
3404982 O 12/01/08
0
1365894 076/076 F 280,000.00 ZZ
180 223,545.95 1
153 AYERS POINT ROAD 6.500 2,439.11 80
6.250 2,439.11 350,000.00
OLD SAYBROOK CT 06745 1 11/01/93 00
3405012 05 12/01/93 0
3405012 O 11/01/08
0
1365897 076/076 F 214,800.00 ZZ
180 170,215.92 1
5211 CALABRIA COURT 7.125 1,945.73 78
6.875 1,945.73 278,000.00
ALEXANDRIA VA 22310 5 10/18/93 00
3573982 03 12/01/93 0
3573982 O 11/01/08
0
1365898 076/076 F 272,000.00 ZZ
180 212,484.53 1
4 BRENTWOOD WAY 6.500 2,369.42 71
6.250 2,369.42 386,000.00
IPSWICH MA 01938 2 11/16/93 00
3579432 05 01/01/94 0
3579432 O 12/01/08
0
1365900 076/076 F 230,000.00 ZZ
180 180,441.97 1
21414 NORTHEAST 67TH STREET 6.750 2,035.29 61
6.500 2,035.29 380,000.00
REDMOND WA 98053 5 10/05/93 00
3585042 03 12/01/93 0
3585042 O 11/01/08
0
1
1365902 076/076 F 270,000.00 ZZ
180 219,668.15 1
12 FAIRMOUNT ST 7.375 2,483.80 42
7.125 2,483.80 650,000.00
BROOKLINE MA 02146 5 11/15/93 00
3587892 05 01/01/94 0
3587892 O 12/01/08
0
1365903 076/076 F 300,000.00 ZZ
180 241,252.29 1
3830 PALO ALTO DRIVE 7.000 2,696.48 50
6.750 2,696.48 612,000.00
LAFAYETTE CA 94549 5 10/06/93 00
3590732 05 12/01/93 0
3590732 O 11/01/08
0
1365904 076/076 F 284,000.00 ZZ
180 215,808.06 1
1080 RIO CIDADE WAY 6.875 2,532.87 76
6.625 2,532.87 375,000.00
SACRAMENTO CA 95831 2 10/01/93 00
3590742 03 12/01/93 0
3590742 O 11/01/08
0
1365905 076/076 F 333,000.00 ZZ
180 266,920.91 1
26 SLOCUM ROAD 6.750 2,946.75 72
6.500 2,946.75 465,000.00
LEXINGTON MA 02173 2 10/18/93 00
3599622 05 12/01/93 0
3599622 O 11/01/08
0
1365908 076/076 F 264,000.00 ZZ
180 211,193.97 1
1471 MORNING GLORY N.E. 6.625 2,317.90 72
6.375 2,317.90 370,000.00
ALBUQUERQUE NM 87122 2 10/12/93 00
3603722 05 12/01/93 0
3603722 O 11/01/08
0
1365910 076/076 F 363,000.00 ZZ
180 242,329.52 1
1
314 ALMENDRA AVENUE 6.750 3,212.22 65
6.500 3,212.22 565,000.00
LOS GATOS CA 95030 2 10/06/93 00
3607982 05 12/01/93 0
3607982 O 11/01/08
0
1365911 076/076 F 250,000.00 ZZ
180 182,971.80 1
3338 SANDERLING DRIVE 6.750 2,212.27 70
6.500 2,212.27 360,000.00
FREMONT CA 94555 2 10/13/93 00
3613202 03 12/01/93 0
3613202 O 11/01/08
0
1365913 076/076 F 334,000.00 ZZ
180 268,250.73 1
928 9TH AVENUE NORTH 6.875 2,978.79 64
6.625 2,978.79 525,000.00
EDMONDS WA 98020 5 10/19/93 00
3614602 05 12/01/93 0
3614602 O 11/01/08
0
1365914 076/076 F 350,000.00 ZZ
180 279,991.57 1
8109 RAYBURN ROAD 6.625 3,072.98 61
6.375 3,072.98 575,000.00
BETHESDA MD 20817 2 10/27/93 00
3615262 05 12/01/93 0
3615262 O 11/01/08
0
1365915 076/076 F 217,800.00 ZZ
180 153,382.00 1
11628 CHAPEL CROSS WAY 6.875 1,942.46 90
6.625 1,942.46 242,000.00
RESTON VA 22094 2 11/15/93 04
3617862 09 01/01/94 17
3617862 O 12/01/08
0
1365916 076/076 F 305,000.00 ZZ
180 243,360.98 1
96 BIRCH HILL ROAD 6.500 2,656.88 77
6.250 2,656.88 398,000.00
STOW MA 01775 2 10/21/93 00
3620232 05 12/01/93 0
1
3620232 O 11/01/08
0
1365917 076/076 F 440,000.00 ZZ
180 339,090.81 1
537 BAYSHORE DRIVE 6.750 3,893.60 80
6.500 3,893.60 550,000.00
HOT SPRINGS AR 71901 2 11/09/93 00
3624142 05 01/01/94 0
3624142 O 12/01/08
0
1365918 076/076 F 220,000.00 ZZ
180 175,643.49 1
16224 HARWOOD ROAD 6.500 1,916.44 52
6.250 1,916.44 425,000.00
LOS GATOS CA 95032 5 10/21/93 00
3626502 05 12/01/93 0
3626502 O 11/01/08
0
1365919 076/076 F 527,500.00 ZZ
180 403,659.06 1
11 COMSTOCK STREET 6.250 4,522.91 70
6.000 4,522.91 760,000.00
SEATTLE WA 98109 2 11/01/93 00
3628892 05 01/01/94 0
3628892 O 12/01/08
0
1365920 076/076 F 210,500.00 ZZ
180 168,794.80 1
51 OAKRIDGE 6.875 1,877.36 71
6.625 1,877.36 300,000.00
FARMINGTON CT 06032 2 10/28/93 00
3629022 05 12/01/93 0
3629022 O 11/01/08
0
1365921 076/076 F 232,200.00 ZZ
180 175,168.68 1
20645 NANCY COURT 7.000 2,087.08 68
6.750 2,087.08 345,000.00
CUPERTINO CA 95014 2 11/03/93 00
3629842 05 01/01/94 0
3629842 O 12/01/08
0
1
1365922 076/076 F 300,000.00 ZZ
180 239,993.01 1
27 PRESTON ROAD 6.625 2,633.98 24
6.375 2,633.98 1,300,000.00
WOODSIDE CA 94062 2 10/19/93 00
3632272 05 12/01/93 0
3632272 O 11/01/08
0
1365923 076/076 F 302,500.00 ZZ
180 242,351.56 1
211 LAKE SHORE DRIVE 6.375 2,614.36 76
6.125 2,614.36 400,000.00
SEABROOK TX 77586 2 11/04/93 00
3632602 03 01/01/94 0
3632602 O 12/01/08
0
1365924 076/076 F 300,000.00 ZZ
180 210,386.29 1
32 POLITZER DRIVE 6.625 2,633.98 41
6.375 2,633.98 740,000.00
MENLO PARK CA 94025 2 10/26/93 00
3633142 05 12/01/93 0
3633142 O 11/01/08
0
1365926 076/076 F 450,000.00 ZZ
180 358,549.17 1
720 SENECA STREET 6.375 3,889.13 65
6.125 3,889.13 700,000.00
PALO ALTO CA 94301 2 10/27/93 00
3633272 05 12/01/93 0
3633272 O 11/01/08
0
1365927 076/076 F 303,000.00 ZZ
180 242,392.31 1
1228 PINE HILL ROAD 6.625 2,660.33 87
6.375 2,660.33 350,000.00
MCLEAN VA 22101 2 10/29/93 04
3634772 05 12/01/93 17
3634772 O 11/01/08
0
1365928 076/076 F 300,000.00 ZZ
180 229,943.23 1
906 CECIL ROAD 6.750 2,654.73 51
6.500 2,654.73 599,000.00
1
WILMINGTON DE 19807 2 11/04/93 00
3634802 05 01/01/94 0
3634802 O 12/01/08
0
1365930 076/076 F 235,000.00 ZZ
180 178,509.13 1
3840 VARDON COURT 6.625 2,063.29 76
6.375 2,063.29 311,000.00
WOODRIDGE IL 60517 2 11/09/93 00
3640972 05 01/01/94 0
3640972 O 12/01/08
0
1365931 076/076 F 370,000.00 ZZ
180 259,275.82 1
1375 ROBNICK COURT 7.000 3,325.66 75
6.750 3,325.66 495,000.00
CAMPBELL CA 95008 2 11/12/93 00
3644472 05 01/01/94 0
3644472 O 12/01/08
0
1365932 076/076 F 295,000.00 ZZ
180 231,060.82 1
923 16TH AVENUE EAST 6.250 2,529.40 52
6.000 2,529.40 570,000.00
SEATTLE WA 98112 5 11/15/93 00
3647832 05 01/01/94 0
3647832 O 12/01/08
0
1365933 076/076 F 300,000.00 ZZ
180 228,929.26 1
9 COUNTRY LANE 6.875 2,675.56 80
6.625 2,675.56 375,000.00
SCOTTS VALLEY CA 95066 2 11/12/93 00
3656122 05 01/01/94 0
3656122 O 12/01/08
0
1365934 076/076 F 305,000.00 ZZ
180 244,836.48 1
38 MONGOMERY LANE 6.500 2,656.88 45
6.250 2,656.88 690,000.00
GREENWICH CT 06830 2 11/19/93 00
3656432 05 01/01/94 0
3656432 O 12/01/08
0
1
1365935 076/076 F 219,600.00 ZZ
180 174,618.16 1
302 KINGFISHER DRIVE 6.250 1,882.90 69
6.000 1,882.90 321,000.00
SUGAR LAND TX 77478 2 11/01/93 00
3661242 05 12/01/93 0
3661242 O 11/01/08
0
1365936 076/076 F 237,000.00 ZZ
180 186,435.42 1
26304 SOUTHEAST 33RD STREET 6.500 2,064.52 64
6.250 2,064.52 375,000.00
ISSAQUAH WA 98027 2 11/05/93 00
3663372 03 01/01/94 0
3663372 O 12/01/08
0
1365937 076/076 F 298,000.00 ZZ
180 231,341.39 1
1246 QUAIL CREEK CIRCLE 7.125 2,699.38 80
6.875 2,699.38 375,000.00
SAN JOSE CA 95120 2 11/18/93 00
3667522 05 01/01/94 0
3667522 O 12/01/08
0
1365938 076/076 F 332,900.00 ZZ
120 214,055.15 1
2215 BOLSOVER ROAD 6.375 3,758.87 70
6.125 3,758.87 480,000.00
HOUSTON TX 77005 2 11/22/93 00
3681952 05 01/01/94 0
3681952 O 12/01/03
0
1365939 076/076 F 394,500.00 ZZ
180 312,287.81 1
630 MAULSBY LANE 6.500 3,436.52 74
6.250 3,436.52 540,000.00
EVERETT WA 98201 2 11/19/93 00
3684032 05 01/01/94 0
3684032 O 12/01/08
0
1365940 076/076 F 221,000.00 ZZ
180 178,006.64 1
1
3178 ATHERTON DRIVE 7.000 1,986.41 68
6.750 1,986.41 328,000.00
SANTA CLARA CA 95051 2 11/18/93 00
3688012 05 01/01/94 0
3688012 O 12/01/08
0
1365941 076/076 F 448,000.00 ZZ
180 341,158.96 1
316 FOX HALL LANE 6.875 3,995.51 67
6.625 3,995.51 675,000.00
SAN ANTONIO TX 78213 2 09/21/93 00
6480231 05 11/01/93 0
6480231 O 10/01/08
0
1365942 076/076 F 350,000.00 ZZ
180 259,879.38 1
8307 MILE TREE DRIVE 6.750 3,097.19 65
6.500 3,097.19 540,000.00
FORT SMITH AR 72903 2 10/04/93 00
6657771 05 12/01/93 0
6657771 O 11/01/08
0
1365945 076/076 F 260,000.00 ZZ
180 181,121.14 1
595 NORTH SHORE DRIVE 7.000 2,336.96 79
6.750 2,336.96 330,000.00
MIAMI BEACH FL 33141 1 09/30/93 00
6744931 05 11/01/93 0
6744931 O 10/01/08
0
1365946 076/076 F 277,500.00 ZZ
180 223,631.52 1
6400 S W 122ND STREET 6.750 2,455.63 77
6.500 2,455.63 365,000.00
MIAMI FL 33156 2 11/15/93 00
6748831 05 01/01/94 0
6748831 O 12/01/08
0
1365947 076/076 F 253,000.00 ZZ
180 122,232.30 1
8170 N W 47TH DRIVE 7.000 2,274.04 78
6.750 2,274.04 326,000.00
CORAL SPRINGS FL 33067 1 09/30/93 00
6765721 03 11/01/93 0
1
6765721 O 10/01/08
0
1365949 076/076 F 350,000.00 ZZ
180 277,210.78 1
35 SAQUATUCKET BLUFFS ROAD 7.125 3,170.41 65
6.875 3,170.41 545,000.00
HARWICHPORT MA 02646 1 07/30/93 00
6792231 05 09/01/93 0
6792231 O 08/01/08
0
1365950 076/076 F 350,000.00 ZZ
180 275,776.54 1
7 CARYN LANE 6.375 3,024.88 75
6.125 3,024.88 470,000.00
SIMSBURY CT 06070 1 08/20/93 00
6793301 05 10/01/93 0
6793301 O 09/01/08
0
1365951 076/076 F 260,000.00 ZZ
180 207,822.24 1
511 WARD STREET 7.250 2,373.45 70
7.000 2,373.45 375,000.00
NEWTON MA 02159 5 08/26/93 00
6793911 05 10/01/93 0
6793911 O 09/01/08
0
1365954 076/076 F 292,500.00 ZZ
180 234,919.59 1
164 MAIN STREET 6.875 2,608.68 75
6.625 2,608.68 390,000.00
YARMOUTH ME 04096 5 10/19/93 00
6851761 05 12/01/93 0
6851761 O 11/01/08
0
1365956 076/076 F 325,500.00 ZZ
180 190,408.64 1
1303 GROSVENOR SQ DR 6.750 2,880.39 47
6.500 2,880.39 700,000.00
JACKSONVILLE FL 32207 2 10/19/93 00
6857141 05 12/01/93 0
6857141 O 11/01/08
0
1
1365957 076/076 F 243,000.00 ZZ
120 157,650.94 1
3725 MONTROSE ROAD 6.875 2,805.81 32
6.625 2,805.81 775,000.00
MOUNTAIN BROOK AL 35213 5 11/23/93 00
6874841 05 01/01/94 0
6874841 O 12/01/03
0
1365958 076/076 F 282,000.00 ZZ
180 170,301.24 1
8 APPLE HILL LANE 7.375 2,594.19 73
7.125 2,594.19 387,000.00
LYNNFIELD MA 01940 2 10/04/93 00
6877191 05 12/01/93 0
6877191 O 11/01/08
0
1365959 076/076 F 225,000.00 ZZ
144 149,880.50 1
30 SHIRE COURT 7.000 2,313.86 57
6.750 2,313.86 395,000.00
CHESHIRE CT 06410 2 11/23/93 00
6882311 05 01/01/94 0
6882311 O 12/01/05
0
1365961 076/076 F 236,600.00 ZZ
180 168,237.25 1
SUGARWOOD HILL ROAD 7.000 2,126.63 74
6.750 2,126.63 320,000.00
RUTLAND TOWN VT 05701 2 10/26/93 00
6986851 05 12/01/93 0
6986851 O 11/01/08
0
1366143 077/377 F 250,000.00 ZZ
120 160,689.55 1
401 NORTH GAMMON ROAD 6.375 2,822.83 63
6.125 2,822.83 400,000.00
MADISON WI 53717 2 11/19/93 00
6392112 05 01/01/94 0
334241 O 12/01/03
0
1367473 225/448 F 270,000.00 ZZ
180 214,280.55 1
11620 VIXENS PATH 6.750 2,389.26 44
6.500 2,389.26 625,000.00
1
ELLICOTT CITY MD 21042 2 11/24/93 00
2224275 05 01/01/94 0
2224275 O 12/01/08
0
1367474 225/448 F 288,000.00 ZZ
180 231,806.24 1
110 WELLESLEY DRIVE 6.750 2,548.54 32
6.500 2,548.54 925,000.00
NEW CANAAN CT 06840 2 11/30/93 00
2226346 05 02/01/94 0
2226346 O 01/01/09
0
1367476 225/448 F 292,000.00 ZZ
180 233,424.79 1
308 QUEEN ANNE CLUB DRIVE 6.750 2,583.94 59
6.500 2,583.94 500,000.00
STEVENSVILLE MD 21666 2 11/18/93 00
2331320 05 01/01/94 0
2331320 O 12/01/08
0
1367477 225/448 F 345,000.00 ZZ
180 280,038.40 1
3 ARDMORE ROAD 6.875 3,076.90 60
6.625 3,076.90 575,000.00
SCARSDALE NY 10583 2 11/24/93 00
2224761 05 02/01/94 0
2224761 O 01/01/09
0
1367478 225/481 F 250,000.00 ZZ
180 201,078.64 1
88 HOLLYMEAD DRIVE 6.625 2,194.99 77
6.375 2,194.99 328,000.00
THE WOODLANDS TX 77381 2 11/15/93 00
2395008 03 01/01/94 0
2395008 O 12/01/08
0
1367492 526/755 F 238,000.00 ZZ
180 191,799.26 1
96 RESERVOIR STREET 6.750 2,106.09 73
6.375 2,106.09 330,000.00
SHREWSBURY MA 01545 2 11/23/93 00
1439296 05 01/01/94 0
3578473 O 12/01/08
0
1
1367501 225/481 F 380,000.00 ZZ
180 292,385.64 1
2869 NE 28TH STREET 6.875 3,389.05 80
6.625 3,389.05 475,000.00
FT LAUDERDALE FL 33306 1 11/01/93 00
2391877 05 12/01/93 0
2391877 O 11/01/08
0
1367696 100/100 F 320,000.00 ZZ
180 258,875.85 1
100 GRANT STREET 7.000 2,876.25 76
6.750 2,876.25 422,052.00
NEENAH WI 54956 2 11/17/93 00
7639857 05 01/01/94 0
7639857 O 12/01/08
0
1367710 163/163 F 300,000.00 ZZ
180 242,230.94 1
11095 FLORA LEE DRIVE 6.875 2,675.57 70
6.625 2,675.57 432,962.00
FAIRFAX STATION VA 22039 2 11/11/93 00
2600371036798 05 01/01/94 0
371036798 O 12/01/08
0
1367711 163/163 F 265,000.00 ZZ
180 214,381.86 1
3717 WEMBLEY LANE 7.000 2,381.89 63
6.750 2,381.89 425,000.00
LEXINGTON KY 40515 2 11/11/93 00
2600052545171 03 01/01/94 0
52545171 O 12/01/08
0
1
TOTAL NUMBER OF LOANS : 672
TOTAL ORIGINAL BALANCE : 209,716,733.78
TOTAL PRINCIPAL BALANCE : 161,127,925.47
TOTAL ORIGINAL P+I : 1,884,686.79
TOTAL CURRENT P+I : 1,884,686.79
***************************
* END OF REPORT *
***************************
1
RUN ON : 04/17/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 07.16.32 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1998-NS1 CUTOFF : 04/01/98
POOL : 0004300
:
:
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
--------------------------------------------------------------------
1331109 .2500
225,943.99 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.3750 .5450
1332937 .2500
195,108.90 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.3750 .5450
1335725 .2500
196,522.02 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.3750 .9200
1336799 .2500
222,455.64 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1338381 .2500
277,501.12 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.3750 .0450
1338439 .2500
116,220.68 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.3750 .6700
1
1339586 .2500
388,427.07 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.3750 .4200
1339922 .2500
244,417.02 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1341137 .2500
184,484.32 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1341809 .2500
173,281.62 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.3750 .5450
1341862 .2500
460,769.63 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.3750 .7950
1342427 .2500
284,471.05 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.3750 .5450
1342509 .2500
200,210.07 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1342517 .2500
395,365.54 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1
1342557 .2500
542,073.90 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.3750 .7950
1342579 .2500
99,297.15 .0800
7.0500 .0000
6.8000 .0000
6.7200 .0000
6.3750 .3450
1342724 .2500
225,758.98 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.3750 .4200
1342799 .2500
261,899.43 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.3750 .9200
1342802 .2500
259,618.97 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1342901 .3750
161,735.83 .0800
7.5000 .0000
7.1250 .0000
7.0450 .0000
6.3750 .6700
1342988 .2500
191,086.32 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.3750 .4200
1343038 .2500
200,542.30 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1
1343184 .2500
166,120.94 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1343219 .2500
138,094.95 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1343250 .2500
216,952.04 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.3750 .2950
1343672 .2500
344,391.11 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.3750 .6700
1343740 .2500
204,499.80 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1343807 .2500
397,814.87 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.3750 .0450
1343830 .2500
169,262.68 .0800
6.9900 .0000
6.7400 .0000
6.6600 .0000
6.3750 .2850
1344115 .2500
422,481.58 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.3750 .2950
1
1344173 .2500
414,343.92 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.3750 .2950
1344216 .1250
306,574.22 .0300
6.1250 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1344217 .1250
174,506.36 .0300
6.1250 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1344296 .1250
50,079.80 .0800
7.6950 .0000
7.5700 .0000
7.4900 .0000
6.3750 1.1150
1344598 .2500
346,958.21 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1344723 .2500
198,033.76 .0800
6.9900 .0000
6.7400 .0000
6.6600 .0000
6.3750 .2850
1344739 .2500
264,939.11 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1344929 .2500
199,187.38 .0800
6.7500 .0000
6.5000 .0000
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6.8750 .0000
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1363115 .2500
227,492.57 .0300
6.5500 .0000
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1
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1
1363703 .2500
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6.7500 .0000
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6.7500 .0000
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322,352.18 .0800
6.7500 .0000
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1
1364194 .2500
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6.7500 .0000
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1364195 .2500
254,290.67 .0800
7.0000 .0000
6.7500 .0000
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521,956.37 .0800
7.0000 .0000
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1364197 .2500
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1364222 .2500
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6.2500 .0000
6.0000 .0000
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6.7500 .0000
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6.7500 .0000
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6.7500 .0000
6.5000 .0000
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1
1364226 .2500
233,719.90 .0800
6.8750 .0000
6.6250 .0000
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355,272.62 .0800
6.8750 .0000
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6.8750 .0000
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6.8750 .0000
6.6250 .0000
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6.7500 .0000
6.5000 .0000
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6.7500 .0000
6.5000 .0000
6.4200 .0000
6.3750 .0450
1364456 .1250
174,434.05 .0300
5.9500 .0000
5.8250 .0000
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1
1364473 .2500
213,165.93 .0800
7.2500 .0000
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227,277.24 .0800
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6.6250 .0000
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6.7500 .0000
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6.5000 .0000
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1364691 .2500
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7.0000 .0000
6.7500 .0000
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1
1364800 .2500
171,422.67 .0300
6.5000 .0000
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6.8750 .0000
6.6250 .0000
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1364912 .2500
257,370.52 .0800
6.8750 .0000
6.6250 .0000
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1365043 .2500
276,179.09 .0800
7.0000 .0000
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1365045 .2500
231,546.85 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.3750 .0450
1365861 .2500
472,429.62 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.3750 .2950
1365863 .2500
224,201.90 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.3750 .5450
1365864 .2500
239,314.74 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.3750 .4200
1
1365865 .2500
241,728.07 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.3750 .2950
1365866 .2500
220,908.29 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.3750 .2950
1365868 .2500
328,324.86 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.3750 .2950
1365870 .2500
263,613.23 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1365871 .2500
296,157.08 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.3750 .2950
1365875 .2500
236,895.48 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.3750 .0450
1365878 .2500
180,711.53 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.3750 .4200
1365879 .2500
178,671.14 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.3750 .2950
1
1365880 .2500
225,208.55 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1365881 .2500
208,407.12 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.3750 .0450
1365883 .2500
192,928.38 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.3750 .0450
1365884 .2500
266,540.99 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.3750 .2950
1365885 .2500
324,954.16 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1365886 .2500
369,197.73 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1365888 .2500
494,737.03 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1365889 .2500
184,195.94 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.3750 .6700
1
1365890 .2500
229,754.18 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1365891 .2500
247,210.86 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.3750 .4200
1365892 .2500
243,352.97 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1365893 .2500
174,600.55 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.3750 .6700
1365894 .2500
223,545.95 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1365897 .2500
170,215.92 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.3750 .4200
1365898 .2500
212,484.53 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1365900 .2500
180,441.97 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.3750 .0450
1
1365902 .2500
219,668.15 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.3750 .6700
1365903 .2500
241,252.29 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.3750 .2950
1365904 .2500
215,808.06 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1365905 .2500
266,920.91 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.3750 .0450
1365908 .2500
211,193.97 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1365910 .2500
242,329.52 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.3750 .0450
1365911 .2500
182,971.80 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.3750 .0450
1365913 .2500
268,250.73 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1
1365914 .2500
279,991.57 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1365915 .2500
153,382.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1365916 .2500
243,360.98 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1365917 .2500
339,090.81 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.3750 .0450
1365918 .2500
175,643.49 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1365919 .2500
403,659.06 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1365920 .2500
168,794.80 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1365921 .2500
175,168.68 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.3750 .2950
1
1365922 .2500
239,993.01 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1365923 .2500
242,351.56 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
1365924 .2500
210,386.29 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1365926 .2500
358,549.17 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
1365927 .2500
242,392.31 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1365928 .2500
229,943.23 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.3750 .0450
1365930 .2500
178,509.13 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1365931 .2500
259,275.82 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.3750 .2950
1
1365932 .2500
231,060.82 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1365933 .2500
228,929.26 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1365934 .2500
244,836.48 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1365935 .2500
174,618.16 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1365936 .2500
186,435.42 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1365937 .2500
231,341.39 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.3750 .4200
1365938 .2500
214,055.15 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
1365939 .2500
312,287.81 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1
1365940 .2500
178,006.64 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.3750 .2950
1365941 .2500
341,158.96 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1365942 .2500
259,879.38 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.3750 .0450
1365945 .2500
181,121.14 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.3750 .2950
1365946 .2500
223,631.52 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.3750 .0450
1365947 .2500
122,232.30 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.3750 .2950
1365949 .2500
277,210.78 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.3750 .4200
1365950 .2500
275,776.54 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
1
1365951 .2500
207,822.24 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.3750 .5450
1365954 .2500
234,919.59 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1365956 .2500
190,408.64 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.3750 .0450
1365957 .2500
157,650.94 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1365958 .2500
170,301.24 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.3750 .6700
1365959 .2500
149,880.50 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.3750 .2950
1365961 .2500
168,237.25 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.3750 .2950
1366143 .2500
160,689.55 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
1
1367473 .2500
214,280.55 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.3750 .0450
1367474 .2500
231,806.24 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.3750 .0450
1367476 .2500
233,424.79 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.3750 .0450
1367477 .2500
280,038.40 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1367478 .2500
201,078.64 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1367492 .3750
191,799.26 .0300
6.7500 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1367501 .2500
292,385.64 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1367696 .2500
258,875.85 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.3750 .2950
1
1367710 .2500
242,230.94 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.3750 .1700
1367711 .2500
214,381.86 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.3750 .2950
TOTAL NUMBER OF LOANS: 672
TOTAL BALANCE........: 161,127,925.47
1
RUN ON : 04/17/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 07.16.32 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1998-NS1 FIXED SUMMARY REPORT CUTOFF : 04/01/98
POOL : 0004300
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
-------------------------------------------------------------------------
CURR NOTE RATE 6.9256 5.9500 8.1250
RFC NET RATE 6.6651 5.8250 7.8750
NET MTG RATE(INVSTR RATE) 6.5947 5.7950 7.7950
POST STRIP RATE 6.3381 5.7950 6.3750
SUB SERV FEE .2605 .1250 .7500
MSTR SERV FEE .0704 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .2566 .0000 1.4200
TOTAL NUMBER OF LOANS: 672
TOTAL BALANCE........: 161,127,925.47
***************************
* END OF REPORT *
***************************
To be provided upon request.
[TPW: NY01:648253.1] 16069-00463 05/06/98 11:45AM
<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:
[TPW: NY01:648253.1] 16069-00463 05/06/98 11:45AM
<PAGE>
(1) Each party is duly organized, validly existing, and in good standing under
the laws of its jurisdiction of organization, is qualified, if necessary,
to do business and in good standing in each jurisdiction in which it is
required to be so qualified, and has the requisite power and authority to
enter into this Contract and all other agreements which are contemplated by
this Contract and to carry out its obligations hereunder and under the
Guides and under such other agreements.
(2) This Contract has been duly authorized, executed and delivered by each
party and constitutes a valid and legally binding agreement of each party
enforceable in accordance with its terms.
(3) There is no action, proceeding or investigation pending or threatened, and
no basis therefor is known to either party, that could affect the validity
or prospective validity of this Contract.
(4) Insofar as its capacity to carry out any obligation under this Contract is
concerned, neither party is in violation of any charter, articles of
incorporation, bylaws, mortgage, indenture, indebtedness, agreement,
instrument, judgment, decree, order, statute, rule or regulation and none
of the foregoing adversely affects its capacity to fulfill any of its
obligations under this Contract. Its execution of, and performance pursuant
to, this Contract will not result in a violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants made by
the Seller/Servicer pursuant to subparagraph (a) of this paragraph
3, the Seller/Servicer makes the representations, warranties and
covenants set forth in the Guides and, upon request, agrees to
deliver to Residential Funding the certified Resolution of Board of
Directors which authorizes the execution and delivery of this
Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default shall occur,
Residential Funding may, at its option, exercise one or more of those remedies
set forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
6. Prior Agreements Superseded.
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<PAGE>
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection with any loan-security
exchange transaction shall not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole or in part, by
the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment
or Loan.
8. Notices.
All notices, requests, demands or other communications that are to be
given under this Contract shall be in writing, addressed to the appropriate
parties and sent by telefacsimile or by overnight courier or by United States
mail, postage prepaid, to the addresses and telefacsimile numbers specified
below. However, another name, address and/or telefacsimile number may be
substituted by the Seller/Servicer pursuant to the requirements of this
paragraph 8, or Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate address or
telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (___) ___-____
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of any state
or federal court located in Hennepin County, Minnesota, over any action, suit or
proceeding to enforce or defend any right under this Contract or otherwise
arising from any loan sale or servicing relationship existing in connection with
this Contract, and each of the parties irrevocably agrees that all claims in
respect of any such action or proceeding may be heard or determined in such
state or federal court. Each of the parties irrevocably waives the defense of an
inconvenient forum to the maintenance of any such action or proceeding and any
other substantive or procedural rights or remedies it may have with respect to
the maintenance of any such action or proceeding in any such forum. Each of the
parties agrees that a final judgment in any such action or proceeding
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<PAGE>
shall be conclusive and may be enforced in any other jurisdiction by suit on the
judgment or in any other manner provided by law. Each of the parties further
agrees not to institute any legal actions or proceedings against the other party
or any director, officer, employee, attorney, agent or property of the other
party, arising out of or relating to this Contract in any court other than as
hereinabove specified in this paragraph 9.
10. Miscellaneous.
This Contract, including all documents incorporated by reference herein,
constitutes the entire understanding between the parties hereto and supersedes
all other agreements, covenants, representations, warranties, understandings and
communications between the parties, whether written or oral, with respect to the
transactions contemplated by this Contract. All paragraph headings contained
herein are for convenience only and shall not be construed as part of this
Contract. Any provision of this Contract that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction, and, to this end, the provisions hereof are severable. This
Contract shall be governed by, and construed and enforced in accordance with,
applicable federal laws and the laws of the State of Minnesota.
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<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer
and Residential Funding have executed this Seller/Servicer Contract as of the
date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING CORPORATION
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
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<PAGE>
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note [ ] Primary
Insurance Policy [ ] Mortgage or Deed of
Trust [ ] Assignment(s) of Mortgage or Deed
of Trust [ ] Title Insurance Policy [ ]
Other:
Name
Title
Date
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<PAGE>
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Mortgage Pass-Through Certificates, Series 1998-NS1,
Class R (the "Owner")), a [savings institution] [corporation] duly organized and
existing under the laws of [the State of __________________] [the United
States], on behalf of which he makes this affidavit and
agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) will
endeavor to remain other than a disqualified organization for so long as it
retains its ownership interest in the Class R Certificates, and (iii) is
acquiring the Class R Certificates for its own account or for the account of
another Owner from which it has received an affidavit and agreement in
substantially the same form as this affidavit and agreement. (For this purpose,
a "disqualified organization" means the United States, any state or political
subdivision thereof, any agency or instrumentality of any of the foregoing
(other than an instrumentality all of the activities of which are subject to tax
and, except for the Federal Home Loan Mortgage Corporation, a majority of whose
board of directors is not selected by any such governmental entity) or any
foreign government, international organization or any agency or instrumentality
of such foreign government or organization, any rural electric or telephone
cooperative, or any organization (other than certain farmers' cooperatives) that
is generally exempt from federal income tax unless such organization is subject
to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R Certificates to disqualified organizations under the Code,
that applies to all transfers of Class R Certificates after March 31, 1988; (ii)
that such tax would be on the transferor, or, if such transfer is through an
agent (which person includes a broker, nominee or middleman) for a disqualified
organization, on the agent; (iii) that the person otherwise liable for the tax
shall be relieved of liability for the tax if the transferee furnishes to such
person an affidavit that the transferee is not a disqualified organization and,
at the time of transfer, such person does not have actual knowledge that the
affidavit is false; and (iv) that the Class R Certificates may be "noneconomic
residual interests" within the meaning of Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic residual interest
will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding Class R Certificates if at any time during the taxable year of
the pass-through entity a
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<PAGE>
disqualified organization is the record holder of an interest in such entity.
(For this purpose, a "pass through entity" includes a regulated investment
company, a real estate investment trust or common trust fund, a partnership,
trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trustee will not register the
transfer of any Class R 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 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 Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the
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<PAGE>
United States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States.
14. The Owner hereby certifies, represents and warrants to, and
covenants with the Company, the Trustee and the Master Servicer that the
following statements in (a) or (b) are accurate: (a) The Certificates (i) are
not being acquired by, and will not be transferred to, any employee benefit plan
within the meaning of section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and bank collective
investment funds and insurance company general or separate accounts in which
such plans, accounts or arrangements are invested, that is subject to Section
406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the "Code")
(any of the foregoing, a "Plan"), (ii) are not being acquired with "plan assets"
of a Plan within the meaning of the Department of Labor ("DOL") regulation, 29
C.F.R. ss. 2510.3-101 or otherwise under ERISA, and (iii) will not be
transferred to any entity that is deemed to be investing in plan assets within
the meaning of the DOL regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under
ERISA; or
(b) The purchase of Certificates is permissible under applicable
law, will not constitute or result in any prohibited transaction under ERISA or
Section 4975 of the Code, will not subject the Company, the Trustee or the
Master Servicer to any obligation in addition to those undertaken in the Pooling
and Servicing Agreement and, with respect to each source of funds ("Source")
being used by the Purchaser to acquire the Certificates, each of the following
statements are accurate: (a) the Purchaser is an insurance company; (b) the
Source is assets of the Purchaser's "general account;" (c) the conditions set
forth in Sections I and III of Prohibited Transaction Class Exemption ("PTCE")
95-60 issued by the DOL have been satisfied and the purchase, holding and
transfer of Certificates by or on behalf of the Purchaser are exempt under PTCE
95-60; and (d) the amount of reserves and liabilities for such general account
contracts held by or on behalf of any Plan do not exceed 10% of the total
reserves and liabilities of such general account plus surplus as of the date
hereof (for purposes of this clause, all Plans maintained by the same employer
(or affiliate thereof) or employee organization are deemed to be a single Plan)
in connection with its purchase and holding of such Certificates; or
(c) The Owner will provide the Trustee, the Company and the Master
Servicer with an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master Servicer to the effect
that the purchase of Certificates is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Trustee, the Company or the
Master Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and Servicing Agreement.
In addition, the Owner hereby certifies, represents and warrants to, and
covenants with, the Company, the Trustee and the Master Servicer that the Owner
will not transfer such Certificates to any Plan or person unless either such
Plan or person meets the requirements set forth in either (a), (b) or (c) above.
Capitalized terms used but not defined herein shall have the meanings
assigned in the Pooling and Servicing Agreement.
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<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ____ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed the same as his free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this ____ day of ________________, 199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ____ day of
_______________, 19__.
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<PAGE>
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
3 Park Plaza - 16th Floor
Irvine, CA 92614
Attention: Residential Funding Corporation Series 1998-NS1
Re: Mortgage Pass-Through Certificates,
Series 1998-NS1, 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-NS1, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
April 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:
1. No purpose of the Seller relating to the transfer of the
Certificate by the Seller to the Purchaser is or will be to impede the
assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to the
Trustee and the Master Servicer a transfer affidavit and agreement in the form
attached to the Pooling and Servicing Agreement as Exhibit I-1. The Seller does
not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the
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<PAGE>
Purchaser has historically paid its debts as they become due and has found no
significant evidence to indicate that the Purchaser will not continue to pay its
debts as they become due in the future. The Seller understands that the transfer
of a Class R Certificate may not be respected for United States income tax
purposes (and the Seller may continue to be liable for United States income
taxes associated therewith) unless the Seller has conducted such an
investigation.
4. The Seller has no actual knowledge that the proposed Transferee
is not both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
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<PAGE>
EXHIBIT J-1
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
3 Park Plaza - 16th Floor
Irvine, CA 92614
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1998-NS1
Re: Mortgage Pass-Through Certificates,
Series 1998-NS1, [Class B- ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1998-NS1, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of April 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:
1. The Purchaser understands that (a) the Certificates have
not been and will not be registered or qualified under the
Securities Act of 1933, as amended (the "Act") or any state
securities law, (b) the Company is not required to so register or
qualify the Certificates, (c) the Certificates may be resold only if
registered and qualified pursuant to the provisions of the Act or
any state securities law, or if an exemption from such registration
and qualification is available, (d) the Pooling and Servicing
Agreement contains restrictions regarding the transfer of the
Certificates and (e) the Certificates will bear a legend to the
foregoing effect.
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<PAGE>
2. The Purchaser is acquiring the Certificates for its own
account for investment only and not with a view to or for sale in
connection with any distribution thereof in any manner that would
violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such matters
related to securities similar to the Certificates, such that it is
capable of evaluating the merits and risks of investment in the
Certificates, (b) able to bear the economic risks of such an
investment and (c) an "accredited investor" within the meaning of
Rule 501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an
opportunity to review (a) [a copy of the Private Placement
Memorandum, dated ___________________, 19__, relating to the
Certificates (b)] a copy of the Pooling and Servicing Agreement and
[b] [c] such other information concerning the Certificates, the
Mortgage Loans and the Company as has been requested by the
Purchaser from the Company or the Seller and is relevant to the
Purchaser's decision to purchase the Certificates. The Purchaser has
had any questions arising from such review answered by the Company
or the Seller to the satisfaction of the Purchaser. [If the
Purchaser did not purchase the Certificates from the Seller in
connection with the initial distribution of the Certificates and was
provided with a copy of the Private Placement Memorandum (the
"Memorandum") relating to the original sale (the "Original Sale") of
the Certificates by the Company, the Purchaser acknowledges that
such Memorandum was provided to it by the Seller, that the
Memorandum was prepared by the Company solely for use in connection
with the Original Sale and the Company did not participate in or
facilitate in any way the purchase of the Certificates by the
Purchaser from the Seller, and the Purchaser agrees that it will
look solely to the Seller and not to the Company with respect to any
damage, liability, claim or expense arising out of, resulting from
or in connection with (a) error or omission, or alleged error or
omission, contained in the Memorandum, or (b) any information,
development or event arising after the date of the Memorandum.]
5. The Purchaser has not and will not nor has it authorized or
will it authorize any person to (a) offer, pledge, sell, dispose of
or otherwise transfer any Certificate, any interest in any
Certificate or any other similar security to any person in any
manner, (b) solicit any offer to buy or to accept a pledge,
disposition of other transfer of any Certificate, any interest in
any Certificate or any other similar security from any person in any
manner, (c) otherwise approach or negotiate with respect to any
Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) make any general
solicitation by means of general advertising or in any other manner
or (e) take any other action, that (as to any of (a) through (e)
above) would constitute a distribution of any Certificate under the
Act, that would render the disposition of any Certificate a
violation of Section 5 of the Act or any state securities law, or
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J-1-2
<PAGE>
that would require registration or qualification pursuant thereto. The
Purchaser will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and Servicing
Agreement.
6. The Purchaser hereby certifies, represents and warrants to, and
covenants with the Company, the Trustee and the Master Servicer that
the following statements in (a) or (b) are correct:
(a) The Purchaser is not an employee benefit or other
plan subject to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan)
acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan within the meaning of the
Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101;
or
(b) The Purchaser is an insurance company; the source
of the funds being used by the Purchaser to acquire the Certificates
is assets of the Purchaser's "general account"; the conditions set
forth in Sections 1 and 3 of the Prohibited Transaction Class
Exemption ("PTCE") 95-60 issued by the DOL have been satisfied and
the purchase, holding and transfer of Certificates by or on behalf
of the Purchaser are exempt under PTCE 95-60; and the amount of
reserves and liabilities for such general account contracts held by
or on behalf of any Plan do not exceed 10% of the total reserves and
liabilities of such general account plus surplus as of the date
hereof (for purposes of this clause, all Plans maintained by the
same employer (or affiliate thereof) or employee organization are
deemed to be a single Plan) in connection with its purchase and
holding of such Certificates; or
(c) has provided the Trustee, the Company and the
Master Servicer with an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the
Master Servicer to the effect that the purchase of Certificates is
permissible under applicable law, will not constitute or result in
any non-exempt prohibited transaction under ERISA or Section 4975 of
the Code and will not subject the Trustee, the Company or the Master
Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to
those undertaken in the Pooling and Servicing Agreement.
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
either such Plan or person meets the requirements set forth in either (a), (b)
or (c) above.
Very truly yours,
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<PAGE>
(Purchaser)
By:
Name:
Title:
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<PAGE>
EXHIBIT J-2
FORM OF ERISA REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
3 Park Plaza - 16th Floor
Irvine, CA 92614
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1998-NS1
Re: Mortgage Pass-Through Certificates,
Series 1998-NS1, [Class M- ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1998-NS1, Class
M-__ (the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of April 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:
(a) The Purchaser is not an employee benefit or other
plan subject to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan)
acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan within the meaning of the
Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101;
or
J-2-1
<PAGE>
(b) The Purchaser is an insurance company; the source
of the funds being used by the Purchaser to acquire the Certificates
is assets of the Purchaser's "general account"; the conditions set
forth in Prohibited Transaction Class Exemption ("PTCE") 95-60
issued by the DOL have been satisfied and the purchase, holding and
transfer of Certificates by or on behalf of the Purchaser are exempt
under PTCE 95-60; and the amount of reserves and liabilities for
such general account contracts held by or on behalf of any Plan do
not exceed 10% of the total reserves and liabilities of such general
account plus surplus as of the date hereof (for purposes of this
clause, all Plans maintained by the same employer (or affiliate
thereof) or employee organization are deemed to be a single Plan) in
connection with its purchase and holding of such Certificates; or
(c) has provided the Trustee, the Company and the
Master Servicer with an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the
Master Servicer to the effect that the purchase of Certificates is
permissible under applicable law, will not constitute or result in
any non-exempt prohibited transaction under ERISA or Section 4975 of
the Code and will not subject the Trustee, the Company or the Master
Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to
those undertaken in the Pooling and Servicing Agreement.
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), (b) or (c) above.
Very truly yours,
(Purchaser)
By:
Name:
Title:
J-2-2
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
3 Park Plaza - 16th Floor
Irvine, CA 92614
Attention: Residential Funding Corporation Series 1998-NS1
Re: Mortgage Pass-Through Certificates,
Series 1998-NS1, [Class B-]
Ladies and Gentlemen:
In connection with the sale by (the "Seller") to (the "Purchaser")
of $ Initial Certificate Principal Balance of Mortgage Pass-Through
Certificates, Series 1998-NS1, Class __ (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of April 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 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
<PAGE>
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").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the
Seller, the Trustee and the Master Servicer (as defined in the Pooling and
Servicing Agreement (the "Agreement"), dated as of April 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 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
<PAGE>
in the Rule 144A Securities or any other similar security to, or solicited
any offer to buy or accept a transfer, pledge or other disposition of the
Rule 144A Securities, any interest in the Rule 144A Securities or any
other similar security from, or otherwise approached or negotiated with
respect to the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any person in any manner,
or made any general solicitation by means of general advertising or in any
other manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the 1933 Act or that would
render the disposition of the Rule 144A Securities a violation of Section
5 of the 1933 Act or require registration pursuant thereto, nor will it
act, nor has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term
is defined in Rule 144A under the 1933 Act and has completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2. The Buyer is aware that the sale to it is being made in reliance on
Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own
account or the accounts of other qualified institutional buyers,
understands that such Rule 144A Securities may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
[3. The Buyer
a. is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan; or
b. is an insurance company, the source of funds to be used by
it to purchase the Certificates is an "insurance company general account"
(within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon
the availability of the exemptive relief afforded under Section III of
PTCE 95-60.]
4. This document may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document
as of the date set forth below.
L-2
<PAGE>
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
L-3
<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A
Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $______________________ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the
business of which is substantially confined to banking and is
supervised by the State or territorial banking commission or similar
official or is a foreign bank or equivalent institution, and (b) has an
audited net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto.
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.
L-5
<PAGE>
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
L-6
<PAGE>
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in
the aggregate $______________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with
Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each of
the parties to which this certification is made are relying and will continue to
rely on the statements
L-7
<PAGE>
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
L-8
<PAGE>
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited
Guaranty. (a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether any Realized Losses (other than
Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made
prior to the later of the third Business Day prior to each Distribution Date or
the related Determination Date by the Master Servicer with written notice
thereof to the Trustee. The maximum amount that Residential Funding shall be
required to pay pursuant to this Section on any Distribution Date (the "Amount
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
<PAGE>
Limited Guaranty made in lieu of such payments as described below in subsection
(d) and (Y) the then outstanding Certificate Principal Balances of the Class B
Certificates, or such lower amount as may be established pursuant to Section
12.02. Residential Funding's obligations as described in this Section are
referred to herein as the "Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this
Section or amounts paid under the Limited Guaranty shall be deposited directly
in the Certificate Account, for distribution on the Distribution Date for such
month to the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Company obtains written
confirmation from each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such substitution shall
not lower the rating 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,
M-2
<PAGE>
addressed to the Master Servicer and the Trustee, that such substitute
instrument constitutes a legal, valid and binding obligation of the substitute
guarantor or obligor, enforceable in accordance with its terms, and concerning
such other matters as the Master Servicer and the Trustee shall reasonably
request. Neither the Company, the Master Servicer nor the Trustee shall be
obligated to substitute for or replace the Limited Guaranty or Subordinate
Certificate Loss Obligation under any circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XII may be amended in any manner; in each case by
written instrument executed or consented to by the Company and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency, unless (A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such amendment,
reduction, deletion or cancellation is made in accordance with Section 11.01(e)
and, provided further that the Company obtains (subject to the provisions of
Section 10.01(f) as if the Company was substituted for the Master Servicer
solely for the purposes of such provision), in the case of a material amendment
or supersession (but not a reduction, cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment or supersession will not cause either (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code or
(b) the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of Counsel that
such amendment complies with this Section 12.02.
M-3
<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1998-NS1
, 199__
Bankers Trust Company
3 Park Plaza - 16th Floor
Irvine, CA 92614
Attention: Residential Funding Corporation Series 1998-NS1
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Pooling and Servicing
Agreement dated as of April 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-NS1 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect to
the ability of Residential Funding to secure sufficient funds and faithfully to
perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained and
certain other good and valuable consideration, the receipt of which is hereby
acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute and deposit in
the Certificate Account on behalf of Residential Funding (or otherwise provide
to Residential Funding, or to cause to be made available to Residential
Funding), either directly or 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
<PAGE>
same arises from time to time upon the demand of the Trustee in accordance with
Section 12.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part of
Residential Funding, the Trustee or any other person in asserting or enforcing
any rights or in making any claims or demands hereunder. Any defective or
partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited Guaranty
may be modified, amended or terminated only by the written agreement of GMAC and
the Trustee and only if such modification, amendment or termination is permitted
under Section 12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long as the
Servicing Agreement is not modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
4. Successor. Except as otherwise expressly provided herein, the
guarantee herein set forth shall be binding upon GMAC and its respective
successors.
5. Governing Law. This Limited Guaranty shall be governed by the
laws of the State of New York.
6. Authorization and Reliance. GMAC understands that a copy of this
Limited Guaranty shall be delivered to the Trustee in connection with the
execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby
authorizes the Company and the Trustee to rely on the covenants and agreements
set forth herein.
7. Definitions. Capitalized terms used but not otherwise defined
herein shall have the meaning given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed in any number
of counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
N-2
<PAGE>
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be
executed and delivered by its respective officers thereunto duly authorized as
of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
Title:
RESIDENTIAL 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 - 16th Floor
Irvine, CA 92614
Attention: Residential Funding Corporation Series 1998-NS1
Re: Mortgage Pass-Through Certificates, Series 1998-NS1
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
April 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:
(i) the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is solely to
comply with, or facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be modified
to have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed assignment; and
(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
<PAGE>
Very truly yours,
(Lender)
By:
Name:
Title:
O-2
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1364456 174,434.05 5.795 9.0980392157% 15,870.08
1356032 205,253.85 5.845 8.3137254902% 17,064.24
1356072 347,199.28 5.845 8.3137254902% 28,865.20
1362139 226,636.21 5.845 8.3137254902% 18,841.91
1362150 158,318.62 5.845 8.3137254902% 13,162.18
1362350 213,857.95 5.845 8.3137254902% 17,779.56
1359705 184,177.69 5.870 7.9215686275% 14,589.76
1342517 395,365.54 5.970 6.3529411765% 25,117.34
1344216 306,574.22 5.970 6.3529411765% 19,476.48
1344217 174,506.36 5.970 6.3529411765% 11,086.29
1351837 181,867.92 5.970 6.3529411765% 11,553.96
1351887 300,461.90 5.970 6.3529411765% 19,088.17
1354009 230,782.46 5.970 6.3529411765% 14,661.47
1354274 409,509.86 5.970 6.3529411765% 26,015.92
1356029 278,337.58 5.970 6.3529411765% 17,682.62
1356063 245,127.69 5.970 6.3529411765% 15,572.82
1356199 477,098.62 5.970 6.3529411765% 30,309.79
1359378 228,052.93 5.970 6.3529411765% 14,488.07
1359380 500,811.12 5.970 6.3529411765% 31,816.24
1360789 180,122.16 5.970 6.3529411765% 11,443.05
1362888 202,598.66 5.970 6.3529411765% 12,870.97
1364222 183,495.39 5.970 6.3529411765% 11,657.35
1365919 403,659.06 5.970 6.3529411765% 25,644.22
1365932 231,060.82 5.970 6.3529411765% 14,679.16
1365935 174,618.16 5.970 6.3529411765% 11,093.39
1345823 259,301.37 6.095 4.3921568627% 11,388.92
1345953 204,981.44 6.095 4.3921568627% 9,003.11
1346002 389,056.70 6.095 4.3921568627% 17,087.98
1346193 203,637.88 6.095 4.3921568627% 8,944.10
1348550 296,068.33 6.095 4.3921568627% 13,003.79
1348657 171,714.16 6.095 4.3921568627% 7,541.96
1350908 213,298.53 6.095 4.3921568627% 9,368.41
1350956 176,001.81 6.095 4.3921568627% 7,730.28
1351006 219,113.43 6.095 4.3921568627% 9,623.81
1353471 298,323.18 6.095 4.3921568627% 13,102.82
1353585 512,505.31 6.095 4.3921568627% 22,510.04
1353586 383,743.62 6.095 4.3921568627% 16,854.62
1354552 199,193.80 6.095 4.3921568627% 8,748.90
1354976 140,436.17 6.095 4.3921568627% 6,168.18
1355012 209,977.41 6.095 4.3921568627% 9,222.54
1355890 372,891.40 6.095 4.3921568627% 16,377.98
1363413 244,753.69 6.095 4.3921568627% 10,749.97
1363703 223,511.45 6.095 4.3921568627% 9,816.97
1363734 432,627.34 6.095 4.3921568627% 19,001.67
1364564 164,237.91 6.095 4.3921568627% 7,213.59
1365923 242,351.56 6.095 4.3921568627% 10,644.46
1365926 358,549.17 6.095 4.3921568627% 15,748.04
1365938 214,055.15 6.095 4.3921568627% 9,401.64
1365950 275,776.54 6.095 4.3921568627% 12,112.54
1366143 160,689.55 6.095 4.3921568627% 7,057.74
1343219 138,094.95 6.220 2.4313725490% 3,357.60
1353213 396,996.74 6.220 2.4313725490% 9,652.47
1353717 231,846.39 6.220 2.4313725490% 5,637.05
1353787 172,450.30 6.220 2.4313725490% 4,192.91
1354540 271,448.95 6.220 2.4313725490% 6,599.94
1354712 167,072.59 6.220 2.4313725490% 4,062.16
1355016 268,458.03 6.220 2.4313725490% 6,527.21
1355029 333,902.25 6.220 2.4313725490% 8,118.41
1356831 313,627.13 6.220 2.4313725490% 7,625.44
1361466 260,891.48 6.220 2.4313725490% 6,343.24
1363040 229,576.73 6.220 2.4313725490% 5,581.87
1363120 180,616.73 6.220 2.4313725490% 4,391.47
1364024 190,002.64 6.220 2.4313725490% 4,619.67
1364562 191,300.61 6.220 2.4313725490% 4,651.23
1364690 235,387.74 6.220 2.4313725490% 5,723.15
1364800 171,422.67 6.220 2.4313725490% 4,167.92
1365894 223,545.95 6.220 2.4313725490% 5,435.23
1365898 212,484.53 6.220 2.4313725490% 5,166.29
1365916 243,360.98 6.220 2.4313725490% 5,917.01
1365918 175,643.49 6.220 2.4313725490% 4,270.55
1365934 244,836.48 6.220 2.4313725490% 5,952.89
1365936 186,435.42 6.220 2.4313725490% 4,532.94
1365939 312,287.81 6.220 2.4313725490% 7,592.88
1357245 174,185.81 6.270 1.6470588235% 2,868.94
1363115 227,492.57 6.270 1.6470588235% 3,746.94
1343038 200,542.30 6.345 0.4705882353% 943.73
1344739 264,939.11 6.345 0.4705882353% 1,246.77
1346158 235,500.90 6.345 0.4705882353% 1,108.24
1348655 183,994.25 6.345 0.4705882353% 865.86
1348659 321,427.93 6.345 0.4705882353% 1,512.60
1349999 273,986.38 6.345 0.4705882353% 1,289.35
1350601 210,638.47 6.345 0.4705882353% 991.24
1351037 319,990.29 6.345 0.4705882353% 1,505.84
1352284 356,050.98 6.345 0.4705882353% 1,675.53
1352840 200,673.94 6.345 0.4705882353% 944.35
1352863 201,594.34 6.345 0.4705882353% 948.68
1353956 214,439.86 6.345 0.4705882353% 1,009.13
1354240 163,195.06 6.345 0.4705882353% 767.98
1354323 250,087.60 6.345 0.4705882353% 1,176.88
1354332 363,901.78 6.345 0.4705882353% 1,712.48
1354603 252,719.70 6.345 0.4705882353% 1,189.27
1354613 339,848.51 6.345 0.4705882353% 1,599.29
1354623 160,795.09 6.345 0.4705882353% 756.68
1354630 192,083.96 6.345 0.4705882353% 903.92
1355373 373,761.40 6.345 0.4705882353% 1,758.88
1355440 265,417.21 6.345 0.4705882353% 1,249.02
1355452 190,946.85 6.345 0.4705882353% 898.57
1356053 284,801.15 6.345 0.4705882353% 1,340.24
1356066 254,595.57 6.345 0.4705882353% 1,198.10
1356071 238,683.35 6.345 0.4705882353% 1,123.22
1356167 231,992.66 6.345 0.4705882353% 1,091.73
1356170 190,946.85 6.345 0.4705882353% 898.57
1356176 322,181.62 6.345 0.4705882353% 1,516.15
1356206 162,395.08 6.345 0.4705882353% 764.21
1356284 211,633.25 6.345 0.4705882353% 995.92
1356400 256,187.35 6.345 0.4705882353% 1,205.59
1356593 209,593.40 6.345 0.4705882353% 986.32
1357109 307,481.66 6.345 0.4705882353% 1,446.97
1357182 214,423.86 6.345 0.4705882353% 1,009.05
1357365 218,313.09 6.345 0.4705882353% 1,027.36
1358739 181,034.68 6.345 0.4705882353% 851.93
1358779 187,446.62 6.345 0.4705882353% 882.10
1362026 190,622.58 6.345 0.4705882353% 897.05
1362235 196,534.43 6.345 0.4705882353% 924.87
1363208 144,530.09 6.345 0.4705882353% 680.14
1363612 205,529.19 6.345 0.4705882353% 967.20
1364192 172,335.09 6.345 0.4705882353% 810.99
1364193 173,088.94 6.345 0.4705882353% 814.54
1365880 225,208.55 6.345 0.4705882353% 1,059.80
1365908 211,193.97 6.345 0.4705882353% 993.85
1365914 279,991.57 6.345 0.4705882353% 1,317.61
1365922 239,993.01 6.345 0.4705882353% 1,129.38
1365924 210,386.29 6.345 0.4705882353% 990.05
1365927 242,392.31 6.345 0.4705882353% 1,140.67
1365930 178,509.13 6.345 0.4705882353% 840.04
1367478 201,078.64 6.345 0.4705882353% 946.25
1367492 191,799.26 6.345 0.4705882353% 902.58
$31,005,533.12 3.0071937650% $932,396.46
P-1
<PAGE>
EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[Date]
Bankers Trust Company
3 Park Plaza - 16th Floor
Irvine, CA 92614
Re: Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates, Series 1998-NS1
Residential Funding Corporation, as the Holder of a ____% Percentage
Interest of the [Class/Subclass] of Class A-__ Certificates, hereby requests the
Trustee to exchange the above-referenced Certificates for the Subclasses
referred to below:
1. Class A__ 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-__
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-__
Certificates surrendered for exchange.
The capitalized terms used but not defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement, dated as of April 1,
1998, among Residential Funding Mortgage Securities I, Inc., Residential Funding
Corporation and Bankers Trust Company, as trustee.
RESIDENTIAL FUNDING CORPORATION
By:
Name:
Title:
Q-1
<PAGE>
