SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 29, 1997
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under a Pooling and
Servicing Agreement, dated as of December 1, 1997, providing for, inter alia,
the issuance of Mortgage Pass-Through Certificates, Series 1997-S21)
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 December 1,
1997, among Residential Funding Mortgage Securities I, Inc., as company,
Residential Funding Corporation, as master servicer, and The First National Bank
of Chicago, as trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name: Randy Van Zee
Title: Vice President
Dated: December 29, 1997
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Dated: December 29, 1997
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EXHIBITS
<PAGE>
EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1997
Mortgage Pass-Through Certificates
Series 1997-S21
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
Section 1.01. Definitions.............................................3
Accrued Certificate Interest.................................3
Adjusted Mortgage Rate.......................................4
Advance......................................................4
Affiliate....................................................4
Agreement....................................................4
Amount Held for Future Distribution..........................4
Appraised Value..............................................4
Assignment...................................................4
Assignment Agreement.........................................4
Assignment of Proprietary Lease..............................5
Available Distribution Amount................................5
Bankruptcy Amount............................................5
Bankruptcy Code..............................................5
Bankruptcy Loss..............................................5
Book-Entry Certificate.......................................5
Business Day.................................................5
Buydown Funds................................................6
Buydown Mortgage Loan........................................6
Cash Liquidation.............................................6
Certificate..................................................6
Certificate Account..........................................6
Certificate Account Deposit Date.............................6
Certificateholder or Holder..................................6
Certificate Owner............................................6
Certificate Principal Balance................................7
Certificate Register and Certificate Registrar...............7
Class........................................................7
Class A Certificate..........................................8
Class A-2 Collection Shortfall...............................8
Class A-2 Principal Distribution Amount......................8
Class B Certificate..........................................8
Class B Percentage...........................................8
Class B-1 Percentage.........................................8
Class B-1 Prepayment Distribution Trigger....................8
Class B-2 Percentage.........................................8
Class B-2 Prepayment Distribution Trigger....................9
Class B-3 Percentage.........................................9
Class B-3 Prepayment Distribution Trigger....................9
i
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Page
Class M Certificate.........................................9
Class M Percentage..........................................9
Class M-1 Percentage........................................9
Class M-2 Percentage........................................9
Class M-2 Prepayment Distribution Trigger...................9
Class M-3 Percentage........................................10
Class M-3 Prepayment Distribution Trigger...................10
Class R Certificate.........................................10
Closing Date................................................10
Code .......................................................10
Compensating Interest.......................................10
Cooperative.................................................10
Cooperative Apartment.......................................10
Cooperative Lease...........................................10
Cooperative Loans...........................................11
Cooperative Stock...........................................11
Cooperative Stock Certificate...............................11
Corporate Trust Office......................................11
Credit Support Depletion Date...............................11
Curtailment.................................................11
Custodial Account...........................................11
Custodial Agreement.........................................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
ii
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Page
Event of Default............................................14
Excess Bankruptcy Loss......................................14
Excess Fraud Loss...........................................14
Excess Special Hazard Loss..................................14
Excess Subordinate Principal Amount.........................14
Extraordinary Events........................................15
Extraordinary Losses........................................15
FDIC .......................................................15
FHLMC.......................................................15
Final Distribution Date.....................................15
Fitch.......................................................16
FNMA .......................................................16
Foreclosure Profits.........................................16
Fraud Loss Amount...........................................16
Fraud Losses................................................16
Independent.................................................16
Initial Certificate Principal Balance.......................17
Initial Notional Amount.....................................17
Initial Monthly Payment Fund................................17
Insurance Proceeds..........................................17
Insurer.....................................................17
Interest Accrual Period.....................................17
Late Collections............................................17
Liquidation Proceeds........................................17
Loan-to-Value Ratio.........................................18
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..........................................20
Mortgagor...................................................20
Net Mortgage Rate...........................................20
Non-Discount Mortgage Loan..................................20
Non-Primary Residence Loans.................................20
Non-United States Person....................................20
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Page
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
Permitted Investments.......................................22
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.............................................28
REO Disposition.............................................28
REO Imputed Interest........................................28
REO Proceeds................................................28
REO Property................................................28
Request for Release.........................................28
Required Insurance Policy...................................28
Residential Funding.........................................28
Responsible Officer.........................................28
iv
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Page
Schedule of Discount Fractions..............................28
Security Agreement..........................................28
Seller......................................................29
Seller's Agreement..........................................29
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
Servicing Fee...............................................31
Servicing Officer...........................................31
Servicing Modification......................................31
Special Hazard Amount.......................................31
Special Hazard Loss.........................................32
Standard & Poor's...........................................32
Stated Principal Balance....................................32
Subclass....................................................32
Subclass Notional Amount....................................32
Subordinate Percentage......................................32
Subordinate Principal Distribution Amount...................32
Subserviced Mortgage Loan...................................33
Subservicer.................................................33
Subservicer Advance.........................................33
Subservicing Account........................................33
Subservicing Agreement......................................33
Subservicing Fee............................................33
Tax Returns.................................................33
Transfer....................................................34
Transferee..................................................34
Transferor..................................................34
Uncertificated Accrued Interest.............................34
Uncertificated Notional Amount..............................34
Uncertificated Pass-Through Rate............................35
Uncertificated REMIC Regular Interest Pool Strip Rate.......35
Uncertificated REMIC Regular Interests......................35
Uncertificated REMIC Regular Interest Distribution Amount...35
Uniform Single Attestation Program for Mortgage Bankers.....35
Uninsured Cause.............................................35
United States Person........................................35
Voting Rights...............................................35
v
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Page
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans..........................36
Section 2.02. Acceptance by Trustee............................40
Section 2.03. Representations, Warranties and Covenants of the
MasterServicer and the Company.........................42
Section 2.04. Representations and Warranties of Sellers..............46
Section 2.05. Execution and Authentication of Certificates...........48
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.....................49
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations............................................50
Section 3.03. Successor Subservicers.................................51
Section 3.04. Liability of the Master Servicer.......................51
Section 3.05. No Contractual Relationship Between Subservicer and
Trustee or Certificateholders..........................52
Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee.............................52
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account......................................52
Section 3.08. Subservicing Accounts; Servicing Accounts..............55
Section 3.09. Access to Certain Documentation and Information Regarding
the Mortgage Loans.....................................56
Section 3.10. Permitted Withdrawals from the Custodial Account.......56
Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder............................58
Section 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity Coverage.................................59
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments...........61
Section 3.14. Realization Upon Defaulted Mortgage Loans..............63
Section 3.15. Trustee to Cooperate; Release of Mortgage Files........65
Section 3.16. Servicing and Other Compensation; Compensating
Interest...............................................66
Section 3.17. Reports to the Trustee and the Company.................67
Section 3.18. Annual Statement as to Compliance......................67
Section 3.19. Annual Independent Public Accountants' Servicing
Report.................................................68
Section 3.20. Rights of the Company in Respect of the Master
Servicer...............................................68
Section 3.21. Administration of Buydown Funds........................69
vi
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ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS
Page
Section 4.01. Certificate Account....................................70
Section 4.02. Distributions..........................................70
Section 4.03. Statements to Certificateholders.......................78
Section 4.04. Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer........................80
Section 4.05. Allocation of Realized Losses..........................82
Section 4.06. Reports of Foreclosures and Abandonment of
Mortgaged Property.....................................83
Section 4.07. Optional Purchase of Defaulted Mortgage Loans..........83
Section 4.08. Distributions on the Uncertificated REMIC Regular
Interests..............................................84
ARTICLE V THE CERTIFICATES
Section 5.01. The Certificates.......................................85
Section 5.02. Registration of Transfer and Exchange of Certificates..87
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates......92
Section 5.04. Persons Deemed Owners..................................92
Section 5.05. Appointment of Paying Agent............................93
Section 5.06. Optional Purchase of Certificates......................93
ARTICLE VI THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the Master
Servicer...............................................95
Section 6.02. Merger or Consolidation of the Company or the Master
Servicer;
Assignment of Rights and Delegation of Duties by
Master Servicer..................................95
Section 6.03. Limitation on Liability of the Company, the Master
Servicer and Others ..............................96
Section 6.04. Company and Master Servicer Not to Resign.........97
ARTICLE VII DEFAULT
Section 7.01. Events of Default......................................98
Section 7.02. Trustee or Company to Act; Appointment of Successor...100
Section 7.03. Notification to Certificateholders....................101
Section 7.04. Waiver of Events of Default...........................101
ARTICLE VIII CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.....................................102
Section 8.02. Certain Matters Affecting the Trustee.................104
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.105
Section 8.04. Trustee May Own Certificates..........................105
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification..................................106
vii
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Page
Section 8.06. Eligibility Requirements for Trustee..................107
Section 8.07. Resignation and Removal of the Trustee................107
Section 8.08. Successor Trustee.....................................108
Section 8.09. Merger or Consolidation of Trustee....................108
Section 8.11. Appointment of Custodians.............................110
Section 8.12. Appointment of Office or Agency.......................110
viii
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Page
ARTICLE IX TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans..........111
Section 9.02. Additional Termination Requirements...................113
ARTICLE X REMIC PROVISIONS
Section 10.01.REMIC Administration..................................115
Section 10.02.Master Servicer, REMIC Administrator and
Trustee Indemnification..........................118
.
ARTICLE XI [RESERVED]........................................................120
ARTICLE XII MISCELLANEOUS PROVISIONS
Section 12.01.Amendment.............................................121
Section 12.02.Recordation of Agreement; Counterparts................123
Section 12.03.Limitation on Rights of Certificateholders............124
Section 12.04.Governing Law.........................................124
Section 12.05.Notices...............................................125
Section 12.06.Notices to Rating Agency..............................125
Section 12.07.Severability of Provisions............................126
Section 12.08.Supplemental Provisions for Resecuritization..........126
ix
<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
x
<PAGE>
This is a Pooling and Servicing Agreement, dated as of December 1,
1997, among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the company
(together with its permitted successors and assigns, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with its permitted successors
and assigns, the "Master Servicer"), and THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee (together with its permitted successors and assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the 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 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-3 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 Features Date S&P Fitch
- ----------- ------ --------- -------- ------ ----- -----
<S> <C> <C> <C> <C> <C> <C>
Class A-1 6.50% $ 130,050,000.00 Senior December 25, 2012 AAA AAA
Class A-2 0.00% $ 92,232.73 Principal Only/Senior December 25, 2012 AAAr AAA
Class A-3 Variable $ 0.00 Variable Strip/Interest December 25, 2012 AAAr AAA
Only/Senior
Class R 6.50% $ 100.00 Residual/Senior December 25, 2012 AAA AAA
Class M-1 6.50% $ 998,900.00 Mezzanine December 25, 2012 N/A AA
Class M-2 6.50% $ 665,700.00 Mezzanine December 25, 2012 N/A A
Class M-3 6.50% $ 399,400.00 Mezzanine December 25, 2012 N/A BBB
Class B-1 6.50% $ 466,000.00 Subordinate December 25, 2012 N/A BB
Class B-2 6.50% $ 199,700.00 Subordinate December 25, 2012 N/A B
Class B-3 6.50% $ 266,368.68 Subordinate December 25, 2012 N/A N/A
</TABLE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance
equal to $133,138,401.41. 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:
2
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date, as to
any Class A Certificate (other than the Class A-2 and Class A-3 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-3 Certificates (other than any Subclass of the Class A-3 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-3 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 (adjuste d to the Net Mortgage Rate) of Realized Losses (including
Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses) not allocated solely to one or more specific Classes of
Certificates pursuant to Section 4.05, (iii) the interest portion of Advances
previously made with respect to a Mortgage Loan or REO Property which remained
unreimbursed follo wing the Cash Liquidation or REO Disposition of such Mortgage
Loan or REO Property that were made with respect to delinquenci es that were
ultimately determined to be Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses and (iv) any other interest
shortfalls not covered by the subordination provided by the Class M Certificates
and Class B Certificates, including interest that is not collectible from the
Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations as in effect from time to time,
with all such reductions allocated among all of the Certificates in proportion
to their respective amounts of Accrued Certificate Interest payable on such
Distribution Date which would have resulted absent such reductions. Any portion
of the reductions described in the immediately preceding sentence that are
allocated to the Class A-3 Certificates shall be allocated among the Subclasses
thereof, if any, in proportion to their respective amounts of Accrued
Certificate Interest payable on such Distribution Date which would have resulted
absent such reductions. In addition to that portion of the reductions described
in the second preceding sentence that are allocated to any Class of Class B
Certificates or any Class of Class M Certificates, Accrued Certificate Interest
on such Class of Class B Certificates or such Class of Class M Certificates will
be reduced by the interest portion (adjusted to the Net Mortgage Rate) of
Realized Losses that are allocated solely to such Class of Class B Certificates
or such Class of Class M Certificates pursuant to Section 4.05.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of
determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"control led" 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.
3
<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
December 29, 1997, between Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date, an amount equal
to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit in
the Custodial Account as of the close of business on the immediately preceding
Determination Date and amounts deposited in the Custodial Account in connection
with the substitution of Qualified Substitute Mortgage Loans, (ii) the amount of
any Advance made on the immediately preceding Certificate Account Deposit Date,
(iii) any amount deposited in the 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, an amount equal to the
excess, if any, of (A) $100,000 over (B) the aggregate amount of Bankruptcy
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that neither a Deficient Valuation
nor a Debt Service Reduction shall be deemed a Bankruptcy Loss hereunder so long
as the Master Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York, the State of Michigan,
the State of California or the State of Illinois (and such other state or states
in which the Custodial Acc ount 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 Loa n. 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.
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Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "The First National
Bank of Chicago, as trustee, in trust for the registered holders of Residential
Funding Mortgage Securiti es I, Inc., Mortgage Pass-Through Certificates, Series
1997-S21" 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-3 Certificates) and Class R Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate Principal Balance
of such Certificate as specified on the face thereof, minus (ii) the sum of (x)
the aggregate of all amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance or amount thereof pursuant to Section 4.02(a) and
(y) the aggregate of all reductions in Certificate Principal Balance deemed to
have occurred in connection with Realized Losses which were previously allocated
to such Certificate (or any predecessor Certificate) pursuant to Section 4.05.
With respect to each Class M Certificate, on any date of determination, an
amount equal to (i) the Initial Certificate Principal Balance of such Class M
Certificate as specified on the face thereof, minus (ii) the sum of (x) the
aggregate of all amounts previously distributed with respect to such Certificate
(or any predecessor Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have occurred in
connection with Realized Losses which were previously allocated to such
Certificate (or any predecessor Certificate) pursuant to Section 4.05; provided,
that if the Certificate Principal Balances of the Class B Certificates have been
reduced to zero, the Certificate Principal Balance of each Class M Certificate
of those Class M Certificates outstanding with the highest numerical designation
at any given time shall thereafter be calculated to equal the Percentage
Interest evidenced by such Certificate times the excess, if any, of (A) the then
aggregate Stated Principal Balance of the Mortgage Loans over (B) the then
aggregate Certificate Principal Balance of all other Classes of Certificates
then outstanding. With respect to each Class B Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate Principal Balance
of such Class B Certificate as specified on the face thereof, minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously allocated to
such Certificate (or any predecessor Certificate) pursuant to Section 4.05;
provided, that the Certificate Principal Balance of each Class B Certificate of
those Class B Certificates outstanding with the highest numerical designation at
any given time shall be calculated to equal the Percentage Interest evidenced by
such Certificate times the excess, if any, of (A) the then aggregate Stated
Principal Balance of the Mortgage Loans over (B) the then aggregate Certificate
Principal Balance of all other Classes of Certificates then outstanding. The
Class A-3 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-3 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, or Class A-3
Certificates, each such Certificate (other than the Class A-3 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-3
Certificates) evidencing an interest designated as a "regular inter est" in the
Trust Fund for purposes of the REMIC Provisions. The Class A-3 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-3 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-3 Certificates.
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Class A-2 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-2 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 whi ch is the aggregate Certificate
Principal Balance of the Class B-1 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-1 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class B-1
Certificates, Class B-2 Certificates and Class B-3 Certificates immediately
prior to such Distribution Date divided by the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO Properties) immediately
prior to such Distribution Date is greater than or equal to 0.70%.
Class B-2 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of whi ch is the aggregate Certificate
Principal Balance of the Class B-2 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-2 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class B-2
Certificates and Class B-3 Certificates immediately prior to such Distribution
Date divided by the aggregate Stated Principal Balance of all of the Mortgage
Loans (or related REO Properties) immediately prior to such Distribution Date is
greater than or equal to 0.35%.
Class B-3 Percentage: With respect to any Distribution Date, a fraction
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-3 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class B-3
Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 0.20%.
Class M Certificate: Any one of the Class M-1 Certificates, Class M-2
Certificates or Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
B and evidencing an interest designated as a "regular interest" in the 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 whi ch 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 whi ch 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 frac tion (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
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divided by the aggregate Stated Principal Balance of all of the Mortgage Loans
(or related REO Properties) immediately prior to such Distribution Date is
greater than or equal to 1.50%.
Class M-3 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of whi ch 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 equ
al to 1.00%.
Class R Certificate: Any one of the Class R Certificates executed by the
Trustee and authenticated by the Certificate Regi strar 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: December 29, 1997.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
Cooperative: A private, cooperative housing corporation organized under the
laws of, and headquartered in, the State of New York which owns or leases land
and all or part of a building or buildings located in the State of New York,
including apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other things, the sale of
Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the Trustee at which at any
particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at One First National Plaza, Suite 0126, Chicago, Illinois
60670-0126, Attention: Residential Funding Corporation Series 1997-S21.
Credit Support Depletion Date: The first Distribution Date on which the
Senior Percentage equals 100%.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
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Custodial Account: The custodial account or accounts created and maintained
pursuant to Section 3.07 in the name of a depository institution, as custodian
for the holders of the Certificates, for the holders of certain other interests
in mortgage loans serviced or sold by the Master Servicer and for the Master
Servicer, into which the amounts set forth in Section 3.07 shall be deposited
directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Company, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: December 1, 1997.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
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 Mortgag ed Property in an amount less
than the then outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(3) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day (or
if such 20th day is not a Business Day, the Business Day immediately following
such 20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is 6.50% minus the
Net Mortgage Rate (or the initial Net Mortgage Rate with respect to any Discount
Mortgage Loans as to which the Mortgage Rate is modified pursuant to 3.07(a))
for such Mortgage Loan and the denominator of which is 6.50%. The Discount
Fraction with respect to each Discount Mortgage Loan is set forth on Exhibit P
attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than 6.50% per annum and any Mortgage
Loan deemed to be a Discount Mortgage Loan pursuant to the definition of
Qualified Substitute Mortgage Loan.
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Cod e, 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 acti vities 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
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the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income), (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code and (v) any other Person so
designated by the Trustee based upon an Opinion of Counsel that the holding of
an Ownership Interest in a Class R Certificate by such Person may cause the
Trust Fund or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the transfer
of an Ownership Interest in a Class R Certificate to such Person. The terms
"United States", "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issu ance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date, the first day of the month
in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period commencing on
the second day of the month preceding the month of such Distribution Date and
ending on the related Due Date.
Eligible Account: An account that is any of the following: (i) maintained
with a depository institution the debt obligations of which have been rated by
each Rating Agency in its highest rating available, or (ii) an account or
accounts in a depository institution in which such accounts are fully insured to
the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of The First
National Bank of Chicago or (B) an account or accounts maintained in the
corporate asset services department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P-1 (or the equivalent) or
better by each Rating Agency and its long term debt obligations are rated A2 (or
the equivalent) or better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in the corporate
trust division of The First National Bank of Chic ago, 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 redu ction 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-2 Principal
Distribut ion Amount (determined without regard to Section 4.02(b)(i)(E) hereof)
and (iv) the aggregate amount of Accrued Certificate Interest on the Class M,
Class B-1 and Class B-2 Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution Date
on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date, as reduced by any such amount that is included in Section
4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property or Mortgage Loan causing or resulting in a loss which causes
the liquidation of such Mortgage Loan:
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(a) losses that are of the type that would be covered by the
fidelity bond and the errors and omissions insurance policy required to
be maintained pursuant to Section 3.12(b) but are in excess of the
coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in
part caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war,
including action in hindering, combating or defending against an
actual, impending or expected attack:
1. by any government or sovereign power, de jure or de
facto, or by any authority maintaining or using military,
naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority
or forces;
(d) any weapon of war employing atomic fission or
radioactive force whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped
power or action taken by governmental authority in hindering, combating
or defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any
government or public authority; or risks of contraband or illegal
transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
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 Loss Amount: As of any date of determination after the Cut-off Date,
an amount equal to: (Y) prior to the third anniversary of the Cut-off Date an
amount equal to 1.00% of the aggregate outstanding principal balance of all of
the Mortgage Loa ns as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination and (Z) from the third to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05
since the most recent anniversary of the Cut-off Date up to such date of
determination. On and after the fifth anniversary of the Cut-off Date the Fraud
Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating
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Agency that such reduction shall not reduce the rating assigned to any Class of
Certificates by such Rating Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by such Rating
Agency and (ii) provide a copy of such written confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Independent: When used with respect to any specified Person, means such a
Person who (i) is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate thereof, (ii) does not have any direct financial
interest or any material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
with the Company, the Master Servicer or the Trustee as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
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-3 Certificates, the
Cut-off Date Principal Balance of the Mortgage Loans corresponding to the
Uncertificated REMIC Regular Interests represented by such Class A-3
Certificates.
Initial Monthly Payment Fund: As defined in Section 2.01(f).
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans pursuant
to any Primary Insurance Policy or any other related insurance policy covering a
Mortgage Loan, to the extent such proceeds are payable to the mortgagee under
the Mortgage, any Subservicer, the Master Servicer or the Trustee and are not
applied to the restoration of the related Mortgaged Property or released to the
Mortgagor in accordance with the procedures that the Master Servicer would
follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance Policy or any
successor thereto or the named insurer in any replacement policy.
Interest Accrual Period: With respect to any Certificate, and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs. 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.
Maturity Date: The latest possible maturity date, solely for purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which (i) the
Certificate Principal Balance of each Class of Certificates (other than the
Class A-3 Certificates which have no Certificate Principal Balance) or (ii) an
Uncertificated REMIC Regular Interest, representing a regular interest in the
Trust Fund would be reduced to zero, which is December 25, 2012, 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 Mortgag e 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 sche dule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
Moody's: Moody's Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to
a particular Mortgage Loan and any addition al 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 initi al Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, with out
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgag or under a Mortgage Loan,
together with any modification thereto.
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Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification ther eto other than a Servicing
Modification.
Mortgaged Property: The underlying real property securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of interest
equal to the Adjusted Mortgage Rate less the per annum rate at which the
Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by nonowner 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-3
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-3 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 Transfer ee" 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-2 Certificates) and the denominator
of which is the aggregate Stated Principal Balance of the Mortgage Loans (other
than the Discount Fraction of the Discount Mortgage Loans), which is
approximately 97.75% as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Property) which was not the subj ect 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-2 Certificates and Class A-3 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-3 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-3 Certificates and the initial
Distribution Date, the Pass-Through Rate
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is equal to 0.6106% per annum. With respect to any Subclass of the Class A-3
Certificate and any Distribution Date, a rate equal to the weighted average,
expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
Subclass as of the Due Date in the month next preceding the month in which such
Distribution Date occurs, weighted on the basis of the respective Stated
Principal Balances of such Mortgage Loans, which Stated Principal Balances shall
be the Stated Principal Balances of such Mortgage Loans at the close of business
on the immediately preceding Distribution Date after giving effect to
distributions thereon allocable to principal to the 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-2 Certificates have no Pass-Through Rate and are
not entitled to Accrued Certificate Interest.
Paying Agent: The First National Bank of Chicago or any successor Paying
Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate (other than a Class R
Certificate), the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof or Initial Notional
Amount thereof (in the case of any Class A-3 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 fro m the date of
acquisition thereof, provided that the unsecured obligations of the
party agreeing to repurchase such obligati ons are at the time rated by
each Rating Agency in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand
deposits, time deposits and bankers' acceptances (which shall each have
an original maturity of not more than 90 days and, in the case of
bankers' acceptances, shall in no event have an original maturity of
more than 365 days or a remaining maturity of more than 30 days)
denominated in United States dollars of any U.S. depository institution
or trust company incorporated under the laws of the United States or
any state thereof or of any domestic branch of a foreign depository
institution or trust company; provided that the debt obligations of
such depository institution or trust company (or, if the only Rating
Agency is Standard & Poor's, in the case of the principal depository
institution in a depository institution holding company, debt
obligations of the depository institution holding company) at the date
of acquisition thereof have been rated by each Rating Agency in its
highest short-term rating available; and provided further that, if the
only Rating Agency is Standard & Poor's and if the depository or trust
company is a principal subsidiary of a bank holding company and the
debt obligations of such subsidiary are not separately rated, the
applicable rating shall be that of the bank holding company; and,
provided further that, if the original maturity of such short-term
obligations of a domestic branch of a foreign depository institution or
trust company shall exceed 30 days, the short-term rating of such
institution shall be A-1+ in the case of Standard & Poor's if Standard
& Poor's is the Rating Agency;
(iv) commercial paper (having original maturities of not
more than 365 days) of any corporation incorporated under the laws of
the United States or any state thereof which on the date of acquisition
has been rated by each Rating Agency in its highest short-term rating
available; provided that such commercial paper shall have a remaining
maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated
by each Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to
each Rating Agency as a Permitted Investment hereunder and will not
reduce the rating assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating
Agency, as evidenced in writing;
provided, however, 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
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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.
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) 6.50% per annum (but not less than 0.00% per annum).
Prepayment Assumption: A prepayment assumption of 250% of the standard
prepayment assumption, used for determining the accrual of original issue
discount and market discount and premium on the Certificates for federal income
tax purposes. The standard prepayment assumption assumes a constant rate of
prepayment of mortgage loans of 0.20% 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
January, 2003 (unless the Certificate Principal Balances of the
Class A Certificates, other than the Class A-2 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 discusse d 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 Certificat es then
outstanding with the lowest numerical designation and each
other Class of Class M Certificates and Cl ass 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
the reof (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 pursua nt 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
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Prepayment Distribution Percentage thereof, calculated in
accordance with the provisions in paragraph (ii) above as if the
Certificate Principal Balance of each Maturing Class had not been
reduced to zero, plus (2) the related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment Distribution
Trigger, Class M-3 Prepayment Distribution Trigger, Class B-1 Prepayment
Distribution Trigger, Class B-2 Prepayment Distribution Trigger or Class B-3
Prepayment Distribution Trigger.
Prepayment Interest Shortfall: As to any Distribution Date and any Mortgage
Loan (other than a Mortgage Loan relating to an REO Property) that was the
subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month's interest at the
Net Mortgage Rate 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 accompanie d 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 bala nce, 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
Sect ions 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-3 Certificates and (ii) the excess of the Pool Strip Rate
on such Qualified Substitute Mortgage Loan as calculated pursuant to the
definition of "Pool Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R Certificates pursuant to Section
4.02 hereof.
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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 existenc e, "Rating Agency" shall be such statistical credit rating
agency, or other comparable Person, designated by the Company, notice of which
designation shall be given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as to
which a Cash Liquidation or REO Dispositi on 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 com petent 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 Administrat or
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 upo n 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.
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Required Insurance Policy: With respect to any Mortgage Loan, any insurance
policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Company and
any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer of
the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit P.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any Subservicer, that
executed a Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of Mortgage
Loans generally in the form of the Seller Con tract referred to or contained in
the Program Guide, or in such other form as has been approved by the Master
Servicer and the Company, each containing representations and warranties in
respect of one or more Mortgage Loans.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date, the percentage indicated below:
Senior Accelerated
Distribution Date Distribution Percentage
January 1998 through
December 2002........................................... 100%
January 2003 through
December 2003........................................... Senior Percentage,
plus 70% of the Subordinate Percentage
January 2004 through
December 2004........................................... Senior Percentage,
plus 60% of the Subordinate Percentage
January 2005 through
December 2005........................................... Senior Percentage,
plus 40% of the Subordinate Percentage
January 2006 through
December 2006........................................... Senior Percentage,
plus 20% of the Subordinate Percentage
January 2007 and
thereafter.............................................. Senior Percentage
provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occ ur 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 duri ng 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%.
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Notwithstanding the foregoing, upon the reduction of the aggregate Certificate
Principal Balance of the Senior Certificates (other than the Class A-2
Certificates) to zero, the Senior Accelerated Distribution Percentage shall
thereafter be 0%.
Senior Certificates: Any one of the Class A Certificates or Class R
Certificates.
Senior 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-2 Certificates) immediately prior
to such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans or related REO Properties (other
than the 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 Distribut ion 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 obligati ons 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 Amount: As of any Distribution Date, an amount equal to
$665,692 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greater of (A) the
greatest of (i) twice the outstanding principal balance of the Mortgage Loan in
the Trust Fund which has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding principal balance of all Mortgage Loans on
the Distribution Date immediately preceding such anniversary and (iii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans in any single five-digit California zip
code area with the largest amount of Mortgage Loans by aggregate principal
balance as of such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Mortgage Loans on the
Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the
Mortgage Loans secured by Mortgaged Properties located in the State of
California divided by the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a percentage, and the denominator of which is equal to 19.52% (which
percentage is equal to the percentage of Mortgage Loans initially secured by
Mortgaged Properties located in the State of California) and (ii) the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of the largest Mortgage Loan secured by a Mortgaged Property located in
the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating
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Agency that such reduction shall not reduce the rating assigned to any Class of
Certificates by such Rating Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by such Rating
Agency and (ii) provide a copy of such written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property suffered by such
Mortgaged Property on account of direct physical loss, exclusive of (i) any loss
of a type covered by a hazard policy or a flood insurance policy required to be
maintained in respect of such Mortgaged Property pursuant to Section 3.12(a),
except to the extent of the portion of such loss not covered as a result of any
coinsurance provision and (ii) any Extraordinary Loss.
Standard & Poor's: Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies, or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan or related REO
Property, at 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 resp ect 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 reco veries 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-3 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-3 Certificates pursuant to Section 5.01(c).
Subclass Notional Amount: As of any Distribution Date, with respect to any
Subclass of the Class A-3 Certificates issued pursuant to Section 5.01(c), the
aggregate Stated Principal Balance of the Mortgage Loans corresponding to the
Uncertificated REM IC 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.
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.
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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 Investm ent 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
(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-3 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 Uncertificate d 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 438 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.
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Uninsured Cause: Any cause of damage to property subject to a Mortgage such
that the complete restoration of such property is not fully reimbursable by the
hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity (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-3 Certificates
and Class R Certificates, in proportion to the outstanding Certificate Principal
Balances of their respective Certificates; 1% of all Voting Rights shall be
allocated among the Holders of the Class A-3 Certificates (and any Subclass
thereof); and 1.0% 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) (I) with respect to each
Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without
recourse to the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing it to
the Trustee, or with respect to any Destroyed Mortgage Note, an
original lost note affidavit from the related Seller or Residential
Funding stating that the original Mortgage Note was lost, misplaced or
destroyed, together with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the Mortgage certified by the public
recording office in which such Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the
Trustee with evidence of recording indicated thereon or a copy of such
assignment certified by the public recording office in which such
assignment has been recorded;
(iv) The original recorded assignment or assignments of
the Mortgage showing an unbroken chain of title from the originator
thereof to the Person assigning it to the Trustee or a copy of such
assignment or assignments of the Mortgage certified by the public
recording office in which such assignment or assignments have been
recorded; and
(v) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Mortgage Loan or a copy of each modification, assumption agreement or
preferred loan agreement certified by the public recording office in
which such document has been recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without
recourse to the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing it to
the Trustee, or with respect to any Destroyed Mortgage Note, an
original lost note affidavit from the related Seller or Residential
Funding stating that the original Mortgage Note was lost, misplaced or
destroyed, together with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of the Cooperative
Loan with intervening assignments showing an unbroken chain of title
from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with respect to such
Cooperative Loan, together with an undated stock power (or other
similar instrument) executed in bla nk;
(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;
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(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, Assignme nt of Proprietary Lease
and the recognition agreement referenced in clause (iv) above, showing
an unbroken chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the
Master Servicer as debtor, the Company as secured party and the Trustee
as assignee and an executed UCC-1 financing statement showing the
Company as debtor and the Trustee as secured party, each in a form
sufficient for filing, evidencing the interest of such debtors in the
Cooperative Loans.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section 2.01(b)(II)(ii), (iv), (vii), (ix)
and (x) to the Trustee or the Custodian or Custodians, deliver such documents to
the Master Servicer, and the Master Servicer shall hold such documents in trust
for the use and benefit of all present and future Certificateholders until such
time as is set forth below. Within ten Business Days following the earlier of
(i) the receipt of the original of each of the documents or instruments set
forth in Section 2.01(b)(I)(iv) and (v) and Section 2.01(b)(II)(ii), (iv),
(vii), (ix) and (x) (or copies thereof as permitt ed by such Section) for any
Mortgage Loan and (ii) a written request by the Trustee to deliver those
documents with respect to any or all of the Mortgage Loans then being held by
the Master Servicer, the Master Servicer shall deliver a complete set of such
documents to the Trustee or the Custodian or Custodians that are the duly
appointed agent or agents of the Trustee.
On the Closing Date, the Master Servicer shall certify that it has in
its possession an original or copy of each of the documents referred to in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) which has been delivered to it by the Company. Every six months after the
Closing Date, for so long as the Master Servicer is holding documents pursuant
to this Section 2.01(c), the Master Servicer shall deliver to (i) Moody's if it
is one of the Rating Agencies, (ii) the Trustee and (iii) each Custodian a
report setting forth the status of the documents which it is holding.
(d) In the event that in connection with any Mortgage Loan the Company
cannot deliver the Mortgage, any assignment, modification, assumption agreement
or preferred loan agreement (or copy thereof certified by the public recording
offic e) with evidence of recording thereon concurrently with the execution and
delivery of this Agreement solely because of a delay caus ed by the public
recording office where such Mortgage, assignment, modification, assumption
agreement or preferred loan agreeme nt as the case may be, has been delivered
for recordation, the Company shall deliver or cause to be delivered to the
Trustee or the respective Custodian a true and correct photocopy of such
Mortgage, assignment, modification, assumption agreement or preferred loan
agreement.
The Company shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in clause
(I)(iii) of Section 2.01(b), except in states where, in the opinion of counsel
acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan against the
claim of any subsequent transferee or any successor to or creditor of the
Company or the originator of such Mortgage Loan and shall promptly cause to be
filed the Form UCC-3 assignment and UCC-1 financing statement referred to in
clause (II)(vii) and (x), respectively, of Section 2.01(b). If any Assignment,
Form UCC-3 or Form UCC-1, as applicable, is lost or returned unrecorded to the
Company because of any defect therein, the Company shall prepare a substitute
Assignment, Form UCC-3 or Form UCC-1, as applicable, or cure such defect, as the
case may be, and cause such Assignment to be recorded in accordance with this
paragraph. The Company shall promptly deliver or cause to be delivered to the
Trustee or the respective Custodian such Mortgage or assignment or Form UCC-3 or
Form UCC-1, as applicable, (or copy thereof certified by the public recording
office) with evidence of recording indicated thereon upon receipt thereof from
the public recording office or from the related Subservicer. In connection with
its servicing of Cooperative Loans, the Master Servicer will use its best
efforts to file timely continuation statements with regard to each financing
statement and assignment relating to Cooperative Loans as to which the related
Cooperative Apartment is located outside of the State of New York.
In the event that the Company delivers to the Trustee or Custodian any
Mortgage Note or Assignment of Mortgage in blank, the Company shall, or shall
cause the Custodian to, complete the endorsement of the Mortgage Note and the
Assignment of Mortgage in the name of the Trustee within 45 days after the
Closing Date, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v) and
2.01(b)(II)(vi) and (vii) and that may be delivered as a copy rather than the
original may be delivered in microfiche form.
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(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, including (i) with respect to each Cooperative
Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary
Lease, Cooperative Stock Certificate, Cooperative Lease, any insurance policies
and all other documents in the related Mortgage File and (ii) with respect to
each Mortgage Loan other than a Cooperative Loan, the related Mortgage Note, the
Mortgage, any insurance policies and all other documents in the related Mortgage
File, (B) all amounts payable pursuant to the Mortgage Loans in accordance with
the terms thereof and (C) any and all general intangibles consisting of, arising
from or relating to any of the foregoing, and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including without limitation all amounts from time to time held
or invested in the Certificate Account or the Custodial Account, whether in the
form of cash, instruments, securities or other property and (2) an assignment by
the Company to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B), (C) and (D) granted by
Residential Funding to the Company pursuant to the Assignment Agreement; (c) the
possession by the Trustee, the Custodian or any other agent of the Trustee of
Mortgage Notes or such other items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be "possession by the
secured party," or possession by a purchaser or a person designated by such
secured party, for purposes of perfecting the security interest pursuant to the
Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction (including, without limitation, Section 9-305, 8-313 or
8-321 thereof); and (d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law.
The Company and, at the Company's direction, Residential Funding and
the Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Company shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for filing, at the expense of
the Company, all filings necessary to maintain the effectiveness of any original
filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage Loans as evidenced by an Officer's Certificate of the Company,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of Residential
Funding, the Company or the Trustee (such preparation and filing shall be at the
expense of the Trustee, if occasioned by a change in the Trustee's name), (2)
any change of location of the place of business or the chief executive office of
Residential Funding or the Company or (3) any transfer of any interest of
Residential Funding or the Company in any Mortgage Loan.
(f) The Master Servicer hereby acknowledges the receipt by it of cash
in an amount equal to $37,973 (the "Initial Monthly Payment Fund"), representing
scheduled principal amortization and interest at the Net Mortgage Rate for the
Due Date in January 1998, for those Mortgage Loans for which the Trustee will
not be entitled to receive such payment. The Master Servicer shall hold such
Initial Monthly Payment Fund in the Custodial Account and shall include such
Initial Monthly Payment Fund in the Available Distribution Amount for the
Distribution Date in January 1998. Notwithstanding anything herein to the
contrary, the Initial Monthly Payment Fund shall not be an asset of the REMIC.
To the extent that the Initial Monthly Payment Fund constitutes a reserve fund
for federal income tax purposes, (1) it shall be an outside reserve fund and not
an asset of the REMIC, (2) it shall be owned by the Sell er and (3) amounts
transferred by the REMIC to the Initial Monthly Payment Fund shall be treated as
transferred to the Seller or any successor, all within the meaning of Section
1.860G-2(h) of the Treasury Regulations.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solel y 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)(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 pursuant to Section 2.01(b) within 45 days after the Closing
Date to ascertain that all required documents (specifically
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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 wit h the terms hereof subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect
to any order or decree of any court or any order, regulation or demand
of any Federal, state, municipal or governmental agency, which default
might have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would materially
adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the
Master Servicer's knowledge, threatened against the Master Servicer
which would prohibit its entering into this Agreement or performing its
obligations under this Agreement;
(vi) The Master Servicer will comply in all material
respects in the performance of this Agreement with all reasonable rules
and requirements of each insurer under each Required Insurance Policy;
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(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 eac h 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 Pay ments 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 Pro perty with a Loan-to-Value
Ratio at origination in excess of 80%, such Mortgage Loan is the
subject of a Primary Insurance Policy that insures (a) at least 25% of
the principal balance of the Mortgage Loan at origination if the
Loan-to-Value Ratio is between 95.00% and 90.01%, (b) at least 12% of
such balance if the Loan-to-Value Ratio is between 90.00% and 85.01%
and (c) at least 6% of such balance if the Loan-to-Value Ratio is
between 85.00% and 80.01%. To the best of the Company's knowledge, each
such Primary Insurance Policy is in full force and effect and the
Trustee is entitled to the benefits thereunder;
(v) The issuers of the Primary Insurance Policies are
insurance companies whose claims-paying abilities are currently
acceptable to each Rating Agency;
(vi) No more than 0.8% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date are secured
by Mortgaged Properties located in any one zip code area in California
and no more than 1.1% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties loc ated in any one zip code area outside California. One
Mortgage Loan, representing approximately 0.4% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date, are
Cooperative Loans;
(vii) If the improvements securing a Mortgage Loan are in
a federally designated special flood haz ard area, flood insurance in
the amount required under the Program Guide covers the related
Mortgaged Property (either by coverage under the federal flood
insurance program or by coverage by private insurers);
(viii) Immediately prior to the assignment of the Mortgage
Loans to the Trustee, the Company had good title to, and was the sole
owner of, each Mortgage Loan free and clear of any pledge, lien,
encumbrance or security
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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
(xii) Each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of the Co de and Treasury Regulations
Section 1.860G-2(a)(1);
Loans;
(xiii) A policy of title insurance was effective as of the
closing of each Mortgage Loan and is valid and binding and remains in
full force and effect;
(xiv) With respect to a Mortgage Loan that is a
Cooperative Loan, the Cooperative Stock that is pledged as security for
the Mortgage Loan is held by a person as a tenant-stockholder (as
defined in Section 216 of the Code) in a cooperative housing
corporation (as defined in Section 216 of the Code);
(xv) With respect to each Mortgage Loan originated under
a "streamlined" Mortgage Loan progra m (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 Mortg age Loan generally meets the Company's
underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the
basis of a 360-day year consisting of twe lve 30-day months; and
(xvii) None of the Mortgage Loans contains in the related
Mortgage File a Destroyed Mortgage Note.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this Section 2.03(b) which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement); provided, however, that in the
event of a breach of the representation and warranty set forth in Section
2.03(b)(xii), the party discovering such breach shall give such notice within
five days of discovery. Within 90 days of its discovery or its receipt of notice
of breach, the Company shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that the Company
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered. Any such substitution shall be
effected by the Company under the same terms and conditions as provided in
Section 2.04 for substitutions by Residential Funding. It is understood and
agreed that the obligation of the Company to cure such breach or to so purchase
or substitute for any Mortgage Loan as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach available
to the Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute 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
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for any breach of such representations and warranties, such right, title and
interest may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders. Upon the discovery by the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any of the representations and
warranties made in a Seller's Agreement or the Assignment Agreement (which, for
purposes hereof, will be deemed to include any other cause giving rise to a
repurchase obligation under the Assignment Agreement) in respect of any Mortgage
Loan which materially and adversely affects the interests of the
Certificateholders in such Mortgage Loan, the part y 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 Mortgag e 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
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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
prov ided 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 not customarily
provided by servicers of mortgage loans, and shall be entitled to reasonable
compensation therefor in accordance with Section 3.10 and (ii) may, at its own
discretion and on behalf of the Trustee, obtain credit information in the form
of a "credit score" from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgag e 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 rece ived 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 term s 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 Loa ns 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
(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 connec tion with an REO Property for which an REO
Disposition has occurred;
(ii) All payments on account of interest at the Adjusted
Mortgage Rate on the Mortgage Loans, including Buydown Funds, if any,
and the interest component of any Subservicer Advance or of any REO
Proceeds receiv ed in connection with an REO Property for which an REO
Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of
any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and all amounts required
to be deposited in connection with the substitution of a Qualified
Substitute Mortgage Loan pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant
to Section 3.07(c) or 3.21; and
(vi) All amounts transferred from the Certificate
Account to the Custodial Account in accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect
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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 Subserv icing Accounts which shall be an Eligible Account or, if
such account is not an Eligible Account, shall generally satisfy the
requirements of the Program Guide and be otherwise acceptable to the Master
Servicer and each Rating Agency. The Subservicer will be required thereby to
deposit into the Subservicing Account on a daily basis all proceeds of Mortgage
Loans received by the Subservicer, less its Subservicing Fees and unreimbursed
advances and expenses, to the extent permitted by the Subservicing Agreement. If
the Subservicing Account is not an Eligible Account, the Master Servicer shall
be deemed to have received such monies upon receipt thereof by the Subservicer.
The Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from the date of application of
such Curtailment to the first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause
the Subservicers for Subserviced Mortgage Loans to, establish and maintain one
or more Servicing Accounts and deposit and retain therein all collections from
the Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
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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 inte nded is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any
Class of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in
the amounts and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to Sections
3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise
reimbursable pursuant to the terms of this Agreement, such withdrawal
right being limited to amounts received on particular Mortgage Loans
(including, for this purpose, REO Proceeds, Insurance Proceeds,
Liquidation Proceeds and proceeds from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 2.04 or 4.07) which represent (A) Late
Collections of Monthly Payments for which any such advance was made in
the case of Subservicer Advances or Advances pursuant to Section 4.04
and (B) recoveries of amounts in respect of which such advances were
made in the case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment received
by the Master Servicer on account of interest on a Mortgage Loan as
contemplated by Sections 3.14 and 3.16, an amount equal to that
remaining portion of any such payment as to interest (but not in excess
of the Servicing Fee and the Subservicing Fee, if not previously
retained) which, when deducted, will result in the remaining amount of
such interest being interest at the Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan) on the amount
specified in the amortization schedule of the related Mortgage Loan as
the principal balance thereof at the beginning of the period respecting
which such interest was paid after giving effect to any previous
Curtailments;
(iv) to pay to itself as additional servicing
compensation any interest or investment income earned on funds
deposited in the Custodial Account that it is entitled to withdraw
pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing
compensation any Foreclosure Profits, and any amounts remitted by
Subservicers as interest in respect of Curtailments pursuant to Section
3.08(b);
(vi) to pay to itself, a Subservicer, a Seller,
Residential Funding, the Company or any other appropriate Person, as
the case may be, with respect to each Mortgage Loan or property
acquired in respect thereof that has been purchased or otherwise
transferred pursuant to Section 2.02, 2.03, 2.04, 4.07 or 9.01, all
amounts received thereon and not required to be distributed to the
Certificateholders as of the date on which the related Stated Principal
Balance or Purchase Price is determined;
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(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).
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
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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.
Section 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan (other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of the principal balance owing on such
Mortgage Loan or 100 percent of the insurable value of the improvements;
provided, however, that such coverage may not be less than the minimum amount
required to fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related Subservicing Agreement,
the Master Servicer shall replace any Subservicer that does not cause such
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insurance, to the extent it is available, to be maintained. The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan),
fire insurance with extended coverage in an amount which is at least equal to
the amount necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to Section 3.07, any
amounts collected by the Master Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer's normal servicing procedures) shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section
3.10. Any cost incurred by the Master Servicer in maintaining any such insurance
shall not, for the purpose of calculating monthly distributions to the
Certificateholders be added to the amount owing under the Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall
be recoverable by the Master Servicer out of related late payments by the
Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent
permitted by Section 3.10. It is understood and agreed that no earthquake or
other additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. Whenever the improvements securing a Mortgage
Loan (other than a Cooperative Loan) are located at the time of origination of
such Mortgage Loan in a federally designated special flood hazard area, the
Master Servicer shall cause flood insurance (to the extent available) to be
maintained in respect thereof. Such flood insurance shall be in an amount equal
to the lesser of (i) the amount required to compensate for any loss or damage to
the Mortgaged Property on a replacement cost basis and (ii) the maximum amount
of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a
blanket fire insurance policy with extended coverage insuring against hazard
losses on all of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first sentence of this Section
3.12(a), it being understood and agreed that such policy may contain a
deductible clause, in which case the Master Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.12(a) and there shall have
been a loss which would have been covered by such policy, deposit in the
Certificate Account the amount not otherwise payable under the blanket policy
because of such deductible clause. Any such deposit by the Master Servicer shall
be made on the Certificate Account Deposit Date next preceding the Distribution
Date which occurs in the month following the month in which payments under any
such policy would have been deposited in the Custodial Account. In connection
with its activities as administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on behalf of itself, the Trustee and the
Certificateholders, claims under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense
and keep in full force and effect throughout the term of this Agreement a
blanket fidelity bond and an errors and omissions insurance policy covering the
Master Servicer's officers and employees
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and other persons acting on behalf of the Master Servicer in connection with its
activities under this Agreement. The amount of coverage shall be at least equal
to the coverage that would be required by FNMA or FHLMC, whichever is greater,
with respect to the Master Servicer if the Master Servicer were servicing and
administering the Mortgage Loans for FNMA or FHLMC. In the event that any such
bond or policy ceases to be in effect, the Master Servicer shall obtain a
comparable replacement bond or policy from an issuer or insurer, as the case may
be, meeting the requirements, if any, of the Program Guide and acceptable to the
Company. Coverage of the Master Servicer under a policy or bond obtained by an
Affiliate of the Master Servicer and providing the coverage required by this
Section 3.12(b) shall satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the
Master Servicer or Subservicer, to the extent it has knowledge of such
conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note
or Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in default
under this Section 3.13(a) by reason of any transfer or assumption
which the Master Servicer is restricted by law from preventing; and
(ii) if the Master Servicer determines that it is reasonably
likely that any Mortgagor will bring, or if any Mortgagor does bring,
legal action to declare invalid or otherwise avoid enforcement of a
due-on-sale clause contained in any Mortgage Note or Mortgage, the
Master Servicer shall not be required to enforce the due-on-sale
clause or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliv er, 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
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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 collectab
ility 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 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:
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(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 foreclos ure which is
not completed, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts
pursuant to Section 3.10. Concurrently with the foregoing, the Master Servicer
may pursue any remedies that may be available in connection with a breach of a
representation and warranty with respect to any such Mortgage Loan in accordance
with Sections 2.03 and 2.04. However, the Master Servicer is not required to
continue to pursue both foreclosure (or similar remedies) with respect to the
Mortgage Loans and remedies in connection with a breach of a representation and
warranty if the Master Servicer determines in its reasonable discretion that one
such remedy is more likely to result in a greater recovery as to the Mortgage
Loan. Upon the occurrence of a Cash Liquidation or REO Disposition, following
the deposit in the Custodial Account of all Insurance Proceeds,
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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 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
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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, unle ss the Master Servicer has agreed to indemnify and hold harmless
the Trust Fund with resp ect 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
upo n the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit H
requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation
thereon. No expenses incurred in connection with any instrument of satisfacti on
or deed of reconveyance shall be chargeable to the Custodial Account or the
Certificate Account.
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(b) From time to time as is appropriate for the servicing or
foreclosure of any Mortgage Loan, the Master Servicer shall deliver to the
Custodian, with a copy to the Trustee, a certificate of a Servicing Officer
substantially in one of the forms attached as Exhibit H hereto, requesting that
possession of all, or any document constituting part of, the Mortgag e File be
released to the Master Servicer and certifying as to the reason for such release
and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt
of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Trustee, or the Custodian as agent for the Trustee when the
need therefor by the Master Servicer no longer exists, unless (i) the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
such document has been delivered directly or through a Subservicer to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation; Compensating Interest.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan
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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 reductio n shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i)
will not withdraw from the Custodial Account any such amount representing all or
a portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or
4.01(b) and (iii) will not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi).
Section 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setti ng 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
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of the Mortgage Loans for each category of deposit specified in Section 3.07 and
each cate gory 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 Subserv icer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
Section 3.19. Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
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Section 3.20. Rights of the Company in Respect of the Master
Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during nor mal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in
its entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay
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to the insurer under any related Primary Insurance Policy if the Mortgaged
Property is transferred to such insurer and such insurer pays all of the loss
incurred in respect of such default. Any amount so remitted pursuant to the
preceding sentence will be deemed to reduce the amount owed on the Mortgage
Loan.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposit ed
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 Certifica te 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 withdra wal 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-3 Certificates), shall be based on the aggregate of
the Percenta ge Interests represented by Certificates of the applicable Class
held by such Holder or (B) with respect to any Subclass of the Class A-3
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-3 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-2
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-3 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-2 Certificateholders, the Class A-2 Principal
Distribution Amount; and
(Y) to the Class A Certificateholders (other than Class A-2 or
Class A-3 or any Subclass of the Class A-3
Certificateholders) and Class R Certificateholders, in the
priorities and amounts set forth in Section 4.02(b)(ii)
through (iv) and Section 4.02(c), the sum of the following
(applied to reduce the Certificate Principal Balances of
such Class A Certificates or Class R Certificates, as
applicable):
(A) the Senior Percentage for such Distribution Date times the sum of
the following:
(1) the principal portion of each Monthly Payment due duri
ng the related Due Period on each Outstanding Mortgage Loan
(othe r 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 relat ed 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 Amou nt;
(2) the Stated Principal Balance of any Mortgage Loan
repurchased during the related Prepayment Period (or deemed
to hav e 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 substitutio n of a Deleted
Mortgage Loan pursuant to Section 2.03 or 2.04 duri
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ng the related Prepayment Period (other than the related
Discount Fraction of such Stated Principal Balance or
shortfall with respect to a Discount Mortgage Loan); and
(3) the principal portion of all other unscheduled
collection s (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 Secti on 3.07(b))
to the extent applied by the Master Servicer as recoveries
of principal of the related Mortgage Loan pursuant to
Section 3.14 (other than the related Discount Fraction of
the principal portion of such unscheduled, collections, with
respect to a Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for which a Cash Liquidation or
a REO Disposition occurred during the related Prepayment Period (or was
deemed to have occurred during such period in accordance with Section
3.07(b)) and did not result in any Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an amount
equal to the lesser of (a) the Senior Percentage for such Distribution Date
times the Stated Principal Balance of such Mortgage Loan (other than the
related Discount Fraction of such Stated Principal Balance, with respect to
a Discount Mortgage Loan) and (b) the Senior Accelerated Distribution
Percentage for such Distribution Date times the related unscheduled
collections (including without limitation Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) to the extent applied by the Master Servicer as
recoveries of principal of the related Mortgage Loan pursuant to Section
3.14 (in each case other than the portion of such unscheduled collections,
with respect to a Discount Mortgage Loan included in Section
4.02(b)(i)(C));
(C) the Senior Accelerated Distribution Percentage for such
Distribution Date times the aggregate of all Principal Prepayments in Full
and Curtailments received in the related Prepayment Period (other than the
related Discount Fraction of such Principal Prepayments in Full and
Curtailments, with respect to a Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount for such Distribution
Date;
(E) any amounts described in subsection (ii)(Y), clauses (A), (B) and
(C) of this Section 4.02(a), as determined for any previous Distribution
Date, which remain unpaid after application of amounts previously
distributed pursuant to this clause (E) to the extent that such amounts are
not attributable
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to Realized Losses which have been allocated to the Class M Certificates
or Class B Certificates;
(iii)if the Certificate Principal Balances of the Class M Certificates and
Class B Certificates have not been reduced to zero, to the Master Servicer
or a Subservicer, by remitting for deposit to the Custodial Account, to the
extent of and in reimbursement for any Advances or Subservicer Advances
previously made with respect to any Mortgage Loan or REO Property which
remain unreimbursed in whole or in part following the Cash Liquidation or
REO Disposition of such Mortgage Loan or REO Property, minus any such
Advances that were made with respect to delinquencies that ultimately
constituted Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date,
except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount equal to (x) the
Subordinate Principal Distribution Amount for such Class of Certificates
for such Distribution Date, minus (y) the amount of any Class A-2
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-2
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
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Distribution Date minus (y) the amount of any Class A-2 Collection
Shortfalls for such Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant to clause
(x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) are insufficient
therefor, applied in reduction of the Certificate Principal Balance of the
Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date,
except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount equal to (x) the
Subordinate Principal Distribution Amount for such Class of Certificates
for such Distribution Date minus (y) the amount of any Class A-2 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-2 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
Distributio n Date, except as provided below minus (y) the amount of any
Class A-2 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-2 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;
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(xvi)to the Class A Certificateholders and Class R Certificateholders in the
priority set forth in Section 4.02(b), the portion, if any, of the
Available Distribution Amount remaining after the foregoing distributions,
applied to reduce the Certificate Principal Balances of such Class A and
Class R Certificates, but in no event more than the aggregate of the
outstanding Certificate Principal Balances of each such Class of Class A
and Class R Certificates, and thereafter, to each Class of Class M
Certificates then outstanding beginning with such Class with the lowest
numerical designation, any portion of the Available Distribution Amount
remaining after the Class A Certificates and Class R Certificates have been
retired, applied to reduce the Certificate Principal Balance of each such
Class of Class M Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Class M Certificates;
and thereafter to each such Class of Class B Certificates then outstanding
beginning with such Class with the lowest numerical 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 eve nt 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-3 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-2 Certificates, until the Certificate Princip al
Balance thereof is reduced to zero, an amount (the "Class A-2 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 Determinatio n Date, minus the Discount Fraction of
the principal portion of any related
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Debt Service Reduction which together with other Bankruptcy
Losses exceed s the Bankruptcy Amount;
(B) the related Discount Fraction of the principal portion
of all unscheduled collections on each Discount Mortgage Loan
received during the preceding calendar month (other than amounts
received in connection with a Cash Liquidation or REO Disposition
of a Discount Mortgage Loan described in clause (C) below),
including Principal Prepayments in Full, Curtailments and
repurchases (including deemed repurchases under Section 3.07(b))
of Discount Mortgage Loans (or, in the case of a substitution of
a Deleted Mortgage Loan, the Discount Fraction of the amount of
any shortfall deposited in the Custodial Account in connection
with such substitution);
(C) in connection with the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan that did not result in
any Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, an amount equal to the
lesser of (1) the applicable Discount Fractio n 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-2 Collection Shortfalls for
such Distribution Date and the amount of any Class A-2 Collection
Shortfalls remaining unpaid for all previous Distribution Dates,
but only to the extent of the Eligible Funds for such
Distribution Date;
(ii) the balance of the Senior Principal Distribution Amount, if any, remaining
after the distributions described in clause 4.02(b)(i) above shall be
distributed to the Class R Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;
(iii)the balance, if any, of the Senior Principal Distribution Amount remaining
after the distribution described in clause 4.02(b)(ii) above shall be
distributed to the Class A-1 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-2
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
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distributed to the Class A-2 Certificates and the Senior Principal Distribution
Amount will be distributed to all Classes of Senior Certificates (other than the
Class A-2 Certificates) pro rata in accordance with their respective outstanding
Certificate Principal Balances and the amo unt 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-2 Certificates) to zero but prior to the
Credit Support Depletion Dat e, the Senior Certificates (other than the Class
A-2 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-2, 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, recoveri es 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 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-3 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-3 Certificates, to the Class
A-3 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.
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(f) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Company or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(g) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class of
Certificates will be made on the next Distribution Date, the Master Servicer
shall, no later than the Determination Date in the month of such final
distribution, notify the Trustee and the Trustee shall, no later than two (2)
Business Days after such Determination Date, mail on such date to each Holder of
such Class of Certificates a notice to the effect that: (i) the Trustee
anticipates that the final distribution with respect to such Class of
Certificates will be made on such Distribution Date but only upon presentation
and surrender of such Certificates at the office of the Trustee or as otherwise
specified therein, and (ii) no interest shall accrue on such Certificates from
and after the end of the prior calendar month. In the event that
Certificateholders required to surrender their Certificates pursuant to Section
9.01(c) do not surrender their Certificates for final cancellation, the Trustee
shall cause funds distributable with respect to such Certificates to be
withdrawn from the Certificate Account and credited to a separate escrow account
for the benefit of such Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to the Certificate
Account and with respect to each Distribution Date the Master Servicer shall
forward to the Trustee and the Trustee shall forward by mail to each Holder and
the Company a statement setting forth the following information as to each Class
of Certificates to the extent applicable:
(i) (a) the amount of such distribution to the Certificateholders of such Class
applied to reduce the Certificate Principal Balance thereof, and (b) the
aggregate amount included therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class of Certificates
allocable to interest;
(iii)if the distribution to the Holders of such Class of Certificates is less
than the full amount that would be distributable to such Holders if there
were sufficient funds available therefor, the amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant to Section 4.04;
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(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 anyREO
Properties;
(x) the aggregate Accrued Certificate Interest remaining unpaid, if any, for
each Class of Certificates, after giving effect to the distribution made on
such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount as of
the close of business on such Distribution Date and a description of any
change in the calculation of such amounts;
(xii)the weighted average Pool Strip Rate for such Distribution Dat e and the
Pass-Through Rate on the Class A-3 Certificates and each Subclass, if any,
thereof;
(xiii) the occurrence of the Credit Support Depletion Date and the Accretion
Termination Date;
(xiv)the Senior Accelerated Distribution Percentage applicable to such
distribution;
(xv) the Senior 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 foreclose d loans
from Sellers due to a breach of representation or warranty;
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(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) each Notional Amount.
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination. In addition to the statement provided to the Trustee as set forth
in this Section 4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Certificate, other than a Class R Certificate,
a statement containing the information set forth in clauses (i) and (ii) of
subsection (a) above aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such informati on 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
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Certificateholders by the Master Servicer on request) setting forth (i) the
Available Distribut ion Amount and (ii) the amounts required to be withdrawn
from the Custodial Account and deposited into the Certificate Account on the
immediately succeeding Certificate Account Deposit Date pursuant to clause (iii)
of Section 4.01(a). The determination by the Master Servicer of such amounts
shall, in the absence of obvious error, be presumptively deemed to be correct
for all purposes hereunder and the Trustee shall be protected in relying upon
the same without any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect, on the Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial
Account and deposit in the Certificate Account all or a portion of the Amount
Held for Future Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii) aggregating the amount
of such Advance. Any portion of the Amount Held for Future Distribution so used
shall be replaced by the Master Servicer by deposit in the Certificate Account
on or before 11:00 A.M. New York time on any future Certificate Account Deposit
Date to the extent that funds attributable to the Mortgage Loans that are
available in the Custodial Account for deposit in the Certificate Account on
such Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date. The
Master Servicer shall be entitled to use any Advance made by a Subservicer as
described in Section 3.07(b) that has been deposited in the Custodial Account on
or before such Distribution Date as part of the Advance made by the Master
Servicer pursuant to this Section 4.04. The amount of any reimbursement pursuant
to Section 4.02(a)(iii) in respect of outstanding Advances on any Distribution
Date shall be allocated to specific Monthly Payments due but delinquent for
previous Due Periods, which allocation shall be made, to the extent practicable,
to Monthly Payments which have been delinquent for the longest period of time.
Such allocations shall be conclusive for purposes of reimbursement to the Master
Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing
Officer delivered to the Seller and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given
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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 noti
ce 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 Special Hazard Losses,
Extraordinary Losses, Excess Bankruptcy Losses or Excess Fraud Losses, shall be
allocated as follows: first, to the Class B-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; second, to the Class B-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; third, to the Class B-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; fourth, to the Class M-3 Certificates
until the Certificate Principal Balance thereof has been reduced to zero; fifth,
to the Class M-2 Certificates until the Certificate Principal Balance thereof
has been reduced to zero; sixth, to the Class M-1 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; and, thereafter,
if such Realized Losses are on a Discount Mortgage Loan, to the Class A-2
Certificates, in an amount equal to the Discount Fraction of the principal
portion thereof, and the remainder of such Realized Losses and the entire amount
of such Realized Losses on Non-Discount Mortgage Loans among all the Class A
Certificates (other than the Class A-2 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 Special Hazard Losses, Excess Bankruptcy Losses,
Excess Fraud Losses and Extraordinary Losses on Non-Discount Mortgage Loans will
be allocated among the Class A (other than the Class A-2 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-2 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
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Certificates (other than the Class A-2 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
allocatio n 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-3 Certificates) evidenced
thereby. All Realized Losses and all other losses allocated to the Class A-3
Certificates hereunder will be allocated to the Class A-3 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.
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.
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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 itsel f, 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.
(b) In determining from time to time the Uncertificated REMIC Regular
Interest Distribution Amounts, Realized Losses allocated to the Class A-3
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-3 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-3 Certificates shall
equal 100% of the amounts payable with respect to the Uncertificated REMIC
Regular Interests.
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(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 Certificates shall be issuable in minimum dollar
denominations of $25,000 and integral multiples of $1 in excess thereof. The
Class A-2 and Class M-1 Certificates shall be issuable in minimum dollar
denominations of $25,000 and integral multiples of $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 minimum dollar denominations of $250,000 and integral multiples of
$1,000 in excess thereof), except that one Certificate of the Class A- 2, Class
M-1, Class M-2, Class M-3, Class B-2 and Class B-3 Certificates may be issued in
a denomination equal to the denomination set forth as follows for such Class or
the sum of such denomination and an integral multiple of $1,000:
Class A-2 $ 25,232.73
Class M-1 $ 25,900.00
Class M-2 $ 250,700.00
Class M-3 $ 149,400.00
Class B-2 $ 199,700.00
Class B-3 $ 266,368.68
The Class A-3 Certificates and Class R Certificates shall be issuable
in minimum denominations of not less than a 20% Percentage Interest (except as
provided in Section 5.01(c) with respect to the Class A-3 Certificates);
provided, however, that one Class R Certificate will be issuable to Residential
Funding as "tax matters person" pursuant to Sect ion 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-3 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
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evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
(b) The Class A Certificates, other than the Class A-2 and Class A-3
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-2 Certificates and Class A-3 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 agreeme nts 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
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be deemed to be imposed upon and performed by the Trustee, and the Trustee and
the Master Servicer shall recognize the Holders of the Definitive Certificates
as Certificateholders
hereunder.
(c) From time to time, Residential Funding, as the initial Holder of
the Class A-3 Certificates may exchange such Holder's Class A-3 Certificates for
Subclasses of Class A-3 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-3 Certificates so surrendered for exchange. Any Subclass so issued shall
bear a numerical designation commencing with Class A-3-1 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. 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-3 Certificates may be transferred in whole, but not
in part, in accordance with the provisions of Section 5.02.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be appointed by the Trustee in accordance with the provisions of
Section 8.12 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein
provided. The Trustee is initially appointed Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided. The Certificate Registrar, or the Trustee, shall provide the
Master Servicer with a certified list of Certificateholders as of each Record
Date prior to the related Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class A-2, Class A-3, Class M, Class B or
Class R Certificate, upon satisfaction of the conditions set forth below, the
Trustee shall execute and the Certificate Registrar shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class (or
Subclass) and aggregate Percentage Interest, upon surrender of the Certificates
to be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which
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the Certificateholder making the exchange is entitled to receive. Every
Certificate presented or surrendered for transfer or exchange shall (if so
required by the Trustee or the Certificate Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder thereof or
his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. Except as provided in Section 5.02(e), in the
event that a transfer of a Class B Certificate is to be made either (i)(A) the
Trustee shall require a written Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee and the Company that such transfer may be
made pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trustee, the Company or
the Master Servicer; provided that such Opinion of Counsel will not be required
in connection with the initial transfer of any such Certificate by the Company
or any Affiliate thereof to an Affiliate of the Company and (B) the Trustee
shall require the transferee to execute a representation letter, substantially
in the form of Exhibit J-1 hereto, and the Trustee shall require the transferor
to execute a representation letter, substantially in the form of Exhibit K
hereto, each acceptable to and in form and substance satisfactory to the Company
and the Trustee certifying to the Company and the Trustee the facts surrounding
such transfer, which representation letters shall not be an expense of the
Trustee, the Company or the Master Servicer; provided, however, that such
representation letters will not be required in connection with any transfer of
any such Certificate by the Company or any Affiliate thereof to an Affiliate of
the Company, and the Trustee shall be entitled to conclusively rely upon a
representation (which, upon the request of the Trustee, shall be written
representation) from the Company, of the status of such transferee as an
Affiliate of the Company or (ii) the prospective transferee of such a
Certificate shall be required to provide the Trustee, the Company and the Master
Servicer with an investment letter substantially in the form of Exhibit L
attached hereto (or such other form as the Company in its sole discretion deems
acceptable), which investment letter shall not be an expense of the Trustee, the
Company or the Master Servicer, and which investment letter states that, among
other things, such transferee (A) is a "qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (B) is aware
that the proposed transferor intends to rely on the exemption from registration
requirements under the Securities Act of 1933, as amended, provided by Rule
144A. The Holder of any such Certificate desiring to effect any such transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the Certificate Registrar against
any liability that may result if the transfer, sale, pledge or other disposition
is not so exempt or is not made in accordance with such federal and state laws.
(e) In the case of any Class M, Class B or Class R Certificate
presented for registration 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
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the Master Servicer to the effect that the purchase or holding of such Class M,
Class B or Class R Certificate is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under Section 406
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Code (or comparable provisions of any subsequent
enactments), and will not subject the Trustee, the Company or the Master
Servicer to any obligation or liability (including obligations or liabilities
under ERISA or Section 4975 of the Code) in addition to those undertaken in this
Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the
Company or the Master Servicer or (ii) the prospective transferee shall be
required to provide the Trustee, the Company and the Master Servicer with a
certification to the effect set forth in paragraph six of Exhibit J (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 agreeme nt (a "Transfer
Affidavit and Agreement," in the form attached hereto as Exhibit I-1)
from the proposed Transferee, in form and substance satisfactory to the
Master Servicer, representing and warranting, among other things, that
it is a Permitted Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of the proposed
Transfer as a nominee, trustee or agent for any Person who is not a
Permitted Transferee, that for so long as it retains its Ownership
Interest in a Class R Certificate, it will endeavor to remain a
Permitted Transferee, and that it has reviewed the provisions of this
Section 5.02(f) and agrees to be bound by them, and (II) a certificate,
in the form attached hereto as Exhibit I-2, from the Holder wishing to
transfer the Class R Certificate, in form and substance satisfactory to
the
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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 Certificat e 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 suc h
Transfer of such Class R Certificate. If a transfer of a Class R
Certificate is disregarded pursuant to the provisions of Treasury
Regulation Section 1.860E-1 or Section 1.860G-3, then the last
preceding Permitted Transferee shall be restored, to the extent
permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class
R Certificate. The Trustee shall be under no liability to any Person
for any registration of Transfer of a Class R Certificate that is in
fact not permitted by this Section 5.02(f) or for making any payments
due on such Certificate to the holder thereof or for taking any other
action with respect to such holder under the provisions of this
Agreement.
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(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 Clas s 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 th e Master Servicer may choose. Such purported
Transferee shall promptly endorse and deliver each Class R
Certificate in accordance with the instructi ons 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 comp ute 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 Treasu ry 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 cla use (v) may be modified, added to or eliminated,
provided that there shall have been delivered to the Trustee the
following:
(A) written notification from each Rating Agency to
the effect that the modification, addition to or elimination
of such provisions will not cause such Rating Agency to
downgrade its then-current ratings, if any, of any Class of
the Class A, Class M, Class B or Class R Certificates below
the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating
Agency; and
(B) subject to Section 10.01(f), a certificate of
the Master Servicer stating that the Master Servicer has
received an Opinion of Counsel, in form
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and substance satisfactory to the Master Servicer, to the
effect that such modification, addition to or absence of such
provisions will not cause the Trust Fund to cease to qualify
as a REMIC and will not cause (x) the Trust Fund to be subject
to an entity-level tax caused by the Transfer of any Class R
Certificate to a Person that is a Disqualified Organization or
(y) a Certificateholder or another Person to be subject to a
REMIC-related tax caused by the Transfer of a Class R
Certificate to a Person that is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of
transfer, the Company, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.02 and for all other purposes whatsoever,
and neither the Company, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary except as
provided in Section 5.02(f).
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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 caus e 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 Age ncy) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the Certificates
is anticipated to be made upon presentation and surrender of such
Certificates at the office or agency of the Trustee therein
designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office or agency
of the Trustee therein specified.
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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
assumption by such Person of the due and punctual performance and observance of
each
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covenant and condition to be performed or observed by the Master Servicer under
this Agreement; provided further that each Rating Agency's rating of the Classes
of Certificates that have been rated in effect immediately prior to such
assignment and delegation will not be qualified, reduced or withdrawn as a
result of such assignment and delegation (as evidenced by a letter to such
effect from each Rating Agency). In the case of any such assignment and
delegation, the Master Servicer shall be released from its obligations under
this Agreement, except that the Master Servicer shall remain liable for all
liabilities and obligations incurred by it as Master Servicer hereunder prior to
the satisfaction of the conditions to such assignment and delegation set forth
in the next preceding sentence.
Section 6.03. Limitation on Liability of the Company, the Master
Servicer and Others.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Company, the Master Servicer or any such Person
against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Company, the Master Servicer and any
director, officer, employee or agent of the Company or the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Company,
the Master Servicer and any director, officer, employee or agent of the Company
or the Master Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder.
Neither the Company nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled
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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 remedie d, 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 right s 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
limitatio n, 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 entit led
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
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which arose prior to the termination of its activities hereunder. Upon the
termination of Residential Funding as Master Servicer hereunder the Company
shall deliver to the Trustee a copy of the Program Guide.
Section 7.02. Trustee or Company to Act; Appointment of Successor.
On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Company and with the Company's consent (which
shall not be unreasonably withheld) a designee (which meets the standards set
forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers or
Sellers as set forth in such Sections, and its obligations to deposit amounts in
respect of losses incurred prior to such notice or termination on the investment
of funds in the Custodial Account or the Certificate Account pursuant to
Sections 3.07(c) and 4.01(b) by the terms and provisions hereof); provided,
however, that any failure to perform such duties or responsibilities caused by
the preceding Master Servicer's failure to provide information required by
Section 4.04 shall not be considered a default by the Trustee hereunder. As
compensation therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been entitled to charge
to the Custodial Account or the Certificate Account if the Master Servicer had
continued to act hereunder and, in addition, shall be entitled to the income
from any Permitted Investments made with amo unts 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 stat
us 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 transact ion, 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 rel y, as to the truth of the statements and
the correctness of the opinions expressed
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therein, upon any certificates or opinions furnished to the Trustee by
the Company or the Master Servicer and which on their face, do not
contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an
error of judgment made in good faith by a Responsible Officer or
Responsible Officers of the Trustee, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken by it in
good faith in accordance with the direction of Certificateholders of
any Class holding Certificates which evidence, as to such Class,
Percentage Interests aggregating not less than 25% as to the time,
method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Agreement;
(iv) The Trustee shall not be charged with knowledge of
any default (other than a default in payment to the Trustee) specified
in clauses (i) and (ii) of Section 7.01 or an Event of Default under
clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible
Officer of the Trustee assigned to and working in the Corporate Trust
Office obtains actual knowledge of such failure or event or the Trustee
receives written notice of such failure or event at its Corporate Trust
Office from the Master Servicer, the Company or any Certificateholder;
and
(v) Except to the extent provided in Section 7.02, no
provision in this Agreement shall require the Trustee to expend or risk
its own funds (including, without limitation, the making of any
Advance) or otherwise incur any personal financial liability in the
performance of any of its duties as Trustee hereunder, or in the
exercise of any of its rights or powers, if the Trustee shall have
reasonable grounds for believing that repayment of funds or adequate
indemnity against such risk or liability is not reasonably assured to
it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Trustee.
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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 audit ors 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 act ion taken or suffered or omitted by it hereunder in
good faith and in accordance wit h 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, conse nt, 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 take n 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, 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 entere d 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 stat e 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 mer ged 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 term s 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 initi ally designates its offices located at 14 Wall Street, New
York, New York 10005 for the purpose of keeping the Certificate Register. The
Trustee will maintain an office at the address stated in Section 12.05(c) hereof
where notices and demands to or upon the Trustee in respect of this Agreement
may be served.
[
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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 Distribut ion 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 Adva nce 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 conditio ns 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-3
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 sco pe 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 860 G(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 ordinan ces.
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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 representing a
regular interest in the Trust Fund is December 25, 2012, which is the
Distribution Date one month immediately following the latest scheduled maturity
of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC
Administrator shall prepare and file with the Internal Revenue Service Form
8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC)
and Issuers of Collateralized Debt Obligati
ons" 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 REMIC Provisions, including
without limitation, any penalties arising from the Trustee's
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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 brea ch 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 Compan y, 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 err or,
(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 Opinio n 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 evidence d 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
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than the transferor) to be subject to a federal tax caused by a
transfer to a Person that is not a Permitted Transferee, or
(vi) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66% of the Percentage Interests of each Class of Certificates affected thereby,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate
without the consent of the Holder of such Certificate,
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment, in
any such case without the consent of the Holders of all Certificates
of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (subject to Section 10.01(f) and at
the expense of the party seeking such amendment) to the effect that such
amendment or the exercise of any power granted to the Master Servicer, the
Company or the Trustee in accordance with such amendment will not result in the
imposition of a federal tax on the Trust Fund or cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificate is outstanding. 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 reasona ble regulations as the Trustee may prescribe.
(e) The Company shall have the option, in its sole discretion, to
obtain and deliv er to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit,
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surety bond, insurance policy or similar instrument or a reserve fund, or any
combination of the foregoing, for the purpose of protecting the Holders of the
Class B Certificates against any or all Realized Losses or other shortfalls. Any
such instrument or fund shall be held by the Trustee for the benefit of the
Class B Certificateholders, but shall not be and shall not be deemed to be under
any circumstances included in the Trust Fund. To the extent that any such
instrument or fund constitutes a reserve fund for federal income tax purposes,
(i) any reserve fund so established shall be an outside reserve fund and not an
asset of the Trust Fund, (ii) any such reserve fund shall be owned by the
Company, and (iii) amounts transferred by the Trust Fund to any such reserve
fund shall be treated as amounts distributed by the Trust Fund to the Company or
any successor, all within the meaning of Treasury 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.
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(b) For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 12.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate
to terminat e 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 parti tion or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabil ities 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.
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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 parti es hereunder shall be determined in accordance with
such laws.
Section 12.05. Notices.
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (exc ept 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 916 08, 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, One First National Plaza, Suite 0126,
Chicago, Illinois 60670-0126, Attention: Residential Funding Corporation Series
1997-S21 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, 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 12.06. Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
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(d) the filing of any claim under the Master Servicer's blanket
fidelity bo nd and the errors and omissions insurance policy
required by Section 3.12 or the cancellation or modification of
coverage under any such instrument,
(e) the statement required to be delivered to the Holders of each
Class of Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18
and 3.19,
(g) a change in the location of the Custodial Account or the
Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders
of any Class of Certificates resulting from the failure by the
Master Servicer to make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section 12.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 12.08. Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Company or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust 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 inter ests would not be materially adversely affected thereby. To the
extent that the terms of the
106
<PAGE>
Supplemental Article do not in any way affect any provisions of this Agreement
as to any of the Certificates initially issued hereunder, the adoption of the
Supplemental Article shall not constitute an "amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust 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).
107
<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: Associate
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name: Timothy A. Kruse
Title: Associate
Attest:
Name: Randy Van Zee
Title: Vice President
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of December, 1997 before me, a notary public
in and for said State, personally appeared Randy Van Zee, known to me to be a
Vice President of Resident ial 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
offic ial seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of December, 1997 before me, a notary public
in and for said State, personally appeared Timothy A. Kruse, known to me to be
an Associate of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
offic ial seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
[TPW: NY01:626833.4] 16069-00434 01/07/98 02:33PM
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 29th day of December, 1997 before me, a notary public
in and for said State, personally appeared _________________, known to me to be
an Vice President of The First National Bank of Chicago, a national 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
offic ial seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING
THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS DECEMBER 29, 1997. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 250% 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.]
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:
December 1, 1997
First Distribution Date: Aggregate Initial [Certificate Principal
January 26, 1998 Balance] [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:
December 25, 2012
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-S21
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
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 The First National Bank of Chicago as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of [interest and] [principal], if
any, required to be distributed to Holders of Class A-__ Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
[Certificate Principal Balance] [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
A-3
<PAGE>
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation reimbursement to
the Company and the Master Servicer of advances made, or certain expenses
incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate Registrar
and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
A-4
<PAGE>
The obligations created by the Agreement in respect of the Certificates and
the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: December 29, 1997 THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
A-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 DECEMBER 29, 1997. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 250% 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
<PAGE>
A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
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:
December 1, 1997 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
January 26, 1998
CUSIP: ____________
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
December 25, 2012
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1997-S21
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 The First National
Bank of Chicago, as trustee (the "Trustee"), a summary
B-3
<PAGE>
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class M-__ Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable hereto.
No transfer of this Class M Certificate will be made unless the Trustee has
received either (i) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer with
respect to the permissibility of such transfer under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the
Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class M Certificate will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or (ii) a representation letter, in the form as described by
the Agreement, either stating that the transferee is not an employee benefit or
other plan subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
Plan, or stating that the transferee is an insurance company, the source of
funds to be used by it to purchase the Certificate is an "insurance company
general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under PTCE
95-60.
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.
B-5
<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.
B-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: December 29, 1997 THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
B-7
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
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 DECEMBER 29, 1997. ASSUMING THAT THE
MORTGAGE LOANS PREPAY AT 250% 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.
<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: $_______________
December 1, 1997
Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
January 26, 1998
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
December 25, 2012
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1997-S21
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 Residential Funding Mortgage Securities I, Inc. is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all Class B-__ Certificates, both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
C-2
<PAGE>
Master Servicer and The First National Bank of Chicago, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last day (or if such last day is
not a Business Day, the Business Day immediately preceding such last day) of the
month next preceding the month of such distribution (the "Record Date"), from
the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class B-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable hereto.
No transfer of this Class B Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is to be made, (i) the
Trustee or the Company may require an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee and the Company that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state
and (ii) the transferee shall execute an investment letter in the form described
by the Agreement. The Holder hereof desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee, the Company, the Master Servicer
and the Certificate Registrar acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require either (i) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee, the Company
and the Master Servicer with respect to the permissibility of such transfer
under the Employee Retirement Income Security Act of 1974, as amended ("ERISA")
and Section 4975 of the Internal Revenue
C-3
<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
C-4
<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.
C-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: December 29, 1997 THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
C-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
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
<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.
D-2
<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:
December 1, 1997
First Distribution Date: Initial Certificate Principal
January 26, 1998 Balance of this Certificate:
$---------------
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP ____________
December 25, 2012
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1997-S21
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
D-3
<PAGE>
Servicing Agreement dated as specified above (the "Agreement") among the
Company, the Master Servicer and The First National Bank of Chicago, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class R Certificates on such
Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be bound
by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
No transfer of this Class R Certificate will be made unless the Trustee has
received either (i) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer with
respect to the permissibility of such transfer under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")
D-4
<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
D-5
<PAGE>
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: December 29, 1997 THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
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<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to for the account of______________________________ account
number__________________________________________________ , or, if mailed by
check, to Applicable statements should be mailed to________________________ .
This information is provided by_________________________, the assignee
named above, or___________________________, as its agent.
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time,
the "Agreement"), dated as of December 1, 1997, by and among THE FIRST NATIONAL
BANK OF CHICAGO, as trustee (including its successors under the Pooling
Agreement defined below, the "Trustee"), RESIDENTIAL FUNDING MORTGAGE SECURITIES
I, INC., 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 December 1, 1997, relating
to the issuance of Residential Funding Mortgage Securities I, Inc., Mortgage
Pass-Through Certificates, Series 1997-S21 (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.
<PAGE>
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of
Mortgage Files.
The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the "Mortgage Files") and
declares that it holds and will hold the Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments.
If any Mortgage File includes one or more assignments to the Trustee of
Mortgage Notes and related Mortgages that have not been recorded, each such
assignment shall be delivered by the Custodian to the Company for the purpose of
recording it in the appropriate public office for real property records, and the
Company, at no expense to the Custodian, shall promptly cause to be recorded in
the appropriate public office for real property records each such assignment
and, upon receipt thereof from such public office, shall return each such
assignment to the Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall deliver to the Trustee
an Initial Certification in the form annexed hereto as Exhibit One
evidencing receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the Certificates, the Custodian
agrees, for the benefit of Certificateholders, to review, in accordance
with the provisions of Section 2.02 of the Pooling Agreement, each Mortgage
File, and shall deliver to the Trustee an Interim Certification in the form
annexed hereto as Exhibit Two to the effect that all documents required to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement have been
executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed
on Schedule A attached to such Interim Certification. Within 45 days of
receipt of the documents required to be delivered pursuant to Section
2.01(c) of the Pooling Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section
2.02 of the Pooling Agreement, each such document, and shall deliver to the
Trustee either (i) an Interim Certification in the form attached hereto as
Exhibit Two to the effect that all such documents relate to the Mortgage
Loans identified on the Mortgage Loan Schedule, except for any exceptions
listed on Schedule A attached to such Interim Certification or (ii) a Final
Certification as set forth in subsection (c) below. The Custodian shall be
under no duty or obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the same are
genuine, enforceable, or appropriate for the represented purpose or that
they have actually been recorded or that they are other than what they
purport to be on their face. If in performing the review required by this
Section 2.3 the Custodian finds any document or documents constituting a
part of a Mortgage File to be defective in any material respect, the
Custodian shall promptly so notify the Company, the Master Servicer and the
Trustee. Upon receipt of written notification from the Master Servicer,
signed by a Servicing Officer, that the
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<PAGE>
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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<PAGE>
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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<PAGE>
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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<PAGE>
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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<PAGE>
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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<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1997-S21
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 ILLINOIS )
) ss.:
COUNTY OF ______________ )
On the _____ day of December, 1997, before me, a notary public
in and for said State, personally appeared _______________________, known to me
to be a ______________ of The First National Bank of Chicago, a national banking
association that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of December, 1997, 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]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of December, 1997, 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 December, 1997, 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]
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
December 29, 1997
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1997-S21
Re: Custodial Agreement, dated as of December 1, 1997, by and among The
First National Bank of Chicago, Residential Funding Mortgage Securities
I, Inc., Residential Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage Pass-Through Certificates,
Series 1997-S21
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1997
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1997-S21
Re: Custodial Agreement dated as of December 1, 1997, by and among The
First National Bank of Chicago, Residential Funding Mortgage Securities
I, Inc., Residential Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage Pass-Through Certificates,
Series 1997-S21
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File to the extent required pursuant to Section 2.01(b) of
the Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage
Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan
Schedule and has determined that: all required documents have been executed and
received and that such documents related to the Mortgage Loans identified on the
Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1997
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1997-S21
Re: Custodial Agreement dated as of December 1, 1997, by and among The
First National Bank of Chicago, Residential Funding Mortgage Securities
I, Inc., Residential Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage Pass-Through Certificates, Series
1997-S21
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
<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
<PAGE>
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as
assignee and an executed UCC-1 financing statement showing the Company
as debtor and the Trustee as secured party, each in a form sufficient
for filing, evidencing the interest of such debtors in the Cooperative
Loans.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial
Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
1
RUN ON : 12/18/97 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 10.05.07 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1997-S21 CUTOFF : 12/01/97
POOL : 0004278
:
:
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 #
______________________________________________________________________________
1607871 144/144 F 325,000.00 ZZ
180 321,905.95 1
7 GIFFORD LAKE DRIVE 7.000 2,921.19 41
6.750 2,921.19 800,000.00
TOWN OF NORTH C NY 10504 2 08/22/97 00
160599134 05 10/01/97 0
160599134 O 09/01/12
0
1611383 076/076 F 373,000.00 ZZ
180 364,198.32 1
4026 EAST CATALPA STREET 7.750 3,510.96 50
7.500 3,510.96 760,000.00
SPRINGFIELD MO 65809 2 06/03/97 00
8296622 05 08/01/97 0
8296622 O 07/01/12
0
1612786 593/593 F 412,500.00 ZZ
180 404,168.49 1
3250 CANYON RIDGE DRIVE 8.250 4,001.83 75
8.000 4,001.83 550,000.00
TWIN FALLS ID 83301 5 04/11/97 00
6206452 05 06/01/97 0
6206452 O 05/01/12
0
1615989 F02/G01 F 340,000.00 ZZ
180 335,120.93 1
16400 LAKESHORE DRIVE 8.250 3,298.48 80
8.000 3,298.48 425,000.00
MINNEOLA FL 34755 1 06/13/97 00
0430371831 05 08/01/97 0
1
601166038 O 07/01/12
0
1616073 A06/G01 F 442,000.00 ZZ
180 440,650.39 1
25815 FRANKLIN PARK DRIVE 7.375 4,066.07 50
7.125 4,066.07 900,000.00
FRANKLIN MI 48322 2 10/10/97 00
0430446815 05 12/01/97 0
001000009708875 O 11/01/12
0
1620133 076/076 F 600,000.00 ZZ
180 590,923.99 1
5066 FIELDWOOD DRIVE 7.625 5,604.78 80
7.375 5,604.78 751,833.00
HOUSTON TX 77056 1 06/10/97 00
8199682 03 08/01/97 0
8199682 O 07/01/12
0
1622408 144/144 F 370,000.00 ZZ
180 368,857.83 1
8 SUMMERLAND LANE 7.250 3,377.59 65
7.000 3,377.59 575,000.00
MOUNT PLEASANT NY 10510 1 10/09/97 00
160605212 05 12/01/97 0
160605212 O 11/01/12
0
1622894 144/144 F 260,000.00 ZZ
180 258,407.36 1
68 BOWE LANE 7.375 2,391.80 80
7.125 2,391.80 328,000.00
TOWN OF BEEKMAN NY 12540 1 10/01/97 00
160604991 05 11/01/97 0
160604991 O 10/01/12
0
1627757 638/G01 F 310,000.00 ZZ
180 309,032.55 1
5341 GENESTA AVENUE 7.125 2,808.08 39
6.875 2,808.08 807,000.00
ENCINO CA 91316 2 10/23/97 00
0430494591 05 12/01/97 0
08661352 O 11/01/12
0
1
1632436 536/536 F 395,000.00 ZZ
180 393,780.65 1
98-1351 KAONOHI STREET 7.250 3,605.81 75
7.000 3,605.81 530,000.00
AIEA HI 96701 5 09/29/97 00
1174168 05 12/01/97 0
1174168 O 11/01/12
0
1633705 E73/G01 F 472,500.00 ZZ
180 469,444.65 1
1081 CREAMERY ROAD 6.750 4,181.20 73
6.500 4,181.20 655,370.00
NEWTOWN PA 18940 4 09/16/97 00
0430474643 05 11/01/97 0
8200014536 O 10/01/12
0
1635143 106/106 F 455,000.00 ZZ
180 450,851.70 1
13701 GOOSEFOOT TERRACE 7.500 4,217.91 80
7.250 4,217.91 568,750.00
ROCKVILLE MD 20850 2 08/12/97 00
6420418 03 10/01/97 0
6420418 O 09/01/12
0
1636323 661/661 F 400,000.00 ZZ
180 397,549.78 1
671 LANTERN LANE 7.375 3,679.69 66
7.125 3,679.69 610,000.00
BLUE BELL PA 19422 5 09/16/97 00
3012507 05 11/01/97 0
3012507 O 10/01/12
0
1636689 637/G01 F 396,000.00 ZZ
180 394,817.09 1
27140 S E CURRIN ROAD 7.625 3,699.16 63
7.375 3,699.16 631,500.00
ESTACADA OR 97023 5 10/14/97 00
0430505735 05 12/01/97 0
8310112 O 11/01/12
0
1639115 074/074 F 570,000.00 ZZ
180 566,658.00 1
95 FAIRMOUNT AVE 7.875 5,406.16 70
7.625 5,406.16 820,000.00
1
CHATHAM NJ 07928 1 09/08/97 00
1101216622 05 11/01/97 0
1101216622 O 10/01/12
0
1639152 074/074 F 385,000.00 ZZ
180 382,742.68 1
1608 WINCANTON DRIVE 7.875 3,651.53 70
7.625 3,651.53 550,000.00
LAS VEGAS NV 89134 1 09/11/97 00
1251149642 03 11/01/97 0
1251149642 O 10/01/12
0
1639161 074/074 F 550,000.00 ZZ
180 546,630.94 1
12 GLENBY LANE 7.375 5,059.58 70
7.125 5,059.58 790,000.00
BROOKVILLE NY 11545 1 09/09/97 00
1500346186 05 11/01/97 0
1500346186 O 10/01/12
0
1639202 074/074 F 596,400.00 ZZ
180 590,843.39 1
45 SANDY COVE ROAD UNIT 11 7.250 5,444.31 80
7.000 5,444.31 750,000.00
SARASOTA FL 34242 2 08/22/97 00
1511166142 01 10/01/97 0
1511166142 O 09/01/12
0
1639217 074/074 F 425,000.00 ZZ
180 421,125.21 1
6400 EAST SANTA AURELIA STREET 7.500 3,939.81 85
7.250 3,939.81 500,000.00
TUCSON AZ 85715 1 08/26/97 10
1512157588 03 10/01/97 12
1512157588 O 09/01/12
0
1639265 074/074 F 300,000.00 ZZ
180 298,297.78 1
649 KINGSLEY TRAIL 8.250 2,910.43 80
8.000 2,910.43 375,000.00
BLOOMFIELD HILL MI 48304 5 09/24/97 00
1581122968 05 11/01/97 0
1581122968 O 10/01/12
0
1
1639282 074/074 F 512,000.00 ZZ
180 507,432.61 1
13245 SW 74 AVE 7.750 4,819.34 80
7.500 4,819.34 640,000.00
VILLAGE OF PINE FL 33156 5 08/22/97 00
1589124264 05 10/01/97 0
1589124264 O 09/01/12
0
1641352 225/225 F 252,000.00 ZZ
180 250,456.35 1
1503 EAGLE POINT DRIVE 7.375 2,318.21 90
7.125 2,318.21 280,000.00
PRESCOTT AZ 86301 1 09/12/97 12
8063715 05 11/01/97 25
8063715 O 10/01/12
0
1642489 A06/G01 F 353,900.00 ZZ
180 352,819.40 1
725 SOUTH GLENHURST 7.375 3,255.61 49
7.125 3,255.61 737,000.00
BIRMINGHAM MI 48009 2 10/24/97 00
0430482331 05 12/01/97 0
9712177 O 11/01/12
0
1643578 354/354 F 321,750.00 ZZ
180 318,719.72 1
2209 LONG LAKE RD 7.125 2,914.51 90
6.875 2,914.51 357,500.00
NEW BRIGHTON MN 55112 1 08/29/97 10
21169222 05 10/01/97 25
21169222 O 09/01/12
0
1643597 354/354 F 447,200.00 ZZ
180 443,033.46 1
7334 COUNTRY CLUB LANE 7.250 4,082.32 80
7.000 4,082.32 559,000.00
WEST CHESTER OH 45069 1 08/15/97 00
21204466 03 10/01/97 0
21204466 O 09/01/12
0
1643612 354/354 F 231,200.00 ZZ
180 229,752.64 1
1
3621 TYVERTON COURT 7.125 2,094.29 78
6.875 2,094.29 298,000.00
RICHMOND VA 23233 1 09/15/97 00
21223649 03 11/01/97 0
21223649 O 10/01/12
0
1643634 354/354 F 238,500.00 ZZ
180 236,990.69 1
15105 JERIMIAH LANE 7.000 2,143.71 90
6.750 2,143.71 265,000.00
BOWIE MD 20721 2 09/08/97 12
25412263 03 11/01/97 12
25412263 O 10/01/12
0
1644002 633/G01 F 132,000.00 ZZ
180 131,583.55 1
8537 VALLEY VIEW TRAIL 7.000 1,186.45 78
6.750 1,186.45 170,000.00
PINE VALLEY CA 91962 2 10/27/97 00
0430483503 05 12/01/97 0
692093 O 11/01/12
0
1644065 952/G01 F 100,000.00 ZZ
180 100,000.00 1
220 GRANT AVENUE 7.625 934.13 49
7.375 934.13 208,000.00
TOTOWA NJ 07512 1 11/14/97 00
0430507798 05 01/01/98 0
97092004 O 12/01/12
0
1644461 286/286 F 344,000.00 ZZ
180 341,892.80 1
8735 ADMIRALS WOODS DR 7.375 3,164.54 80
7.125 3,164.54 435,000.00
INDIANAPOLIS IN 46236 2 09/24/97 00
0008672852 03 11/01/97 0
0008672852 O 10/01/12
0
1644463 286/286 F 800,000.00 ZZ
180 795,152.70 1
1323 COMMONWEALTH AVE 7.500 7,416.10 63
7.250 7,416.10 1,277,000.00
NEWTON MA 02165 1 09/04/97 00
09166048 05 11/01/97 0
1
09166048 O 10/01/12
0
1644465 286/286 F 260,000.00 ZZ
180 258,354.63 1
680 OLD IVY RD 7.000 2,336.96 72
6.750 2,336.96 365,000.00
ATLANTA GA 30305 1 09/11/97 00
0947104 05 11/01/97 0
0947104 O 10/01/12
0
1644470 286/286 F 556,000.00 ZZ
180 552,631.13 1
611 SUNSET RIDGE ROAD 7.500 5,154.19 75
7.250 5,154.19 745,000.00
NORTHFIELD IL 60093 2 09/09/97 00
945168 05 11/01/97 0
945168 O 10/01/12
0
1644482 286/286 F 250,000.00 ZZ
180 248,468.61 1
2511 COOLSPRING ROAD 7.375 2,299.81 59
7.125 2,299.81 425,000.00
BEL AIR MD 21015 2 09/22/97 00
0945599 05 11/01/97 0
0945599 O 10/01/12
0
1644483 286/286 F 329,200.00 ZZ
180 326,198.66 1
683 WEST 925 SOUTH 7.500 3,051.72 80
7.250 3,051.72 411,500.00
OREM UT 84058 1 08/19/97 00
943205 05 10/01/97 0
943205 O 09/01/12
0
1644484 286/286 F 240,000.00 ZZ
180 238,464.69 1
59 BARBARA DR 6.875 2,140.46 46
6.625 2,140.46 530,026.00
RANDOLPH NJ 07869 1 09/29/97 00
0948247 05 11/01/97 0
0948247 O 10/01/12
0
1
1646639 450/450 F 558,400.00 ZZ
180 555,053.38 1
5498 HIDDEN PINES DR 7.625 5,216.18 80
7.375 5,216.18 699,500.00
GENOA TWP MI 48116 2 09/22/97 00
4262200 03 11/01/97 0
4262200 O 10/01/12
0
1646782 405/405 F 410,000.00 ZZ
180 405,075.49 1
1710 HALAMA STREET 7.875 3,888.65 65
7.625 3,888.65 639,107.00
KIHEI HI 96753 1 07/11/97 00
8266108 05 09/01/97 0
8266108 O 08/01/12
0
1647045 286/286 F 215,000.00 ZZ
180 213,054.45 1
8611 EXCALIBUR WAY 7.750 2,023.75 61
7.500 2,023.75 354,940.00
HUNTERSVILLE NC 28078 1 09/30/97 00
947653 03 11/01/97 0
947653 O 10/01/12
0
1647049 286/286 F 380,000.00 ZZ
180 378,877.32 1
810 HAPP ROAD 7.750 3,576.85 66
7.500 3,576.85 580,000.00
NORTHFIELD IL 60093 5 10/03/97 00
948701 05 12/01/97 0
948701 O 11/01/12
0
1647050 286/286 F 291,000.00 ZZ
180 290,130.74 1
108 RICHMOND DR., 7.625 2,718.32 75
7.375 2,718.32 390,000.00
PITTSBURGH PA 15215 2 10/02/97 00
947390 05 12/01/97 0
947390 O 11/01/12
0
1647052 286/286 F 299,000.00 ZZ
180 298,087.02 1
2342 GOLFVIEW LN 7.375 2,750.58 73
7.125 2,750.58 410,000.00
1
HAMPSTEAD MD 21074 2 10/01/97 00
948989 03 12/01/97 0
948989 O 11/01/12
0
1647053 286/286 F 250,000.00 ZZ
180 248,451.81 1
6 IRIS LN, 7.375 2,299.81 56
7.125 2,299.81 450,000.00
RICHMOND VA 23226 1 09/30/97 00
948729 05 11/01/97 0
948729 O 10/01/12
0
1647745 E33/G01 F 280,000.00 ZZ
180 280,000.00 1
565 RYAN PLACE 7.375 2,575.79 80
7.125 2,575.79 350,000.00
LAKE FOREST IL 60045 2 11/05/97 00
0430487355 05 01/01/98 0
336385133 O 12/01/12
0
1648116 286/286 F 500,000.00 ZZ
180 497,003.37 1
4923 211TH STREET SOUTHEAST 7.625 4,670.65 79
7.375 4,670.65 635,000.00
BOTHELL WA 98021 2 09/25/97 00
947973 05 11/01/97 0
947973 O 10/01/12
0
1648118 286/286 F 240,000.00 ZZ
180 238,497.57 1
510 CLEAR SPRINGS DRIVE 7.125 2,173.99 80
6.875 2,173.99 300,000.00
HOUSTON TX 77079 1 09/30/97 00
949326 03 11/01/97 0
949326 O 10/01/12
0
1648490 943/943 F 395,900.00 ZZ
172 386,666.45 1
2485 OAKLEIGH COURT 7.875 3,846.93 90
7.625 3,846.93 439,900.00
ATLANTA GA 30345 1 04/04/97 10
7080046980 05 06/01/97 25
7080046980 O 09/01/11
0
1
1648491 943/943 F 296,540.86 ZZ
171 272,841.40 1
759 HILLCREST DRIVE 8.250 2,954.11 55
8.000 2,954.11 540,000.00
BRADENTON FL 34209 2 08/25/97 00
7080048046 05 09/01/97 0
7080048046 O 11/01/11
0
1648493 943/943 F 250,000.00 ZZ
180 247,745.38 1
27 DUNWOODY COURT 7.625 2,335.32 65
7.375 2,335.32 386,000.00
ARDEN NC 28704 1 08/04/97 00
7080051955 03 10/01/97 0
7080051955 O 09/01/12
0
1648494 943/943 F 375,000.00 ZZ
180 370,427.15 1
46 FONTENAY CIRCLE 7.500 3,476.30 53
7.250 3,476.30 712,000.00
LITTLE ROCK AR 72211 1 07/17/97 00
7080052212 05 09/01/97 0
7080052212 O 08/01/12
0
1648495 943/943 F 251,250.00 ZZ
180 248,251.90 1
4341 FERNCREEK DR 7.750 2,364.96 75
7.500 2,364.96 335,000.00
FAYETTEVILLE NC 28314 5 07/28/97 00
7080052534 05 09/01/97 0
7080052534 O 08/01/12
0
1648496 943/943 F 550,000.00 ZZ
180 541,407.66 1
3120 HANOVER STREET 7.250 5,020.75 61
7.000 5,020.75 910,000.00
UNIVERSITY PARK TX 75205 1 06/25/97 00
7080052616 05 08/01/97 0
7080052616 O 07/01/12
0
1648498 943/943 F 385,000.00 ZZ
180 381,527.86 1
1
5915 LEON CT 7.625 3,596.41 77
7.375 3,596.41 500,000.00
NASHVILLE NC 27856 2 08/09/97 00
7080053023 05 10/01/97 0
7080053023 O 09/01/12
0
1648501 943/943 F 280,000.00 ZZ
180 276,832.59 1
6 NORTHBROOK WAY 7.000 2,516.72 60
6.750 2,516.72 470,000.00
GREENVILLE SC 29615 2 08/18/97 00
7080053675 03 10/01/97 0
7080053675 O 09/01/12
0
1648503 943/943 F 290,700.00 ZZ
180 287,160.38 1
3032 WINNERS CR 7.625 2,715.52 90
7.375 2,715.52 323,000.00
CHARLESTON SC 29414 2 07/29/97 10
7080053813 05 09/01/97 12
7080053813 O 08/01/12
0
1648504 943/943 F 492,000.00 ZZ
180 487,111.85 1
301 SWAN'S MILL CROSSING 7.500 4,560.91 80
7.250 4,560.91 615,000.00
RALEIGH NC 27614 1 08/14/97 00
7080053830 03 10/01/97 0
7080053830 O 09/01/12
0
1648506 943/943 F 408,800.00 ZZ
180 202,567.24 1
280 LANDING LANE 7.250 3,731.79 80
7.000 3,731.79 511,000.00
CLARKSVILLE GA 30523 1 08/07/97 00
7080053852 05 10/01/97 0
7080053852 O 09/01/12
0
1648508 943/943 F 489,000.00 ZZ
180 478,364.53 1
2173 SHADOW RIDGE WAY 7.250 4,463.90 70
7.000 4,463.90 705,000.00
SAN JOSE CA 95138 2 07/19/97 00
7080054262 05 09/01/97 0
1
7080054262 O 08/01/12
0
1648509 943/943 F 334,000.00 ZZ
180 329,927.13 1
140 NORTH GATE ROAD 7.500 3,096.23 80
7.250 3,096.23 419,000.00
MYRTLE BEACH SC 25972 2 07/25/97 00
7080054353 05 09/01/97 0
7080054353 O 08/01/12
0
1648510 943/943 F 308,000.00 ZZ
180 305,161.34 1
6959 BLACK DUCK DRIVE 7.375 2,833.36 80
7.125 2,833.36 385,000.00
LINO LAKES MN 55014 2 08/25/97 00
7080054462 05 10/01/97 0
7080054462 O 09/01/12
0
1648512 943/943 F 216,000.00 ZZ
180 213,987.52 1
55 CEDAR SUMMIT RD 7.250 1,971.79 80
7.000 1,971.79 270,000.00
ASHEVILE NC 28803 1 08/08/97 00
7080054679 05 10/01/97 0
7080054679 O 09/01/12
0
1648513 943/943 F 368,000.00 ZZ
180 363,414.63 1
16 COVINGTON LN 7.250 3,359.34 80
7.000 3,359.34 460,000.00
DURHAM NC 27712 1 07/30/97 00
7080054742 03 09/01/97 0
7080054742 O 08/01/12
0
1648514 943/943 F 253,000.00 ZZ
180 251,467.02 1
2404 WINDSOR TRAIL 7.500 2,345.35 72
7.250 2,345.35 356,000.00
RALEIGH NC 27615 2 09/09/97 00
7080054744 05 11/01/97 0
7080054744 O 10/01/12
0
1
1648516 943/943 F 333,000.00 ZZ
180 326,754.31 1
125 THORNY POINT ROAD 8.000 3,182.32 80
7.750 3,182.32 417,000.00
STAFFORD VA 22554 2 05/01/97 00
7080054751 05 07/01/97 0
7080054751 O 06/01/12
0
1648517 943/943 F 412,000.00 ZZ
180 406,754.98 1
7212 N 23RD PLACE 7.000 3,703.18 80
6.750 3,703.18 515,000.00
PHOENIX AZ 85020 1 07/16/97 00
7080054765 05 09/01/97 0
7080054765 O 08/01/12
0
1648518 943/943 F 244,000.00 ZZ
180 241,775.39 1
1501 LEANNE COURT 7.500 2,261.92 74
7.250 2,261.92 330,000.00
RALEIGH NC 27606 5 08/11/97 00
7080054854 05 10/01/97 0
7080054854 O 09/01/12
0
1648520 943/943 F 260,000.00 ZZ
180 256,582.33 1
36073 MALINDA COURT 6.625 2,282.78 73
6.375 2,282.78 359,334.00
ROUND HILL VA 20141 1 07/01/97 00
7080054926 03 09/01/97 0
7080054926 O 08/01/12
0
1648522 943/943 F 281,000.00 ZZ
180 277,536.23 1
3758 WOODBARK CT 7.375 2,584.98 73
7.125 2,584.98 390,000.00
SAN JOSE CA 95117 2 07/24/97 00
7080054985 05 09/01/97 0
7080054985 O 08/01/12
0
1648523 943/943 F 232,500.00 ZZ
180 230,690.89 1
3 POLO CLUB ROAD 6.875 2,073.56 74
6.625 2,073.56 317,000.00
1
FAR HILLS NJ 07931 1 09/22/97 00
7080055047 01 11/01/97 0
7080055047 O 10/01/12
0
1648524 943/943 F 276,000.00 ZZ
180 273,428.49 1
2699 COUNTY LINE RD 7.250 2,519.51 80
7.000 2,519.51 345,000.00
ACWORTH GA 30101 2 08/22/97 00
7080055086 05 10/01/97 0
7080055086 O 09/01/12
0
1648525 943/943 F 371,600.00 ZZ
180 366,969.80 1
595 MEADOWS CREEK DRIVE 7.250 3,392.20 80
7.000 3,392.20 464,560.00
ALPHARETTA GA 30202 1 07/31/97 00
7080055090 03 09/01/97 0
7080055090 O 08/01/12
0
1648526 943/943 F 368,000.00 ZZ
180 362,799.02 1
9270 HUNTCLIFF TRACE 7.125 3,333.46 72
6.875 3,333.46 512,000.00
ATLANTA GA 30350 2 07/28/97 00
7080055107 03 09/01/97 0
7080055107 O 08/01/12
0
1648527 943/943 F 305,000.00 ZZ
180 301,158.60 1
439 IVY PARK LN NE 7.125 2,762.79 71
6.875 2,762.79 433,000.00
ATLANTA GA 30342 2 07/28/97 00
7080055329 03 09/01/97 0
7080055329 O 08/01/12
0
1648528 943/943 F 700,000.00 ZZ
180 693,755.55 1
132 FARLOW ROAD 7.750 6,588.93 65
7.500 6,588.93 1,090,000.00
NEWTON MA 02158 2 08/25/97 00
7080055453 05 10/01/97 0
7080055453 O 09/01/12
0
1
1648529 943/943 F 300,000.00 ZZ
180 296,098.35 1
204 ASHETON WAY 6.750 2,654.73 76
6.500 2,654.73 395,000.00
SIMPSONVILLE SC 29681 1 08/01/97 00
7080055598 03 09/01/97 0
7080055598 O 08/01/12
0
1648532 943/943 F 276,000.00 ZZ
180 273,428.52 1
5273 ROCKY MOUNTAIN PLACE 7.250 2,519.50 80
7.000 2,519.50 347,000.00
RANCHO CUCAMONG CA 91737 2 08/07/97 00
7080056308 05 10/01/97 0
7080056308 O 09/01/12
0
1648534 943/943 F 250,000.00 ZZ
180 246,817.37 1
5315 WANETA DRIVE 7.000 2,247.07 59
6.750 2,247.07 430,000.00
DALLAS TX 75209 5 08/04/97 00
7080056389 05 09/01/97 0
7080056389 O 08/01/12
0
1648535 943/943 F 285,000.00 ZZ
180 281,537.40 1
3030 BENVENUE AVENUE 7.250 2,601.66 75
7.000 2,601.66 380,000.00
BERKELEY CA 94705 5 08/05/97 00
7080056645 05 10/01/97 0
7080056645 O 09/01/12
0
1648538 943/943 F 272,000.00 ZZ
180 270,297.22 1
900 BROOKSIDE DRIVE 7.125 2,463.87 80
6.875 2,463.87 340,000.00
ROSWELL GA 30076 1 09/08/97 00
7080057123 03 11/01/97 0
7080057123 O 10/01/12
0
1648541 943/943 F 364,000.00 ZZ
180 360,526.94 1
1
13368 LAKE SHORE DRIVE 7.500 3,374.32 58
7.250 3,374.32 631,500.00
CLIVE IA 50325 2 09/19/97 00
7080057746 05 11/01/97 0
7080057746 O 10/01/12
0
1648542 943/943 F 248,000.00 ZZ
180 244,808.21 1
15316 BASSWOOD COURT 6.875 2,211.80 76
6.625 2,211.80 330,000.00
ROCKVILLE MD 20853 2 07/22/97 00
7080057791 05 09/01/97 0
7080057791 O 08/01/12
0
1648544 943/943 F 240,000.00 ZZ
180 238,577.28 1
73 LENWOOD BLVD 7.750 2,259.07 80
7.500 2,259.07 300,000.00
CHARLESTON SC 29401 1 09/16/97 00
7080057830 05 11/01/97 0
7080057830 O 10/01/12
0
1648546 943/943 F 420,000.00 ZZ
180 414,068.76 1
3702 DIJON WAY 7.250 3,834.02 70
7.000 3,834.02 600,000.00
PALM BEACH GARD FL 33410 5 08/13/97 00
7080057911 03 10/01/97 0
7080057911 O 09/01/12
0
1648547 943/943 F 250,000.00 ZZ
180 248,468.66 1
48 CHIMNEY SWEEP LANE 7.375 2,299.81 71
7.125 2,299.81 354,000.00
LITTLE ROCK AR 72212 1 09/11/97 00
7080057936 05 11/01/97 0
7080057936 O 10/01/12
0
1648548 943/943 F 245,500.00 ZZ
180 243,979.72 1
13 MARINA VILLAGE WAY 7.250 2,241.08 63
7.000 2,241.08 391,900.00
SALEM SC 29676 2 09/05/97 00
7080058085 03 11/01/97 0
1
7080058085 O 10/01/12
0
1648549 943/943 F 296,000.00 ZZ
180 294,146.98 1
31 48TH AVE NE 7.125 2,681.27 80
6.875 2,681.27 370,000.00
HICKORY NC 28601 1 09/16/97 00
7080058323 05 11/01/97 0
7080058323 O 10/01/12
0
1648550 943/943 F 233,500.00 ZZ
180 232,787.03 1
305 MADERA LN 7.375 2,148.02 45
7.125 2,148.02 528,000.00
CHAPEL HILL NC 27514 2 09/29/97 00
7080058370 03 12/01/97 0
7080058370 O 11/01/12
0
1648551 943/943 F 250,000.00 ZZ
180 248,501.70 1
3604 DORLAND DRIVE 7.625 2,335.32 46
7.375 2,335.32 550,000.00
BALTIMORE MD 21208 5 08/28/97 00
7080058432 05 11/01/97 0
7080058432 O 10/01/12
0
1648554 943/943 F 260,000.00 ZZ
180 258,424.63 1
2032 HUNTWOOD DRIVE 7.500 2,410.23 62
7.250 2,410.23 425,000.00
GAMBRILLS MD 21054 5 09/16/97 00
7080058561 03 11/01/97 0
7080058561 O 10/01/12
0
1648556 943/943 F 500,000.00 ZZ
180 497,068.41 1
430 KING RD NW 7.875 4,742.25 39
7.625 4,742.25 1,300,000.00
ATLANTA GA 30342 5 09/25/97 00
7080058895 05 11/01/97 0
7080058895 O 10/01/12
0
1
1648557 943/943 F 310,000.00 ZZ
180 308,121.67 1
8058 SOUTH SADDLEBROOK CIRCLE 7.500 2,873.74 57
7.250 2,873.74 550,000.00
SANDY UT 84093 1 09/09/97 00
7080059569 05 11/01/97 0
7080059569 O 10/01/12
0
1648558 943/943 F 256,000.00 T
180 253,665.98 1
BREWER ROAD 7.500 2,373.15 80
7.250 2,373.15 320,000.00
BOOTHBAY ME 04538 1 08/22/97 00
7080059570 05 10/01/97 0
7080059570 O 09/01/12
0
1648560 943/943 F 254,000.00 ZZ
180 251,658.93 1
581 WOODLAND TRACE LANE 7.375 2,336.61 55
7.125 2,336.61 465,000.00
CORDOVA TN 38018 2 08/20/97 00
7080059574 05 10/01/97 0
7080059574 O 09/01/12
0
1648561 943/943 F 260,000.00 ZZ
180 257,498.02 1
5306 TRUMPINGTON COURT 6.875 2,318.83 74
6.625 2,318.83 352,594.00
ALEXANDRIA VA 22315 1 08/29/97 00
7080060183 03 10/01/97 0
7080060183 O 09/01/12
0
1648562 943/943 F 380,000.00 ZZ
180 376,264.02 1
510 CATALPA ROAD 6.625 3,336.38 63
6.375 3,336.38 610,000.00
ARCADIA CA 91007 2 08/22/97 00
7080060198 05 10/01/97 0
7080060198 O 09/01/12
0
1648563 943/943 F 290,000.00 ZZ
180 288,181.47 1
606 SAIL POINT COURT 7.250 2,647.31 79
7.000 2,647.31 370,000.00
1
COLUMBIA SC 29212 2 09/24/97 00
7080060283 03 11/01/97 0
7080060283 O 10/01/12
0
1648567 943/943 F 400,000.00 ZZ
180 396,175.23 1
18899 BELLGROVE CIRCLE 7.250 3,651.46 55
7.000 3,651.46 739,950.00
SARATOGA CA 95070 1 08/05/97 00
7090038093 05 10/01/97 0
7090038093 O 09/01/12
0
1648568 943/943 F 300,000.00 ZZ
180 293,934.92 1
80 DORCAR ROAD 6.875 2,675.57 73
6.625 2,675.57 415,000.00
NEWTON MA 02159 5 08/04/97 00
7090039250 05 10/01/97 0
7090039250 O 09/01/12
0
1648569 943/943 F 540,000.00 ZZ
180 534,803.53 1
5 KINGS HILL COURT 6.875 4,816.02 80
6.625 4,816.02 675,000.00
SUMMIT NJ 07901 1 08/18/97 00
7090039830 05 10/01/97 0
7090039830 O 09/01/12
0
1648570 943/943 F 270,000.00 ZZ
180 267,457.09 1
656 S 13TH STREET 7.125 2,445.75 75
6.875 2,445.75 360,000.00
SAN JOSE CA 95112 5 08/04/97 00
7090040039 05 10/01/97 0
7090040039 O 09/01/12
0
1648572 943/943 F 260,000.00 ZZ
180 257,551.26 1
312 CARDINAL 7.125 2,355.17 40
6.875 2,355.17 660,000.00
SAN ANTONIO TX 78209 2 08/01/97 00
7090040087 05 10/01/97 0
7090040087 O 09/01/12
0
1
1648573 943/943 F 315,000.00 ZZ
180 311,968.71 1
707 EDGE LANE 6.875 2,809.35 62
6.625 2,809.35 515,000.00
LOS ALTOS CA 94024 2 08/04/97 00
7090040108 05 10/01/97 0
7090040108 O 09/01/12
0
1648574 943/943 F 371,000.00 ZZ
180 366,610.65 1
41 YORKSHIRE ROAD 7.500 3,439.22 48
7.250 3,439.22 778,000.00
DOVER MA 02030 5 08/06/97 00
7090040383 05 10/01/97 0
7090040383 O 09/01/12
0
1648577 943/943 F 250,000.00 ZZ
180 247,076.66 1
36-36 221 ST STREET 7.250 2,282.16 46
7.000 2,282.16 550,000.00
BAYSIDE NY 11361 1 08/15/97 00
7090040498 05 10/01/97 0
7090040498 O 09/01/12
0
1648579 943/943 F 250,000.00 ZZ
180 247,542.14 1
39 CLERMONT 6.625 2,194.99 54
6.375 2,194.99 465,000.00
NEWPORT BEACH CA 92657 1 08/12/97 00
7090040820 03 10/01/97 0
7090040820 O 09/01/12
0
1648581 943/943 F 265,000.00 ZZ
180 263,411.77 1
142 BRENTWOOD DRIVE 7.625 2,475.45 69
7.375 2,475.45 385,000.00
SOUTH ORANGE NJ 07079 1 09/04/97 00
7090040851 05 11/01/97 0
7090040851 O 10/01/12
0
1648585 943/943 F 600,000.00 ZZ
180 598,147.82 1
1
1907 SABRINA TERRACE 7.250 5,477.18 70
7.000 5,477.18 860,000.00
CORONA DEL MAR CA 92625 1 10/07/97 00
7090041448 03 12/01/97 0
7090041448 O 11/01/12
0
1648586 943/943 F 250,200.00 ZZ
180 248,733.02 1
160 RIVERSIDE DR APT 6D 7.875 2,373.03 60
7.625 2,373.03 417,000.00
NEW YORK NY 10024 1 09/24/97 00
7090041744 12 11/01/97 0
7090041744 O 10/01/12
0
1648587 943/943 F 342,000.00 T
180 338,812.74 1
2000 BROADWAY UNIT 12F 7.250 3,122.00 60
7.000 3,122.00 570,000.00
NEW YORK NY 10023 1 08/08/97 00
7090041983 08 10/01/97 0
7090041983 O 09/01/12
0
1648588 943/943 F 420,000.00 ZZ
180 416,253.33 1
23102 N DOBSON ROAD 7.750 3,953.36 75
7.500 3,953.36 560,000.00
SCOTTSDALE AZ 85255 1 08/08/97 00
7090042086 05 10/01/97 0
7090042086 O 09/01/12
0
1648590 943/943 F 401,000.00 ZZ
180 397,263.88 1
2234 PINE STREET 7.250 3,660.59 66
7.000 3,660.59 612,000.00
BLOOMFIELD HILL MI 48301 5 08/12/97 00
7090042218 05 10/01/97 0
7090042218 O 09/01/12
0
1648592 943/943 F 313,000.00 T
180 309,328.52 1
2092 WEBSTER DRIVE 7.500 2,901.55 62
7.250 2,901.55 510,000.00
PARK CITY UT 84060 2 09/09/97 00
7090042596 05 11/01/97 0
1
7090042596 O 10/01/12
0
1648593 943/943 F 336,000.00 ZZ
180 334,008.21 1
9 WINDGATE DRIVE 7.750 3,162.69 80
7.500 3,162.69 420,000.00
NEW CITY NY 10956 2 09/17/97 00
7090042941 05 11/01/97 0
7090042941 O 10/01/12
0
1648596 943/943 F 249,000.00 ZZ
180 247,407.13 1
60 ESSEX DR 6.875 2,220.72 73
6.625 2,220.72 342,000.00
SOUTH BRUNSWICK NJ 08857 2 09/08/97 00
7090043051 05 11/01/97 0
7090043051 O 10/01/12
0
1648601 943/943 F 290,000.00 ZZ
180 288,223.58 1
671 GREEN MOUNTAIN DRIVE 7.375 2,667.78 73
7.125 2,667.78 400,000.00
EAGLE CO 81631 1 09/18/97 00
7090043619 05 11/01/97 0
7090043619 O 10/01/12
0
1648602 943/943 F 276,250.00 ZZ
180 274,539.29 1
17853 179TH TRAIL WEST 7.250 2,521.79 65
7.000 2,521.79 425,000.00
LAKEVILLE MN 55044 5 09/10/97 00
7090043864 05 11/01/97 0
7090043864 O 10/01/12
0
1648604 943/943 F 300,000.00 ZZ
180 298,182.26 1
1731 E CALLE DEL VASO 7.500 2,781.04 43
7.250 2,781.04 700,000.00
ORO VALLEY AZ 85737 5 09/26/97 00
7090044656 03 11/01/97 0
7090044656 O 10/01/12
0
1
1648607 943/943 F 248,000.00 ZZ
180 247,251.00 1
19243 CLOISTER LAKE LANE 7.500 2,299.00 80
7.250 2,299.00 310,000.00
BOCA RATON FL 33498 1 10/15/97 00
7090044804 03 12/01/97 0
7090044804 O 11/01/12
0
1648608 943/943 F 243,000.00 ZZ
180 237,877.32 1
14742 WESTERLY PLACE 7.625 2,269.94 55
7.375 2,269.94 443,000.00
CHESTERFIELD MO 63017 2 10/15/97 00
7090044844 03 12/01/97 0
7090044844 O 11/01/12
0
1648609 943/943 F 275,000.00 ZZ
180 272,353.66 1
8371 SOUTH SNOW BASIN DRIVE 6.875 2,452.60 69
6.625 2,452.60 400,000.00
SALT LAKE CITY UT 84093 1 08/26/97 00
7111117242 05 10/01/97 0
7111117242 O 09/01/12
0
1648610 943/943 F 238,500.00 ZZ
180 236,372.40 1
1 IRVING PLACE UNIT G21D 7.750 2,244.95 90
7.500 2,244.95 265,000.00
NEW YORK NY 10003 1 08/19/97 04
7111117791 08 10/01/97 25
7111117791 O 09/01/12
0
1648612 943/943 F 233,200.00 ZZ
180 228,720.69 1
553 PUGH ROAD 7.000 2,096.07 88
6.750 2,096.07 265,000.00
TREDYRFFRIN TOW PA 19087 1 08/22/97 12
7111119122 05 10/01/97 25
7111119122 O 09/01/12
0
1648614 943/943 F 319,000.00 ZZ
180 317,088.14 1
15 BLUFF POINT RD 7.625 2,979.88 54
7.375 2,979.88 600,000.00
1
NORTHPORT NY 11768 2 08/26/97 00
7111119138 05 11/01/97 0
7111119138 O 10/01/12
0
1648615 943/943 F 400,000.00 ZZ
180 395,988.79 1
23 PORTLAND PLACE 7.625 3,736.52 72
7.375 3,736.52 560,600.00
ST LOUIS MO 63108 1 08/21/97 00
7111119151 03 10/01/97 0
7111119151 O 09/01/12
0
1648616 943/943 F 296,000.00 ZZ
120 291,012.18 1
11411 STRAIT LANE 7.625 3,532.92 80
7.375 3,532.92 370,000.00
DALLAS TX 75229 2 08/18/97 00
7111119163 05 10/01/97 0
7111119163 O 09/01/07
0
1648618 943/943 F 320,850.00 ZZ
180 318,905.93 1
2120 BRIDGEPORT WAY 7.500 2,974.32 90
7.250 2,974.32 356,500.00
TORRANCE CA 90503 2 09/08/97 11
7111119420 07 11/01/97 12
7111119420 O 10/01/12
0
1648619 943/943 F 258,500.00 ZZ
120 256,735.55 1
3 GLORIA DRIVE 7.625 3,085.34 49
7.375 3,085.34 535,000.00
ALLENDALE NJ 07401 2 09/29/97 00
7111119618 05 12/01/97 0
7111119618 O 11/01/07
0
1648620 943/943 F 340,000.00 ZZ
180 336,657.32 1
713 NORTH EAGLE RIDGE DRIVE 6.625 2,985.18 80
6.375 2,985.18 425,000.00
BOUNTIFUL UT 84010 1 08/12/97 00
7111119748 05 10/01/97 0
7111119748 O 09/01/12
0
1
1648621 943/943 F 241,500.00 ZZ
180 239,274.18 1
52 INDIAN WATERS DRIVE 7.375 2,221.62 54
7.125 2,221.62 450,000.00
NEW CANAAN CT 06840 2 08/08/97 00
7111119773 05 10/01/97 0
7111119773 O 09/01/12
0
1648622 943/943 F 320,000.00 ZZ
180 316,986.20 1
155 OLD SANDHURST LANDING 7.125 2,898.66 77
6.875 2,898.66 416,000.00
ALPHARETTA GA 30202 2 08/08/97 00
7111119811 03 10/01/97 0
7111119811 O 09/01/12
0
1648623 943/943 F 285,000.00 ZZ
180 282,107.14 1
16 ALGONQUIAN DRIVE 6.250 2,443.66 66
6.000 2,443.66 435,000.00
NATICK MA 01760 1 08/21/97 00
7111119889 05 10/01/97 0
7111119889 O 09/01/12
0
1648624 943/943 F 350,000.00 ZZ
180 346,774.16 1
3346 LAKEWOOD AVENUE SOUTH 7.375 3,219.74 44
7.125 3,219.74 800,000.00
SEATTLE WA 98144 5 08/07/97 00
7111119969 05 10/01/97 0
7111119969 O 09/01/12
0
1648625 943/943 F 300,000.00 ZZ
180 297,235.02 1
5125 SOUTH DORCHESTER AVENUE 7.375 2,759.77 71
7.125 2,759.77 425,000.00
CHICAGO IL 60615 5 08/15/97 00
7111120050 07 10/01/97 0
7111120050 O 09/01/12
0
1648626 943/943 F 330,000.00 ZZ
180 327,978.56 1
1
3907 HANOVER STREET 7.375 3,035.75 48
7.125 3,035.75 690,000.00
DALLAS TX 75225 2 09/09/97 00
7111120064 05 11/01/97 0
7111120064 O 10/01/12
0
1648627 943/943 F 276,000.00 ZZ
180 272,895.20 1
69 WILSON PLACE 7.375 2,538.99 54
7.125 2,538.99 515,000.00
CLOSTER NJ 07624 2 09/04/97 00
7111120145 05 11/01/97 0
7111120145 O 10/01/12
0
1648628 943/943 F 220,000.00 ZZ
180 217,972.31 1
443 MARLBOROUGH RD 7.375 2,023.84 58
7.125 2,023.84 385,000.00
CEDARHURST NY 11516 2 08/28/97 00
7111120224 05 10/01/97 0
7111120224 O 09/01/12
0
1648629 943/943 F 500,000.00 ZZ
180 498,456.51 1
188 EAST 70TH STREET UNIT 29B 7.250 4,564.32 50
7.000 4,564.32 1,000,000.00
NEW YORK NY 10021 1 10/15/97 00
7111120364 08 12/01/97 0
7111120364 O 11/01/12
0
1648631 943/943 F 328,900.00 ZZ
180 325,754.81 1
1165 ROXBORO PT 7.500 3,048.95 74
7.250 3,048.95 449,000.00
ATLANTA GA 30324 2 08/21/97 00
7111120562 05 10/01/97 0
7111120562 O 09/01/12
0
1648635 943/943 F 262,000.00 ZZ
180 259,505.68 1
800 PARKDALE DRIVE 7.000 2,354.94 72
6.750 2,354.94 367,000.00
SOUTHLAKE TX 76092 1 08/11/97 00
7111120920 03 10/01/97 0
1
7111120920 O 09/01/12
0
1648636 943/943 F 418,050.00 ZZ
180 415,516.97 1
5503 MIRAMAR LANE 7.500 3,875.38 50
7.250 3,875.38 850,000.00
COLLEYVILLE TX 76034 2 09/16/97 00
7111120963 03 11/01/97 0
7111120963 O 10/01/12
0
1648637 943/943 F 248,500.00 T
180 246,234.38 1
25150 N WINDY WALK DRIVE NO 32 7.500 2,303.63 79
7.250 2,303.63 315,000.00
SCOTTSDALE AZ 85255 2 08/18/97 00
7111121052 03 10/01/97 0
7111121052 O 09/01/12
0
1648641 943/943 F 265,000.00 ZZ
180 264,199.66 1
4 CONCORD ROAD 7.500 2,456.59 73
7.250 2,456.59 368,000.00
WHIPPANY NJ 07981 2 10/01/97 00
7111121623 05 12/01/97 0
7111121623 O 11/01/12
0
1648642 943/943 F 252,000.00 ZZ
180 250,473.08 1
605 CEDAR LANE 7.500 2,336.08 60
7.250 2,336.08 427,000.00
VIRGINIA BEACH VA 23452 2 09/23/97 00
7111121744 05 11/01/97 0
7111121744 O 10/01/12
0
1648643 943/943 F 280,000.00 ZZ
180 278,303.43 1
1036 PARK AVENUE APT 7A & 7D 7.500 2,595.64 45
7.250 2,595.64 625,000.00
NEW YORK NY 10028 2 09/26/97 00
7111121790 12 11/01/97 0
7111121790 O 10/01/12
0
1
1648645 943/943 F 360,000.00 ZZ
180 357,746.33 1
2700 15TH AVENUE 7.125 3,261.00 80
6.875 3,261.00 450,000.00
SAN FRANCISCO CA 94127 2 09/15/97 00
7111122030 05 11/01/97 0
7111122030 O 10/01/12
0
1648646 943/943 F 307,000.00 ZZ
180 305,067.62 1
3851 GOLDENROD STREET 7.375 2,824.17 69
7.125 2,824.17 450,000.00
SEAL BEACH CA 90740 2 09/23/97 00
7111122073 05 11/01/97 0
7111122073 O 10/01/12
0
1648649 943/943 F 240,000.00 ZZ
180 239,306.43 1
9604 HAWKSBILL COURT 8.000 2,293.57 71
7.750 2,293.57 340,000.00
LAS VEGAS NV 89117 2 10/07/97 00
7111122199 03 12/01/97 0
7111122199 O 11/01/12
0
1648650 943/943 F 330,000.00 ZZ
180 328,936.04 1
23 NORRIS STREET 6.750 2,920.21 57
6.500 2,920.21 585,000.00
CAMBRIDGE MA 02140 5 10/02/97 00
7111122300 05 12/01/97 0
7111122300 O 11/01/12
0
1648652 943/943 F 225,000.00 ZZ
180 222,320.47 1
683 FRIAR DRIVE 7.500 2,085.78 77
7.250 2,085.78 293,000.00
YARDLEY PA 19067 2 10/06/97 00
7111122365 05 12/01/97 0
7111122365 O 11/01/12
0
1648653 943/943 F 400,000.00 ZZ
180 397,576.35 1
1414 SW 3RD AVENUE UNIT 2402 7.500 3,708.05 65
7.250 3,708.05 620,000.00
1
PORTLAND OR 97201 1 09/05/97 00
7111122857 08 11/01/97 0
7111122857 O 10/01/12
0
1648654 943/943 F 259,500.00 ZZ
180 257,821.97 1
20 OCEAN CREST COURT 6.750 2,296.35 73
6.500 2,296.35 356,000.00
RANCHO PALO S V CA 90275 1 09/25/97 00
7111123045 03 11/01/97 0
7111123045 O 10/01/12
0
1648655 943/943 F 892,500.00 ZZ
180 889,653.48 1
10 LIVERMOORE STREET 6.875 7,959.80 70
6.625 7,959.80 1,275,000.00
WELLESLEY MA 02181 1 10/14/97 00
7111123362 05 12/01/97 0
7111123362 O 11/01/12
0
1648656 943/943 F 318,000.00 ZZ
180 316,963.60 1
8261 WALNUT CREEK LANE 6.625 2,792.03 80
6.375 2,792.03 398,000.00
CLARENCE NY 14051 1 10/16/97 00
7111123524 05 12/01/97 0
7111123524 O 11/01/12
0
1648657 943/943 F 404,000.00 ZZ
180 401,552.11 1
231 DOGWOOD LN 7.500 3,745.13 71
7.250 3,745.13 575,000.00
MANHASSET NY 11030 2 09/19/97 00
7111123526 05 11/01/97 0
7111123526 O 10/01/12
0
1648658 943/943 F 405,000.00 ZZ
180 403,790.21 1
113 WARWICK ROAD 7.625 3,783.23 68
7.375 3,783.23 600,000.00
BRONXVILLE NY 10708 2 10/08/97 00
7111124356 05 12/01/97 0
7111124356 O 11/01/12
0
1
1648661 943/943 F 340,000.00 ZZ
180 337,871.54 1
420 W ROSLYN PLACE 7.125 3,079.83 38
6.875 3,079.83 895,000.00
CHICAGO IL 60614 2 09/08/97 00
7502400400 05 11/01/97 0
7502400400 O 10/01/12
0
1648662 943/943 F 215,000.00 ZZ
180 212,996.84 1
1445 MALLARD LANE 7.250 1,962.66 69
7.000 1,962.66 314,275.00
HOFFMAN ESTATES IL 60192 1 08/11/97 00
7502800409 05 10/01/97 0
7502800409 O 09/01/12
0
1648663 943/943 F 240,000.00 ZZ
180 238,144.56 1
101 WOODLAND DRIVE 7.500 2,224.83 46
7.250 2,224.83 533,000.00
OAK BROOK IL 60523 2 09/04/97 00
7502800435 05 11/01/97 0
7502800435 O 10/01/12
0
1648664 943/943 F 480,000.00 ZZ
180 475,718.07 1
94 CASTLE RIDGE ROAD 7.750 4,518.13 50
7.500 4,518.13 975,000.00
MANHASSET NY 11030 1 08/11/97 00
7507300514 05 10/01/97 0
7507300514 O 09/01/12
0
1648667 943/943 F 250,000.00 T
180 247,501.02 1
1 WHIPPORWILL ROAD 7.625 2,335.33 55
7.375 2,335.33 455,000.00
EAST QUOGUE NY 11942 1 09/25/97 00
7510600766 05 11/01/97 0
7510600766 O 10/01/12
0
1648669 943/943 F 320,625.00 ZZ
180 316,620.34 1
1
1135 HARDSCRABBLE ROAD 7.500 2,972.24 75
7.250 2,972.24 427,500.00
CHAPPAQUA NY 10514 5 09/09/97 00
7511000718 05 11/01/97 0
7511000718 O 10/01/12
0
1648670 943/943 F 286,000.00 ZZ
180 283,364.02 1
17 NORTH LAKE CIRCLE 7.375 2,630.99 80
7.125 2,630.99 357,500.00
SOUTH SALEM NY 10590 1 08/28/97 00
7511200719 05 10/01/97 0
7511200719 O 09/01/12
0
1648673 943/943 F 418,000.00 ZZ
180 415,326.02 1
229 ROSEMONT AVE 6.875 3,727.96 70
6.625 3,727.96 600,000.00
MILL VALLEY CA 94941 2 09/17/97 00
7532600378 05 11/01/97 0
7532600378 O 10/01/12
0
1648676 943/943 F 352,500.00 ZZ
180 350,364.16 1
1906 GREY EAGLE STREET 7.500 3,267.72 79
7.250 3,267.72 450,000.00
HENDERSON NV 89014 2 09/12/97 00
7542100425 03 11/01/97 0
7542100425 O 10/01/12
0
1648677 943/943 F 376,700.00 ZZ
180 374,290.23 1
670 FLINTLOCK ROAD 6.875 3,359.62 66
6.625 3,359.62 575,000.00
FAIRFIELD CT 06430 2 09/19/97 00
7542200481 05 11/01/97 0
7542200481 O 10/01/12
0
1648679 943/943 F 480,000.00 ZZ
180 477,091.60 1
30 NASER ROAD 7.500 4,449.66 52
7.250 4,449.66 925,000.00
LITCHFIELD CT 06759 2 09/19/97 00
7542700451 05 11/01/97 0
1
7542700451 O 10/01/12
0
1648680 943/943 F 300,000.00 ZZ
180 298,853.51 1
8 DIBBLE STREET 7.000 2,696.49 59
6.750 2,696.49 510,000.00
NORWALK CT 06853 5 10/01/97 00
7542800360 05 12/01/97 0
7542800360 O 11/01/12
0
1648682 943/943 F 336,000.00 ZZ
180 333,941.79 1
6457 NW 72ND WAY 7.375 3,090.95 80
7.125 3,090.95 420,000.00
PARKLAND FL 33067 1 09/26/97 00
7545800483 05 11/01/97 0
7545800483 O 10/01/12
0
1648683 943/943 F 250,000.00 ZZ
180 248,417.90 1
3388 LUBICH DRIVE 7.000 2,247.08 52
6.750 2,247.08 490,000.00
MOUNTAIN VIEW CA 94040 5 09/26/97 00
7550200351 05 11/01/97 0
7550200351 O 10/01/12
0
1648684 943/943 F 345,000.00 ZZ
180 340,805.06 1
3601 VIREO AVENUE 7.000 3,100.96 75
6.750 3,100.96 460,000.00
SANTA CLARA CA 95051 5 09/24/97 00
7550200353 05 11/01/97 0
7550200353 O 10/01/12
0
1648686 943/943 F 234,000.00 ZZ
180 231,843.29 1
1638 CENTRAL AVENUE 7.375 2,152.63 65
7.125 2,152.63 360,000.00
WILMETTE IL 60091 2 08/08/97 00
7555100560 05 10/01/97 0
7555100560 O 09/01/12
0
1
1648691 943/943 F 246,000.00 ZZ
180 244,422.36 1
3013 WINDY KNOLL COURT 7.500 2,280.46 75
7.250 2,280.46 328,000.00
ROCKVILLE MD 20850 5 09/22/97 00
7560500322 05 11/01/97 0
7560500322 O 10/01/12
0
1648692 943/943 F 295,000.00 ZZ
180 294,069.28 1
825 GARLAND DRIVE 7.000 2,651.55 43
6.750 2,651.55 690,000.00
PALO ALTO CA 94303 2 10/01/97 00
7561300274 05 12/01/97 0
7561300274 O 11/01/12
0
1648694 943/943 F 307,250.00 ZZ
180 303,774.88 1
3228 PINOT BLANC WAY 6.750 2,718.89 69
6.500 2,718.89 450,000.00
SAN JOSE CA 95135 2 08/25/97 00
7561300280 05 10/01/97 0
7561300280 O 09/01/12
0
1648695 943/943 F 260,000.00 ZZ
180 259,231.85 1
14717 LANCRAFT COURT 7.750 2,447.32 43
7.500 2,447.32 612,500.00
DARNESTOWN MD 20874 5 09/30/97 00
7562700375 05 12/01/97 0
7562700375 O 11/01/12
0
1648696 943/943 F 250,000.00 ZZ
180 245,805.25 1
1420 WEST HOOD AVENUE 7.625 2,335.33 76
7.375 2,335.33 330,000.00
CHICAGO IL 60660 5 07/17/97 00
7563300214 05 09/01/97 0
7563300214 O 08/01/12
0
1648697 943/943 F 695,900.00 ZZ
180 689,416.32 1
4765 SW 80TH STREET 7.250 6,352.62 74
7.000 6,352.62 950,000.00
1
MIAMI FL 33143 2 08/15/97 00
7563900329 05 10/01/97 0
7563900329 O 09/01/12
0
1648698 943/943 F 525,000.00 ZZ
180 520,055.46 1
3304 MONTANA AVENUE 7.125 4,755.62 59
6.875 4,755.62 900,000.00
SANTA MONICA CA 90403 2 08/08/97 00
7564500217 05 10/01/97 0
7564500217 O 09/01/12
0
1648700 943/943 F 308,000.00 T
180 307,028.27 1
1 MILBANK AVENUE UNIT 3B 7.000 2,768.40 80
6.750 2,768.40 385,000.00
GREENWICH CT 06831 1 10/17/97 00
7565200214 01 12/01/97 0
7565200214 O 11/01/12
0
1648703 943/943 F 300,000.00 ZZ
180 298,162.33 1
99 OLD MILL ROAD 7.375 2,759.77 77
7.125 2,759.77 392,000.00
BRIGHTON NY 14618 1 09/10/97 00
7569400130 05 11/01/97 0
7569400130 O 10/01/12
0
1648704 943/943 F 300,000.00 ZZ
180 299,032.77 1
3 STRATTON ROAD 6.750 2,654.73 20
6.500 2,654.73 1,500,000.00
PURCHASE NY 10577 5 10/06/97 00
7570400292 03 12/01/97 0
7570400292 O 11/01/12
0
1648706 943/943 F 613,000.00 ZZ
180 609,285.75 1
43 STONEYSIDE DRIVE 7.500 5,682.59 80
7.250 5,682.59 775,000.00
LARCHMONT NY 10538 2 09/18/97 00
7571700112 05 11/01/97 0
7571700112 O 10/01/12
0
1
1648707 943/943 F 400,000.00 ZZ
180 397,576.35 1
19 GREENBRIAR CIRCLE 7.500 3,708.05 64
7.250 3,708.05 630,000.00
ARMONK NY 10504 1 09/30/97 00
7571700128 03 11/01/97 0
7571700128 O 10/01/12
0
1649299 286/286 F 300,000.00 ZZ
180 299,093.96 1
8 SHADY HILL RD 7.500 2,781.04 60
7.250 2,781.04 500,000.00
WESTON MA 02193 1 10/23/97 00
950382 05 12/01/97 0
950382 O 11/01/12
0
1649644 H34/G01 F 84,000.00 ZZ
180 84,000.00 1
1813 CLARK STREET 7.000 755.02 80
6.750 755.02 105,000.00
BENTONVILLE AR 72712 5 11/07/97 00
0430480079 05 01/01/98 0
234157 O 12/01/12
0
1649669 F86/G01 F 398,000.00 ZZ
180 398,000.00 1
8 ROLLESTON ROAD 7.250 3,633.20 55
7.000 3,633.20 735,000.00
MARBLEHEAD MA 01945 2 11/17/97 00
0430503631 05 01/01/98 0
972741020060 O 12/01/12
0
1649796 K08/G01 F 165,000.00 ZZ
180 164,528.43 1
4885 HOMESTEAD 8.125 1,588.76 55
7.875 1,588.76 303,000.00
STERLING HEIGHT MI 48314 2 10/17/97 00
0410577704 05 12/01/97 0
410577704 O 11/01/12
0
1650468 956/G01 F 277,000.00 ZZ
180 276,154.21 1
1
930 EDGECLIFF WAY 7.375 2,548.19 58
7.125 2,548.19 480,000.00
REDWOOD CITY CA 94062 2 10/07/97 00
0430505677 05 12/01/97 0
7709303 O 11/01/12
0
1650650 491/491 F 305,000.00 ZZ
180 303,211.71 1
6446 EAST TRAIL RIDGE CIRCLE 7.875 2,892.78 61
#67 7.625 2,892.78 500,000.00
MESA AZ 85215 2 09/08/97 00
61274232 03 11/01/97 0
61274232 O 10/01/12
0
1650651 491/491 F 330,000.00 ZZ
180 328,947.51 1
28 KITTREDGE TERRACE 6.875 2,943.12 55
6.625 2,943.12 600,000.00
SAN FRANCISCO CA 94118 2 09/25/97 00
61416363 05 12/01/97 0
61416363 O 11/01/12
0
1650653 491/491 F 361,000.00 ZZ
180 358,812.65 1
616 VIA LINDA COURT 7.500 3,346.52 80
7.250 3,346.52 451,752.00
LAS VEGAS NV 89134 1 09/09/97 00
61558176 03 11/01/97 0
61558176 O 10/01/12
0
1650654 491/491 F 325,000.00 ZZ
180 323,052.18 1
2555 MANZANITA LANE 7.625 3,035.93 60
7.375 3,035.93 550,000.00
RENO NV 89509 1 09/25/97 00
61564621 05 11/01/97 0
61564621 O 10/01/12
0
1650655 491/491 F 495,000.00 ZZ
180 492,065.66 1
418 MAONO LOOP 7.750 4,659.32 71
7.500 4,659.32 700,000.00
HONOLULU HI 96821 2 09/17/97 00
62293745 03 11/01/97 0
1
62293745 O 10/01/12
0
1650658 491/491 F 245,250.00 ZZ
180 244,509.31 1
2205 BRIDGE VIEW LANE 7.500 2,273.50 88
7.250 2,273.50 280,000.00
PLANO TX 75093 1 10/09/97 11
62438565 03 12/01/97 12
62438565 O 11/01/12
0
1650659 491/491 F 288,000.00 ZZ
180 286,235.84 1
5389 AVENUE 408 7.375 2,649.38 58
7.125 2,649.38 500,000.00
REEDLEY CA 93654 2 08/27/97 00
62625594 05 11/01/97 0
62625594 O 10/01/12
0
1650662 491/491 F 247,000.00 ZZ
180 245,486.97 1
1951 O'FARRELL STREET #406 7.375 2,272.22 80
7.125 2,272.22 308,767.00
SAN MATEO CA 94403 1 09/16/97 00
62721577 08 11/01/97 0
62721577 O 10/01/12
0
1650663 491/491 F 242,000.00 ZZ
180 240,533.67 1
7211 36TH AVE SW 7.500 2,243.38 66
7.250 2,243.38 372,000.00
SEATTLE WA 98126 1 09/05/97 00
62842641 05 11/01/97 0
62842641 O 10/01/12
0
1650664 491/491 F 247,500.00 ZZ
180 245,983.90 1
8229 FREDERICK PLACE 7.375 2,276.82 75
7.125 2,276.82 330,000.00
EDMONDS WA 98026 2 09/02/97 00
62845675 05 11/01/97 0
62845675 O 10/01/12
0
1
1650665 491/491 F 232,000.00 T
180 231,322.09 1
1010 145TH PL 7.875 2,200.41 80
7.625 2,200.41 290,000.00
LONG BEACH WA 98631 1 09/29/97 00
6284699 05 12/01/97 0
6284699 O 11/01/12
0
1650670 491/491 F 350,000.00 ZZ
180 347,925.22 1
9963 EAST GRAYTHORN DRIVE 7.750 3,294.47 79
7.500 3,294.47 445,000.00
SCOTTSDALE AZ 85262 1 09/22/97 00
62928031 09 11/01/97 0
62928031 O 10/01/12
0
1650671 491/491 F 239,900.00 ZZ
180 239,151.32 1
10148 QUARRY HILL PLACE 7.125 2,173.09 71
6.875 2,173.09 339,900.00
PARKER CO 80134 1 10/17/97 00
62950274 03 12/01/97 0
62950274 O 11/01/12
0
1650672 491/491 F 245,000.00 ZZ
180 244,235.40 1
4545 49TH AVENUE NE 7.125 2,219.29 74
6.875 2,219.29 335,000.00
SEATTLE WA 98105 2 10/10/97 00
62951769 05 12/01/97 0
62951769 O 11/01/12
0
1650675 491/491 F 395,000.00 ZZ
180 392,500.31 1
1579 DOMINION AVENUE 7.000 3,550.38 74
6.750 3,550.38 540,000.00
SUNNYVALE CA 94087 2 09/22/97 00
63017423 05 11/01/97 0
63017423 O 10/01/12
0
1650678 491/491 F 242,000.00 ZZ
180 240,468.54 1
2439 GREENWICH STREET 7.000 2,175.17 54
6.750 2,175.17 450,000.00
1
SAN FRANCISCO CA 94123 2 09/08/97 00
63027186 01 11/01/97 0
63027186 O 10/01/12
0
1650679 491/491 F 445,000.00 ZZ
180 442,244.30 1
421 PARROTT DRIVE 7.250 4,062.24 61
7.000 4,062.24 740,000.00
SAN MATEO CA 94402 5 09/10/97 00
63028581 05 11/01/97 0
63028581 O 10/01/12
0
1650680 491/491 F 460,000.00 ZZ
180 458,548.71 1
47 MC NEILL AVENUE 7.000 4,134.62 70
6.750 4,134.62 660,000.00
ENCINITAS CA 92024 2 09/26/97 00
63029685 05 12/01/97 0
63029685 O 11/01/12
0
1650681 491/491 F 260,000.00 ZZ
180 258,389.91 1
1232 NOTTING HILL DRIVE 7.250 2,373.45 80
7.000 2,373.45 325,000.00
SAN JOSE CA 95131 2 09/05/97 00
63034859 05 11/01/97 0
63034859 O 10/01/12
0
1650682 491/491 F 248,000.00 ZZ
180 246,480.86 1
855 E PORTSMOUTH 7.375 2,281.41 75
7.125 2,281.41 331,000.00
FRESNO CA 93720 2 09/16/97 00
63035774 03 11/01/97 0
63035774 O 10/01/12
0
1650685 491/491 F 565,000.00 ZZ
180 561,463.01 1
15514 AQUA VERDE DRIVE 7.125 5,117.95 67
6.875 5,117.95 850,000.00
LOS ANGELES CA 90077 2 09/24/97 00
63061538 05 11/01/97 0
63061538 O 10/01/12
0
1
1650693 491/491 F 300,000.00 ZZ
180 299,083.98 1
2720 SANDERLING WAY 7.375 2,759.77 75
7.125 2,759.77 400,000.00
PLEASANTON CA 94566 5 09/30/97 00
63097028 05 12/01/97 0
63097028 O 11/01/12
0
1650695 491/491 F 290,000.00 ZZ
180 289,114.51 1
651 RHODES DRIVE 7.375 2,667.78 51
7.125 2,667.78 573,000.00
PALO ALTO CA 94303 2 10/07/97 00
63103141 05 12/01/97 0
63103141 O 11/01/12
0
1650699 491/491 F 460,000.00 ZZ
180 458,580.00 1
3975 LITTLE CREEK COURT 7.250 4,199.17 79
7.000 4,199.17 585,000.00
ROSEVILLE CA 95661 2 10/01/97 00
63105985 03 12/01/97 0
63105985 O 11/01/12
0
1650702 491/491 F 230,000.00 ZZ
180 228,141.10 1
798 MARSOPA DRIVE 7.125 2,083.42 80
6.875 2,083.42 288,000.00
VISTA CA 92083 2 09/30/97 00
63112345 05 11/01/97 0
63112345 O 10/01/12
0
1650712 491/491 F 234,200.00 ZZ
180 232,765.37 1
580 7TH STREET 7.375 2,154.47 79
7.125 2,154.47 299,000.00
LAKE OSWEGO OR 97034 1 09/22/97 00
63175819 05 11/01/97 0
63175819 O 10/01/12
0
1650713 491/491 F 372,000.00 ZZ
180 369,794.80 1
1
301 WEST PARK VIEW COURT 7.750 3,501.55 75
7.500 3,501.55 500,000.00
VISALIA CA 93277 5 09/18/97 00
63186471 05 11/01/97 0
63186471 O 10/01/12
0
1650715 491/491 F 237,450.00 ZZ
180 235,692.68 1
10443 LA CANADA WAY 6.875 2,117.71 58
6.625 2,117.71 410,000.00
LOS ANGELES CA 91040 2 10/08/97 00
63189232 05 12/01/97 0
63189232 O 11/01/12
0
1650717 491/491 F 300,000.00 ZZ
180 298,162.33 1
1805 KENSINGTON DRIVE 7.375 2,759.77 79
7.125 2,759.77 380,000.00
MCKINNEY TX 75070 1 09/19/97 00
631981 05 11/01/97 0
631981 O 10/01/12
0
1650718 491/491 F 224,000.00 ZZ
180 222,627.87 1
3437 FORBES AVENUE 7.375 2,060.63 70
7.125 2,060.63 320,000.00
SANTA CLARA CA 95051 2 09/19/97 00
63200384 05 11/01/97 0
63200384 O 10/01/12
0
1650720 491/491 F 320,000.00 ZZ
180 318,123.78 1
1418 HIGHLAND CIRCLE 7.875 3,035.04 75
7.625 3,035.04 430,000.00
HEALDSBURG CA 95448 5 09/23/97 00
63201232 05 11/01/97 0
63201232 O 10/01/12
0
1650722 491/491 F 300,000.00 ZZ
180 297,176.01 1
6502 FRAMPTON CIRCLE 7.500 2,781.04 46
7.250 2,781.04 657,000.00
HUNTINGTON BEAC CA 92648 1 09/25/97 00
63222132 03 11/01/97 0
1
63222132 O 10/01/12
0
1650725 491/491 F 400,000.00 ZZ
180 398,765.21 1
19521 PENINSULA LANE 7.250 3,651.46 58
7.000 3,651.46 692,000.00
HUNTINGTON BEAC CA 92648 1 10/10/97 00
63224658 03 12/01/97 0
63224658 O 11/01/12
0
1650726 491/491 F 290,000.00 ZZ
180 289,094.96 1
5952 SIERRA SIENA ROAD 7.125 2,626.92 77
6.875 2,626.92 380,000.00
IRVINE CA 92612 2 10/16/97 00
6322884 03 12/01/97 0
6322884 O 11/01/12
0
1650727 491/491 F 250,000.00 ZZ
180 248,414.97 1
45 BISHOP LANE 7.000 2,247.08 61
6.750 2,247.08 410,000.00
WALNUT CREEK CA 94596 5 09/24/97 00
63232766 05 11/01/97 0
63232766 O 10/01/12
0
1650737 491/491 F 365,000.00 ZZ
180 363,835.88 1
221 SKY OAKS DRIVE 6.875 3,255.27 64
6.625 3,255.27 575,000.00
PARADISE CA 95969 2 10/06/97 00
6325705 05 12/01/97 0
6325705 O 11/01/12
0
1650739 491/491 F 393,000.00 ZZ
180 391,786.82 1
1 HACIENDA DRIVE 7.250 3,587.56 64
7.000 3,587.56 615,000.00
TIBURON CA 94920 2 10/10/97 00
63265346 05 12/01/97 0
63265346 O 11/01/12
0
1
1650742 491/491 F 255,000.00 ZZ
180 253,141.69 1
3419 POTOMAC AVENUE 6.875 2,274.23 41
6.625 2,274.23 625,000.00
DALLAS TX 75205 2 09/19/97 00
63272474 05 11/01/97 0
63272474 O 10/01/12
0
1650743 491/491 F 310,000.00 ZZ
180 308,121.67 1
63719 JOHNSON ROAD 7.500 2,873.74 66
7.250 2,873.74 470,000.00
BEND OR 97701 2 09/16/97 00
63273217 05 11/01/97 0
63273217 O 10/01/12
0
1650744 491/491 F 300,000.00 ZZ
180 298,202.03 1
13235 NW JAMES ARTHUR COURT 7.625 2,802.39 75
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PORTLAND OR 97229 5 09/18/97 00
63273292 03 11/01/97 0
63273292 O 10/01/12
0
1650748 491/491 F 250,000.00 ZZ
180 249,236.65 1
3860 SERENITY HILLS DRIVE 7.375 2,299.81 68
7.125 2,299.81 370,000.00
VACAVILLE CA 95688 1 10/14/97 00
63351102 05 12/01/97 0
63351102 O 11/01/12
0
1650749 491/491 F 543,200.00 ZZ
180 541,504.77 1
48855 CROWN RIDGE COMMON 7.125 4,920.48 68
6.875 4,920.48 800,000.00
FREMONT CA 94539 1 10/01/97 00
63398044 03 12/01/97 0
63398044 O 11/01/12
0
1650751 491/491 F 272,000.00 ZZ
180 271,160.34 1
1271 SPRUCE STREET 7.250 2,482.99 80
7.000 2,482.99 340,000.00
1
BERKELEY CA 94709 2 10/16/97 00
63406071 05 12/01/97 0
63406071 O 11/01/12
0
1650769 429/429 F 278,000.00 ZZ
180 277,196.61 1
18 NICOLE LOOP 8.000 2,656.72 90
7.750 2,656.72 309,600.00
STATEN ISLAND NY 10301 1 10/15/97 21
21827133 05 12/01/97 12
21827133 O 11/01/12
0
1650770 429/429 F 480,000.00 ZZ
180 477,091.62 1
34 CALAIS ROAD 7.500 4,449.66 71
7.250 4,449.66 685,000.00
MENDHAM NJ 07945 2 09/18/97 00
62432486 05 11/01/97 0
62432486 O 10/01/12
0
1650772 429/429 F 400,000.00 ZZ
180 398,765.21 1
505 OLD WESTBURY ROAD 7.250 3,651.46 53
7.000 3,651.46 765,000.00
ROSLYN HEIGHTS NY 11577 1 10/08/97 00
62649256 05 12/01/97 0
62649256 O 11/01/12
0
1650773 429/429 F 350,000.00 T
180 348,919.55 1
4798 FOURTH AVENUE 7.250 3,195.03 71
7.000 3,195.03 495,000.00
AVALON NJ 08202 1 10/17/97 00
62669052 05 12/01/97 0
62669052 O 11/01/12
0
1650774 429/429 F 261,000.00 ZZ
180 259,418.55 1
90 WINDSOR AVENUE 7.500 2,419.51 90
7.250 2,419.51 290,000.00
ROCKVILLE CENTR NY 11570 1 09/22/97 14
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62774883 O 10/01/12
0
1
1650775 429/429 F 300,000.00 ZZ
180 299,032.77 1
77 DOGLEG LANE 6.750 2,654.73 56
6.500 2,654.73 540,000.00
ROSLYN HEIGHTS NY 11577 1 10/09/97 00
62777301 05 12/01/97 0
62777301 O 11/01/12
0
1650776 429/429 F 400,000.00 ZZ
180 398,778.63 1
35 POST DRIVE 7.375 3,679.70 50
7.125 3,679.70 800,000.00
ROSLYN HARBOR NY 11576 1 10/17/97 00
62777831 05 12/01/97 0
62777831 O 11/01/12
0
1650777 429/429 F 230,000.00 ZZ
180 228,574.75 1
9 OLDE VILLAGE ROAD 7.500 2,132.13 58
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SALEM NH 03079 2 09/12/97 00
62778897 05 11/01/97 0
62778897 O 10/01/12
0
1650778 429/429 F 400,000.00 R
180 397,602.70 1
7303 BANNOCKBURN RIDGE COURT 7.625 3,736.52 79
7.375 3,736.52 508,943.00
BETHESDA MD 20817 1 09/19/97 00
62856995 07 11/01/97 0
62856995 O 10/01/12
0
1650779 429/429 F 468,000.00 ZZ
180 465,225.71 1
20 ROWES WHARF UNIT TH 02 7.750 4,405.18 62
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BOSTON MA 02110 5 09/16/97 00
62863797 08 11/01/97 0
62863797 O 10/01/12
0
1650780 429/429 F 300,000.00 ZZ
180 299,093.96 1
1
3 REVERE COURT 7.500 2,781.04 72
7.250 2,781.04 421,500.00
RANDOLPH NJ 07869 1 10/14/97 00
62915843 05 12/01/97 0
62915843 O 11/01/12
0
1650782 429/429 F 227,000.00 ZZ
180 225,563.46 1
101 FAIRVIEW TERRACE 7.000 2,040.35 78
6.750 2,040.35 292,000.00
GLASTONBURY CT 06033 1 09/25/97 00
62985248 05 11/01/97 0
62985248 O 10/01/12
0
1650783 429/429 F 380,000.00 ZZ
180 378,814.09 1
9408 SPRUCE TREE CIRCLE 7.125 3,442.16 74
6.875 3,442.16 520,000.00
BETHESDA MD 20814 1 10/14/97 00
62998277 03 12/01/97 0
62998277 O 11/01/12
0
1650784 429/429 F 295,000.00 ZZ
180 290,535.28 1
815 RIDGEWOOD COURT 7.375 2,713.78 88
7.125 2,713.78 339,000.00
SARTELL MN 56377 2 09/09/97 11
63026589 05 11/01/97 12
63026589 O 10/01/12
0
1650786 429/429 F 232,500.00 ZZ
180 231,091.25 1
3815 MONSERATE TERRACE 7.500 2,155.31 75
7.250 2,155.31 310,000.00
FALLBROOK CA 92028 5 09/09/97 00
63049091 05 11/01/97 0
63049091 O 10/01/12
0
1650789 429/429 F 285,000.00 ZZ
180 282,229.08 1
119 CROW PLACE 7.250 2,601.66 80
7.000 2,601.66 356,500.00
CLAYTON CA 94517 2 09/10/97 00
63051389 05 11/01/97 0
1
63051389 O 10/01/12
0
1650791 429/429 F 230,000.00 ZZ
180 228,560.00 1
12965 CHEROKEE ROAD 7.125 2,083.42 85
6.875 2,083.42 273,000.00
ETIWANDA CA 91739 2 09/09/97 11
63051753 05 11/01/97 6
63051753 O 10/01/12
0
1650792 429/429 F 222,000.00 ZZ
180 219,962.65 1
711 NICHOLS ROAD 7.125 2,010.95 78
6.875 2,010.95 285,000.00
ARLINGTON HEIGH IL 60004 2 09/10/97 00
63051915 05 11/01/97 0
63051915 O 10/01/12
0
1650793 429/429 F 370,000.00 ZZ
180 367,686.20 1
2867 TURNBULL CYN ROAD 7.250 3,377.60 80
7.000 3,377.60 465,000.00
HACIENDA HTS CA 91745 2 09/10/97 00
63052628 05 11/01/97 0
63052628 O 10/01/12
0
1650794 429/429 F 252,000.00 ZZ
180 250,439.46 1
123 VIA CONCHA 7.250 2,300.42 33
7.000 2,300.42 780,000.00
APTOS CA 95003 2 09/22/97 00
63052679 03 11/01/97 0
63052679 O 10/01/12
0
1650795 429/429 F 294,000.00 ZZ
180 292,295.10 1
101 LIMEKILN DRIVE 8.000 2,809.62 62
7.750 2,809.62 480,000.00
NEENAH WI 54956 2 09/24/97 00
63073889 05 11/01/97 0
63073889 O 10/01/12
0
1
1650796 429/429 F 224,000.00 ZZ
180 222,548.89 1
31695 WEST HORSELAKE DR 7.375 2,060.63 54
7.125 2,060.63 415,000.00
SIOUX CITY IA 51108 2 09/05/97 00
63075512 05 11/01/97 0
63075512 O 10/01/12
0
1650797 429/429 F 251,200.00 ZZ
180 249,610.32 1
38 BASSETT LANE 7.000 2,257.86 80
6.750 2,257.86 314,000.00
NEWFIELDS NH 03856 2 09/15/97 00
6313151 05 11/01/97 0
6313151 O 10/01/12
0
1650802 429/429 F 334,000.00 ZZ
180 331,886.34 1
5435 AVENIDA DEL TREN 7.000 3,002.09 80
6.750 3,002.09 420,000.00
YORBA LINDA CA 92687 2 09/16/97 00
63177897 05 11/01/97 0
63177897 O 10/01/12
0
1650803 429/429 F 239,200.00 ZZ
180 238,445.33 1
7314 STAFFORD ROAD 7.000 2,150.00 80
6.750 2,150.00 299,000.00
ALEXANDRIA VA 22307 1 10/02/97 00
6318236 05 12/01/97 0
6318236 O 11/01/12
0
1650808 429/429 F 246,500.00 ZZ
180 245,006.42 1
1894 RAYMOND PLACE 7.500 2,285.09 74
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BLOOMFIELD HILL MI 48302 5 09/22/97 00
63207583 05 11/01/97 0
63207583 O 10/01/12
0
1650809 429/429 F 312,000.00 ZZ
180 310,109.55 1
6342 EAST RADCLIFF AVENUE 7.500 2,892.28 43
7.250 2,892.28 740,000.00
1
ENGLEWOOD CO 80111 2 09/22/97 00
63235633 03 11/01/97 0
63235633 O 10/01/12
0
1650810 429/429 F 294,000.00 ZZ
180 293,102.29 1
1728 LAKE STREET 7.375 2,704.58 90
7.125 2,704.58 330,000.00
HUNTINGTON BEAC CA 92648 2 10/09/97 10
63245914 05 12/01/97 12
63245914 O 11/01/12
0
1650811 429/429 F 296,000.00 ZZ
180 295,115.80 1
955 CONCORD ROAD 7.625 2,765.03 63
7.375 2,765.03 470,000.00
SUDBURY MA 01776 2 10/16/97 00
63426579 05 12/01/97 0
63426579 O 11/01/12
0
1650868 664/G01 F 350,350.00 ZZ
180 349,314.92 1
2413 MEADOW AVENUE NORTH 7.750 3,297.76 77
7.500 3,297.76 455,000.00
RENTON WA 98056 2 10/21/97 00
0430502948 05 12/01/97 0
2372555 O 11/01/12
0
1651079 E29/G01 F 507,000.00 ZZ
180 505,451.93 1
9695 EAST PROGRESS PLACE 7.375 4,664.01 60
7.125 4,664.01 850,000.00
ENGLEWOOD CO 80111 2 10/27/97 00
0430504381 05 12/01/97 0
19710066 O 11/01/12
0
1651671 286/286 F 240,000.00 ZZ
180 239,275.17 1
12620 AMBER TER 7.500 2,224.83 60
7.250 2,224.83 400,000.00
RICHMOND VA 23233 2 10/10/97 00
8658068 03 12/01/97 0
8658068 O 11/01/12
0
1
1651672 286/286 F 227,400.00 ZZ
180 226,698.02 1
5744 LARUEL HILL ROAD 7.250 2,075.86 75
7.000 2,075.86 305,000.00
NASHVILLE TN 37215 2 10/10/97 00
0948577 05 12/01/97 0
0948577 O 11/01/12
0
1651673 286/286 F 240,900.00 ZZ
180 240,180.40 1
2708 DUMBARTON ST NW 7.625 2,250.32 62
7.375 2,250.32 390,000.00
WASHINGTON DC 20007 2 10/09/97 00
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0949748 O 11/01/12
0
1651675 286/286 F 300,000.00 ZZ
180 299,083.98 1
1145 PRAIRIE 7.375 2,759.77 54
7.125 2,759.77 560,000.00
LAKE FOREST IL 60045 2 10/16/97 00
0950850 05 12/01/97 0
0950850 O 11/01/12
0
1651694 560/560 F 170,000.00 ZZ
180 168,364.06 1
644 FLETCHER AVENUE 6.875 1,516.16 67
6.625 1,516.16 257,500.00
ORADELL NJ 07649 1 08/04/97 00
450802624 05 10/01/97 0
450802624 O 09/01/12
0
1651704 560/560 F 350,000.00 ZZ
180 346,871.67 1
933 MASON WOODS 7.750 3,294.47 78
7.500 3,294.47 450,000.00
SAINT LOUIS MO 63141 1 08/29/97 00
450829833 03 10/01/97 0
450829833 O 09/01/12
0
1651713 286/286 F 276,000.00 ZZ
180 275,157.26 1
1
6941 EAST QUIET DESERT LANE 7.375 2,538.99 80
7.125 2,538.99 345,000.00
TUCSON AZ 85750 2 10/17/97 00
0000949210 05 12/01/97 0
0000949210 O 11/01/12
0
1651715 286/286 F 500,000.00 ZZ
180 498,506.43 1
4010 LIME KILN LN 7.625 4,670.65 50
7.375 4,670.65 1,000,000.00
LOUISVILLE KY 40222 1 10/16/97 00
0008657069 05 12/01/97 0
0008657069 O 11/01/12
0
1651834 686/686 F 430,000.00 ZZ
180 428,715.53 1
7450 FIELDING TRAIL 7.625 4,016.76 60
7.375 4,016.76 720,000.00
MINNETRISTA MN 55359 5 10/14/97 00
818552234 05 12/01/97 0
818552234 O 11/01/12
0
1651836 686/686 F 500,000.00 ZZ
180 498,489.93 1
1490 WEST LONG LAKE ROAD 7.500 4,635.07 30
7.250 4,635.07 1,700,000.00
BLOOMFIELD TWP MI 48302 5 10/17/97 00
818552283 05 12/01/97 0
818552283 O 11/01/12
0
1651866 686/686 F 220,000.00 ZZ
180 219,352.03 1
10 DENOYELLES CIRCLE 7.785 2,075.22 72
7.535 2,075.22 306,000.00
GARNERVILLE NY 10923 1 10/06/97 00
818302978 05 12/01/97 0
818302978 O 11/01/12
0
1651868 686/686 F 192,000.00 ZZ
180 190,811.02 1
17000 SE WOODED HEIGHTS RD 7.250 1,752.70 48
7.000 1,752.70 405,000.00
BORING OR 97009 2 09/24/97 00
818482002 05 11/01/97 0
1
818482002 O 10/01/12
0
1651870 686/686 F 112,000.00 ZZ
180 111,658.01 1
8015-17 ROWLAND AVENUE 7.375 1,030.32 72
7.125 1,030.32 156,000.00
PHILADELPHIA PA 19136 2 10/02/97 00
818515413 05 12/01/97 0
818515413 O 11/01/12
0
1651875 686/686 F 255,000.00 ZZ
180 249,449.07 1
414 NORTHWOOD DRIVE 7.550 2,371.14 47
7.300 2,371.14 546,000.00
ORANGE CT 06477 1 09/30/97 00
818244030 05 11/01/97 0
818244030 O 10/01/12
0
1651877 686/686 F 160,000.00 ZZ
180 159,000.53 1
68-24 OLCOTT STREET 7.150 1,451.58 69
6.900 1,451.58 232,000.00
FOREST HILLS NY 11375 1 09/29/97 00
818302861 05 11/01/97 0
818302861 O 10/01/12
0
1651878 686/686 F 96,750.00 ZZ
180 96,166.33 1
70 URANUS AVENUE 7.550 899.64 75
7.300 899.64 129,000.00
MERRITT ISLAND FL 32953 1 09/25/97 00
818318867 05 11/01/97 0
818318867 O 10/01/12
0
1651882 686/686 F 120,000.00 ZZ
180 119,272.89 1
1422 SANTE FE TRAIL 7.500 1,112.42 73
7.250 1,112.42 164,950.00
IRVING TX 75063 1 09/26/97 00
818392193 03 11/01/97 0
818392193 O 10/01/12
0
1
1651885 686/686 F 180,000.00 ZZ
180 179,463.49 1
14 NOTTINGHAM ROAD 7.650 1,684.01 73
7.400 1,684.01 249,500.00
RAMSEY NJ 07446 1 10/14/97 00
818176331 05 12/01/97 0
818176331 O 11/01/12
0
1651980 E45/G01 F 580,000.00 ZZ
180 576,408.32 1
3580 SOUTH FLETCHER AVENUE 7.250 5,294.60 80
7.000 5,294.60 725,000.00
FERNADNINA BEAC FL 32034 1 09/30/97 00
0430483677 05 11/01/97 0
34128 O 10/01/12
0
1652067 A83/G01 F 234,000.00 ZZ
180 232,582.16 1
15915 FOOTHILL AVENUE 7.500 2,169.21 75
7.250 2,169.21 312,000.00
MORGAN HILL CA 95307 5 08/27/97 00
0430475772 05 11/01/97 0
3000543 O 10/01/12
0
1652073 A83/G01 F 350,000.00 ZZ
180 347,011.83 1
267 DOVER STREET 8.250 3,395.49 66
8.000 3,395.49 534,241.00
BROOKLYN NY 11235 5 08/13/97 00
0430475855 05 10/01/97 0
1002260 O 09/01/12
0
1652081 A83/G01 F 149,000.00 ZZ
180 147,641.55 1
1419 EAST NOELLE ROAD 7.500 1,381.25 64
7.250 1,381.25 234,000.00
SANDY UT 84092 2 08/11/97 00
0430475921 05 10/01/97 0
1001517 O 09/01/12
0
1652797 D12/D12 F 389,600.00 ZZ
180 372,964.09 1
4216 206TH AVENUE SE 7.875 3,695.17 80
7.625 3,695.17 487,000.00
1
ISSAQUAH WA 98029 1 08/28/96 00
0800 03 11/01/96 0
0800 O 10/01/11
0
1652841 286/286 F 314,000.00 ZZ
180 313,051.68 1
3916 DEER RUN OVAL 7.500 2,910.82 49
7.250 2,910.82 645,000.00
RICHFIELD OH 44286 2 10/15/97 00
0008665432 05 12/01/97 0
0008665432 O 11/01/12
0
1652868 E82/G01 F 321,000.00 ZZ
180 319,998.22 1
1403 KEW GARDENS COURT 7.125 2,907.72 77
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SAN JOSE CA 95120 2 10/27/97 00
0400066213 05 12/01/97 0
0400066213 O 11/01/12
0
1652890 D12/D12 F 329,800.00 ZZ
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1542 267TH PLACE SE 7.500 3,057.29 90
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ISSAQUAH WA 98027 4 09/22/97 10
3310 03 11/01/97 12
3310 O 10/01/12
0
1652912 D12/D12 F 247,500.00 ZZ
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2915 130TH PLACE NE 7.750 2,329.66 75
7.500 2,329.66 330,000.00
BELLEVUE WA 98005 5 05/14/97 00
2777 03 07/01/97 0
2777 O 06/01/12
0
1652937 K08/G01 F 97,000.00 ZZ
180 96,700.56 1
840 BOCA CIEGA ISLE DRIVE 7.250 885.48 45
7.000 885.48 220,000.00
ST. PETERSBURG FL 33706 2 10/22/97 00
0410580252 05 12/01/97 0
410580252 O 11/01/12
0
1
1652939 K08/G01 F 600,000.00 ZZ
180 598,207.72 1
245 LYDECKER STREET 7.625 5,604.78 60
7.375 5,604.78 1,000,000.00
ENGLEWOOD NJ 07631 2 10/21/97 00
0410566913 05 12/01/97 0
410566913 O 11/01/12
0
1652941 K08/G01 F 650,000.00 ZZ
180 647,949.29 1
6722 WAGGONER DRIVE 7.000 5,842.38 69
6.750 5,842.38 948,500.00
DALLAS TX 75230 2 10/27/97 00
0410590459 05 12/01/97 0
410590459 O 11/01/12
0
1653181 686/686 F 385,000.00 ZZ
180 382,692.58 1
105 LIBERTY COVE 7.625 3,596.41 70
7.375 3,596.41 550,000.00
HENDERSONVILLE TN 37075 5 09/24/97 00
818390999 03 11/01/97 0
818390999 O 10/01/12
0
1653183 686/686 F 300,000.00 ZZ
180 299,107.00 1
311 THATCH PALM DRIVE 7.665 2,809.25 75
7.415 2,809.25 400,000.00
BOCA RATON FL 33432 1 10/09/97 00
818365447 03 12/01/97 0
818365447 O 11/01/12
0
1653184 686/686 F 63,400.00 ZZ
180 63,164.74 1
7199 SE HOBE TERRACE 7.875 601.32 69
7.625 601.32 92,000.00
HOBE SOUND FL 33455 5 10/10/97 00
818426348 05 12/01/97 0
818426348 O 11/01/12
0
1653185 686/686 F 140,000.00 ZZ
180 139,586.38 1
1
449 ANDRE AVENUE 7.750 1,317.79 58
7.500 1,317.79 241,500.00
NORTHVALE NJ 07647 2 10/06/97 00
818515892 05 12/01/97 0
818515892 O 11/01/12
0
1653190 686/686 F 477,000.00 ZZ
180 473,901.75 1
6257 STEFANI DRIVE 7.300 4,367.82 58
7.050 4,367.82 827,000.00
DALLAS TX 75225 1 10/15/97 00
818409880 05 12/01/97 0
818409880 O 11/01/12
0
1653192 686/686 F 93,000.00 ZZ
180 92,722.19 1
1021 NE 68TH STREET 7.625 868.75 60
7.375 868.75 157,000.00
SEATTLE WA 98115 2 10/08/97 00
818570657 05 12/01/97 0
818570657 O 11/01/12
0
1653193 686/686 F 65,000.00 ZZ
180 64,800.22 1
2105 OAK AVENUE 7.300 595.20 16
7.050 595.20 430,000.00
MANHATTAN BEACH CA 90266 5 10/10/97 00
818356958 05 12/01/97 0
818356958 O 11/01/12
0
1653195 686/686 F 310,800.00 ZZ
180 308,871.60 1
28 MAYWOOD COURT 7.625 2,903.28 68
7.375 2,903.28 460,000.00
NORTH CALDWELL NJ 07006 5 10/09/97 00
818413924 05 12/01/97 0
818413924 O 11/01/12
0
1653196 686/686 F 57,300.00 ZZ
180 57,130.70 1
42625 NORTH 16TH STREET 7.750 539.36 50
7.500 539.36 115,000.00
NEW RIVER AZ 85027 5 10/15/97 00
818497745 05 12/01/97 0
1
818497745 O 11/01/12
0
1653197 686/686 F 305,900.00 ZZ
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2124 HAINES WAY 7.625 2,857.51 70
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LANSDALE PA 19446 5 10/15/97 00
818518243 05 12/01/97 0
818518243 O 11/01/12
0
1653201 686/686 F 195,000.00 ZZ
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5235 S GRAHAM STREET 7.625 1,821.56 66
7.375 1,821.56 296,000.00
SEATTLE WA 98118 5 10/15/97 00
818571168 05 12/01/97 0
818571168 O 11/01/12
0
1653202 686/686 F 112,700.00 ZZ
180 112,367.03 1
2006 E CAMPBELL TERRACE 7.750 1,060.82 70
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TUCSON AZ 85718 1 10/20/97 00
818588055 03 12/01/97 0
818588055 O 11/01/12
0
1653235 686/686 F 179,400.00 T
180 178,082.26 1
702 CENTRAL AVENUE 8.000 1,714.45 70
7.750 1,714.45 259,500.00
BARNEGAT LIGHT NJ 08006 2 09/25/97 00
818416208 05 11/01/97 0
818416208 O 10/01/12
0
1653236 686/686 F 130,000.00 ZZ
180 129,237.78 1
5116 SW BIMINI DR SOUTH 7.875 1,232.99 70
7.625 1,232.99 186,000.00
PALM CITY FL 34990 1 09/30/97 00
818426124 03 11/01/97 0
818426124 O 10/01/12
0
1
1653241 686/686 F 118,000.00 ZZ
180 117,639.70 1
7815 ELMGROVE DRIVE 7.375 1,085.51 72
7.125 1,085.51 164,000.00
ELMWOOD PARK IL 60707 2 10/24/97 00
818552705 05 12/01/97 0
818552705 O 11/01/12
0
1653244 686/686 F 275,000.00 ZZ
180 274,180.34 1
11315 SANTA MARIA AVENUE 7.650 2,572.79 69
7.400 2,572.79 400,000.00
LAKESIDE CA 92040 5 10/15/97 00
818523854 05 12/01/97 0
818523854 O 11/01/12
0
1653527 956/G01 F 600,000.00 ZZ
180 598,147.82 1
325 DIO GENES DRIVE 7.250 5,477.18 59
7.000 5,477.18 1,030,000.00
ANGWIN CA 94508 1 10/23/97 00
0430487074 05 12/01/97 0
8709128 O 11/01/12
0
1653570 K08/G01 F 260,000.00 ZZ
180 259,265.14 1
1722 LONG LAKE SHORE DRIVE 8.250 2,522.36 46
8.000 2,522.36 575,000.00
BLOOMFIELD HILL MI 48302 2 10/27/97 00
0410590533 05 12/01/97 0
410590533 O 11/01/12
0
1653579 K08/G01 F 197,000.00 ZZ
180 196,391.87 1
315 DEWPOINT LANE 7.250 1,798.34 57
7.000 1,798.34 350,000.00
ALPHARETTA GA 30202 2 10/22/97 00
0410578694 03 12/01/97 0
410578694 O 11/01/12
0
1653616 225/225 F 150,000.00 ZZ
180 148,974.46 1
303 TAVISTOCK DRIVE 7.500 1,390.52 66
7.250 1,390.52 230,000.00
1
LIMERICK TOWNSH PA 19468 5 09/29/97 00
8060238 05 11/01/97 0
8060238 O 10/01/12
0
1653647 136/G01 F 210,000.00 ZZ
180 208,755.13 1
11 L'AMBIANCE COURT 7.750 1,976.68 75
7.500 1,976.68 282,000.00
BARDONIA NY 10954 1 09/19/97 00
0430498626 01 11/01/97 0
4506460 O 10/01/12
0
1653750 F28/G01 F 460,000.00 ZZ
180 448,878.74 1
94 EDMUNDS ROAD 7.750 4,329.87 52
7.500 4,329.87 890,000.00
WELLESLEY MA 02181 2 03/10/97 00
0430483495 05 05/01/97 0
3216712 O 04/01/12
0
1653751 F28/G01 F 266,500.00 ZZ
180 260,940.51 1
151 SAM GRANGE COURT 7.875 2,527.62 57
7.625 2,527.62 470,000.00
CARBONDALE CO 81623 2 04/11/97 00
0430483461 03 06/01/97 0
3232487 O 05/01/12
0
1653753 F28/G01 F 223,000.00 ZZ
180 220,367.82 1
464 ARTHUR TERRACE 7.875 2,115.04 80
7.625 2,115.04 279,000.00
PARAMUS NJ 07652 1 07/10/97 00
0430483511 05 09/01/97 0
3266220 O 08/01/12
0
1653754 F28/G01 F 234,900.00 ZZ
180 231,190.51 1
218 BRENTWOOD DRIVE 7.125 2,127.80 90
6.875 2,127.80 263,000.00
HUDSON OH 44236 1 06/21/97 10
0430483552 05 08/01/97 12
3302553 O 07/01/12
0
1
1653755 F28/G01 F 318,000.00 ZZ
180 313,137.60 1
267 EAST GREGORY AVENUE 7.500 2,947.90 49
7.250 2,947.90 650,000.00
TELLURIDE CO 81435 2 06/24/97 00
0430483560 05 08/01/97 0
3303494 O 07/01/12
0
1653756 F28/G01 F 412,500.00 ZZ
180 407,469.87 1
11558 MEMORIAL DRIVE 7.500 3,823.93 75
7.250 3,823.93 550,000.00
HOUSTON TX 77024 1 07/15/97 00
0430483545 05 09/01/97 0
3313541 O 08/01/12
0
1653757 F28/G01 F 300,000.00 ZZ
180 295,109.14 1
79 SOUTH TAYLOR POINT DRIVE 6.750 2,654.73 77
6.500 2,654.73 392,576.00
THE WOODLANDS TX 77382 1 06/27/97 00
0430483586 03 08/01/97 0
3319409 O 07/01/12
0
1653758 F28/G01 F 254,000.00 ZZ
180 250,240.01 1
3507 TENCHY ROAD 7.875 2,409.06 84
7.625 2,409.06 305,000.00
NORTHBROOK IL 60062 2 06/24/97 10
0430483537 05 08/01/97 12
3327560 O 07/01/12
0
1653760 F28/G01 F 250,000.00 ZZ
180 247,695.85 1
2200 HENLEY STREET 7.375 2,299.81 48
7.125 2,299.81 522,500.00
GLENVIEW IL 60025 1 08/14/97 00
0430483529 05 10/01/97 0
3360203 O 09/01/12
0
1653761 F28/G01 F 499,000.00 ZZ
180 494,249.44 1
1
38 BULKLEY AVENUE NORTH 7.000 4,485.15 78
6.750 4,485.15 640,000.00
WESTPORT CT 06880 2 08/18/97 00
0430483602 05 10/01/97 0
3369869 O 09/01/12
0
1653762 F28/G01 F 274,400.00 ZZ
180 271,843.42 1
W311 S496 HIDDEN HOLLOW 7.250 2,504.90 90
7.000 2,504.90 304,900.00
DELAFIELD WI 53018 1 08/21/97 10
0430483578 05 10/01/97 12
3384500 O 09/01/12
0
1653942 077/077 F 434,500.00 ZZ
180 433,173.29 1
4930 DEER RIDGE SOUTH DRIVE 7.375 3,997.07 68
7.125 3,997.07 640,000.00
CARMEL IN 46033 2 10/24/97 00
384106 03 12/01/97 0
384106 O 11/01/12
0
1653956 830/830 F 171,000.00 ZZ
180 170,500.34 1
225 ORCHARD AVE 7.875 1,621.85 95
7.625 1,621.85 180,000.00
BOYES HOT SPRIN CA 95416 2 10/24/97 11
531082 05 12/01/97 30
531082 O 11/01/12
0
1653962 181/181 F 240,000.00 ZZ
180 237,570.84 1
6614 N HARDING AVE 7.750 2,259.06 65
7.500 2,259.06 372,000.00
LINCOLNWOOD IL 60645 2 09/19/97 00
5724538 05 11/01/97 0
5724538 O 10/01/12
0
1653974 K08/G01 F 114,950.00 ZZ
180 114,950.00 1
2090 BRASSY DRIVE 8.000 1,098.52 95
7.750 1,098.52 121,000.00
LAS VEGAS NV 89122 2 10/29/97 04
0410560452 05 01/01/98 25
1
410560452 O 12/01/12
0
1654002 K08/G01 F 125,000.00 ZZ
180 124,605.63 1
400 HAGUE ROAD 7.000 1,123.54 72
6.750 1,123.54 175,000.00
EL PASO TX 79902 1 10/27/97 00
0410570774 05 12/01/97 0
410570774 O 11/01/12
0
1654010 K08/G01 F 195,900.00 ZZ
180 195,346.31 1
5269 FAIRMONT HILLS COURT 8.250 1,900.50 70
8.000 1,900.50 280,000.00
BLOOMFIELD HILL MI 48302 2 10/23/97 00
0410564389 05 12/01/97 0
410564389 O 11/01/12
0
1654050 K08/G01 F 290,800.00 ZZ
180 289,940.85 1
335 MARTEL LANE 7.750 2,737.23 74
7.500 2,737.23 393,000.00
COPPELL TX 75019 1 10/29/97 00
0410581763 03 12/01/97 0
410581763 O 11/01/12
0
1654226 943/943 F 425,000.00 ZZ
180 423,614.87 1
514 ST DAVID AVE 6.625 3,731.48 71
6.375 3,731.48 599,000.00
SAINT DAVIS PA 19087 2 10/20/97 00
7111123610 05 12/01/97 0
7111123610 O 11/01/12
0
1654228 943/943 F 258,400.00 ZZ
180 257,602.33 1
2136 EUNICE ST 7.250 2,358.84 62
7.000 2,358.84 420,000.00
BERKELEY CA 94709 2 10/24/97 00
7111126333 05 12/01/97 0
7111126333 O 11/01/12
0
1
1654231 943/943 F 700,000.00 ZZ
180 697,194.08 1
75 NEARWATER LANE 7.375 6,439.47 66
7.125 6,439.47 1,065,000.00
DARIEN CT 06820 1 10/24/97 00
7542200491 05 12/01/97 0
7542200491 O 11/01/12
0
1654274 E33/G01 F 260,000.00 ZZ
180 260,000.00 1
160 PHILLIP COURT 7.250 2,373.45 36
7.000 2,373.45 730,000.00
LAKE BLUFF IL 60044 2 11/19/97 00
0430500231 05 01/01/98 0
308520129 O 12/01/12
0
1654336 069/G01 F 532,000.00 ZZ
180 530,375.58 1
26036 MARINA DRIVE 7.375 4,894.00 70
7.125 4,894.00 760,000.00
ROLLING HILLS E CA 90274 1 10/23/97 00
0430482042 05 12/01/97 0
2215960 O 11/01/12
0
1654395 685/G01 F 320,000.00 ZZ
180 319,001.34 1
6 TRAMONTI 7.125 2,898.66 79
6.875 2,898.66 409,000.00
LAGUNA NIGUEL CA 92677 2 10/27/97 00
0430489120 03 12/01/97 0
109368 O 11/01/12
0
1654495 K08/G01 F 160,000.00 ZZ
180 159,522.06 1
4527 FLINTSTONE ROAD 7.625 1,494.61 80
7.375 1,494.61 200,000.00
ALEXANDRIA VA 22306 2 10/24/97 00
0410583959 05 12/01/97 0
410583959 O 11/01/12
0
1654508 623/623 F 239,750.00 ZZ
180 238,313.11 1
2812 LOST OAK COVE 7.625 2,239.58 79
7.375 2,239.58 305,000.00
1
GEORGETOWN TX 78628 4 09/22/97 00
903853 05 11/01/97 0
903853 O 10/01/12
0
1654509 623/623 F 400,000.00 ZZ
180 398,778.64 1
2122 CHATHAM 7.375 3,679.69 87
7.125 3,679.69 463,000.00
DALTON GA 30720 2 10/22/97 04
931237 03 12/01/97 12
931237 O 11/01/12
0
1654510 623/623 F 300,000.00 ZZ
180 297,204.91 1
33 LINCOLN RD 7.250 2,738.59 58
7.000 2,738.59 525,000.00
SUDBURY MA 01776 1 08/21/97 00
932692 05 10/01/97 0
932692 O 09/01/12
0
1654512 623/623 F 298,850.00 ZZ
180 286,621.38 1
2001 NORTH TRAVIS STREET 7.125 2,707.08 65
6.875 2,707.08 460,000.00
LIBERTY TX 77575 2 08/20/97 00
938204 05 10/01/97 0
938204 O 09/01/12
0
1654513 623/623 F 376,000.00 ZZ
180 372,571.95 1
615 SOUTH BEVERLY LANE 7.500 3,485.57 80
7.250 3,485.57 475,000.00
ARLINGTON HEIGH IL 60005 2 08/22/97 00
938381 05 10/01/97 0
938381 O 09/01/12
0
1654514 623/623 F 260,000.00 ZZ
180 258,424.61 1
7675 SWEET HOURS WAY 7.500 2,410.24 77
7.250 2,410.24 340,000.00
COLUMBIA MD 21046 2 09/05/97 00
939911 05 11/01/97 0
939911 O 10/01/12
0
1
1654515 623/623 F 347,700.00 ZZ
180 345,593.25 1
6440 PINE HOLLOW DR 7.500 3,223.22 52
7.250 3,223.22 680,000.00
EAST LANSING MI 48823 5 09/19/97 00
942037 05 11/01/97 0
942037 O 10/01/12
0
1654516 623/623 F 260,000.00 ZZ
180 258,475.57 1
17 MESSINIA DRIVE 7.875 2,465.97 75
7.625 2,465.97 350,000.00
ANDOVER MA 01810 5 09/12/97 00
942833 05 11/01/97 0
942833 O 10/01/12
0
1654518 623/623 F 385,000.00 ZZ
180 383,837.25 1
5740 PRESERVATION COURT 7.500 3,569.00 80
7.250 3,569.00 485,000.00
ADA MI 49301 1 10/17/97 00
944016 05 12/01/97 0
944016 O 11/01/12
0
1654519 623/623 F 296,250.00 ZZ
180 294,493.85 1
1800 WAYNE STREET 7.750 2,788.53 75
7.500 2,788.53 395,000.00
TRAVERSE CITY MI 49684 5 09/24/97 00
944163 05 11/01/97 0
944163 O 10/01/12
0
1654520 623/623 F 232,000.00 ZZ
180 231,299.33 1
354 131ST AVENUE 7.500 2,150.67 78
7.250 2,150.67 300,000.00
WAYLAND MI 49348 2 10/10/97 00
944732 05 12/01/97 0
944732 O 11/01/12
0
1654523 623/623 F 108,750.00 ZZ
180 108,428.70 1
1
490 CLARK STATE ROAD 7.750 1,023.64 75
7.500 1,023.64 145,000.00
GAHANNA OH 43230 5 10/09/97 00
947595 05 12/01/97 0
947595 O 11/01/12
0
1654524 623/623 F 236,650.00 ZZ
180 235,943.09 1
1612 NORTH WINCHESTER AVENUE 7.625 2,210.62 68
7.375 2,210.62 351,000.00
CHICAGO IL 60622 5 10/14/97 00
948664 05 12/01/97 0
948664 O 11/01/12
0
1654525 623/623 F 240,000.00 ZZ
180 238,513.78 1
1202 LEGOS CHOICE CT 7.250 2,190.87 74
7.000 2,190.87 325,000.00
WESTMINSTER MD 21157 2 09/29/97 00
949604 05 11/01/97 0
949604 O 10/01/12
0
1654527 623/623 F 114,000.00 ZZ
180 113,670.56 1
7609 WOODSIDE PL 8.000 1,089.44 72
7.750 1,089.44 160,000.00
WATERFORD MI 48327 2 10/15/97 00
950314 05 12/01/97 0
950314 O 11/01/12
0
1654528 623/623 F 231,750.00 ZZ
180 231,050.09 1
256 GRACEWOOD SE 7.500 2,148.35 63
7.250 2,148.35 370,000.00
EAST GRAND RAPI MI 49506 5 10/09/97 00
951191 05 12/01/97 0
951191 O 11/01/12
0
1654533 623/623 F 397,000.00 ZZ
180 394,541.54 1
13660 KELL COURT 7.250 3,624.07 66
7.000 3,624.07 605,000.00
MORGAN HILL CA 95037 2 09/18/97 00
6233682 05 11/01/97 0
1
6233682 O 10/01/12
0
1654535 623/623 F 360,000.00 ZZ
180 357,770.67 1
624 NORTHWEST 11TH AVENUE 7.250 3,286.31 80
7.000 3,286.31 450,000.00
PORTLAND OR 97209 1 09/26/97 00
6311876 09 11/01/97 0
6311876 O 10/01/12
0
1654607 964/G01 F 187,500.00 ZZ
180 186,908.45 1
609 SOUTH EARLHAM STREET 7.000 1,685.30 75
6.750 1,685.30 250,000.00
ORANGE CA 92869 2 10/24/97 00
0430483305 05 12/01/97 0
28676 O 11/01/12
0
1654642 267/267 F 348,000.00 ZZ
180 346,865.83 1
1836 LA MANZANITA STREET 6.625 3,055.42 80
6.375 3,055.42 435,000.00
SOUTH PASADENA CA 91030 2 10/23/97 00
4317653 05 12/01/97 0
4317653 O 11/01/12
0
1655236 F28/G01 F 250,000.00 ZZ
180 246,094.37 1
8403 TIMBER TRAIL 7.250 2,282.16 85
7.000 2,282.16 295,000.00
BRECKSVILLE OH 44141 1 07/01/97 10
0430483594 05 09/01/97 6
0234293 O 08/01/12
0
1655530 G32/G01 F 287,000.00 ZZ
180 286,133.22 1
9 S 150 CHANDELLE DR 7.500 2,660.53 54
7.250 2,660.53 535,000.00
NAPERVILLE IL 60564 5 11/04/97 00
0430488106 05 12/01/97 0
1001441 O 11/01/12
0
1
1655689 K08/G01 F 135,000.00 ZZ
180 134,601.15 1
1068 CHRISTIAN CREEK ROAD 7.750 1,270.72 75
7.500 1,270.72 180,000.00
SWANNANOA NC 28778 2 10/30/97 00
0410595706 05 12/01/97 0
410595706 O 11/01/12
0
1655707 K08/G01 F 250,000.00 ZZ
180 250,000.00 1
1313 SPYGLASS DRIVE 7.250 2,282.16 73
7.000 2,282.16 345,000.00
AUSTIN TX 78746 2 10/31/97 00
0410573638 05 01/01/98 0
410573638 O 12/01/12
0
1656253 267/267 F 349,950.00 ZZ
180 349,950.00 1
3672 SAN PASQUAL ST 6.875 3,121.05 70
6.625 3,121.05 500,000.00
PASADENA CA 91107 1 10/29/97 00
4326343 05 01/01/98 0
4326343 O 12/01/12
0
1656369 K08/G01 F 387,500.00 ZZ
180 386,355.16 1
69552 PINE RIVER DRIVE 7.750 3,647.44 35
7.500 3,647.44 1,134,000.00
BRUCE TOWNSHIP MI 48065 2 10/30/97 00
0410588974 01 12/01/97 0
410588974 O 11/01/12
0
1656481 696/G01 F 449,650.00 ZZ
180 449,650.00 1
307 MOOREFIELD ROAD, S.W. 7.000 4,041.58 80
6.750 4,041.58 562,118.00
VIENNA VA 22182 1 11/06/97 00
0430487520 05 01/01/98 0
24110431 O 12/01/12
0
1657187 K08/G01 F 250,000.00 ZZ
180 249,269.51 1
5121 S. IRONTON WAY 7.875 2,371.12 63
7.625 2,371.12 400,000.00
1
ENGLEWOOD CO 80111 5 10/30/97 00
0410595821 03 12/01/97 0
410595821 O 11/01/12
0
1657277 992/G01 F 282,000.00 ZZ
180 279,936.83 1
6 FARMSTEAD ROAD 6.750 2,495.45 52
6.500 2,495.45 550,000.00
DENVILLE NJ 07834 2 09/22/97 00
0430487777 05 11/01/97 0
342301 O 10/01/12
0
1657537 A13/G01 F 242,000.00 ZZ
180 241,308.36 1
197 LINDEN STREET 8.125 2,330.18 73
7.875 2,330.18 335,000.00
ROCKVILLE CENTR NY 11570 5 10/28/97 00
0430494492 05 12/01/97 0
970051307 O 11/01/12
0
1657620 K08/G01 F 103,250.00 ZZ
180 102,951.62 1
13829 FOLKSTONE CIRCLE 8.000 986.71 70
7.750 986.71 147,500.00
WELLINGTON FL 33414 1 11/07/97 00
0410581292 03 12/01/97 0
410581292 O 11/01/12
0
1657627 E22/G01 F 331,500.00 ZZ
180 331,500.00 1
7441 MARIGOLD DRIVE 7.375 3,049.55 75
7.125 3,049.55 442,000.00
IRVING TX 75063 1 11/07/97 00
0410617062 03 01/01/98 0
410617062 O 12/01/12
0
1657631 K08/G01 F 104,000.00 ZZ
180 103,689.33 1
3040 SW 78TH COURT 7.625 971.50 62
7.375 971.50 169,000.00
MIAMI FL 33155 5 11/03/97 00
0410579957 05 12/01/97 0
410579957 O 11/01/12
0
1
1658048 696/G01 F 472,000.00 ZZ
180 472,000.00 1
6515 75TH PLACE 7.625 4,409.09 80
7.375 4,409.09 590,000.00
CABIN JOHN MD 20818 2 11/07/97 00
0430496075 05 01/01/98 0
3125898 O 12/01/12
0
1658140 G32/G32 F 400,000.00 ZZ
180 400,000.00 1
3326 WINCHESTER 7.250 3,651.45 72
7.000 3,651.45 562,500.00
GLENVIEW IL 60025 1 11/11/97 00
1001545 05 01/01/98 0
1001545 O 12/01/12
0
1658318 686/686 F 100,000.00 ZZ
180 99,701.29 1
8403 NORTH ILLINOIS STREET 7.625 934.13 64
7.375 934.13 157,000.00
INDIANAPOLIS IN 46260 5 10/24/97 00
81838132 05 12/01/97 0
81838132 O 11/01/12
0
1658335 686/686 F 171,750.00 ZZ
180 171,248.14 1
2090 GRAPE AVENUE 7.875 1,628.97 75
7.625 1,628.97 229,000.00
BOULDER CO 80304 1 10/16/97 00
818555302 05 12/01/97 0
818555302 O 11/01/12
0
1658368 F02/G01 F 322,400.00 ZZ
180 321,382.84 1
7005 GREATWOOD TRAIL 7.000 2,897.83 80
6.750 2,897.83 403,000.00
ALPHARETTA GA 30202 1 10/10/97 00
0430491225 03 12/01/97 0
601688415 O 11/01/12
0
1658423 286/286 F 250,000.00 ZZ
180 250,000.00 1
1
10102 BALDWIN CT 7.500 2,317.54 57
7.250 2,317.54 443,000.00
BETHESDA MD 20817 1 11/11/97 00
8575024 09 01/01/98 0
8575024 O 12/01/12
0
1658668 685/G01 F 199,500.00 ZZ
180 199,500.00 1
12372 CHARLWOOD STREET 7.250 1,821.16 71
7.000 1,821.16 282,500.00
CERRITOS CA 90703 2 11/05/97 00
0430490995 05 01/01/98 0
109559 O 12/01/12
0
1658986 K08/G01 F 95,000.00 ZZ
180 95,000.00 1
859 NORTHEAST 102ND STREET 7.250 867.22 53
7.000 867.22 182,000.00
SEATTLE WA 98125 2 11/06/97 00
0410591622 05 01/01/98 0
410591622 O 12/01/12
0
1659212 367/367 F 371,510.65 ZZ
161 370,152.95 1
9716 MEYER POINT DRIVE 7.375 3,640.94 61
7.125 3,640.94 615,000.00
POTOMAC MD 20854 2 11/10/97 00
1117680 03 12/01/97 0
1117680 O 04/01/11
0
1659308 975/G01 F 272,000.00 ZZ
180 272,000.00 1
4504 VIRO ROAD 7.000 2,444.81 64
6.750 2,444.81 430,000.00
LA CANADA-FLINT CA 91011 2 11/07/97 00
0430497578 05 01/01/98 0
972351 O 12/01/12
0
1659329 638/G01 F 306,000.00 ZZ
180 305,065.65 1
6714 SWEETBRIAR LANE 7.375 2,814.97 59
7.125 2,814.97 525,000.00
DARIEN IL 60561 2 10/27/97 00
0430495481 03 12/01/97 0
1
08674969 O 11/01/12
0
1659436 E66/E66 F 252,000.00 ZZ
180 251,213.56 1
1118 MONTEREY VALLEY DRIVE 7.125 2,282.69 59
6.875 2,282.69 430,000.00
CHAPEL HILL NC 27514 2 10/21/97 00
600351866 05 12/01/97 0
600351866 O 11/01/12
0
1659723 267/267 F 990,000.00 ZZ
180 990,000.00 1
1196 WESTBEND RD 7.250 9,037.35 47
7.000 9,037.35 2,120,000.00
WESTLAKE VILLAG CA 91362 2 10/31/97 00
4325622 05 01/01/98 0
4325622 O 12/01/12
0
1659728 822/G01 F 118,000.00 ZZ
180 117,627.71 1
67 MAPLE STREET 7.000 1,060.62 67
6.750 1,060.62 177,000.00
BERGENFIELD NJ 07621 5 10/09/97 00
0430507376 05 12/01/97 0
0876055463 O 11/01/12
0
1660011 907/G01 F 300,000.00 ZZ
180 298,298.33 1
189 FARRAGUT CIRCLE 8.250 2,910.42 67
8.000 2,910.42 450,000.00
NEW ROCHELLE NY 10801 1 09/15/97 00
0430504332 05 11/01/97 0
10001546 O 10/01/12
0
1660061 B27/G01 F 260,000.00 ZZ
180 260,000.00 1
56 SHEPARD STREET 7.500 2,410.24 32
7.250 2,410.24 830,000.00
CAMBRIDGE MA 02138 5 11/14/97 00
0430503094 05 01/01/98 0
110208895 O 12/01/12
0
1
1660116 195/G01 F 403,200.00 ZZ
180 403,200.00 1
125 WILSON DRIVE 7.750 3,795.23 80
7.500 3,795.23 504,000.00
LANCASTER PA 17603 2 11/14/97 00
0430502849 05 01/01/98 0
54832 O 12/01/12
0
1660250 G75/G75 F 283,800.00 ZZ
180 282,923.92 1
108 ALDIN ROAD 7.250 2,590.71 80
7.000 2,590.71 354,800.00
GREENWICH TOWNS NJ 08886 1 10/28/97 00
03383584 05 12/01/97 0
03383584 O 11/01/12
0
1660256 G75/G75 F 276,000.00 ZZ
180 275,157.26 1
32 MT. PLEASANT STREET 7.375 2,538.99 66
7.125 2,538.99 420,000.00
CAMBRIDGE MA 02140 2 10/24/97 00
03372214 05 12/01/97 0
03372214 O 11/01/12
0
1660348 686/686 F 133,250.00 ZZ
180 132,864.92 1
24 VIVIAN COURT 8.000 1,273.41 69
7.750 1,273.41 193,250.00
FAIR LAWN NJ 07410 1 10/30/97 00
818518391 05 12/01/97 0
818518391 O 11/01/12
0
1660349 686/686 F 110,000.00 ZZ
180 109,636.87 1
121 N FOREST DRIVE 7.375 1,011.92 57
7.125 1,011.92 193,367.00
CHANDLER AZ 85226 1 10/21/97 00
818588519 03 12/01/97 0
818588519 O 11/01/12
0
1660353 686/686 F 140,000.00 ZZ
180 139,560.22 1
7982 SW 186TH STREET 7.050 1,262.28 48
6.800 1,262.28 293,000.00
1
MIAMI FL 33157 5 10/27/97 00
818393217 05 12/01/97 0
818393217 O 11/01/12
0
1660354 686/686 F 103,600.00 ZZ
180 103,284.36 2
584 NE 20TH STREET 7.400 954.51 70
7.150 954.51 148,000.00
FORT LAUDERDALE FL 33305 1 10/30/97 00
818479669 05 12/01/97 0
818479669 O 11/01/12
0
1660355 686/686 F 425,000.00 ZZ
180 423,716.44 1
6982 GREENTREE DRIVE 7.500 3,939.81 48
7.250 3,939.81 901,000.00
NAPLES FL 34108 2 10/27/97 00
818519019 03 12/01/97 0
818519019 O 11/01/12
0
1660363 686/686 F 70,000.00 ZZ
180 69,795.46 1
4228 D ESTE COURT 7.875 663.92 58
7.625 663.92 122,000.00
LAKE WORTH FL 33467 5 10/30/97 00
818519464 01 12/01/97 0
818519464 O 11/01/12
0
1660364 686/686 F 247,500.00 ZZ
180 246,768.78 1
2665 W INDIAN CREEK RD 7.750 2,329.66 65
7.500 2,329.66 385,000.00
TRAFALGAR IN 46181 2 10/30/97 00
818551921 05 12/01/97 0
818551921 O 11/01/12
0
1660365 686/686 F 138,750.00 ZZ
180 138,349.03 1
24600 NE HIGHWAY 240 8.000 1,325.97 75
7.750 1,325.97 185,000.00
NEWBERG OR 97132 1 10/17/97 00
818570921 05 12/01/97 0
818570921 O 11/01/12
0
1
1660366 686/686 F 200,000.00 ZZ
180 200,000.00 1
607 LONDON COURT 7.375 1,839.85 46
7.125 1,839.85 439,900.00
BUFFALO GROVE IL 60089 1 11/04/97 00
818638736 05 01/01/98 0
818638736 O 12/01/12
0
1660470 686/686 F 110,000.00 ZZ
180 109,664.12 1
4503 MALVERN RD 7.375 1,011.92 65
7.125 1,011.92 170,000.00
DURHAM NC 27707 5 10/27/97 00
818518482 05 12/01/97 0
818518482 O 11/01/12
0
1660471 686/686 F 97,500.00 ZZ
180 97,215.10 1
3739 SE SEROBERTSON ROAD 7.875 924.74 54
7.625 924.74 182,000.00
STUART FL 34997 2 10/31/97 00
818519795 05 12/01/97 0
818519795 O 11/01/12
0
1660474 686/686 F 170,000.00 ZZ
180 169,496.19 1
22 LINWOOD AVENUE 7.715 1,596.77 75
7.465 1,596.77 228,000.00
CRESSKILL NJ 07626 1 10/31/97 00
818511487 01 12/01/97 0
818511487 O 11/01/12
0
1660477 686/686 F 150,000.00 ZZ
180 150,000.00 1
41 PINEHILL ROAD 7.750 1,411.92 72
7.500 1,411.92 210,000.00
SWAMPSCOTT MA 01907 2 11/05/97 00
818469306 05 01/01/98 0
818469306 O 12/01/12
0
1660485 686/686 F 189,000.00 ZZ
180 188,410.16 1
1
5084 AVENIDA PLAYA CANCUN 7.125 1,712.03 70
6.875 1,712.03 270,000.00
SAN DIEGO CA 92124 5 10/01/97 00
818497448 03 12/01/97 0
818497448 O 11/01/12
0
1660515 686/686 F 111,750.00 ZZ
180 111,750.00 1
2286 RIVERSIDE DRIVE 7.750 1,051.88 75
7.500 1,051.88 149,000.00
WEST COLUMBIA TX 77486 1 11/17/97 00
818484289 05 01/01/98 0
818484289 O 12/01/12
0
1660550 686/686 F 164,500.00 ZZ
180 164,014.00 1
20040 S EDGEWOOD COURT 7.750 1,548.40 69
7.500 1,548.40 240,000.00
MOKENA IL 60448 5 10/23/97 00
818551939 05 12/01/97 0
818551939 O 11/01/12
0
1660581 686/686 F 240,000.00 ZZ
180 239,267.18 1
15704 MIFFLIN COURT 7.375 2,207.82 51
7.125 2,207.82 475,000.00
TAMPA FL 33647 2 10/23/97 00
818448425 03 12/01/97 0
818448425 O 11/01/12
0
1660681 076/076 F 355,000.00 ZZ
180 353,939.56 1
36 STIMSON AVENUE 7.625 3,316.17 80
7.375 3,316.17 445,000.00
PROVIDENCE RI 02906 2 10/01/97 00
1256243 05 12/01/97 0
1256243 O 11/01/12
0
1660682 076/076 F 275,000.00 T
180 273,351.86 1
297 WINGS NECK ROAD 7.625 2,568.86 68
7.375 2,568.86 406,000.00
POCASSET MA 02559 1 09/15/97 00
1275568 05 11/01/97 0
1
1275568 O 10/01/12
0
1660684 076/076 F 250,200.00 ZZ
180 249,468.91 1
5115 HANOVER LANE 7.875 2,373.03 90
7.625 2,373.03 278,000.00
LAKELAND FL 33813 2 10/21/97 14
5863822 03 12/01/97 25
5863822 O 11/01/12
0
1660685 076/076 F 232,000.00 ZZ
180 230,578.85 1
3800 WEST MAPLE ROAD 7.375 2,134.23 75
7.125 2,134.23 311,000.00
BLOOMFIELD TOWN MI 48301 2 09/22/97 00
7113915 05 11/01/97 0
7113915 O 10/01/12
0
1660686 076/076 F 280,000.00 ZZ
180 278,358.31 1
1389 SAIL HARBOR CIRCLE 7.875 2,655.66 57
7.625 2,655.66 495,000.00
TARPON SPRINGS FL 34689 5 09/26/97 00
7114069 03 11/01/97 0
7114069 O 10/01/12
0
1660688 076/076 F 235,132.00 ZZ
180 233,707.32 1
1405 WINDING RIDGE TERRACE 7.500 2,179.70 79
7.250 2,179.70 300,000.00
COLORADO SPRING CO 80919 2 09/25/97 00
8733612 05 11/01/97 0
8733612 O 10/01/12
0
1660691 076/076 F 552,000.00 ZZ
180 548,655.36 1
325 NW 15TH STREET 7.500 5,117.11 80
7.250 5,117.11 690,000.00
OKLAHOMA CITY OK 73103 2 09/30/97 00
8783642 05 11/01/97 0
8783642 O 10/01/12
0
1
1660693 076/076 F 240,000.00 T
180 238,561.62 1
19 ST ANDREWS PLACE 7.625 2,241.91 80
7.375 2,241.91 300,000.00
HILTON HEAD SC 29928 1 09/25/97 00
8796862 03 11/01/97 0
8796862 O 10/01/12
0
1660821 686/686 F 96,600.00 T
180 96,305.68 1
11580 SW 10TH STREET 7.400 890.02 70
7.150 890.02 138,000.00
PEMBROKE PINES FL 33025 1 10/27/97 00
817975691 03 12/01/97 0
817975691 O 11/01/12
0
1660827 686/686 F 183,750.00 ZZ
180 183,750.00 1
45 MACGREGOR AVENUE 7.715 1,725.92 75
7.465 1,725.92 245,000.00
ROSLYN HEIGHTS NY 11577 1 11/12/97 00
818511008 05 01/01/98 0
818511008 O 12/01/12
0
1661184 106/106 F 380,000.00 ZZ
180 380,000.00 1
10 SACKETT DRIVE 7.500 3,522.65 65
7.250 3,522.65 590,000.00
LARCHMONT NY 10538 2 10/31/97 00
6487375 05 01/01/98 0
6487375 O 12/01/12
0
1661187 106/106 F 265,000.00 ZZ
180 264,145.61 1
518 ANNADALE DRIVE 6.750 2,345.02 52
6.500 2,345.02 516,582.00
BERWYN PA 19312 1 10/23/97 00
6494207 05 12/01/97 0
6494207 O 11/01/12
0
1661190 106/106 F 240,000.00 ZZ
180 239,259.12 1
6716 BUNKERS COURT 7.250 2,190.88 71
7.000 2,190.88 340,000.00
1
CLIFTON VA 20124 2 10/23/97 00
6504328 05 12/01/97 0
6504328 O 11/01/12
0
1661192 106/106 F 291,200.00 ZZ
180 290,301.07 1
630 CLIFTON ROAD 7.250 2,658.26 80
7.000 2,658.26 364,000.00
ATLANTA GA 30307 1 10/30/97 00
6509749 05 12/01/97 0
6509749 O 11/01/12
0
1661193 106/106 F 267,000.00 ZZ
180 267,000.00 1
384 GREENS FARMS ROAD 7.500 2,475.13 63
7.250 2,475.13 430,000.00
WESTPORT CT 06880 2 10/31/97 00
6514038 05 01/01/98 0
6514038 O 12/01/12
0
1661195 106/106 F 258,400.00 ZZ
180 257,610.99 1
6280 GINASHELL CIRCLE 7.375 2,377.09 80
7.125 2,377.09 323,000.00
SAN JOSE CA 95119 2 10/24/97 00
6527253 05 12/01/97 0
6527253 O 11/01/12
0
1661196 106/106 F 259,000.00 T
180 258,182.86 1
24 FONTENAY CIRCLE 7.000 2,327.97 70
6.750 2,327.97 370,000.00
LITTLE ROCK AR 72211 2 10/14/97 00
7907918 03 12/01/97 0
7907918 O 11/01/12
0
1661737 106/106 F 350,000.00 ZZ
180 348,919.56 1
3004 VIA BUENA 7.250 3,195.02 48
7.000 3,195.02 730,000.00
PALOS VERDES ES CA 90274 1 09/30/97 00
7900913 05 12/01/97 0
7900913 O 11/01/12
0
1
1662194 A52/G01 F 115,500.00 ZZ
180 115,135.60 1
121 SHYREWOOD DRIVE 7.000 1,038.15 70
6.750 1,038.15 165,000.00
LAWRENCEVILLE GA 30243 2 10/23/97 00
0430500835 03 12/01/97 0
7399064180 O 11/01/12
0
1662383 003/G01 F 175,300.00 ZZ
180 175,300.00 1
10946 NW 49 DRIVE 7.875 1,662.64 75
7.625 1,662.64 233,750.00
CORAL SPRINGS FL 33076 1 11/24/97 00
0430505628 03 01/01/98 0
3849023 O 12/01/12
0
1662509 491/491 F 265,600.00 ZZ
180 265,600.00 1
2317 STONE RIDGE DRIVE 7.000 2,387.29 80
6.750 2,387.29 332,000.00
ARLINGTON TX 76006 1 11/10/97 00
63542331 03 01/01/98 0
63542331 O 12/01/12
0
1662520 429/429 F 292,800.00 ZZ
180 292,800.00 1
1891 JULIAN LANE 7.250 2,672.87 80
7.000 2,672.87 366,000.00
MERRICK NY 11566 1 11/20/97 00
62777459 05 01/01/98 0
62777459 O 12/01/12
0
1662523 429/429 F 275,000.00 ZZ
180 275,000.00 1
9 STARWOOD CROSSING 7.875 2,608.24 75
7.625 2,608.24 371,000.00
ANDOVER MA 01810 5 11/14/97 00
63427630 05 01/01/98 0
63427630 O 12/01/12
0
1662527 429/429 F 240,000.00 ZZ
180 240,000.00 1
1
5423 ORION 7.500 2,224.83 51
7.250 2,224.83 475,000.00
OAKLAND TWP MI 48306 5 11/07/97 00
63001535 05 01/01/98 0
63001535 O 12/01/12
0
1662786 267/267 F 255,000.00 ZZ
180 255,000.00 1
150 KUSS RD 7.000 2,292.02 42
6.750 2,292.02 620,000.00
DANVILLE CA 94526 2 11/08/97 00
4412283 05 01/01/98 0
4412283 O 12/01/12
0
1662799 450/450 F 236,000.00 T
180 236,000.00 1
700 SCOTTS BAY 7.250 2,154.36 80
7.000 2,154.36 295,000.00
KOEHLER TWP MI 49749 1 11/19/97 00
4407532 05 01/01/98 0
4407532 O 12/01/12
0
1662885 964/G01 F 364,000.00 ZZ
180 364,000.00 1
465 CORONA AVENUE 7.000 3,271.74 80
6.750 3,271.74 455,000.00
LAGUNITAS CA 94938 1 11/18/97 00
0430504886 05 01/01/98 0
29446 O 12/01/12
0
1663031 943/943 F 300,000.00 ZZ
180 299,073.91 1
53 CREEK VIEW CIRCLE 7.250 2,738.59 60
7.000 2,738.59 499,990.00
LARKSPUR CA 94939 1 10/16/97 00
7080062894 03 12/01/97 0
7080062894 O 11/01/12
0
1663033 943/943 F 426,000.00 ZZ
180 424,684.95 1
4500 DRUMMOND AVENUE 7.250 3,888.80 58
7.000 3,888.80 735,000.00
CHEVY CHASE MD 20815 2 10/27/97 00
7568900177 05 12/01/97 0
1
7568900177 O 11/01/12
0
1663034 943/943 F 266,000.00 ZZ
180 263,548.38 1
824 COVENTRY COURT 7.375 2,447.00 68
7.125 2,447.00 395,000.00
SUNNYVALE CA 94087 2 08/19/97 00
7080057331 05 10/01/97 0
7080057331 O 09/01/12
0
1663458 403/403 F 321,000.00 ZZ
180 321,000.00 1
15 GREAT HILL ROAD 7.125 2,907.72 77
6.875 2,907.72 420,000.00
NEWTOWN CT 06470 2 11/20/97 00
6596324 05 01/01/98 0
6596324 O 12/01/12
0
TOTAL NUMBER OF LOANS : 438
TOTAL ORIGINAL BALANCE : 134,247,358.51
TOTAL PRINCIPAL BALANCE : 133,138,401.41
TOTAL ORIGINAL P+I : 1,237,781.85
TOTAL CURRENT P+I : 1,237,781.85
***************************
* END OF REPORT *
***************************
<PAGE>
1
RUN ON : 12/18/97 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 10.05.07 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1997-S21 CUTOFF : 12/01/97
POOL : 0004278
:
:
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
------------------------------------------------------------------------------
1607871 .2500
321,905.95 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1611383 .2500
364,198.32 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1612786 .2500
404,168.49 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
6.5000 1.4700
1615989 .2500
335,120.93 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
6.5000 1.4700
1616073 .2500
440,650.39 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1620133 .2500
590,923.99 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1
1622408 .2500
368,857.83 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1622894 .2500
258,407.36 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1627757 .2500
309,032.55 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1632436 .2500
393,780.65 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1633705 .2500
469,444.65 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1635143 .2500
450,851.70 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1636323 .2500
397,549.78 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1636689 .2500
394,817.09 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1
1639115 .2500
566,658.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1639152 .2500
382,742.68 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1639161 .2500
546,630.94 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1639202 .2500
590,843.39 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1639217 .2500
421,125.21 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1639265 .2500
298,297.78 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
6.5000 1.4700
1639282 .2500
507,432.61 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1641352 .2500
250,456.35 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1
1642489 .2500
352,819.40 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1643578 .2500
318,719.72 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1643597 .2500
443,033.46 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1643612 .2500
229,752.64 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1643634 .2500
236,990.69 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1644002 .2500
131,583.55 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1644065 .2500
100,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1644461 .2500
341,892.80 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1
1644463 .2500
795,152.70 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1644465 .2500
258,354.63 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1644470 .2500
552,631.13 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1644482 .2500
248,468.61 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1644483 .2500
326,198.66 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1644484 .2500
238,464.69 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5000 .0950
1646639 .2500
555,053.38 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1646782 .2500
405,075.49 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1
1647045 .2500
213,054.45 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1647049 .2500
378,877.32 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1647050 .2500
290,130.74 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1647052 .2500
298,087.02 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1647053 .2500
248,451.81 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1647745 .2500
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6.5000 .4700
1659212 .2500
370,152.95 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1659308 .2500
272,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1659329 .2500
305,065.65 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1
1659436 .2500
251,213.56 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1659723 .2500
990,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1659728 .2500
117,627.71 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1660011 .2500
298,298.33 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
6.5000 1.4700
1660061 .2500
260,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1660116 .2500
403,200.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1660250 .2500
282,923.92 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1660256 .2500
275,157.26 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1
1660348 .2500
132,864.92 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
6.5000 1.2200
1660349 .2500
109,636.87 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1660353 .2500
139,560.22 .0300
7.0500 .0000
6.8000 .0000
6.7700 .0000
6.5000 .2700
1660354 .2500
103,284.36 .0300
7.4000 .0000
7.1500 .0000
7.1200 .0000
6.5000 .6200
1660355 .2500
423,716.44 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1660363 .2500
69,795.46 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1660364 .2500
246,768.78 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1660365 .2500
138,349.03 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
6.5000 1.2200
1
1660366 .2500
200,000.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1660470 .2500
109,664.12 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1660471 .2500
97,215.10 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1660474 .2500
169,496.19 .0300
7.7150 .0000
7.4650 .0000
7.4350 .0000
6.5000 .9350
1660477 .2500
150,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1660485 .2500
188,410.16 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1660515 .2500
111,750.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1660550 .2500
164,014.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1
1660581 .2500
239,267.18 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1660681 .2500
353,939.56 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1660682 .2500
273,351.86 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1660684 .2500
249,468.91 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1660685 .2500
230,578.85 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1660686 .2500
278,358.31 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1660688 .2500
233,707.32 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1660691 .2500
548,655.36 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1
1660693 .2500
238,561.62 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1660821 .2500
96,305.68 .0300
7.4000 .0000
7.1500 .0000
7.1200 .0000
6.5000 .6200
1660827 .2500
183,750.00 .0300
7.7150 .0000
7.4650 .0000
7.4350 .0000
6.5000 .9350
1661184 .2500
380,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1661187 .2500
264,145.61 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1661190 .2500
239,259.12 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1661192 .2500
290,301.07 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1661193 .2500
267,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1
1661195 .2500
257,610.99 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1661196 .2500
258,182.86 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1661737 .2500
348,919.56 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1662194 .2500
115,135.60 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1662383 .2500
175,300.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1662509 .2500
265,600.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1662520 .2500
292,800.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1662523 .2500
275,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1
1662527 .2500
240,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1662786 .2500
255,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1662799 .2500
236,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1662885 .2500
364,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1663031 .2500
299,073.91 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1663033 .2500
424,684.95 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1663034 .2500
263,548.38 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1
1663458 .2500
321,000.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
TOTAL NUMBER OF LOANS: 438
TOTAL BALANCE........: 133,138,401.41
1
RUN ON : 12/18/97 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 10.05.07 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1997-S21 FIXED SUMMARY REPORT CUTOFF : 12/01/97
POOL : 0004278
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
------------------------------------------------------------------------------
CURR NOTE RATE 7.3861 6.2500 8.2500
RFC NET RATE 7.1361 6.0000 8.0000
NET MTG RATE(INVSTR RATE) 7.1061 5.9700 7.9700
POST STRIP RATE 6.4955 5.9700 6.5000
SUB SERV FEE .2500 .2500 .2500
MSTR SERV FEE .0300 .0300 .0300
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .6106 .0000 1.4700
TOTAL NUMBER OF LOANS: 438
TOTAL BALANCE........: 133,138,401.41
***************************
* END OF REPORT *
***************************
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:
<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.
G-2
<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
G-3
<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.
G-4
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer
and Residential Funding have executed this Seller/Servicer Contract as of the
date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING CORPORATION
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
G-5
<PAGE>
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed
of Trust
[ ] Title Insurance Policy
[ ] Other:
Name
Title
Date
AM
<PAGE>
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Mortgage Pass-Through Certificates, Series 1997-S21,
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
<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
I-1-2
<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 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 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.
I-1-3
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on
its behalf, pursuant to the authority of its Board of Directors, by its [Title
of Officer] and its corporate seal to be hereunto attached, attested by its
[Assistant] Secretary, this ____ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer] of the Owner, and acknowledged to me that he executed
the same as his free act and deed and the free act and deed of the Owner.
Subscribed and sworn before me this ____ day of ________________, 199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the
____ day of
_______________, 19__.
I-1-4
<PAGE>
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1997-S21
Re: Mortgage Pass-Through Certificates,
Series 1997-S21, Class R
Ladies and Gentlemen:
This letter is delivered to you in connection with the
transfer by _______________________________ (the "Seller") to
_______________________________ (the "Purchaser") of $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1997-S21, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 1997 among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer, and
The First National Bank of Chicago, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Seller hereby certifies, represents and
warrants to, and covenants with, the Company and the Trustee that:
1. No purpose of the Seller relating to the transfer of the
Certificate by the Seller to the Purchaser is or will be to impede the
assessment or collection of any tax.
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
<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:
I-2-2
<PAGE>
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1997-S21
Re: Mortgage Pass-Through Certificates,
Series-S21, [Class B-]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1997-S21, Class __ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 1997 among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer (the
"Master Servicer"), and The First National Bank of Chicago, as trustee (the
"Trustee"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby
certifies, represents and warrants to, and covenants with, the Company, the
Trustee and the Master Servicer that:
1. The Purchaser understands that (a) the Certificates
have not been and will not be registered or qualified under
the Securities Act of 1933, as amended (the "Act") or any
state securities law, (b) the Company is not required to so
register or qualify the Certificates, (c) the Certificates
may be resold only if registered and qualified pursuant to
the provisions of the Act or any state securities law, or if
an exemption from such registration and qualification is
available, (d) the Pooling and Servicing Agreement contains
restrictions regarding the transfer of the Certificates and
(e) the Certificates will bear a legend to the foregoing
effect.
<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 that
would require registration or qualification pursuant
thereto. The Purchaser
J-2
<PAGE>
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 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.
J-3
<PAGE>
Very truly yours,
(Purchaser)
By:
Name:
Title:
J-4
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
______________________ , 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1997-S21
Re: Mortgage Pass-Through Certificates,
Series 1997-S21, [Class B-]
Ladies and Gentlemen:
In connection with the sale by (the "Seller") to (the
"Purchaser") of $ Initial Certificate Principal Balance of Mortgage Pass-Through
Certificates, Series 1997-S21, Class __ (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of December 1, 1997 among Residential Funding Mortgage Securities I,
Inc., as seller (the "Company"), Residential Funding Corporation, as master
servicer, and The First National Bank of Chicago, as trustee (the "Trustee").
The Seller hereby certifies, represents and warrants to, and covenants with, the
Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act, in any manner set forth in the foregoing sentence with
<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 December 1, 1997 among
Residential Funding Corporation as Master Servicer, Residential Funding Mortgage
Securities I, Inc. as depositor pursuant to Section 5.02 of the Agreement and
The First National Bank of Chicago, as trustee, as follows:
a. The Buyer understands that the Rule 144A Securities
have not been registered under the 1933 Act or the securities laws of
any state.
b. The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable of
evaluating the merits and risks of investment in the Rule 144A
Securities.
c. The Buyer has been furnished with all information
regarding the Rule 144A Securities that it has requested from the
Seller, the Trustee or the Servicer.
<PAGE>
d. Neither the Buyer nor anyone acting on its behalf
has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any
other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security
from, or otherwise approached or negotiated with respect to the Rule
144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or
taken any other action, that would constitute a distribution of the
Rule 144A Securities under the 1933 Act or that would render the
disposition of the Rule 144A Securities a violation of Section 5 of the
1933 Act or require registration pursuant thereto, nor will it act, nor
has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as
that term is defined in Rule 144A under the 1933 Act and has completed
either of the forms of certification to that effect attached hereto as
Annex 1 or Annex 2. The Buyer is aware that the sale to it is being
made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A
Securities for its own account or the accounts of other qualified
institutional buyers, understands that such Rule 144A Securities may be
resold, pledged or transferred only (i) to a person reasonably believed
to be a qualified institutional buyer that purchases for its own
account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the 1933 Act.
3. The Buyer
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
<PAGE>
(the "Amount Available") shall be equal to the lesser of (X) minus the sum of
(i) all previous payments made under subsections (a) and (b) hereof and (ii) all
draws under the Limited Guaranty made in lieu of such payments as described
below in subsection (d) and (Y) the then outstanding Certificate Principal
Balances of the Class B Certificates, or such lower amount as may be established
pursuant to Section 12.02. Residential Funding's obligations as described in
this Section are referred to herein as the "Subordinate Certificate Loss
Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this
Section or amounts paid under the Limited Guaranty shall be deposited directly
in the Certificate Account, for distribution on the Distribution Date for such
month to the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion,
to substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 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
M-2
<PAGE>
the Limited Guaranty or Subordinate Certificate Loss Obligation pursuant to this
Section shall be accompanied by a written Opinion of Counsel to the substitute
guarantor or obligor, addressed to the Master Servicer and the Trustee, that
such substitute instrument constitutes a legal, valid and binding obligation of
the substitute guarantor or obligor, enforceable in accordance with its terms,
and concerning such other matters as the Master Servicer and the Trustee shall
reasonably request. Neither the Company, the Master Servicer nor the Trustee
shall be obligated to substitute for or replace the Limited Guaranty or
Subordinate Certificate Loss Obligation under any circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article
XII may be amended, superseded or deleted, (ii) the Limited Guaranty or
Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and
(iii) any other provision of this Agreement which is related or incidental to
the matters described in this Article XII may be amended in any manner; in each
case by written instrument executed or consented to by the Company and
Residential Funding but without the consent of any Certificateholder and without
the consent of the Master Servicer or the Trustee being required unless any such
amendment would impose any additional obligation on, or otherwise adversely
affect the interests of, the Master Servicer or the Trustee, as applicable;
provided that the Company shall also obtain a letter from each nationally
recognized credit rating agency that rated the Class B Certificates at the
request of the Company to the effect that such amendment, reduction, deletion or
cancellation will not lower the rating on the Class B Certificates below the
lesser of (a) the then-current rating assigned to the Class B Certificates by
such rating agency and (b) the original rating assigned to the Class B
Certificates by such rating agency, unless (A) the Holder of 100% of the Class B
Certificates is Residential Funding or an Affiliate of Residential Funding, or
(B) such amendment, reduction, deletion or cancellation is made in accordance
with Section 11.01(e) and, provided further that the Company obtains (subject to
the provisions of Section 10.01(f) as if the Company was substituted for the
Master Servicer solely for the purposes of such provision), in the case of a
material amendment or supersession (but not a reduction, cancellation or
deletion of the Limited Guaranty or the Subordinate Certificate Loss
Obligation), an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such amendment or supersession will not cause
either (a) any federal tax to be imposed on 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 1997-S21
________________ , 199__
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1997-S21
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 December 1, 1997 (the "Servicing Agreement"),
among Residential Funding Mortgage Securities I, Inc. (the "Company"),
Residential Funding and The First National Bank of Chicago (the "Trustee") as
amended by Amendment No. ___ thereto, dated as of ________, with respect to the
Mortgage Pass-Through Certificates, Series 1997-S21 (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
<PAGE>
subsidiary, in any case prior to the related Distribution Date, such moneys as
may be required by Residential Funding to perform its Subordinate Certificate
Loss Obligation when and as the same arises from time to time upon the demand of
the Trustee in accordance with Section 12.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall
be absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part of
Residential Funding, the Trustee or any other person in asserting or enforcing
any rights or in making any claims or demands hereunder. Any defective or
partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited Guaranty may be
modified, amended or terminated only by the written agreement of GMAC and the
Trustee and only if such modification, amendment or termination is permitted
under Section 12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long as the
Servicing Agreement is not modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
4. Successor. Except as otherwise expressly provided herein, the guarantee
herein set forth shall be binding upon GMAC and its respective successors.
5. Governing Law. This Limited Guaranty shall be governed by the laws of
the State of New York.
6. Authorization and Reliance. GMAC understands that a copy of this Limited
Guaranty shall be delivered to the Trustee in connection with the execution of
Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the
Company and the Trustee to rely on the covenants and agreements set forth
herein.
7. Definitions. Capitalized terms used but not otherwise defined herein
shall have the meaning given them in the Servicing Agreement.
N-2
<PAGE>
8. Counterparts. This Limited Guaranty may be executed in any number of
counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to
be executed and delivered by its respective officers thereunto duly authorized
as of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
THE FIRST NATIONAL BANK OF CHICAGO,
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
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1997-S21
Re: Mortgage Pass-Through Certificates, Series 1997-S21
Assignment of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the
assignment by _________________ (the "Trustee") to _______________________ (the
"Lender") of _______________ (the "Mortgage Loan") pursuant to Section 3.13(d)
of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of December 1, 1997 among Residential Funding Mortgage Securities I,
Inc., as seller (the "Company"), Residential Funding Corporation, as master
servicer, and the Trustee. All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement. The Lender
hereby certifies, represents and warrants to, and covenants with, the Master
Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is solely to
comply with, or facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be
modified to have a rate of interest at least 0.25 percent below or above the
rate of interest on such Mortgage Loan prior to such proposed assignment; and
<PAGE>
(iv) such assignment is at the request of the borrower under the
related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
M
O-2
<PAGE>
EXHIBIT P
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1648623 282,107.14 5.970 8.1538461538% 23,002.58
1648520 256,582.33 6.345 2.3846153846% 6,118.50
1648562 376,264.02 6.345 2.3846153846% 8,972.45
1648579 247,542.14 6.345 2.3846153846% 5,902.93
1648620 336,657.32 6.345 2.3846153846% 8,027.98
1648656 316,963.60 6.345 2.3846153846% 7,558.36
1654226 423,614.87 6.345 2.3846153846% 10,101.59
1654642 346,865.83 6.345 2.3846153846% 8,271.42
1633705 469,444.65 6.470 0.4615384615% 2,166.67
1648529 296,098.35 6.470 0.4615384615% 1,366.61
1648650 328,936.04 6.470 0.4615384615% 1,518.17
1648654 257,821.97 6.470 0.4615384615% 1,189.95
1648694 303,774.88 6.470 0.4615384615% 1,402.04
1648704 299,032.77 6.470 0.4615384615% 1,380.15
1650775 299,032.77 6.470 0.4615384615% 1,380.15
1653757 295,109.14 6.470 0.4615384615% 1,362.04
1657277 279,936.83 6.470 0.4615384615% 1,292.02
1661187 264,145.61 6.470 0.4615384615% 1,219.13
$5,679,930.26 1.6238355974% $92,232.73
P-1
<PAGE>
EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[Date]
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Re: Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates, Series 1997-S21
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
December 1, 1997, among Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and The First National Bank of Chicago, as
trustee.
RESIDENTIAL FUNDING CORPORATION
By:
Name:
Title:
Q-1
<PAGE>
