SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 30, 1998
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under a Pooling and
Servicing Agreement, dated as of July 1, 1998, providing for, inter alia, the
issuance of Mortgage Pass-Through Certificates, Series 1998-S16)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-57481 75-2006294
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
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 July 1, 1998,
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: Diane S. Wold
Title: Vice President
Dated: July 30, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/Diane S. Wold
Name: Diane M. Wold
Title: Vice President
Dated: July 30, 1998
<PAGE>
EXHIBITS
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of July 1, 1998
Mortgage Pass-Through Certificates
Series 1998-S16
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS..........................................................3
Section 1.01. Definitions......................................................3
Accrued Certificate Interest..........................................3
Addendum and Assignment Agreement.....................................4
Additional Collateral.................................................4
Additional Collateral Loan............................................4
Adjusted Mortgage Rate................................................4
Advance...............................................................4
Affiliate.............................................................4
Agreement.............................................................4
Amount Held for Future Distribution...................................4
Appraised Value.......................................................4
Assignment............................................................5
Assignment Agreement..................................................5
Assignment of Proprietary Lease.......................................5
Available Distribution Amount.........................................5
Bankruptcy Amount.....................................................5
Bankruptcy Code.......................................................6
Bankruptcy Loss.......................................................6
Book-Entry Certificate................................................6
Business Day..........................................................6
Buydown Funds.........................................................6
Buydown Mortgage Loan.................................................6
Cash Liquidation......................................................6
Certificate...........................................................6
Certificate Account...................................................6
Certificate Account Deposit Date......................................7
Certificateholder or Holder...........................................7
Certificate Owner.....................................................7
Certificate Principal Balance.........................................7
Certificate Register and Certificate Registrar........................8
Class.................................................................8
Class A Certificate...................................................8
Class A-4 Collection Shortfall........................................8
Class A-4 Principal Distribution Amount...............................8
Class B Certificate...................................................8
Class B Percentage....................................................8
Class B-1 Percentage..................................................8
Class B-1 Prepayment Distribution Trigger.............................9
Class B-2 Percentage..................................................9
Class B-2 Prepayment Distribution Trigger.............................9
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Page
Class B-3 Percentage..................................................9
Class B-3 Prepayment Distribution Trigger.............................9
Class M Certificate...................................................9
Class M Percentage....................................................9
Class M-1 Percentage..................................................9
Class M-2 Percentage.................................................10
Class M-2 Prepayment Distribution Trigger............................10
Class M-3 Percentage.................................................10
Class M-3 Prepayment Distribution Trigger............................10
Class R Certificate..................................................10
Closing Date.........................................................10
Code ................................................................10
Compensating Interest................................................10
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
DCR ................................................................11
Debt Service Reduction...............................................11
Defaulted Mortgage Loss..............................................11
Deficient Valuation..................................................11
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...............................................12
Disqualified Organization............................................12
Distribution Date....................................................13
Due Date.............................................................13
Due Period...........................................................13
Eligible Account.....................................................13
Eligible Funds.......................................................13
Event of Default.....................................................14
Excess Bankruptcy Loss...............................................14
Excess Fraud Loss....................................................14
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Page
Excess Special Hazard Loss...........................................14
Excess Subordinate Principal Amount..................................14
Extraordinary Events.................................................14
Extraordinary Losses.................................................15
FDIC ................................................................15
FHLMC................................................................15
Final Distribution Date..............................................15
FNMA ................................................................15
Foreclosure Profits..................................................15
Fraud Loss Amount....................................................15
Fraud Losses.........................................................16
Independent..........................................................16
Initial Certificate Principal Balance................................16
Initial Monthly Payment Fund.........................................16
Initial Notional Amount..............................................16
Insurance Proceeds...................................................16
Insurer..............................................................16
Interest Accrual Period..............................................17
Late Collections.....................................................17
Liquidation Proceeds.................................................17
Loan-to-Value Ratio..................................................17
Lockout Prepayment Percentage........................................17
Maturity Date........................................................17
MLCC ................................................................17
Modified Mortgage Loan...............................................17
Modified Net Mortgage Rate...........................................17
Monthly Payment......................................................17
Moody's..............................................................17
Mortgage.............................................................18
Mortgage 100SM Loan..................................................18
Mortgage File........................................................18
Mortgage Loan Schedule...............................................18
Mortgage Loans.......................................................19
Mortgage Note........................................................19
Mortgage Rate........................................................19
Mortgaged Property...................................................19
Mortgagor............................................................19
Net Mortgage Rate....................................................19
Non-Discount Mortgage Loan...........................................19
Non-Primary Residence Loans..........................................19
Non-United States Person.............................................19
Nonrecoverable Advance...............................................19
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Page
Nonsubserviced Mortgage Loan.........................................19
Notional Amount......................................................20
Opinion of Counsel...................................................20
Original Senior Percentage...........................................20
Outstanding Mortgage Loan............................................20
Ownership Interest...................................................20
Parent PowerSM Loan..................................................20
Pass-Through Rate....................................................20
Paying Agent.........................................................21
Percentage Interest..................................................21
Permitted Investments................................................21
Permitted Transferee.................................................22
Person...............................................................22
Pledged Asset Mortgage Servicing Agreement...........................22
Pool Stated Principal Balance........................................23
Pool Strip Rate......................................................23
Prepayment Assumption................................................23
Prepayment Distribution Percentage...................................23
Prepayment Distribution Trigger......................................24
Prepayment Interest Shortfall........................................24
Prepayment Lockout Certificates......................................24
Prepayment Period....................................................24
Primary Insurance Policy.............................................24
Principal Prepayment.................................................25
Principal Prepayment in Full.........................................25
Program Guide........................................................25
Purchase Price.......................................................25
Qualified Substitute Mortgage Loan...................................25
Rating Agency........................................................26
Realized Loss........................................................26
Record Date..........................................................26
Regular Certificate..................................................26
REMIC................................................................26
REMIC Administrator..................................................27
REMIC Provisions.....................................................27
REO Acquisition......................................................27
REO Disposition......................................................27
REO Imputed Interest.................................................27
REO Proceeds.........................................................27
REO Property.........................................................27
Request for Release..................................................27
Required Insurance Policy............................................27
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Page
Required Surety Payment..............................................27
Residential Funding..................................................28
Responsible Officer..................................................28
Schedule of Discount Fractions.......................................28
Seller...............................................................28
Seller's Agreement...................................................28
Senior Accelerated Distribution Percentage...........................28
Senior Certificates..................................................29
Senior Interest Distribution Amount..................................29
Senior Percentage....................................................29
Senior Principal Distribution Amount.................................29
Servicing Accounts...................................................29
Servicing Advances...................................................30
Servicing Fee........................................................30
Servicing Officer....................................................30
Servicing Modification...............................................30
Special Hazard Amount................................................30
Special Hazard Loss..................................................31
Standard & Poor's....................................................31
Stated Principal Balance.............................................31
Subclass.............................................................31
Subclass Notional Amount.............................................31
Subordinate Percentage...............................................31
Subordinate Principal Distribution Amount............................31
Subserviced Mortgage Loan............................................32
Subservicer..........................................................32
Subservicer Advance..................................................32
Subservicing Account.................................................32
Subservicing Agreement...............................................32
Subservicing Fee.....................................................32
Surety...............................................................33
Surety Bond..........................................................33
Tax Returns..........................................................33
Transfer.............................................................33
Transferee...........................................................33
Transferor...........................................................33
Uncertificated Accrued Interest......................................34
Uncertificated Notional Amount.......................................34
Uncertificated Pass-Through Rate.....................................34
Uncertificated REMIC Regular Interest Pool Strip Rate................34
Uncertificated REMIC Regular Interests...............................34
Uncertificated REMIC Regular Interest Distribution Amount............34
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Page
Uniform Single Attestation Program for Mortgage Bankers..............34
Uninsured Cause......................................................34
United States Person.................................................34
Voting Rights........................................................35
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;ORIGINAL ISSUANCE OF
CERTIFICATES..................................................................36
Section 2.01. Conveyance of Mortgage Loans...................................36
Section 2.02. Acceptance by Trustee..........................................39
Section 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Company............................................41
Section 2.04. Representations and Warranties of Sellers......................45
Section 2.05. Execution and Authentication of Certificates...................46
ARTICLE III ADMINISTRATION AND SERVICINGOF MORTGAGE LOANS.....................48
Section 3.01. Master Servicer to Act as Servicer.............................48
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations..........49
Section 3.03. Successor Subservicers.........................................50
Section 3.04. Liability of the Master Servicer...............................50
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.............................................51
Section 3.06. Assumption or Termination of Subservicing Agreements by
Trustee.......................................................51
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account..............................................51
Section 3.08. Subservicing Accounts; Servicing Accounts......................54
Section 3.09. Access to Certain Documentation and Information Regarding the
Mortgage Loans.................................................55
Section 3.10. Permitted Withdrawals from the Custodial Account...............55
Section 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder.....................................................57
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.......................................................58
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments................................59
Section 3.14. Realization Upon Defaulted Mortgage Loans......................61
Section 3.15. Trustee to Cooperate; Release of Mortgage Files................64
Section 3.16. Servicing and Other Compensation; Compensating Interest........65
Section 3.17. Reports to the Trustee and the Company.........................66
Section 3.18. Annual Statement as to Compliance..............................66
Section 3.19. Annual Independent Public Accountants' Servicing Report........67
Section 3.20. Rights of the Company in Respect of the Master Servicer........67
vi
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Page
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS.....................................68
Section 4.01. Certificate Account............................................68
Section 4.02. Distributions..................................................68
Section 4.03. Statements to Certificateholders...............................77
Section 4.04. Distribution of Reports to the Trustee and the Company; Advances
by the Master Servicer........................................79
Section 4.05. Allocation of Realized Losses..................................80
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property..82
Section 4.07. Optional Purchase of Defaulted Mortgage Loans..................82
Section 4.08. Distributions on the Uncertificated REMIC Regular Interests....82
Section 4.09. Compliance with Withholding Requirements........................83
Section 4.10. Surety Bond.....................................................83
ARTICLE V THE CERTIFICATES....................................................84
Section 5.01. The Certificates...............................................84
Section 5.02. Registration of Transfer and Exchange of Certificates..........86
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates..............91
Section 5.04. Persons Deemed Owners..........................................91
Section 5.05. Appointment of Paying Agent....................................91
Section 5.06. Optional Purchase of Certificates..............................92
ARTICLE VI THE COMPANY AND THE MASTER SERVICER................................94
Section 6.01. Respective Liabilities of the Company and the Master Servicer..94
Section 6.02. Merger or Consolidation of the Company or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master
Servicer......................................................94
Section 6.03. Limitation on Liability of the Company, the Master
Servicer and Others...........................................95
Section 6.04. Company and Master Servicer Not to Resign......................96
ARTICLE VII DEFAULT...........................................................97
Section 7.01. Events of Default..............................................97
Section 7.02. Trustee or Company to Act; Appointment of Successor............99
Section 7.03. Notification to Certificateholders.............................99
Section 7.04. Waiver of Events of Default...................................100
ARTICLE VIII CONCERNING THE TRUSTEE..........................................101
Section 8.01. Duties of Trustee.............................................101
Section 8.02. Certain Matters Affecting the Trustee.........................102
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.........104
Section 8.04. Trustee May Own Certificates..................................104
vii
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Page
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification..............................................104
Section 8.06. Eligibility Requirements for Trustee..........................105
Section 8.07. Resignation and Removal of the Trustee........................105
Section 8.08. Successor Trustee.............................................106
Section 8.09. Merger or Consolidation of Trustee............................107
Section 8.11. Appointment of Custodians.....................................108
Section 8.12. Appointment of Office or Agency...............................108
ARTICLE IX TERMINATION.......................................................110
Section 9.01. Termination Upon Purchase by the Master Servicer or the Company
or Liquidation of All Mortgage Loans..........................110
Section 9.02. Additional Termination Requirements...........................112
ARTICLE X REMIC PROVISIONS...................................................114
Section 10.01. REMIC Administration..........................................114
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification................................117
ARTICLE XI [RESERVED]........................................................118
ARTICLE XII MISCELLANEOUS PROVISIONS.........................................119
Section 12.01. Amendment....................................................119
Section 12.02. Recordation of Agreement; Counterparts.......................121
Section 12.03 . Limitation on Rights of Certificateholders...................122
Section 12.04. Governing Law................................................122
Section 12.05. Notices......................................................122
Section 12.06. Notices to Rating Agency.....................................123
Section 12.07. Severability of Provisions...................................124
Section 12.08. Supplemental Provisions for Resecuritization.................124
viii
<PAGE>
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J-1: Form of Investor Representation Letter
Exhibit J-2: Form of ERISA Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation Letter
Exhibit M: Text of Amendment to Pooling and Servicing Agreement Pursuant
to Section 12.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit P: Schedule of Discount Fractions
Exhibit Q: Form of Request for Exchange
ix
<PAGE>
This is a Pooling and Servicing Agreement, dated as of July 1, 1998,
among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the company (together
with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and 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 A-3, Class A-4,
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-5 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.
<PAGE>
<TABLE>
<CAPTION>
Aggregate Initial
Certificate
Pass-Through Principal Maturity
Designation Rate Balance Features Date S&P DCR
<S> <C> <C> <C> <C> <C> <C>
Class A-1 6.50% $ 30,019,419.00 Prepayment Lockout/Senior July 25, 2013 AAA AAA
Class A-2 6.50% $ 115,960,902.00 Senior July 25, 2013 AAA AAA
Class A-3 6.50% $ 4,116,679.00 Senior July 25, 2013 AAA AAA
Class A-4 0.00% $ 452,575.86 Principal Only/Senior July 25, 2013 AAAr AAA
Class A-5 Variable $ 0.00 Variable Strip/Interest July 25, 2013 AAAr AAA
Only/Senior
Class R 6.50% $ 100.00 Residual/Senior July 25, 2013 AAA AAA
Class M-1 6.50% $ 1,075,000.00 Mezzanine July 25, 2013 AA N/A
Class M-2 6.50% $ 384,000.00 Mezzanine July 25, 2013 A N/A
Class M-3 6.50% $ 768,000.00 Mezzanine July 25, 2013 BBB N/A
Class B-1 6.50% $ 307,200.00 Subordinate July 25, 2013 BB N/A
Class B-2 6.50% $ 230,400.00 Subordinate July 25, 2013 B N/A
Class B-3 6.50% $ 230,403.90 Subordinate July 25, 2013 N/A N/A
</TABLE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal
to $153,544,679.76. 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-4 and Class A-5 Certificates),
any Class M Certificate, any Class B Certificate or any Class R Certificate,
interest accrued during the related Interest Accrual Period at the related
Pass-Through Rate on the Certificate Principal Balance thereof immediately prior
to such Distribution Date. With respect to each Distribution Date, as to the
Class A-5 Certificates (other than any Subclass of the Class A-5 Certificates),
interest accrued 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-5 Certificates issued
pursuant to Section 5.01(c), interest accrued during the related Interest
Accrual Period at the related Pass-Through Rate on the Subclass Notional Amount.
Accrued Certificate Interest will be calculated on the basis of a 360-day year
consisting of twelve 30-day months. In each case Accrued Certificate Interest on
any Class of Certificates will be reduced by the amount of (i) Prepayment
Interest Shortfalls (to the extent not offset by the Master Servicer with a
payment of Compensating Interest as provided in Section 4.01), (ii) the interest
portion (adjusted to the Net Mortgage Rate) of Realized Losses (including Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses) not allocated solely to one or more specific Classes of
Certificates pursuant to Section 4.05, (iii) the interest portion of Advances
previously made with respect to a Mortgage Loan or REO Property which remained
unreimbursed following the Cash Liquidation or REO Disposition of such Mortgage
Loan or REO Property that were made with respect to delinquencies that were
ultimately determined to be Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses and (iv) any other interest
shortfalls not covered by the subordination provided by the Class M Certificates
and Class B Certificates, including interest that is not collectible from the
Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations as in effect from time to time,
with all such reductions allocated among all of the Certificates in proportion
to their respective amounts of Accrued Certificate Interest payable on such
Distribution Date which would have resulted absent such reductions. Any portion
of the reductions described in the immediately preceding sentence that are
allocated to the Class A-5 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.
3
<PAGE>
Addendum and Assignment Agreement: The Addendum and Assignment Agreement,
dated as of January 31, 1995, between MLCC and the Master Servicer.
Additional Collateral: With respect to any Mortgage 100SM Loan, the
marketable securities held from time to time as security for the repayment of
such Mortgage 100SM Loan and any related collateral. With respect to any Parent
PowerSM Loan, the third-party guarantee for such Parent PowerSM Loan, together
with (i) any marketable securities held from time to time as security for the
performance of such guarantee and any related collateral or (ii) any mortgaged
property securing the performance of such guarantee, the related home equity
line of credit loan and any related collateral.
Additional Collateral Loan: Each Mortgage Loan that is supported by
Additional Collateral.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of
determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the total
of the amounts held in the Custodial Account at the close of business on the
preceding Determination Date on account of (i) Liquidation Proceeds, Insurance
Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant to
Section 2.02, 2.03 or 2.04 and Mortgage Loan substitutions made pursuant to
Section 2.03 or 2.04 received or made in the month of such Distribution Date
(other than such Liquidation Proceeds, Insurance Proceeds and purchases of
Mortgage Loans that the Master Servicer has deemed to have been received in the
preceding month in accordance with Section 3.07(b)) and (ii) payments which
represent early receipt of scheduled payments of principal and interest due on a
date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified
4
<PAGE>
Mortgage Loan as to which it is either the appraised value determined above or
the appraised value determined in an appraisal at the time of refinancing or
modification, as the case may be.
Assignment: An assignment of the Mortgage, notice of transfer or equivalent
instrument, in recordable form, sufficient under the laws of the jurisdiction
wherein the related Mortgaged Property is located to reflect of record the sale
of the Mortgage Loan to the Trustee for the benefit of the Certificateholders,
which assignment, notice of transfer or equivalent instrument may be in the form
of one or more blanket assignments covering Mortgages secured by Mortgaged
Properties located in the same county, if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated July
30, 1998, 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),
(iv) any amount deposited in the Certificate Account pursuant to Section 4.07
and (v) any amount received by the Trustee pursuant to the Surety Bond in
respect of such Distribution Date, reduced by (b) the sum as of the close of
business on the immediately preceding Determination Date of (w) aggregate
Foreclosure Profits, (x) the Amount Held for Future Distribution, and (y)
amounts permitted to be withdrawn by the Master Servicer from the Custodial
Account in respect of the Mortgage Loans pursuant to clauses (ii)-(x),
inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05. As
of any date of determination on or after the first anniversary of the Cut-off
Date, an amount equal to the excess, if any, of (1) the lesser of (a) the
Bankruptcy Amount calculated as of the close of business on the Business Day
immediately preceding the most recent anniversary of the Cut-off Date coinciding
with or preceding such date of determination (or, if such date of determination
is an anniversary of the Cut-off Date, the Business Day immediately preceding
such date of determination) (for purposes of this definition, the "Relevant
Anniversary") and (b) the greater of (i) 0.0006 times the aggregate principal
balance of all the Mortgage Loans in the Mortgage Pool as of the Relevant
Anniversary having a Loan-to-Value Ratio at origination which exceeds 75% and
(ii) $100,000, over (2) the aggregate amount of Bankruptcy Losses allocated
solely to one or more specific Classes of Certificates in accordance with
Section 4.05 since the Relevant Anniversary.
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The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that neither a Deficient Valuation
nor a Debt Service Reduction shall be deemed a Bankruptcy Loss hereunder so long
as the Master Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York, the State of Michigan,
the State of California or the State of Illinois (and such other state or states
in which the Custodial Account or the Certificate Account are at the time
located) are required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount of
interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a Mortgage
Loan as to which an REO Acquisition occurred, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and
other payments or cash recoveries which the Master Servicer reasonably and in
good faith expects to be finally recoverable with respect to such Mortgage Loan.
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Certificate: Any Class A Certificate, Class M Certificate, Class B
Certificate or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "The First National
Bank of Chicago, as trustee, in trust for the registered holders of Residential
Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series
1998-S16" 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-5 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;
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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-5 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-5 Certificates and any Subclass thereof issued pursuant to
Section 5.01(c) shall be a single Class for purposes of this Agreement.
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3, Class
A-4 or Class A-5 Certificates, each such Certificate (other than the Class A-5
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. The Class A-5 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-5
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-5 Certificates.
Class A-4 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-4 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
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substantially in the form annexed hereto as Exhibit C and evidencing an interest
designated as a "regular interest" in the Trust Fund for purposes of the REMIC
Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2 Percentage and
Class B-3 Percentage.
Class B-1 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-1 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-1 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class B-1
Certificates, Class B-2 Certificates and Class B-3 Certificates immediately
prior to such Distribution Date divided by the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO Properties) immediately
prior to such Distribution Date is greater than or equal to 0.50%.
Class B-2 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-2 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-2 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class B-2
Certificates and Class B-3 Certificates immediately prior to such Distribution
Date divided by the aggregate Stated Principal Balance of all of the Mortgage
Loans (or related REO Properties) immediately prior to such Distribution Date is
greater than or equal to 0.30%.
Class B-3 Percentage: With respect to any Distribution Date, a fraction
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-3 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class B-3
Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 0.15%.
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Class M Certificate: Any one of the Class M-1 Certificates, Class M-2
Certificates or Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
B and evidencing an interest designated as a "regular interest" in the Trust
Fund for purposes of the REMIC Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-2 Percentage and
Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-2 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-2 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class M-2
Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2
Certificates and Class B-3 Certificates immediately prior to such Distribution
Date divided by the aggregate Stated Principal Balance of all of the Mortgage
Loans (or related REO Properties) immediately prior to such Distribution Date is
greater than or equal to 1.25%.
Class M-3 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-3 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class M-3
Certificates, Class B-1 Certificates, Class B-2 Certificates and Class B-3
Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 1.00%.
Class R Certificate: Any one of the Class R Certificates executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit D
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and evidencing an interest designated as a "residual interest" in the Trust Fund
for purposes of the REMIC Provisions.
Closing Date: July 30, 1998.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
Corporate Trust Office: The principal office of the Trustee at which at any
particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at One First National Plaza, Suite 0126, Chicago, Illinois
60670-0126, Attention: Residential Funding Corporation Series 1998-S16.
Credit Support Depletion Date: The first Distribution Date on which the
Senior Percentage equals 100%.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and maintained
pursuant to Section 3.07 in the name of a depository institution, as custodian
for the holders of the Certificates, for the holders of certain other interests
in mortgage loans serviced or sold by the Master Servicer and for the Master
Servicer, into which the amounts set forth in Section 3.07 shall be deposited
directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Company, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: July 1, 1998.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
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DCR: Duff & Phelps Credit Rating Co., or its successor in interest.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Defaulted Mortgage Loss: With respect to any Mortgage Loan, any loss that
is attributable to the Mortgagor's failure to make any payment of principal or
interest as required under the Mortgage Note, except that such loss shall not
include any Special Hazard Loss, Fraud Loss, Bankruptcy Loss, Extraordinary Loss
or other loss resulting from damage to the related Mortgaged Property.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(3) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day (or
if such 20th day is not a Business Day, the Business Day immediately following
such 20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is 6.50% 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
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6.50%. The Discount Fraction with respect to each Discount Mortgage Loan is set
forth on Exhibit P attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than 6.50% per annum and any Mortgage
Loan deemed to be a Discount Mortgage Loan pursuant to the definition of
Qualified Substitute Mortgage Loan.
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for the FHLMC, a majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code 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 issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date, the first day of the month
in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period commencing on
the second day of the month preceding the month of such Distribution Date and
ending on the related Due Date.
Eligible Account: An account that is any of the following: (i) maintained
with a depository institution the debt obligations of which have been rated by
each Rating Agency in its highest rating available, or (ii) an account or
accounts in a depository institution in which such accounts are fully insured to
the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors
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or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of The First
National Bank of Chicago or (B) an account or accounts maintained in the
corporate asset services department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P-1 (or the equivalent) or
better by each Rating Agency and its long term debt obligations are rated A2 (or
the equivalent) or better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in the corporate
trust division of The First National Bank of Chicago, or (v) an account or
accounts of a depository institution acceptable to each Rating Agency (as
evidenced in writing by each Rating Agency that use of any such account as the
Custodial Account or the Certificate Account will not reduce the rating assigned
to any Class of Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Class A and Class R
Certificates, (ii) the Senior Principal Distribution Amount (determined without
regard to Section 4.02(a)(ii)(Y)(D) hereof), (iii) the Class A-4 Principal
Distribution Amount (determined without regard to Section 4.02(b)(i)(E) hereof)
and (iv) the aggregate amount of Accrued Certificate Interest on the Class M,
Class B-1 and Class B-2 Certificates.
ERISA: The Employment Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
Excess 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.
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Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property or Mortgage Loan causing or resulting in a loss which causes
the liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the
fidelity bond and the errors and omissions insurance policy required to
be maintained pursuant to Section 3.12(b) but are in excess of the
coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in
part caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war,
including action in hindering, combating or defending against an
actual, impending or expected attack:
1. by any government or sovereign power, de jure or de
facto, or by any authority maintaining or using military, naval
or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces;
(d) any weapon of war employing atomic fission or
radioactive force whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped
power or action taken by governmental authority in hindering, combating
or defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any
government or public authority; or risks of contraband or illegal
transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
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.
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FNMA: Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Foreclosure Profits: As to any Distribution Date or related Determination
Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds,
Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom
pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO
Property for which a Cash Liquidation or REO Disposition occurred in the related
Prepayment Period over the sum of the unpaid principal balance of such Mortgage
Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination after the Cut-off Date,
an amount equal to: (Y) prior to the third anniversary of the Cut-off Date an
amount equal to 1.00% of the aggregate outstanding principal balance of all of
the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination and (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 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.
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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 Monthly Payment Fund: As defined in Section 2.01(g).
Initial Notional Amount: With respect to any Class A-5 Certificates, the
Cut-off Date Principal Balance of the Mortgage Loans corresponding to the
Uncertificated REMIC Regular Interests represented by such Class A-5
Certificates.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans pursuant
to any Primary Insurance Policy or any other related insurance policy covering a
Mortgage Loan, to the extent such proceeds are payable to the mortgagee under
the Mortgage, any Subservicer, the Master Servicer or the Trustee and are not
applied to the restoration of the related Mortgaged Property or released to the
Mortgagor in accordance with the procedures that the Master Servicer would
follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance Policy or any
successor thereto or the named insurer in any replacement policy.
Interest Accrual Period: With respect to any Certificate, and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.
Late Collections: With respect to any Mortgage Loan, all amounts received
during any Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received by
the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Lockout Prepayment Percentage: For any Distribution Date occurring prior to
the Distribution Date in August 2003, 0%. For any Distribution Date occurring
after July 2003 but prior to August 2004, 30%. For any Distribution Date
occurring after July 2004 but prior to August 2005, 40%. For any Distribution
Date occurring after July 2005 but prior to August
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2006, 60%. For any Distribution Date occurring after July 2006 but prior to
August 2007, 80%. For any Distribution Date after July 2007, 100%.
Maturity Date: Solely for purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury regulations, the latest possible maturity date of each "regular
interest" of the REMIC, which is July 25, 2013.
MLCC: Merrill Lynch Credit Corporation, or its successor in interest.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject of
a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
Moody's: Moody's Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage 100SM Loan: A Mortgage Loan that has a Loan-to-Value Ratio at
origination in excess of 80.00% and that is secured by Additional Collateral and
does not have a Primary Mortgage Insurance Policy.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to
a particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans attached hereto as
Exhibit F (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list shall set forth at a minimum the
following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property
including state and zip code ("ADDRESS");
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(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Pool Strip Rate ("SPREAD");
(viii) the initial scheduled monthly payment of principal,
if any, and interest ("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues
("SUBSERV FEE") and at which the Servicing Fee
accrues ("MSTR SERV FEE");
(xii) a code "T," "BT" or "CT" under the column "LN
FEATURE," indicating that the Mortgage Loan is
secured by a second or vacation residence; and
(xiii) a code "N" under the column "OCCP CODE," indicating
that the Mortgage Loan is secured by a non-owner
occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Mortgage Loans: Such of the mortgage loans transferred and assigned to the
Trustee pursuant to Section 2.01 as from time to time are held or deemed to be
held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification.
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Mortgaged Property: The underlying real property securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of interest
equal to the Adjusted Mortgage Rate less the per annum rate at which the
Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be made
by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company and the Trustee.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Notional Amount: As of any Distribution Date, with respect to the Class A-5
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-5 Certificate immediately prior to such date.
Officers' Certificate: A certificate signed by the Chairman of the Board,
the President or a Vice President or Assistant Vice President, or a Director or
Managing Director, and by the Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Company or the Master Servicer, as
the case may be, and delivered to the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee
and the Master Servicer, who may be counsel for the Company or the Master
Servicer, provided that any opinion of counsel (i) referred to in the definition
of "Permitted Transferee" or (ii) relating to the qualification of the Trust
Fund as a REMIC or compliance with the REMIC Provisions must, unless otherwise
specified, be an opinion of Independent counsel.
Original Senior Percentage: The fraction, expressed as a percentage, the
numerator of which is the aggregate Initial Certificate Principal Balance of the
Senior Certificates (other than
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the Class A-4 Certificates) and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans (other than the Discount Fraction of the
Discount Mortgage Loans), which is approximately 98.04% as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Property) which was not the subject of a Principal Prepayment in Full,
Cash Liquidation or REO Disposition and which was not purchased, deleted or
substituted for prior to such Due Date pursuant to Section 2.02, 2.03 or 2.04.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Parent PowerSM Loan: A Mortgage Loan that has a Loan-to-Value Ratio at
origination in excess of 80.00%, that is supported by Additional Collateral and
does not have a Primary Mortgage Insurance Policy.
Pass-Through Rate: With respect to the Class A Certificates (other than the
Class A-4 Certificates and Class A-5 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-5 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-5 Certificates and the initial
Distribution Date, the Pass-Through Rate is equal to 0.3131% per annum. With
respect to any Subclass of the Class A-5 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-4
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
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thereof or Initial Notional Amount thereof (in the case of any Class A-5
Certificates) divided by the aggregate Initial Certificate Principal Balance or
Initial Notional Amount, as applicable, of all of the Certificates of the same
Class. With respect to a Class R Certificate, the interest in distributions to
be made with respect to such Class evidenced thereby, expressed as a percentage,
as stated on the face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and
interest by the United States or any agency or instrumentality thereof
when such obligations are backed by the full faith and credit of the
United States;
(ii) repurchase agreements on obligations specified in
clause (i) maturing not more than one month from the date of
acquisition thereof, provided that the unsecured obligations of the
party agreeing to repurchase such obligations are at the time rated by
each Rating Agency in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand
deposits, time deposits and bankers' acceptances (which shall each have
an original maturity of not more than 90 days and, in the case of
bankers' acceptances, shall in no event have an original maturity of
more than 365 days or a remaining maturity of more than 30 days)
denominated in United States dollars of any U.S. depository institution
or trust company incorporated under the laws of the United States or
any state thereof or of any domestic branch of a foreign depository
institution or trust company; provided that the debt obligations of
such depository institution or trust company (or, if the only Rating
Agency is Standard & Poor's, in the case of the principal depository
institution in a depository institution holding company, debt
obligations of the depository institution holding company) at the date
of acquisition thereof have been rated by each Rating Agency in its
highest short-term rating available; and provided further that, if the
only Rating Agency is Standard & Poor's and if the depository or trust
company is a principal subsidiary of a bank holding company and the
debt obligations of such subsidiary are not separately rated, the
applicable rating shall be that of the bank holding company; and,
provided further that, if the original maturity of such short-term
obligations of a domestic branch of a foreign depository institution or
trust company shall exceed 30 days, the short-term rating of such
institution shall be A-1+ in the case of Standard & Poor's if Standard
& Poor's is the Rating Agency;
(iv) commercial paper and demand notes (having original
maturities of not more than 365 days) of any corporation incorporated
under the laws of the United States or any state thereof which on the
date of acquisition has been rated by each Rating Agency in its highest
short-term rating available; provided that such commercial paper or
demand notes shall have a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated
by each Rating Agency in its highest long-term rating available; and
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(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 DCR and Aaa
in the case of Moody's, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall mean A-1 in the
case of Standard & Poor's, P-1 in the case of Moody's and either A-1 by Standard
& Poor's, P-1 by Moody's or D-1 by DCR in the case of DCR.
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.
Pledged Asset Mortgage Servicing Agreement: The Pledged Asset Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master
Servicer.
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 285% 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.
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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
August, 2003 (unless the Certificate Principal Balances of
the Class A Certificates, other than the Class A-4
Certificates, have been reduced to zero), 0%;
(ii) For any Distribution Date on which any Class of Class M or
Class B Certificates are outstanding not discussed in clause
(i) above:
(a) in the case of the Class of Class M Certificates
then outstanding with the lowest numerical designation, or
in the event the Class M Certificates are no longer
outstanding, the Class of Class B Certificates then
outstanding with the lowest numerical designation and each
other Class of Class M Certificates and Class B Certificates
for which the related Prepayment Distribution Trigger has
been satisfied, a fraction, expressed as a percentage, the
numerator of which is the Certificate Principal Balance of
such Class immediately prior to such date and the
denominator of which is the sum of the Certificate Principal
Balances immediately prior to such date of (1) the Class of
Class M Certificates then outstanding with the lowest
numerical designation, or in the event the Class M
Certificates are no longer outstanding, the Class of Class B
Certificates then outstanding with the lowest numerical
designation and (2) all other Classes of Class M
Certificates and Class B Certificates for which the
respective Prepayment Distribution Triggers have been
satisfied; and
(b) in the case of each other Class of Class M
Certificates and Class B Certificates for which the
Prepayment Distribution Triggers have not been satisfied,
0%; and
(iii)Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in
Section 4.02 (determined without regard to the proviso to the
definition of "Subordinate Principal Distribution Amount") would
result in a distribution in respect of principal of any Class or
Classes of Class M Certificates and Class B Certificates in an
amount greater than the remaining Certificate Principal Balance
thereof (any such class, a "Maturing Class"), then: (a) the
Prepayment Distribution Percentage of each Maturing Class shall
be reduced to a level that, when applied as described above,
would exactly reduce the Certificate Principal Balance of such
Class to zero; (b) the Prepayment Distribution Percentage of each
other Class of Class M Certificates and Class B Certificates (any
such Class, a "Non-Maturing Class") shall be recalculated in
accordance with the provisions in paragraph (ii) above, as if the
Certificate Principal Balance of each Maturing Class had been
reduced to zero (such percentage as recalculated, the
"Recalculated Percentage"); (c) the total amount of the
reductions in the Prepayment Distribution Percentages of the
Maturing Class or Classes pursuant to clause (a) of this
sentence, expressed as
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an aggregate percentage, shall be allocated among the
Non-Maturing Classes in proportion to their respective
Recalculated Percentages (the portion of such aggregate reduction
so allocated to any Non-Maturing Class, the "Adjustment
Percentage"); and (d) for purposes of such Distribution Date, the
Prepayment Distribution Percentage of each Non-Maturing Class
shall be equal to the sum of (1) the Prepayment Distribution
Percentage thereof, calculated in accordance with the provisions
in paragraph (ii) above as if the Certificate Principal Balance
of each Maturing Class had not been reduced to zero, plus (2) the
related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment Distribution
Trigger, Class M-3 Prepayment Distribution Trigger, Class B-1 Prepayment
Distribution Trigger, Class B-2 Prepayment Distribution Trigger or Class B-3
Prepayment Distribution Trigger.
Prepayment Interest Shortfall: As to any Distribution Date and any Mortgage
Loan (other than a Mortgage Loan relating to an REO Property) that was the
subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month's interest at the
Net Mortgage Rate on the amount of such Curtailment.
Prepayment Lockout Certificates: Each of the Class A-1 Certificates.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the Servicer Guide for
Residential Funding's mortgage loan purchase and conduit servicing program and
all supplements and amendments thereto published by Residential Funding from
time to time.
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Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate plus the rate per annum at which the Servicing
Fee is calculated in the case of a Modified Mortgage Loan) in the case of a
purchase made by the Master Servicer) on the Stated Principal Balance thereof to
the first day of the month following the month of purchase from the Due Date to
which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan. Notwithstanding any other provisions herein, (x) with respect to
any Qualified Substitute Mortgage Loan substituted for a Deleted Mortgage Loan
which was a Discount Mortgage Loan, such Qualified Substitute Mortgage Loan
shall be deemed to be a Discount Mortgage Loan and to have a Discount Fraction
equal to the Discount Fraction of the Deleted Mortgage Loan and (y) in the event
that the "Pool Strip Rate" of any Qualified Substitute Mortgage Loan as
calculated pursuant to the definition of "Pool Strip Rate" is greater than the
Pool Strip Rate of the related Deleted Mortgage Loan (i) the Pool Strip Rate of
such Qualified Substitute Mortgage Loan shall be equal to the Pool Strip Rate of
the related Deleted Mortgage Loan for purposes of calculating the Pass-Through
Rate for the Class A-5 Certificates and (ii) the excess of the Pool Strip Rate
on such Qualified Substitute Mortgage Loan as calculated pursuant to the
definition of "Pool Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R Certificates pursuant to Section
4.02 hereof.
Rating Agency: DCR and Standard & Poor's with respect to the Class A and
Class R Certificates and Standard & Poor's with respect to the Class M-1, Class
M-2, Class M-3, Class B-1 and Class B-2 Certificates. If either agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person,
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designated by the Company, notice of which designation shall be given to the
Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as to
which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Certificateholders up
to the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net
of the portion thereof reimbursable to the Master Servicer or any Subservicer
with respect to related Advances or expenses as to which the Master Servicer or
Subservicer is entitled to reimbursement thereunder but which have not been
previously reimbursed. With respect to each Mortgage Loan which is the subject
of a Servicing Modification: (i) to the extent constituting a reduction of the
principal balance of such Mortgage Loan, the amount of such reduction; and (ii)
to the extent constituting a reduction of the interest rate borne by the
Mortgage Note, and with respect to each respective Monthly Payment (determined
by taking into account such Servicing Modification) the interest portion of
which was reduced by such Servicing Modification, including any Monthly Payment
that was or would have been due in the month immediately following the month in
which a Principal Prepayment or the Purchase Price of such Mortgage Loan is
received or is deemed to have been received, the amount of such reduction of the
interest portion thereof. With respect to each Mortgage Loan which has become
the subject of a Deficient Valuation, the difference between the principal
balance of the Mortgage Loan outstanding immediately prior to such Deficient
Valuation and the principal balance of the Mortgage Loan as reduced by the
Deficient Valuation. With respect to each Mortgage Loan which has become the
object of a Debt Service Reduction, the amount of such Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of business
on the last Business Day of the month next preceding the month in which the
related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R
Certificate.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
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REMIC Provisions: Provisions of the federal income tax law relating to real
estate mortgage investment conduits, which appear at Sections 860A through 860G
of Subchapter M of Chapter 1 of the Code, and related provisions, and temporary
and final regulations (or, to the extent not inconsistent with such temporary or
final regulations, proposed regulations) and published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in effect from
time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final sale)
which the Master Servicer expects to be finally recoverable from the sale or
other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer through
foreclosure or deed in lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Request for Release: A request for release, the forms of which are attached
as Exhibit H hereto, or an electronic request in a form acceptable to the
Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance
policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Required Surety Payment: With respect to any Additional Collateral Mortgage
Loan that becomes a Liquidated Mortgage Loan, the lesser of (i) principal
portion of the Realized Loss with respect to such Mortgage Loan and (ii) the
excess, if any, of (a) the amount of Additional Collateral required at
origination with respect to such Mortgage Loan over (b) the net proceeds
realized by MLCC from the related Additional Collateral.
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
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Assistant Vice President, any Assistant Secretary, any Trust Officer or
Assistant Trust Officer, or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers to whom, with respect to a particular matter, such matter is referred.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit P.
Seller: As to any Mortgage Loan, a Person, including any Subservicer, that
executed a Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of Mortgage
Loans generally in the form of the Seller Contract referred to or contained in
the Program Guide, or in such other form as has been approved by the Master
Servicer and the Company, each containing representations and warranties in
respect of one or more Mortgage Loans consistent in all respects with those set
forth in the Program Guide.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date, the percentage indicated below:
Senior Accelerated
Distribution Date Distribution Percentage
August 1998 through
July 2003............................................... 100%
August 2003 through
July 2004.................................... Senior Percentage, plus 70% of the
Subordinate Percentage
August 2004 through
July 2005....................................Senior Percentage, plus 60% of the
Subordinate Percentage
August 2005 through
July 2006....................................Senior Percentage, plus 40% of the
Subordinate Percentage
August 2006 through
July 2007....................................Senior Percentage, plus 20% of the
Subordinate Percentage
August 2007 and
thereafter.............................................. Senior Percentage
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provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any Distribution
Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage
Loans delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of the
Class M and Class B Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 2% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates or (b)(1) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) are less than 10%, 15%, 20%, 25% or 30%, respectively, of the sum of
the Initial Certificate Principal Balances of the Class M Certificates and Class
B Certificates and (ii) that for any Distribution Date on which the Senior
Percentage is greater than the Original Senior Percentage, the Senior
Accelerated Distribution Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, upon the reduction of the aggregate Certificate
Principal Balance of the Senior Certificates (other than the Class A-4
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-4 Certificates) immediately prior
to such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans or related REO Properties (other
than the Discount Fraction of the Discount Mortgage Loans) immediately prior to
such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X) and (b) the sum of the amounts required to
be distributed to the Class A Certificateholders and Class R Certificateholders
on such Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
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Servicing Advances: All customary, reasonable and necessary "out of pocket"
costs and expenses incurred in connection with a default, delinquency or other
unanticipated event by the Master Servicer in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) any enforcement or
judicial proceedings, including foreclosures, (iii) the management and
liquidation of any REO Property and (iv) compliance with the obligations under
Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the Master Servicer or any
Affiliate of the Master Servicer provides services such as appraisals and
brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, reasonable compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date, the
fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Servicing Modification: Any reduction of the interest rate or the
outstanding principal balance of a Mortgage Loan that is in default, or for
which, in the judgment of the Master Servicer, default is reasonably
foreseeable, pursuant to a modification of such Mortgage Loan in accordance with
Section 3.07(a).
Special Hazard Amount: As of any Distribution Date, an amount equal to
$2,554,913 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
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percentage, and the denominator of which is equal to 59.76% (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 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 respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case which were distributed
pursuant to Section 4.02 on any previous Distribution Date, and (c) any Realized
Loss allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Subclass: With respect to the Class A-5 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-5 Certificates pursuant to Section 5.01(c).
Subclass Notional Amount: As of any Distribution Date, with respect to any
Subclass of the Class A-5 Certificates issued pursuant to Section 5.01(c), the
aggregate Stated Principal Balance of the Mortgage Loans corresponding to the
Uncertificated REMIC Regular Interest Pool Strip Rates represented by such
Subclass immediately prior to such date.
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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. With respect to
Mortgage Loans subserviced by MLCC, the Subservicing Agreement
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shall also include the Addendum and Assignment Agreement and the Pledged Asset
Mortgage Servicing Agreement.
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.
Surety: Ambac Assurance Corporation, or its successors in interest.
Surety Bond: The Limited Purpose Surety Bond (Policy No. AB0039BE), dated
February 28, 1996, issued by Ambac Assurance Corporation (formerly known as
AMBAC Indemnity Corporation) for the benefit of certain beneficiaries, including
the Trustee for the benefit of the Holders of the Certificates, but only to the
extent that such Limited Purpose Surety Bond covers any Additional Collateral
Mortgage Loans.
Tax Returns: The federal income tax return on Internal Revenue Service Form
1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed on
behalf of the Trust Fund due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: The segregated pool of assets, with respect to which a REMIC
election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments on and collections in respect of the Mortgage Loans
due after the Cut-off Date as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund, including the proceeds from the
liquidation of Additional Collateral for any Additional
Collateral Loan, but not including amounts on deposit in the
Initial Monthly Payment Fund,
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(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, and the interest in the Surety
Bond transferred to the Trustee pursuant to Section 2.01.
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-5 Certificateholders pursuant to Sections 4.02(a) and 4.05 hereof
shall be allocated to the Uncertificated REMIC Regular Interests pro rata in
accordance with the amount of interest accrued with respect to each related
Uncertificated Notional Amount and such Distribution Date.
Uncertificated Notional Amount: With respect to each Uncertificated REMIC
Regular Interest, the aggregate Stated Principal Balance of the related
Non-Discount Mortgage Loan.
Uncertificated Pass-Through Rate: With respect to each Uncertificated REMIC
Regular Interest, the related Uncertificated REMIC Regular Interest Pool Strip
Rate.
Uncertificated REMIC Regular Interest Pool Strip Rate: With respect to each
Uncertificated REMIC Regular Interest, the Pool Strip Rate for the related
Mortgage Loan.
Uncertificated REMIC Regular Interests: The 463 uncertificated partial
undivided beneficial ownership interests in the Trust Fund, each relating to a
particular Mortgage Loan, each having no principal balance, and each bearing
interest at the respective Uncertificated Pass- Through Rate on the
Uncertificated Notional Amount.
Uncertificated REMIC Regular Interest Distribution Amount: With respect to
any Distribution Date, the sum of the amounts deemed to be distributed on the
Uncertificated REMIC Regular Interest for such Distribution Date pursuant to
Section 4.08(a).
Uniform Single Attestation Program for Mortgage Bankers: The Uniform Single
Attestation Program for Mortgage Bankers, as published by the Mortgage Bankers
Association of America and effective with respect to fiscal periods ending on or
after December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage such
that the complete restoration of such property is not fully reimbursable by the
hazard insurance policies.
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United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof (except, in the
case of a partnership, to the extent provided in regulations) or an estate whose
income is subject to United States federal income tax regardless of its source,
or a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
Persons have the authority to control all substantial decisions of the trust. To
the extent prescribed in regulations by the Secretary of the Treasury, which
have not yet been issued, a trust which was in existence on August 20, 1996
(other than a trust treated as owned by the grantor under subpart E of part I of
subchapter J of chapter 1 of the Code), and which was treated as a United States
Person on August 20, 1996 may elect to continue to be treated as a United States
Person notwithstanding the previous sentence.
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-5 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-5 Certificates (and any Subclass
thereof); and 1% of all Voting Rights shall be allocated among Holders of the
Class R Certificates allocated among the Certificates of each such Class in
accordance with their respective Percentage Interests.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. CONVEYANCE OF MORTGAGE LOANS.
(a) The Company, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse all the right, title and
interest of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date).
(b) In connection with such assignment, except as set forth in Section
2.01(c) below, the Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more Custodians, as the duly appointed agent or
agents of the Trustee for such purpose, the following documents or instruments
(or copies thereof as permitted by this Section) with respect to each Mortgage
Loan so assigned:
(i) The original Mortgage Note, endorsed without
recourse to the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing it to
the Trustee, or with respect to any Destroyed Mortgage Note, an
original lost note affidavit from the related Seller or Residential
Funding stating that the original Mortgage Note was lost, misplaced or
destroyed, together with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the Mortgage certified by the public
recording office in which such Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the
Trustee with evidence of recording indicated thereon or a copy of such
assignment certified by the public recording office in which such
assignment has been recorded;
(iv) The original recorded assignment or assignments of
the Mortgage showing an unbroken chain of title from the originator
thereof to the Person assigning it to the Trustee or a copy of such
assignment or assignments of the Mortgage certified by the public
recording office in which such assignment or assignments have been
recorded; and
(v) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Mortgage Loan or a copy of each modification, assumption agreement or
preferred loan agreement certified by the public recording office in
which such document has been recorded.
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(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(iv) and (v) to the Trustee or the Custodian or Custodians,
deliver such documents to the Master Servicer, and the Master Servicer shall
hold such documents in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth below. Within ten Business
Days following the earlier of (i) the receipt of the original of each of the
documents or instruments set forth in Section 2.01(b)(iv) and (v) (or copies
thereof as permitted by such Section) for any Mortgage Loan and (ii) a written
request by the Trustee to deliver those documents with respect to any or all of
the Mortgage Loans then being held by the Master Servicer, the Master Servicer
shall deliver a complete set of such documents to the Trustee or the Custodian
or Custodians that are the duly appointed agent or agents of the Trustee.
On the Closing Date, the Master Servicer shall certify that it has in
its possession an original or copy of each of the documents referred to in
Section 2.01(b)(iv) and (v) which has been delivered to it by the Company. Every
six months after the Closing Date, for so long as the Master Servicer is holding
documents pursuant to this Section 2.01(c), the Master Servicer shall deliver to
(i) Moody's if it is one of the Rating Agencies, (ii) the Trustee and (iii) each
Custodian a report setting forth the status of the documents which it is
holding.
(d) In the event that in connection with any Mortgage Loan the Company
cannot deliver the Mortgage, any assignment, modification, assumption agreement
or preferred loan agreement (or copy thereof certified by the public recording
office) with evidence of recording thereon concurrently with the execution and
delivery of this Agreement solely because of a delay caused by the public
recording office where such Mortgage, assignment, modification, assumption
agreement or preferred loan agreement as the case may be, has been delivered for
recordation, the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in clause
(iii) of Section 2.01(b), 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. If any Assignment 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 or Form
UCC-1, as applicable, or cure such defect, as the case may be, and cause such
Assignment to be recorded in accordance with this paragraph. The Company shall
promptly deliver or cause to be delivered to the Trustee or the respective
Custodian such Mortgage or assignment or Form UCC-1, as applicable, (or copy
thereof certified by the public recording office) with evidence of recording
indicated thereon upon receipt thereof from the public recording office or from
the related Subservicer.
In the event that the Company delivers to the Trustee or Custodian any
Mortgage Note or Assignment of Mortgage in blank, the Company shall, or shall
cause the Custodian to,
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complete the endorsement of the Mortgage Note and the Assignment of Mortgage in
the name of the Trustee within 45 days after the Closing Date, as contemplated
by Section 2.02.
Any of the items set forth in Sections 2.01(b)(iv) and (v) and that may
be delivered as a copy rather than the original may be delivered in microfiche
form.
(e) Residential Funding hereby assigns to the Trustee its security
interest in and to any Additional Collateral, its right to receive payments in
respect of any Additional Collateral Loans pursuant to the Addendum and
Assignment Agreement and the Pledged Asset Mortgage Servicing Agreement, and its
rights as beneficiary under the Surety Bond in respect of any Additional
Collateral Loans. With respect to any Additional Collateral Mortgage Loan,
Residential Funding shall cause to be filed in the appropriate recording office
a UCC-3 statement giving notice of the assignment of the related security
interest to the Trust Fund and shall thereafter cause the timely filing of all
necessary continuation statements with regard to such financing statements.
(f) 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 the related Mortgage Note, the
Mortgage, any insurance policies and all other documents in the related Mortgage
File, (B) all amounts payable pursuant to the Mortgage Loans in accordance with
the terms thereof and (C) any and all general intangibles, accounts, chattel
paper, instruments, documents, money, deposit accounts, certificates of deposit,
goods, letters of credit, advices of credit and investment property, consisting
of, arising from or relating to any of the foregoing, and all proceeds of the
conversion, voluntary or involuntary, of the foregoing into cash, instruments,
securities or other property, including without limitation all amounts from time
to time held or invested in the Certificate Account or the Custodial Account,
whether in the form of cash, instruments, securities or other property and (2)
an assignment by the Company to the Trustee of any security interest in any and
all of Residential Funding's right (including the power to convey title
thereto), title and interest, whether now owned or hereafter acquired, in and to
the property described in the foregoing clauses (1)(A), (B), (C) and (D) granted
by Residential Funding to the Company pursuant to the Assignment Agreement; (c)
the possession by the Trustee, the Custodian or any other agent of the Trustee
of Mortgage Notes or such other items of property as constitute instruments,
money, negotiable documents, goods, letters of credit, advices of credit,
certificated securities or chattel paper shall be deemed to be "possession by
the secured party," or possession by a purchaser for purposes
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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, Sections 9-115, 9-305, 8-102, 8-301, 8-501 and
8-503 thereof); and (d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, securities intermediaries, bailees or agents of, or persons holding for,
(as applicable) the Trustee for the purpose of perfecting such security interest
under applicable law.
The Company and, at the Company's direction, Residential Funding and
the Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to be a
perfected security 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.
(g) The Master Servicer hereby acknowledges the receipt by it of cash
in an amount equal to $290,112 (the "Initial Monthly Payment Fund"),
representing scheduled principal amortization and interest at the Net Mortgage
Rate for the Due Date in August 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 August 1998. Notwithstanding anything herein to the
contrary, the Initial Monthly Payment Fund shall not be an asset of the REMIC.
To the extent that the Initial Monthly Payment Fund constitutes a reserve fund
for federal income tax purposes, (1) it shall be an outside reserve fund and not
an asset of the REMIC, (2) it shall be owned by the Seller and (3) amounts
transferred by the REMIC to the Initial Monthly Payment Fund shall be treated as
transferred to the Seller or any successor, all within the meaning of Section
1.860G-2(h) of the Treasury Regulations.
SECTION 2.02. ACCEPTANCE BY TRUSTEE.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for purposes of such
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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, and the
rights of Residential Funding with respect to any Additional Collateral and the
Surety Bond assigned to the Trustee pursuant to Section 2.01, in trust for the
use and benefit of all present and future Certificateholders. The Trustee or
Custodian (such Custodian being so obligated under a Custodial Agreement)
agrees, for the benefit of the Certificateholders, to review each Mortgage File
delivered to it pursuant to Section 2.01(b) within 45 days after the Closing
Date to ascertain that all required documents (specifically as set forth in
Section 2.01(b)), have been executed and received, and that such documents
relate to the Mortgage Loans identified on the Mortgage Loan Schedule, as
supplemented, that have been conveyed to it. Upon delivery of the Mortgage Files
by the Company or the Master Servicer, the Trustee shall acknowledge receipt
(or, with respect to Mortgage Loans subject to a Custodial Agreement, and based
solely upon a receipt or certification executed by the Custodian, receipt by the
respective Custodian as the duly appointed agent of the Trustee) of the
documents referred to in Section 2.01(c) above. The Trustee or Custodian (such
Custodian being so obligated under a Custodial Agreement) agrees to review each
Mortgage File delivered to it pursuant to Section 2.01(c) within 45 days after
receipt thereof to ascertain that all documents required to be delivered
pursuant to such Section have been received, and that such documents relate to
the Mortgage Loans identified on the 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
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Mortgage Loan as to which a material defect in or omission of a constituent
document exists shall constitute the sole remedy respecting such defect or
omission available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
SECTION 2.03. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER
SERVICER AND THE COMPANY.
(a) The Master Servicer hereby represents and warrants to the Trustee
for the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly
organized, validly existing and in good standing under the laws
governing its creation and existence and is or will be in compliance
with the laws of each state in which any Mortgaged Property is located
to the extent necessary to ensure the enforceability of each Mortgage
Loan in accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the terms of
this Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a default (or an event which,
with notice or lapse of time, or both, would constitute a material
default) under, or result in the material breach of, any material
contract, agreement or other instrument to which the Master Servicer is
a party or which may be applicable to the Master Servicer or any of its
assets;
(iii) This Agreement, assuming due authorization,
execution and delivery by the Trustee and the Company, constitutes a
valid, legal and binding obligation of the Master Servicer, enforceable
against it in accordance with the terms hereof subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect
to any order or decree of any court or any order, regulation or demand
of any Federal, state, municipal or governmental agency, which default
might have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would materially
adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the
Master Servicer's knowledge, threatened against the Master Servicer
which would prohibit its entering into this Agreement or performing its
obligations under this Agreement;
(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 each designated Subservicer are acceptable
to the Master Servicer and any new Subservicing Agreements will comply
with the provisions of Section 3.02.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure must occur within 90 days from the date such breach was
discovered. The obligation of the Master Servicer to cure such breach or to so
purchase such Mortgage Loan shall constitute the sole remedy in respect of a
breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) The Company hereby represents and warrants to the Trustee for the
benefit of Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the date so specified):
(i) No Mortgage Loan is one month or more delinquent in
payment of principal and interest as of the Cut-off Date and no
Mortgage Loan has been so delinquent more than once in the 12-month
period prior to the Cut-off Date;
(ii) The information set forth in Exhibit F hereto with
respect to each Mortgage Loan or the Mortgage Loans, as the case may
be, is true and correct in all material respects at the date or dates
respecting which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate
mortgage loans with level Monthly Payments due on the first day of each
month and terms to maturity at origination or modification of not more
than 15 years;
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(iv) To the best of the Company's knowledge, except with
respect to 8 Mortgage Loans representing approximately 1.5% of the
Mortgage Loans (including 7 Additional Collateral Loans, representing
approximately 1.3% of the Mortgage Loans), if a Mortgage Loan is
secured by a Mortgaged Property with a Loan-to-Value Ratio at
origination in excess of 80%, such Mortgage Loan is the subject of a
Primary Insurance Policy that insures (a) at least 25% of the principal
balance of the Mortgage Loan at origination if the Loan-to-Value Ratio
is between 95% and 90.01%, (b) at least 12% of such balance if the
Loan-to-Value Ratio is between 90% and 85.01% and (c) at least 6% of
such balance if the Loan-to-Value Ratio is between 85% and 80.01%. To
the best of the Company's knowledge, each such Primary Insurance Policy
is in full force and effect and the Trustee is entitled to the benefits
thereunder;
(v) The issuers of the Primary Insurance Policies are
insurance companies whose claims-paying abilities are currently
acceptable to each Rating Agency;
(vi) No more than 1.7% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date are secured
by Mortgaged Properties located in any one zip code area in California
and no more than 0.9% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area outside California;
(vii) If the improvements securing a Mortgage Loan are in
a federally designated special flood hazard area, flood insurance in
the amount required under the Program Guide covers the related
Mortgaged Property (either by coverage under the federal flood
insurance program or by coverage by private insurers);
(viii) Immediately prior to the assignment of the Mortgage
Loans to the Trustee, the Company had good title to, and was the sole
owner of, each Mortgage Loan free and clear of any pledge, lien,
encumbrance or security interest (other than rights to servicing and
related compensation) and such assignment validly transfers ownership
of the Mortgage Loans to the Trustee free and clear of any pledge,
lien, encumbrance or security interest;
(ix) None of the Mortgage Loans were underwritten under
a reduced loan documentation program requiring no income verification
and no asset verification;
(x) Each Mortgagor represented in its loan application
with respect to the related Mortgage Loan that the Mortgaged Property
would be owner-occupied and therefore would not be an investor property
as of the date of origination of such Mortgage Loan. No Mortgagor is a
corporation or a partnership;
(xi) None of the Mortgage Loans were Buydown Mortgage
Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of the Code and Treasury Regulations
Section 1.860G-2(a)(1);
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(xiii) A policy of title insurance was effective as of the
closing of each Mortgage Loan and is valid and binding and remains in
full force and effect;
(xiv) With respect to each Mortgage Loan originated under
a "streamlined" Mortgage Loan program (through which no new or updated
appraisals of Mortgaged Properties are obtained in connection with the
refinancing thereof), the related Seller has represented that either
(a) the value of the related Mortgaged Property as of the date the
Mortgage Loan was originated was not less than the appraised value of
such property at the time of origination of the refinanced Mortgage
Loan or (b) the Loan-to-Value Ratio of the Mortgage Loan as of the date
of origination of the Mortgage Loan generally meets the Company's
underwriting guidelines;
(xv) Interest on each Mortgage Loan is calculated on the
basis of a 360-day year consisting of twelve 30-day months;
(xvi) None of the Mortgage Loans contains in the related
Mortgage File a Destroyed Mortgage Note; and
(xvii) Approximately 1.3% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date are
Additional Collateral Loans.
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
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Mortgage Loans as provided in this Section 2.03(b) if the substance of the
breach of a representation set forth above also constitutes fraud in the
origination of the Mortgage Loan.
SECTION 2.04. REPRESENTATIONS AND WARRANTIES OF SELLERS.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of the
Certificateholders all of its right, title and interest in respect of the
Assignment Agreement and each Seller's Agreement applicable to a Mortgage Loan.
Insofar as the Assignment Agreement or such Seller's Agreement relates to the
representations and warranties made by Residential Funding or the related Seller
in respect of such Mortgage Loan and any remedies provided thereunder for any
breach of such representations and warranties, such right, title and interest
may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders. Upon the discovery by the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any of the representations and
warranties made in a Seller's Agreement or the Assignment Agreement (which, for
purposes hereof, will be deemed to include any other cause giving rise to a
repurchase obligation under the Assignment Agreement) in respect of any Mortgage
Loan which materially and adversely affects the interests of the
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Master Servicer shall promptly
notify the related Seller or Residential Funding, as the case may be, of such
breach and request that such Seller or Residential Funding, as the case may be,
either (i) cure such breach in all material respects within 90 days from the
date the Master Servicer was notified of such breach or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set
forth in Section 2.02; provided that, in the case of a breach under the
Assignment Agreement, Residential Funding shall have the option to substitute a
Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date; provided that
if the breach would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or
substitution must occur within 90 days from the date the breach was discovered.
In the event that Residential Funding elects to substitute a Qualified
Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this
Section 2.04, Residential Funding shall deliver to the Trustee for the benefit
of the Certificateholders with respect to such Qualified Substitute Mortgage
Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the
Mortgage in recordable form, and such other documents and agreements as are
required by Section 2.01, with the Mortgage Note endorsed as required by Section
2.01. No substitution will be made in any calendar month after the Determination
Date for such month. Monthly Payments due with respect to Qualified Substitute
Mortgage Loans in the month of substitution shall not be part of the Trust Fund
and will be retained by the Master Servicer and remitted by the Master Servicer
to Residential Funding on the next succeeding Distribution Date. For the month
of substitution, distributions to the Certificateholders will include the
Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter
Residential Funding shall be entitled to retain all amounts received in respect
of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be
amended the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a
Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit of
the Certificateholders to reflect the removal of such Deleted Mortgage Loan and
the
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substitution of the Qualified Substitute Mortgage Loan or Loans and the Master
Servicer shall deliver the amended Mortgage Loan Schedule, and, if the Deleted
Mortgage Loan was a Discount Mortgage Loan, the amended Schedule of Discount
Fractions, to the Trustee. Upon such substitution, the Qualified Substitute
Mortgage Loan or Loans shall be subject to the terms of this Agreement and the
related Subservicing Agreement in all respects, the related Seller shall be
deemed to have made the representations and warranties with respect to the
Qualified Substitute Mortgage Loan contained in the related Seller's Agreement
as of the date of substitution, and the Company and the Master Servicer shall be
deemed to have made with respect to any Qualified Substitute Mortgage Loan or
Loans, as of the date of substitution, the covenants, representations and
warranties set forth in this Section 2.04, in Section 2.03 hereof and in Section
4 of the Assignment Agreement, and the Master Servicer shall be obligated to
repurchase or substitute for any Qualified Substitute Mortgage Loan as to which
a Repurchase Event (as defined in the Assignment Agreement) has occurred
pursuant to Section 4 of the Assignment Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of the
Trust Fund to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of the Certificateholders. If the Master Servicer is Residential
Funding, then the Trustee shall also have the right to give the notification and
require the purchase or substitution provided for in the second preceding
paragraph in the event of such a breach of a representation or warranty made by
Residential Funding in the Assignment Agreement. In connection with the purchase
of or substitution for any such Mortgage Loan by Residential Funding, the
Trustee shall assign to Residential Funding all of the right, title and interest
in respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
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SECTION 2.05. EXECUTION AND AUTHENTICATION OF CERTIFICATES.
The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01. MASTER SERVICER TO ACT AS SERVICER.
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a Mortgaged Property to an
Insurer, the acquisition of any property acquired by foreclosure or deed in lieu
of foreclosure, or the management, marketing and conveyance of any property
acquired by foreclosure or deed in lieu of foreclosure with respect to the
Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding the
foregoing, subject to Section 3.07(a), the Master Servicer shall not permit any
modification with respect to any Mortgage Loan that would both constitute a sale
or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code
and any proposed, temporary or final regulations promulgated thereunder (other
than in connection with a proposed conveyance or assumption of such Mortgage
Loan that is treated as a Principal Prepayment in Full pursuant to Section
3.13(d) hereof) and cause the Trust Fund to fail to qualify as such under the
Code. The Trustee shall furnish the Master Servicer with any powers of attorney
and other documents necessary or appropriate to enable the Master Servicer to
service and administer the Mortgage Loans. The Trustee shall not be liable for
any action taken by the Master Servicer or any Subservicer pursuant to such
powers of attorney. In servicing and administering any Nonsubserviced Mortgage
Loan, the Master Servicer shall, to the extent not inconsistent with this
Agreement, comply with the Program Guide as if it were the originator of such
Mortgage Loan and had retained the servicing rights and obligations in respect
thereof. In connection with servicing and administering the Mortgage Loans, the
Master Servicer and any Affiliate of the Master Servicer (i) may perform
services such as appraisals and brokerage services that are customarily provided
by Persons other than servicers of mortgage loans, and shall be entitled to
reasonable compensation therefor in accordance with Section 3.10 and (ii) may,
at its own discretion and on behalf of the Trustee, obtain credit information in
the form of a "credit score" from a credit repository.
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(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
SECTION 3.02. SUBSERVICING AGREEMENTS BETWEEN MASTER SERVICER AND SUBSERVICERS;
ENFORCEMENT OF SUBSERVICERS' AND SELLERS' OBLIGATIONS.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit G. With the approval of the Master Servicer, a Subservicer
may delegate its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement and of each Seller
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under the related Seller's Agreement, to the extent that the non-performance of
any such obligation would have a material and adverse effect on a Mortgage Loan,
including, without limitation, the obligation to purchase a Mortgage Loan on
account of defective documentation, as described in Section 2.02, or on account
of a breach of a representation or warranty, as described in Section 2.04. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Subservicing Agreements or Seller's Agreements, as appropriate,
and the pursuit of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as the Master Servicer would employ in
its good faith business judgment and which are normal and usual in its general
mortgage servicing activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed.
SECTION 3.03. SUCCESSOR SUBSERVICERS.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
SECTION 3.04. LIABILITY OF THE MASTER SERVICER.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and the Certificateholders for the servicing and administering of the Mortgage
Loans in accordance with the provisions of Section 3.01 without diminution of
such obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
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SECTION 3.05. NO CONTRACTUAL RELATIONSHIP BETWEEN SUBSERVICER AND TRUSTEE OR
CERTIFICATEHOLDERS.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
SECTION 3.06. ASSUMPTION OR TERMINATION OF SUBSERVICING AGREEMENTS BY TRUSTEE.
(a) In the event the Master Servicer shall for any reason no longer be
the master servicer (including by reason of an Event of Default), the Trustee,
its designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
SECTION 3.07. COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS; DEPOSITS TO
CUSTODIAL ACCOUNT.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide;
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such
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Mortgage Loan without modification thereof by reason of such arrangements unless
otherwise agreed to by the Holders of the Classes of Certificates affected
thereby; provided, however, that no such extension shall be made if any advance
would be a Nonrecoverable Advance. Consistent with the terms of this Agreement,
the Master Servicer may also waive, modify or vary any term of any Mortgage Loan
or consent to the postponement of strict compliance with any such term or in any
manner grant indulgence to any Mortgagor if in the Master Servicer's
determination such waiver, modification, postponement or indulgence is not
materially adverse to the interests of the Certificateholders (taking into
account any estimated Realized Loss that might result absent such action);
provided, however, that the Master Servicer may not modify materially or permit
any Subservicer to modify any Mortgage Loan, including without limitation any
modification that would change the Mortgage Rate, forgive the payment of any
principal or interest (unless in connection with the liquidation of the related
Mortgage Loan or except in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of the Mortgage Loan), or
extend the final maturity date of such Mortgage Loan, unless such Mortgage Loan
is in default or, in the judgment of the Master Servicer, such default is
reasonably foreseeable; and provided, further, that no such modification shall
reduce the interest rate on a Mortgage Loan below the sum of the Pool Strip Rate
and the sum of the rates at which the Servicing Fee and the Subservicing Fee
with respect to such Mortgage Loan accrues. In connection with any Curtailment
of a Mortgage Loan, the Master Servicer, to the extent not inconsistent with the
terms of the Mortgage Note and local law and practice, may permit the Mortgage
Loan to be reamortized such that the Monthly Payment is recalculated as an
amount that will fully amortize the remaining Stated Principal Balance thereof
by the original maturity date based on the original Mortgage Rate; provided,
that such re-amortization shall not be permitted if it would constitute a
reissuance of the Mortgage Loan for federal income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial
Account in which the Master Servicer shall deposit or cause to be deposited on a
daily basis, except as otherwise specifically provided herein, the following
payments and collections remitted by Subservicers or received by it in respect
of the Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including
Principal Prepayments made by Mortgagors on the Mortgage Loans and the
principal component of any Subservicer Advance or of any REO Proceeds
received in connection with an REO Property for which an REO
Disposition has occurred;
(ii) All payments on account of interest at the Adjusted
Mortgage Rate on the Mortgage Loans, including Buydown Funds, if any,
and the interest component of any Subservicer Advance or of any REO
Proceeds received in connection with an REO Property for which an REO
Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of
any related expenses of the Subservicer);
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(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;
(vi) All amounts transferred from the Certificate
Account to the Custodial Account in accordance with Section 4.02(a);
and
(vii) Any amounts realized by MLCC and received by the
Master Servicer in respect of any Additional Collateral.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds
and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized.
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(d) The Master Servicer shall give notice to the Trustee and the
Company of any change in the location of the Custodial Account and the location
of the Certificate Account prior to the use thereof.
SECTION 3.08. SUBSERVICING ACCOUNTS; SERVICING ACCOUNTS.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from the date of application of
such Curtailment to the first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause
the Subservicers for
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Subserviced Mortgage Loans to, establish and maintain one or more Servicing
Accounts and deposit and retain therein all collections from the Mortgagors (or
advances from Subservicers) for the payment of taxes, assessments, hazard
insurance premiums, Primary Insurance Policy premiums, if applicable, or
comparable items for the account of the Mortgagors. Each Servicing Account shall
satisfy the requirements for a Subservicing Account and, to the extent permitted
by the Program Guide or as is otherwise acceptable to the Master Servicer, may
also function as a Subservicing Account. Withdrawals of amounts related to the
Mortgage Loans from the Servicing Accounts may be made only to effect timely
payment of taxes, assessments, hazard insurance premiums, Primary Insurance
Policy premiums, if applicable, or comparable items, to reimburse the Master
Servicer or Subservicer out of related collections for any payments made
pursuant to Sections 3.11 (with respect to the Primary Insurance Policy) and
3.12(a) (with respect to hazard insurance), to refund to any Mortgagors any sums
as may be determined to be overages, to pay interest, if required, to Mortgagors
on balances in the Servicing Account or to clear and terminate the Servicing
Account at the termination of this Agreement in accordance with Section 9.01 or
in accordance with the Program Guide. As part of its servicing duties, the
Master Servicer shall, and the Subservicers will, pursuant to the Subservicing
Agreements, be required to pay to the Mortgagors interest on funds in this
account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
SECTION 3.09. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING
THE MORTGAGE LOANS.
In the event that compliance with this Section 3.09 shall make any
Class of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
SECTION 3.10. PERMITTED WITHDRAWALS FROM THE CUSTODIAL ACCOUNT.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
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(i) to make deposits into the Certificate Account in
the amounts and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to Sections
3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise
reimbursable pursuant to the terms of this Agreement, such withdrawal
right being limited to amounts received on particular Mortgage Loans
(including, for this purpose, REO Proceeds, Insurance Proceeds,
Liquidation Proceeds and proceeds from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 2.04 or 4.07) which represent (A) Late
Collections of Monthly Payments for which any such advance was made in
the case of Subservicer Advances or Advances pursuant to Section 4.04
and (B) recoveries of amounts in respect of which such advances were
made in the case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment received
by the Master Servicer on account of interest on a Mortgage Loan as
contemplated by Sections 3.14 and 3.16, an amount equal to that
remaining portion of any such payment as to interest (but not in excess
of the Servicing Fee and the Subservicing Fee, if not previously
retained) which, when deducted, will result in the remaining amount of
such interest being interest at the Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan) on the amount
specified in the amortization schedule of the related Mortgage Loan as
the principal balance thereof at the beginning of the period respecting
which such interest was paid after giving effect to any previous
Curtailments;
(iv) to pay to itself as additional servicing
compensation any interest or investment income earned on funds
deposited in the Custodial Account that it is entitled to withdraw
pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing
compensation any Foreclosure Profits, and any amounts remitted by
Subservicers as interest in respect of Curtailments pursuant to Section
3.08(b);
(vi) to pay to itself, a Subservicer, a Seller,
Residential Funding, the Company or any other appropriate Person, as
the case may be, with respect to each Mortgage Loan or property
acquired in respect thereof that has been purchased or otherwise
transferred pursuant to Section 2.02, 2.03, 2.04, 4.07 or 9.01, all
amounts received thereon and not required to be distributed to the
Certificateholders as of the date on which the related Stated Principal
Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for
any Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, any Advance made in connection with a
modification of a Mortgage Loan that is in default or, in the judgment
of the Master Servicer, default is reasonably foreseeable pursuant to
Section 3.07(a), to the extent the amount of the
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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 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
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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
insurance, to the extent it is available, to be maintained. The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of foreclosure, of any Mortgage Loan, fire insurance with extended
coverage in an amount which is at least equal to the amount necessary to avoid
the application of any co-insurance clause contained in the related hazard
insurance policy. Pursuant to Section 3.07, any amounts collected by the Master
Servicer under any such policies (other than amounts to be applied to the
restoration or repair of the related Mortgaged Property or property thus
acquired or amounts released to the Mortgagor in accordance with the Master
Servicer's normal servicing procedures) shall be deposited in the Custodial
Account,
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subject to withdrawal pursuant to Section 3.10. Any cost incurred by the Master
Servicer in maintaining any such insurance shall not, for the purpose of
calculating monthly distributions to the Certificateholders be added to the
amount owing under the Mortgage Loan, notwithstanding that the terms of the
Mortgage Loan so permit. Such costs shall be recoverable by the Master Servicer
out of related late payments by the Mortgagor or out of Insurance Proceeds and
Liquidation Proceeds to the extent permitted by Section 3.10. It is understood
and agreed that no earthquake or other additional insurance is to be required of
any Mortgagor or maintained on property acquired in respect of a Mortgage Loan
other than pursuant to such applicable laws and regulations as shall at any time
be in force and as shall require such additional insurance. Whenever the
improvements securing a Mortgage Loan are located at the time of origination of
such Mortgage Loan in a federally designated special flood hazard area, the
Master Servicer shall cause flood insurance (to the extent available) to be
maintained in respect thereof. Such flood insurance shall be in an amount equal
to the lesser of (i) the amount required to compensate for any loss or damage to
the Mortgaged Property on a replacement cost basis and (ii) the maximum amount
of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a
blanket fire insurance policy with extended coverage insuring against hazard
losses on all of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first sentence of this Section
3.12(a), it being understood and agreed that such policy may contain a
deductible clause, in which case the Master Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.12(a) and there shall have
been a loss which would have been covered by such policy, deposit in the
Certificate Account the amount not otherwise payable under the blanket policy
because of such deductible clause. Any such deposit by the Master Servicer shall
be made on the Certificate Account Deposit Date next preceding the Distribution
Date which occurs in the month following the month in which payments under any
such policy would have been deposited in the Custodial Account. In connection
with its activities as administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on behalf of itself, the Trustee and the
Certificateholders, claims under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense
and keep in full force and effect throughout the term of this Agreement a
blanket fidelity bond and an errors and omissions insurance policy covering the
Master Servicer's officers and employees and other persons acting on behalf of
the Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage
Loans for FNMA or FHLMC. In the event that any such bond or policy ceases to be
in effect, the Master Servicer shall obtain a comparable replacement bond or
policy from an issuer or insurer, as the case may be, meeting the requirements,
if any, of the Program Guide and acceptable to the Company. Coverage of the
Master Servicer under a policy or bond obtained by an Affiliate of the Master
Servicer and providing the coverage required by this Section 3.12(b) shall
satisfy the requirements of this Section 3.12(b).
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SECTION 3.13. ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AND MODIFICATION
AGREEMENTS; CERTAIN ASSIGNMENTS.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the
Master Servicer or Subservicer, to the extent it has knowledge of such
conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note
or Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in
default under this Section 3.13(a) by reason of any transfer or
assumption which the Master Servicer is restricted by law from
preventing; and
(ii) if the Master Servicer determines that it is
reasonably likely that any Mortgagor will bring, or if any Mortgagor
does bring, legal action to declare invalid or otherwise avoid
enforcement of a due-on-sale clause contained in any Mortgage Note or
Mortgage, the Master Servicer shall not be required to enforce the
due-on-sale clause or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall both (a) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the Code (or final, temporary or proposed Treasury Regulations promulgated
thereunder) and (b) cause the Trust Fund to fail to qualify as a REMIC under the
Code or (subject to Section 10.01(f)), result in the imposition of any tax on
"prohibited transactions" or constitute "contributions" after the start-up date
under the REMIC Provisions. The Master Servicer shall execute and deliver such
documents only if it reasonably determines that (i) its execution and delivery
thereof will not conflict with or violate any terms of this Agreement or cause
the unpaid balance and interest on the Mortgage Loan to be uncollectible in
whole or in part, (ii) any required consents of insurers under any Required
Insurance Policies have been obtained and (iii) subsequent to the closing of the
transaction involving the assumption or transfer (A) the Mortgage Loan will
continue to be secured by a first mortgage lien pursuant to the terms of the
Mortgage, (B) such transaction will not adversely affect the coverage under any
Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the
remaining term thereof, (D) no material term of the Mortgage Loan (including
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the interest rate on the Mortgage Loan) will be altered nor will the term of the
Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged
Property is to be released from liability on the Mortgage Loan, such release
will not (based on the Master Servicer's or Subservicer's good faith
determination) adversely affect the collectability of the Mortgage Loan. Upon
receipt of appropriate instructions from the Master Servicer in accordance with
the foregoing, the Trustee shall execute any necessary instruments for such
assumption or substitution of liability as directed in writing by the Master
Servicer. Upon the closing of the transactions contemplated by such documents,
the Master Servicer shall cause the originals or true and correct copies of the
assumption agreement, the release (if any), or the modification or supplement to
the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian
and deposited with the Mortgage File for such Mortgage Loan. Any fee collected
by the Master Servicer or such related Subservicer for entering into an
assumption or substitution of liability agreement will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
or other similar matters if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the owner of the
related Mortgage Loan, that the security for, and the timely and full
collectability of, such Mortgage Loan would not be adversely affected thereby
and that the Trust Fund would fail to continue to qualify as a REMIC under the
Code as a result thereof and (subject to Section 10.01(f)) that no tax on
"prohibited transactions" or "contributions" after the Startup Day would be
imposed on the REMIC as a result thereof. Any fee collected by the Master
Servicer or the related Subservicer for processing such a request will be
retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit O, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage recording taxes
or otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws;
(iii) that the Mortgage Loan following the proposed assignment will have a rate
of interest at least 0.25 percent below or above the rate of interest on such
Mortgage Loan prior to such proposed assignment; and (iv) that such assignment
is at the request of the borrower under the related Mortgage Loan. Upon approval
of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal to the unpaid principal
balance of and accrued interest on
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such Mortgage Loan and the Master Servicer shall treat such amount as a
Principal Prepayment in Full with respect to such Mortgage Loan for all purposes
hereof.
SECTION 3.14. REALIZATION UPON DEFAULTED MORTGAGE LOANS.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts
pursuant to Section 3.10. In addition to the foregoing, the Master Servicer
shall use its best reasonable efforts to realize upon any Additional Collateral
for such of the Additional Collateral 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; provided that the Master Servicer
shall not, on behalf of the Trustee, obtain title to any such Additional
Collateral as a result of or in lieu of the disposition thereof or otherwise;
and provided further that (i) the Master Servicer shall not proceed with respect
to such Additional Collateral in any manner that would impair the ability to
recover against the related Mortgaged Property, and (ii) the Master Servicer
shall proceed with any REO Acquisition in a manner that preserves the ability to
apply the proceeds of such Additional Collateral against amounts owed under the
defaulted Mortgage Loan. Any proceeds realized from such Additional Collateral
(other than amounts to be released to the Mortgagor or the related guarantor in
accordance with procedures that the Master Servicer would follow in servicing
loans held for its own account, subject to the terms and conditions of the
related Mortgage and Mortgage Note and to the terms and conditions of any
security agreement, guarantee agreement, mortgage or other agreement governing
the disposition of the proceeds of such Additional Collateral) shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section
3.10. Any other payment received by the Master Servicer in respect of such
Additional Collateral shall be deposited in the Custodial Account subject to
withdrawal 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
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warranty with respect to any such Mortgage Loan in accordance with Sections 2.03
and 2.04. However, the Master Servicer is not required to continue to pursue
both foreclosure (or similar remedies) with respect to the Mortgage Loans and
remedies in connection with a breach of a representation and warranty if the
Master Servicer determines in its reasonable discretion that one such remedy is
more likely to result in a greater recovery as to the Mortgage Loan. Upon the
occurrence of a Cash Liquidation or REO Disposition, following the deposit in
the Custodial Account of all Insurance Proceeds, Liquidation Proceeds and other
payments and recoveries referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Trustee or any
Custodian, as the case may be, shall release to the Master Servicer the related
Mortgage File and the Trustee shall execute and deliver such instruments of
transfer or assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or its designee,
as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan
shall not be part of the Trust Fund. Notwithstanding the foregoing or any other
provision of this Agreement, in the Master Servicer's sole discretion with
respect to any defaulted Mortgage Loan or REO Property as to either of the
following provisions, (i) a Cash Liquidation or REO Disposition may be deemed to
have occurred if substantially all amounts expected by the Master Servicer to be
received in connection with the related defaulted Mortgage Loan or REO Property
have been received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any other unscheduled
collections or the amount of any Realized Loss, the Master Servicer may take
into account minimal amounts of additional receipts expected to be received or
any estimated additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by
the Trust Fund as an REO Property by foreclosure or by deed in lieu of
foreclosure, the deed or certificate of sale shall be issued to the Trustee or
to its nominee on behalf of the Certificateholders. Notwithstanding any such
acquisition of title and cancellation of the related Mortgage Loan, such REO
Property shall (except as otherwise expressly provided herein) be considered to
be an Outstanding Mortgage Loan held in the Trust Fund until such time as the
REO Property shall be sold. Consistent with the foregoing for purposes of all
calculations hereunder so long as such REO Property shall be considered to be an
Outstanding Mortgage Loan it shall be assumed that, notwithstanding that the
indebtedness evidenced by the related Mortgage Note shall have been discharged,
such Mortgage Note and the related amortization schedule in effect at the time
of any such acquisition of title (after giving effect to any previous
Curtailments and before any adjustment thereto by reason of any bankruptcy or
similar proceeding or any moratorium or similar waiver or grace period) remain
in effect.
(c) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of
such REO Property within three full years after the taxable year of its
acquisition by the Trust Fund for purposes of Section 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
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to the Trustee and the Master Servicer, to the effect that the holding by the
Trust Fund of such REO Property subsequent to such period will not result in the
imposition of taxes on "prohibited transactions" as defined in Section 860F of
the Code or cause the Trust Fund to fail to qualify as a REMIC at any time that
any Certificates are outstanding, in which case the Trust Fund may continue to
hold such REO Property (subject to any conditions contained in such Opinion of
Counsel). The Master Servicer shall be entitled to be reimbursed from the
Custodial Account for any costs incurred in obtaining such Opinion of Counsel,
as provided in Section 3.10. Notwithstanding any other provision of this
Agreement, no REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject the Trust Fund to the imposition
of any federal income taxes on the income earned from such REO Property,
including any taxes imposed by reason of Section 860G(c) of the Code, unless the
Master Servicer has agreed to indemnify and hold harmless the Trust Fund with
respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase
or repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as
well as any recovery resulting from a collection of Liquidation Proceeds,
Insurance Proceeds or REO Proceeds, will be applied in the following order of
priority: first, to reimburse the Master Servicer or the related Subservicer in
accordance with Section 3.10(a)(ii); second, to the Certificateholders to the
extent of accrued and unpaid interest on the Mortgage Loan, and any related REO
Imputed Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan) to the Due Date prior to the Distribution
Date on which such amounts are to be distributed; third, to the
Certificateholders as a recovery of principal on the Mortgage Loan (or REO
Property)(provided that if any such Class of Certificates to which such Realized
Loss was allocated is no longer outstanding, such subsequent recovery shall be
distributed to the persons who were the Holders of such Class of Certificates
when it was retired); fourth, to all Servicing Fees and Subservicing Fees
payable therefrom (and the Master Servicer and the Subservicer shall have no
claims for any deficiencies with respect to such fees which result from the
foregoing allocation); and fifth, to Foreclosure Profits.
SECTION 3.15. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit H or,
in the case of the Custodian, an electronic request in a form acceptable to the
Custodian, requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or
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release or satisfaction of mortgage or such instrument releasing the lien of the
Mortgage, together with the Mortgage Note with, as appropriate, written evidence
of cancellation thereon. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Custodial
Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or
foreclosure of any Mortgage Loan, the Master Servicer shall deliver to the
Custodian, with a copy to the Trustee, a certificate of a Servicing Officer
substantially in one of the forms attached as Exhibit H hereto, or, in the case
of the Custodian, an electronic request in a form acceptable to the Custodian
requesting that possession of all, or any document constituting part of, the
Mortgage File be released to the Master Servicer and certifying as to the reason
for such release and that such release will not invalidate any insurance
coverage provided in respect of the Mortgage Loan under any Required Insurance
Policy. Upon receipt of the foregoing, the Trustee shall deliver, or cause the
Custodian to deliver, the Mortgage File or any document therein to the Master
Servicer. The Master Servicer shall cause each Mortgage File or any document
therein so released to be returned to the Trustee, or the Custodian as agent for
the Trustee when the need therefor by the Master Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Custodial Account or
(ii) the Mortgage File or such document has been delivered directly or through a
Subservicer to an attorney, or to a public trustee or other public official as
required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered directly or through a
Subservicer to the Trustee a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Mortgage File or such document
was delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Trustee shall deliver the Request for
Release with respect thereto to the Master Servicer upon deposit of the related
Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate 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.
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SECTION 3.16. SERVICING AND OTHER COMPENSATION; COMPENSATING INTEREST.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at the related Net Mortgage Rate, the Master Servicer shall be
entitled to retain therefrom and to pay to itself and/or the related Subservicer
any Servicing Fee or Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment
charges, assumption fees, late payment charges, investment income on amounts in
the Custodial Account or the Certificate Account or otherwise shall be retained
by the Master Servicer or the Subservicer to the extent provided herein, subject
to clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid,
all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid by the related
Mortgagors, and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as specifically provided
in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may
not be transferred in whole or in part except in connection with the transfer of
all of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i)
will not withdraw from the Custodial Account any such amount representing all or
a portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate
Account any such amount to which 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).
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SECTION 3.17. REPORTS TO THE TRUSTEE AND THE COMPANY.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
SECTION 3.18. ANNUAL STATEMENT AS TO COMPLIANCE.
The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
SECTION 3.19. ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT.
On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering
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such statement, such firm may rely, as to matters relating to the direct
servicing of mortgage loans by Subservicers, upon comparable statements for
examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
SECTION 3.20. RIGHTS OF THE COMPANY IN RESPECT OF THE MASTER SERVICER.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. CERTIFICATE ACCOUNT.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature not later than the Business Day next preceding the Distribution Date next
following the date of such investment (except that (i) any investment in the
institution with which the Certificate Account is maintained may mature on such
Distribution Date and (ii) any other investment may mature on such Distribution
Date if the Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds immediately as realized without any
right of reimbursement.
SECTION 4.02. DISTRIBUTIONS.
(a) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
the Master Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii), the amount required to be distributed to the Master Servicer or a
Subservicer pursuant to Section 4.02(a)(iii), and to each Certificateholder of
record on the next preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately available funds (by
wire transfer or otherwise) to the account of such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the Paying Agent, as
the case may be, or, if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of such Holder appearing in the Certificate
Register such Certificateholder's share (which share (A) with respect to each
Class of Certificates (other than any Subclass of the Class
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A-5 Certificates), shall be based on the aggregate of the Percentage Interests
represented by Certificates of the applicable Class held by such Holder or (B)
with respect to any Subclass of the Class A-5 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-5 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-4 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-5 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-4 Certificateholders,
the Class A-4 Principal Distribution Amount; and
(Y) to the Class A Certificateholders
(other than Class A-4 or Class A-5 or any Subclass of the Class A-5
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) and (d), the sum of the following (applied to reduce the
Certificate Principal Balances of such Class A Certificates or Class R
Certificates, as applicable):
(A) the Senior Percentage for such Distribution Date
times the sum of the following:
(1) the principal portion of each Monthly
Payment due during the related Due Period on each
Outstanding Mortgage Loan (other than the related
Discount Fraction of the principal portion of such
payment with respect to a Discount Mortgage Loan),
whether or not received on or prior to the related
Determination Date, minus the principal portion of
any Debt Service Reduction (other than the related
Discount Fraction of the principal portion of such
Debt Service Reductions with respect to each
Discount Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any
Mortgage Loan repurchased during the related
Prepayment Period (or deemed to have been so
repurchased in accordance with Section 3.07(b))
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the
amount of any shortfall deposited in the Custodial
Account in connection with the substitution of a
Deleted Mortgage Loan pursuant to Section 2.03 or
2.04 during the
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related Prepayment Period (other than the related
Discount Fraction of such Stated Principal Balance
or shortfall with respect to a Discount Mortgage
Loan); and
(3) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or
REO Disposition of a Mortgage Loan described in
Section 4.02(a)(ii)(Y)(B), including without
limitation Insurance Proceeds, Liquidation Proceeds
and REO Proceeds) received during the related
Prepayment Period (or deemed to have been so
received in accordance with Section 3.07(b)) to the
extent applied by the Master Servicer as recoveries
of principal of the related Mortgage Loan pursuant
to Section 3.14 (other than the related Discount
Fraction of the principal portion of such
unscheduled collections, with respect to a Discount
Mortgage Loan);
(B) with respect to each Mortgage Loan for which a
Cash Liquidation or a REO Disposition occurred during the
related Prepayment Period (or was deemed to have occurred
during such period in accordance with Section 3.07(b)) and
did not result in any Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses, an amount equal to the lesser of (a) the Senior
Percentage for such Distribution Date times the Stated
Principal Balance of such Mortgage Loan (other than the
related Discount Fraction of such Stated Principal Balance,
with respect to a Discount Mortgage Loan) and (b) the Senior
Accelerated Distribution Percentage for such Distribution
Date times the related unscheduled collections (including
without limitation Insurance Proceeds, Liquidation Proceeds
and REO Proceeds) to the extent applied by the Master
Servicer as recoveries of principal of the related Mortgage
Loan pursuant to Section 3.14 (in each case other than the
portion of such unscheduled collections, with respect to a
Discount Mortgage Loan included in Section 4.02(b)(i)(C));
(C) the Senior Accelerated Distribution Percentage
for such Distribution Date times the aggregate of all
Principal Prepayments in Full and Curtailments received in
the related Prepayment Period (other than the related
Discount Fraction of such Principal Prepayments in Full and
Curtailments, with respect to a Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount for such
Distribution Date; and
(E) any amounts described in subsection (ii)(Y),
clauses (A), (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 to Realized
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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-4 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-4 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-4 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-4 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-4 Collection Shortfalls for such Distribution
Date or remaining unpaid for all previous Distribution Dates, to the
extent the amounts available pursuant to clause (x) of Sections
4.02(a)(xiv) and (xv) are insufficient therefor, applied in reduction
of the Certificate Principal Balance of the Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an
amount equal to (x) the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as
provided below minus (y) the amount of any Class A-4 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-4 Collection Shortfalls for such Distribution
Date or remaining unpaid for all previous Distribution Dates applied in
reduction of the Certificate Principal Balance of the Class B-3
Certificates;
(xvi) to the Class A Certificateholders and Class R
Certificateholders in the priority set forth in Section 4.02(b), the
portion, if any, of the Available Distribution
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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 event the Class B Certificates and
Class M Certificates are no longer outstanding, the Class A and Class R
Certificates, Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date will be distributable only to the extent that such
unpaid Accrued Certificate Interest was attributable to interest shortfalls
relating to the failure of the Master Servicer to make any required Advance, or
the determination by the Master Servicer that any proposed Advance would be a
Nonrecoverable Advance with respect to the related Mortgage Loan where such
Mortgage Loan has not yet been the subject of a Cash Liquidation or REO
Disposition.
(b) Distributions of principal on the Class A Certificates (other than
the Class A-5 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-4 Certificates, until the
Certificate Principal Balance thereof is reduced to zero, an amount
(the "Class A-4 Principal Distribution Amount") equal to the aggregate
of:
(A) the related Discount Fraction of the principal
portion of each Monthly Payment on each Discount Mortgage
Loan due during the related Due Period, whether or not
received on or prior to the related Determination Date,
minus the Discount Fraction of the principal portion of any
related Debt Service Reduction which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
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(B) the related Discount Fraction of the principal
portion of all unscheduled collections on each Discount
Mortgage Loan received during the preceding calendar month
(other than amounts received in connection with a Cash
Liquidation or REO Disposition of a Discount Mortgage Loan
described in clause (C) below), including Principal
Prepayments in Full, Curtailments and repurchases (including
deemed repurchases under Section 3.07(b)) of Discount
Mortgage Loans (or, in the case of a substitution of a
Deleted Mortgage Loan, the Discount Fraction of the amount
of any shortfall deposited in the Custodial Account in
connection with such substitution);
(C) in connection with the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan that did not result
in any Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses, an amount
equal to the lesser of (1) the applicable Discount Fraction
of the Stated Principal Balance of such Discount Mortgage
Loan immediately prior to such Distribution Date and (2) the
aggregate amount of the collections on such 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-4 Collection
Shortfalls for such Distribution Date and the amount of any
Class A-4 Collection Shortfalls remaining unpaid for all
previous Distribution Dates, but only to the extent of the
Eligible Funds for such Distribution Date;
(ii) second, the Senior Principal Distribution Amount
shall be distributed to the Class R Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(iii) third, 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 Prepayment Lockout
Certificates in reduction of the Certificate Principal Balance thereof,
in an amount equal to the sum of the following:
(A) the Prepayment Lockout Certificates' pro rata
share (based on the aggregate Certificate Principal Balance
thereof relative to the aggregate Certificate Principal
Balance of the Certificates (other than the Class A-4
Certificates)), of the aggregate of the collections
described in clauses 4.02(a)(ii)(Y)(A), (B) and (E) without
application of the Senior Percentage and Senior Accelerated
Distribution Percentage; and
(B) the Lockout Prepayment Percentage of the
Prepayment Lockout Certificates' pro rata share (based on
the aggregate Certificate Principal Balance thereof relative
to the aggregate Certificate Principal Balance of the
Certificates
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(other than the Class A-4 Certificates)) of the aggregate of
the collections described in clause 4.02(a)(ii)(Y)(C)
without application of the Senior Accelerated Distribution
Percentage;
provided that, if the aggregate of the amounts set
forth in clauses 4.02(a)(ii)(Y)(A), (B), (C) and (E) is more
than the balance of the Available Distribution Amount
remaining after the amounts set forth in Sections 4.02(a)(i)
and (b)(i) have been distributed, the amount paid to the
Prepayment Lockout Certificates pursuant to this clause
(iii) shall be reduced by an amount equal to the Prepayment
Lockout Certificates' pro rata share (based on the aggregate
Certificate Principal Balance thereof relative to the
aggregate Certificate Principal Balance of the Senior
Certificates other than the Class A-4 Certificates) of such
difference;
(iv) fourth, the balance, if any, of the Senior Principal
Distribution Amount remaining after the distributions described in
clauses (ii) and (iii) above shall be distributed in the following
order of priority:
(A) first, to the Class A-2 Certificates, until the
Certificate Principal Balance thereof is reduced to zero;
(B) second, to the Class A-3 Certificates, until the
Certificate Principal Balance thereof is reduced to zero;
and
(C) third, to the Prepayment Lockout Certificates,
until the Certificate Principal Balance thereof is 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-4
Certificates) will be disregarded and an amount equal to the Discount Fraction
of the principal portion of scheduled payments and unscheduled collections
received or advanced in respect of Discount Mortgage Loans will be distributed
to the Class A-4 Certificates and the Senior Principal Distribution Amount will
be distributed to all Classes of Senior Certificates (other than the Class A-4
Certificates) pro rata in accordance with their respective outstanding
Certificate Principal Balances and the amount set forth in Section 4.02(a)(i)
will be distributed as set forth therein.
(d) After reduction of the Certificate Principal Balances of the Senior
Certificates (other than the Class A-4 Certificates) to zero but prior to the
Credit Support Depletion Date, the Senior Certificates (other than the Class A-4
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-4, 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
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Realized Loss, in the event that within two years of the date on which such
Realized Loss was determined to have occurred the Master Servicer receives
amounts, which the Master Servicer reasonably believes to represent subsequent
recoveries (net of any related liquidation expenses), or determines that it
holds surplus amounts previously reserved to cover estimated expenses,
specifically related to such Mortgage Loan (including, but not limited to,
recoveries in respect of the representations and warranties made by the related
Seller pursuant to the applicable Seller's Agreement), the Master Servicer shall
distribute such amounts to the Class or Classes to which such Realized Loss was
allocated, if applicable (with the amounts to be distributed allocated among
such Classes in the same proportions as such Realized Loss was allocated), and
within each such Class to the Certificateholders of record as of the Record Date
immediately preceding the date of such distribution (or if such Class of
Certificates is no longer outstanding, to the Certificateholders of record at
the time that such Realized Loss was allocated); provided that no such
distribution to any Class of Certificates of subsequent recoveries related to a
Mortgage Loan shall exceed, either individually or in the aggregate and together
with any other amounts paid in reimbursement therefor, the amount of the related
Realized Loss that was allocated to such Class of Certificates. Notwithstanding
the foregoing, no such distribution shall be made with respect to the
Certificates of any Class to the extent that either (i) such Class was protected
against the related Realized Loss pursuant to any instrument or fund established
under Section 12.01(e) or (ii) such Class of Certificates has been deposited
into a separate trust fund or other structuring vehicle and separate
certificates or other instruments representing interests therein have been
issued in one or more classes, and any of such separate certificates or other
instruments was protected against the related Realized Loss pursuant to any
limited guaranty, payment obligation, irrevocable letter of credit, surety bond,
insurance policy or similar instrument or a reserve fund, or a combination
thereof. Any amount to be so distributed shall be distributed by the Master
Servicer to the 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-5 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-5 Certificates, to the Class
A-5 Certificates or any Subclass thereof to which the related Realized Loss (or
portion thereof) was previously allocated. Any amounts to be so distributed
shall not be remitted to or distributed from the Trust Fund, and shall
constitute subsequent recoveries with respect to Mortgage Loans that are no
longer assets of the Trust Fund.
(f) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Company or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(g) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class of
Certificates will be made on the next Distribution Date, the Master Servicer
shall, no later than the Determination Date in the month
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of such final distribution, notify the Trustee and the Trustee shall, no later
than two (2) Business Days after such Determination Date, mail on such date to
each Holder of such Class of Certificates a notice to the effect that: (i) the
Trustee anticipates that the final distribution with respect to such Class of
Certificates will be made on such Distribution Date but only upon presentation
and surrender of such Certificates at the office of the Trustee or as otherwise
specified therein, and (ii) no interest shall accrue on such Certificates from
and after the end of the prior calendar month. In the event that
Certificateholders required to surrender their Certificates pursuant to Section
9.01(c) do not surrender their Certificates for final cancellation, the Trustee
shall cause funds distributable with respect to such Certificates to be
withdrawn from the Certificate Account and credited to a separate escrow account
for the benefit of such Certificateholders as provided in Section 9.01(d).
SECTION 4.03. STATEMENTS TO CERTIFICATEHOLDERS.
(a) Concurrently with each distribution charged to the Certificate
Account and with respect to each Distribution Date the Master Servicer shall
forward to the Trustee and the Trustee shall forward by mail to each Holder and
the Company a statement setting forth the following information as to each Class
of Certificates to the extent applicable:
(i) (a) the amount of such distribution to the
Certificateholders of such Class applied to reduce the Certificate
Principal Balance thereof, and (b) the aggregate amount included
therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of such
Class of Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable
to such Holders if there were sufficient funds available therefor, the
amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer
pursuant to Section 4.04;
(v) the number and Pool Stated Principal Balance of the
Mortgage Loans after giving effect to the distribution of principal on
such Distribution Date;
(vi) the aggregate Certificate Principal Balance of each
Class of Certificates, and each of the Senior, Class M and Class B
Percentages, after giving effect to the amounts distributed on such
Distribution Date, separately identifying any reduction thereof due to
Realized Losses other than pursuant to an actual distribution of
principal;
(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
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delinquent (A) one month, (B) two months and (C) three months and the
number and aggregate principal balance of Mortgage Loans that are in
foreclosure;
(ix) the number, aggregate principal balance and book
value of any REO Properties;
(x) the aggregate Accrued Certificate Interest
remaining unpaid, if any, for each Class of Certificates, after giving
effect to the distribution made on such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and
Bankruptcy Amount as of the close of business on such Distribution Date
and a description of any change in the calculation of such amounts;
(xii) the weighted average Pool Strip Rate for such
Distribution Date and the Pass-Through Rate on the Class A-5
Certificates and each Subclass, if any, thereof;
(xiii)the occurrence of the Credit Support Depletion Date;
(xiv) the Senior Accelerated Distribution Percentage
applicable to such distribution;
(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 foreclosed loans from Sellers due to a breach of
representation or warranty;
(xviii) the weighted average remaining term to maturity of
the Mortgage Loans after giving effect to the amounts distributed on
such Distribution Date;
(xix) the weighted average Mortgage Rates of the Mortgage
Loans after giving effect to the amounts distributed on such
Distribution Date; and
(xx) 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.
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(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Certificate, other than a Class R Certificate,
a statement containing the information set forth in clauses (i) and (ii) of
subsection (a) above aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
SECTION 4.04. DISTRIBUTION OF REPORTS TO THE TRUSTEE AND THE COMPANY; ADVANCES
BY THE MASTER SERVICER.
(a) Prior to the close of business on the Business Day next succeeding
each Determination Date, the Master Servicer shall furnish a written statement
to the Trustee, any Paying Agent and the Company (the information in such
statement to be made available to Certificateholders by the Master Servicer on
request) setting forth (i) the Available Distribution Amount and (ii) the
amounts required to be withdrawn from the Custodial Account and deposited into
the Certificate Account on the immediately succeeding Certificate Account
Deposit Date pursuant to clause (iii) of Section 4.01(a). The determination by
the Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
shall be protected in relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect, on the Outstanding Mortgage Loans as of the related Due Date,
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which Monthly Payments were delinquent as of the close of business as of the
related Determination Date; provided that no Advance shall be made if it would
be a Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the
Custodial Account and deposit in the Certificate Account all or a portion of the
Amount Held for Future Distribution in discharge of any such Advance, or (iii)
make advances in the form of any combination of (i) and (ii) aggregating the
amount of such Advance. Any portion of the Amount Held for Future Distribution
so used shall be replaced by the Master Servicer by deposit in the Certificate
Account on or before 11:00 A.M. New York time on any future Certificate Account
Deposit Date to the extent that funds attributable to the Mortgage Loans that
are available in the Custodial Account for deposit in the Certificate Account on
such Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date. The
Master Servicer shall be entitled to use any Advance made by a Subservicer as
described in Section 3.07(b) that has been deposited in the Custodial Account on
or before such Distribution Date as part of the Advance made by the Master
Servicer pursuant to this Section 4.04. The amount of any reimbursement pursuant
to Section 4.02(a)(iii) in respect of outstanding Advances on any Distribution
Date shall be allocated to specific Monthly Payments due but delinquent for
previous Due Periods, which allocation shall be made, to the extent practicable,
to Monthly Payments which have been delinquent for the longest period of time.
Such allocations shall be conclusive for purposes of reimbursement to the Master
Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing
Officer delivered to the Seller and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) assume the rights and obligations of the Master
Servicer hereunder, including the obligation to deposit in the Certificate
Account an amount equal to the Advance for the immediately succeeding
Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this
Section 4.04 into the Certificate Account.
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SECTION 4.05. ALLOCATION OF REALIZED LOSSES.
Prior to each Distribution Date, the Master Servicer shall determine
the total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, 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-4
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-4 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-4 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-4 Certificates in an amount equal to the related Discount Fraction
thereof, and the remainder of such losses on Discount Mortgage Loans will be
allocated among the Class A Certificates (other than the Class A-4
Certificates), Class M, Class B and Class R Certificates on a pro rata basis, as
described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Class B Certificates or, after the Certificate Principal
Balances of the Class B Certificates have been
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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-5
Certificates) evidenced thereby. All Realized Losses and all other losses
allocated to the Class A-5 Certificates hereunder will be allocated to the Class
A-5 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.
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
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Servicer pursuant to this Section 4.07 will be viewed as an advance, and the
amount of any Realized Loss shall be recoverable pursuant to the provisions for
the recovery of unreimbursed Advances under Section 4.02(a) or, to the extent
not recoverable under such provisions, as a Nonrecoverable Advance as set forth
herein.
SECTION 4.08. DISTRIBUTIONS ON THE UNCERTIFICATED REMIC REGULAR INTERESTS.
(a) On each Distribution Date, the Trustee shall be deemed to
distribute to itself, as the holder of the Uncertificated REMIC Regular
Interests, Uncertificated Accrued Interest on the Uncertificated REMIC Regular
Interests for such Distribution Date, plus any Uncertificated Accrued Interest
thereon remaining unpaid from any previous Distribution Date.
(b) In determining from time to time the Uncertificated REMIC Regular
Interest Distribution Amounts, Realized Losses allocated to the Class A-5
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-5 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-5 Certificates shall
equal 100% of the amounts payable with respect to the Uncertificated REMIC
Regular Interests.
(d) Notwithstanding the deemed distributions on the Uncertificated
REMIC Regular Interests described in this Section 4.08, distributions of funds
from the Certificate Account shall be made only in accordance with Section 4.02.
SECTION 4.09. COMPLIANCE WITH WITHHOLDING REQUIREMENTS.
Notwithstanding any other provision of this Agreement, the
Trustee or any Paying Agent, as applicable, shall comply with all federal
withholding requirements respecting payments to Certificateholders, including
interest or original issue discount payments or advances thereof that the
Trustee or any Paying Agent, as applicable, reasonably believes are applicable
under the Code. The consent of Certificateholders shall not be required for such
withholding. In the event the Trustee or any Paying Agent, as applicable, does
withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee or any Paying Agent, as applicable, shall indicate the
amount withheld to such Certificateholders pursuant to the terms of such
requirements.
SECTION 4.10. SURETY BOND.
(a) If a Required Surety Payment is payable pursuant to the Surety
Bond with respect to any Additional Collateral Loan, the Master Servicer shall
so notify the Trustee as soon
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as reasonably practicable and the Trustee shall promptly complete the notice in
the form of Attachment 1 to the Surety Bond and shall promptly submit such
notice to the Surety as a claim for a Required Surety. The Master Servicer shall
upon request assist the Trustee in completing such notice and shall provide any
information requested by the Trustee in connection therewith.
(b) Upon receipt of a Required Surety Payment from the Surety on
behalf of the Holders of Certificates, the Trustee shall deposit such Required
Surety Payment in the Certificate Account and shall distribute such Required
Surety Payment, or the proceeds thereof, in accordance with the provisions of
Section 4.02.
(c) The Trustee shall (i) receive as attorney-in-fact of each Holder
of a Certificate any Required Surety Payment from the Surety and (ii) disburse
the same to the Holders of such Certificates as set forth in Section 4.02.
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ARTICLE V
THE CERTIFICATES
SECTION 5.01. THE CERTIFICATES.
(a) The Class A, Class M, Class B and Class R Certificates,
respectively, shall be substantially in the forms set forth in Exhibits A, B, C
and D and shall, on original issue, be executed and delivered by the Trustee to
the Certificate Registrar for authentication and delivery to or upon the order
of the Company and in the case of any Certificates issued on the Closing Date,
upon receipt by the Trustee or one or more Custodians of the documents specified
in Section 2.01. The Class A-1, Class A-2 and Class A-3 Certificates shall be
issuable in minimum dollar denominations of $25,000 and integral multiples of $1
in excess thereof; the Class A-4 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-4, Class B-1, 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-4 $ 25,575.86
Class B-1 $ 307,200.00
Class B-2 $ 230,400.00
Class B-3 $ 230,403.90
The Class A-5 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 Section 10.01(c) and (e) in a
minimum denomination representing a Percentage Interest of not less than 0.01%.
Each Subclass of the Class A-5 Certificates shall be issuable in minimum
denominations of not less than a 100% Percentage Interest, except as provided in
Section 5.01(c).
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
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(b) The Class A Certificates, other than the Class A-4 and Class A-5
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-4 Certificates and Class A-5 Certificates,
through the book-entry facilities of the Depository and, except as provided
below, shall not be entitled to Definitive Certificates in respect of such
Ownership Interests. All transfers by Certificate Owners of their respective
Ownership Interests in the Book-Entry Certificates shall be made in accordance
with the procedures established by the Depository Participant or brokerage firm
representing such Certificate Owner. Each Depository Participant shall transfer
the Ownership Interests only in the Book-Entry Certificates of Certificate
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Company is unable to locate a
qualified successor or (ii) the Company at its option advises the Trustee in
writing that it elects to terminate the book-entry system through the
Depository, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Definitive Certificates. Neither the
Company, the Master Servicer nor the Trustee shall be liable for any actions
taken by the Depository or its nominee, including, without limitation, any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Company in connection with the issuance of the Definitive
Certificates pursuant to this Section 5.01 shall be deemed to be imposed upon
and performed by the Trustee, and the Trustee and the Master Servicer shall
recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.
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(c) From time to time, Residential Funding, as the initial Holder of
the Class A-5 Certificates may exchange such Holder's Class A-5 Certificates for
Subclasses of Class A-5 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-5 Certificates so surrendered for exchange. Any Subclass so issued shall
bear a numerical designation commencing with Class A-5-1 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-5 Certificates may be transferred in whole, but not
in part, in accordance with the provisions of Section 5.02.
SECTION 5.02. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be appointed by the Trustee in accordance with the provisions of
Section 8.12 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein
provided. The Trustee is initially appointed Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided. The Certificate Registrar, or the Trustee, shall provide the
Master Servicer with a certified list of Certificateholders as of each Record
Date prior to the related Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class M, Class B or Class R Certificate,
upon satisfaction of the conditions set forth below, the Trustee shall execute
and the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class (or
Subclass) and aggregate Percentage Interest, upon surrender of the Certificates
to be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form
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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 (except that, if such transfer is made by the Company or the
Master Servicer or any Affiliate thereof, the Company or the Master Servicer
shall provide such Opinion of Counsel at its own expense); provided that such
Opinion of Counsel will not be required in connection with the initial transfer
of any such Certificate by the Company or any Affiliate thereof to the Company
or an Affiliate of the Company and (B) the Trustee shall require the transferee
to execute a representation letter, substantially in the form of Exhibit J-1
hereto, and the Trustee shall require the transferor to execute a representation
letter, substantially in the form of Exhibit K hereto, each acceptable to and in
form and substance satisfactory to the Company and the Trustee certifying to the
Company and the Trustee the facts surrounding such transfer, which
representation letters shall not be an expense of the Trustee, the Company or
the Master Servicer; provided, however, that such representation letters will
not be required in connection with any transfer of any such Certificate by the
Company or any Affiliate thereof to the Company or an Affiliate of the Company,
and the Trustee shall be entitled to conclusively rely upon a representation
(which, upon the request of the Trustee, shall be written representation) from
the Company, of the status of such transferee as an Affiliate of the Company or
(ii) the prospective transferee of such a Certificate shall be required to
provide the Trustee, the Company and the Master Servicer with an investment
letter substantially in the form of Exhibit L attached hereto (or such other
form as the Company in its sole discretion deems acceptable), which investment
letter shall not be an expense of the Trustee, the Company or the Master
Servicer, and which investment letter states that, among other things, such
transferee (A) is a "qualified institutional buyer" as defined under Rule 144A,
acting for its own account or the accounts of other "qualified institutional
buyers" as defined under Rule 144A, and (B) is aware that the proposed
transferor intends to rely on the exemption from registration requirements under
the Securities Act of 1933, as amended, provided by Rule 144A. The Holder of any
such Certificate desiring to effect any such transfer, sale, pledge or other
disposition shall, and does hereby agree to, indemnify the Trustee, the Company,
the Master Servicer and the Certificate Registrar against any liability that may
result if the transfer, sale, pledge or other disposition is not so exempt or is
not made in accordance with such federal and state laws.
(e) In the case of any Class M, Class B or Class R Certificate
presented for registration in the name of any Person, either (i) the Trustee
shall require an Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master Servicer to the effect
that the purchase or holding of such Class M, Class B or Class R Certificate is
permissible under applicable law, will not constitute or result in any
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non-exempt prohibited transaction under Section 406 of ERISA, or Section 4975 of
the Code (or comparable provisions of any subsequent enactments), and will not
subject the Trustee, the Company or the Master Servicer to any obligation or
liability (including obligations or liabilities under ERISA or Section 4975 of
the Code) in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trustee, the Company or the Master
Servicer or (ii) the prospective transferee shall be required to provide the
Trustee, the Company and the Master Servicer with a certification to the effect
set forth in paragraph six of Exhibit J-1 (with respect to any Class B
Certificate), Exhibit J-2 (with respect to any Class M Certificate) or with a
certification to the effect set forth in paragraph fourteen of Exhibit I-1 (with
respect to any Class R Certificate), which the Trustee may rely upon without
further inquiry or investigation, or such other certifications as the Trustee
may deem desirable or necessary in order to establish that such transferee or
the Person in whose name such registration is requested is not an employee
benefit plan or other plan subject to the prohibited transaction provisions of
ERISA or Section 4975 of the Code, or any Person (including an investment
manager, a named fiduciary or a trustee of any such plan) who is using "plan
assets" of any such plan to effect such acquisition.
(f) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in
a Class R Certificate shall be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change in its
status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require delivery
to it, and shall not register the Transfer of any Class R Certificate
until its receipt of, (I) an affidavit and agreement (a "Transfer
Affidavit and Agreement," in the form attached hereto as Exhibit I-1)
from the proposed Transferee, in form and substance satisfactory to the
Master Servicer, representing and warranting, among other things, that
it is a Permitted Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of the proposed
Transfer as a nominee, trustee or agent for any Person who is not a
Permitted Transferee, that for so long as it retains its Ownership
Interest in a Class R Certificate, it will endeavor to remain a
Permitted Transferee, and that it has reviewed the provisions of this
Section 5.02(f) and agrees to be bound by them, and (II) a certificate,
in the form attached hereto as Exhibit I-2, from the Holder wishing to
transfer the Class R Certificate, in form and substance satisfactory to
the Master Servicer, representing and warranting, among other things,
that no purpose of the proposed Transfer is to impede the assessment or
collection of tax.
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(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned to this Agreement
has actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Class R
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in
a Class R Certificate shall agree (x) to require a Transfer Affidavit
and Agreement from any other Person to whom such Person attempts to
transfer its Ownership Interest in a Class R Certificate and (y) not to
transfer its Ownership Interest unless it provides a certificate to the
Trustee in the form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership Interest in
a Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of Temporary Treasury
Regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf of, a
"pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class
R Certificate only if it shall have received the Transfer Affidavit and
Agreement, a certificate of the Holder requesting such transfer in the
form attached hereto as Exhibit I-2 and all of such other documents as
shall have been reasonably required by the Trustee as a condition to
such registration. Transfers of the Class R Certificates to Persons
other than Permitted Transferees are prohibited.
(iii) (A) If any Person other than a Permitted Transferee
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
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.
(B) If any purported Transferee shall become a Holder
of a Class R Certificate in violation of the restrictions in
this Section 5.02(f) and to the extent that the retroactive
restoration of the rights of the Holder of such Class R
Certificate as described in clause (iii)(A) above shall be
invalid, illegal or unenforceable, then the Master Servicer
shall have the right, without notice to the holder or any
prior holder of such Class R Certificate, to sell such Class R
Certificate to a purchaser selected by the Master Servicer on
such terms as the
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Master Servicer may choose. Such purported Transferee shall
promptly endorse and deliver each Class R Certificate in
accordance with the instructions of the Master Servicer. Such
purchaser may be the Master Servicer itself or any Affiliate
of the Master Servicer. The proceeds of such sale, net of the
commissions (which may include commissions payable to the
Master Servicer or its Affiliates), expenses and taxes due, if
any, will be remitted by the Master Servicer to such purported
Transferee. The terms and conditions of any sale under this
clause (iii)(B) shall be determined in the sole discretion of
the Master Servicer, and the Master Servicer shall not be
liable to any Person having an Ownership Interest in a Class R
Certificate as a result of its exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall
make available, upon written request from the Trustee, all information
necessary to compute any tax imposed (A) as a result of the Transfer of
an Ownership Interest in a Class R Certificate to any Person who is a
Disqualified Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be provided to the
Internal Revenue Service and certain Persons as described in Treasury
Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a
result of any regulated investment company, real estate investment
trust, common trust fund, partnership, trust, estate or organization
described in Section 1381 of the Code that holds an Ownership Interest
in a Class R Certificate having as among its record holders at any time
any Person who is a Disqualified Organization. Reasonable compensation
for providing such information may be required by the Master Servicer
from such Person.
(v) The provisions of this Section 5.02(f) set forth
prior to this clause (v) may be modified, added to or eliminated,
provided that there shall have been delivered to the Trustee the
following:
(A) written notification from each Rating Agency to
the effect that the modification, addition to or elimination
of such provisions will not cause such Rating Agency to
downgrade its then-current ratings, if any, of any Class of
the Class A, Class M, Class B or Class R Certificates below
the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating
Agency; and
(B) subject to Section 10.01(f), a certificate of the
Master Servicer stating that the Master Servicer has received
an Opinion of Counsel, in form and substance satisfactory to
the Master Servicer, to the effect that such modification,
addition to or absence of such provisions will not cause the
Trust Fund to cease to qualify as a REMIC and will not cause
(x) the Trust Fund to be subject to an entity-level tax caused
by the Transfer of any Class R Certificate to a Person that is
not a Permitted Transferee 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.
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(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
SECTION 5.03. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
SECTION 5.04. PERSONS DEEMED OWNERS.
Prior to due presentation of a Certificate for registration of
transfer, the Company, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.02 and for all other purposes whatsoever,
and neither the Company, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary except as
provided in Section 5.02(f).
SECTION 5.05. APPOINTMENT OF PAYING AGENT.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with
the Paying Agent a sum sufficient to make the payments to the Certificateholders
in the amounts and in the manner provided for in Section 4.02, such sum to be
held in trust for the benefit of the Certificateholders.
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The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
SECTION 5.06. OPTIONAL PURCHASE OF CERTIFICATES.
(a) On any Distribution Date on which the Pool Stated Principal Balance
is less than ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master Servicer or the Company shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the sum of the outstanding Certificate Principal Balance of such Certificates
plus the sum of one month's Accrued Certificate Interest thereon and any
previously unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the
Certificates is anticipated to be made upon presentation and surrender
of such Certificates at the office or agency of the Trustee therein
designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office or agency
of the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified above,
the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of one month's
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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 covenant and condition to
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be performed or observed by the Master Servicer under this Agreement; provided
further that each Rating Agency's rating of the Classes of Certificates that
have been rated in effect immediately prior to such assignment and delegation
will not be qualified, reduced or withdrawn as a result of such assignment and
delegation (as evidenced by a letter to such effect from each Rating Agency). In
the case of any such assignment and delegation, the Master Servicer shall be
released from its obligations under this Agreement, except that the Master
Servicer shall remain liable for all liabilities and obligations incurred by it
as Master Servicer hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding sentence.
SECTION 6.03. LIMITATION ON LIABILITY OF THE COMPANY, THE MASTER SERVICER AND
OTHERS.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Company, the Master Servicer or any such Person
against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Company, the Master Servicer and any
director, officer, employee or agent of the Company or the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Company,
the Master Servicer and any director, officer, employee or agent of the Company
or the Master Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder.
Neither the Company nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as if such expenses and costs constituted a Prepayment
Interest Shortfall.
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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
(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
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a voluntary case under, any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee
pursuant to Section 4.04(b) that it is unable to deposit in the
Certificate Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Company or the Trustee may, and
at the direction of Holders of Certificates entitled to at least 51% of the
Voting Rights, the Trustee shall, by notice in writing to the Master Servicer
(and to the Company if given by the Trustee or to the Trustee if given by the
Company), terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder. If an Event of Default
described in clause (vi) hereof shall occur, the Trustee shall, by notice to the
Master Servicer and the Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential
Funding in its capacity as Master Servicer hereunder, Residential Funding shall
be entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
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SECTION 7.02. TRUSTEE OR COMPANY TO ACT; APPOINTMENT OF SUCCESSOR.
On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Company and with the Company's consent (which
shall not be unreasonably withheld) a designee (which meets the standards set
forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers or
Sellers as set forth in such Sections, and its obligations to deposit amounts in
respect of losses incurred prior to such notice or termination on the investment
of funds in the Custodial Account or the Certificate Account pursuant to
Sections 3.07(c) and 4.01(b) by the terms and provisions hereof); provided,
however, that any failure to perform such duties or responsibilities caused by
the preceding Master Servicer's failure to provide information required by
Section 4.04 shall not be considered a default by the Trustee hereunder. As
compensation therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been entitled to charge
to the Custodial Account or the Certificate Account if the Master Servicer had
continued to act hereunder and, in addition, shall be entitled to the income
from any Permitted Investments made with amounts attributable to the Mortgage
Loans held in the Custodial Account or the Certificate Account. If the Trustee
has become the successor to the Master Servicer in accordance with Section 6.04
or Section 7.01, then notwithstanding the above, the Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act, appoint, or petition a
court of competent jurisdiction to appoint, any established housing and home
finance institution, which is also a FNMA- or FHLMC-approved mortgage servicing
institution, having a net worth of not less than $10,000,000 as the successor to
the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
initial Master Servicer hereunder. The Company, the Trustee, the Custodian and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02 will be
lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee
accrues at a rate of less than 0.20% per annum in the event that the successor
Master Servicer is not servicing such Mortgage Loans directly and it is
necessary to raise the related Subservicing Fee to a rate of 0.20% per annum in
order to hire a Subservicer with respect to such Mortgage Loans.
SECTION 7.03. NOTIFICATION TO CERTIFICATEHOLDERS.
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
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(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
SECTION 7.04. WAIVER OF EVENTS OF DEFAULT.
The Holders representing at least 66% of the Voting Rights affected by
a default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 12.01(b)(i), (ii) or (iii). Upon any such waiver of a default or Event
of Default by the Holders representing the requisite percentage of Voting Rights
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01. DUTIES OF TRUSTEE.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a
timely fashion to the Master Servicer such information as the Master Servicer
may reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of the Trust Fund as a REMIC under the REMIC Provisions and (subject to Section
10.01(f)) to prevent the imposition of any federal, state or local income,
prohibited transaction, contribution or other tax on the Trust Fund to the
extent that maintaining such status and avoiding such taxes are reasonably
within the control of the Trustee and are reasonably within the scope of its
duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and
after the curing or waiver of all such Events of Default which may have
occurred, the duties and obligations of the Trustee shall be determined
solely by the express provisions of this Agreement, the Trustee shall
not be liable except for the performance of such duties and obligations
as are specifically set forth in this Agreement, no implied covenants
or obligations shall be read into this Agreement against the Trustee
and, in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any
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certificates or opinions furnished to the Trustee by the Company or the
Master Servicer and which on their face, do not contradict the
requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an
error of judgment made in good faith by a Responsible Officer or
Responsible Officers of the Trustee, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken by it in
good faith in accordance with the direction of Certificateholders of
any Class holding Certificates which evidence, as to such Class,
Percentage Interests aggregating not less than 25% as to the time,
method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Agreement;
(iv) The Trustee shall not be charged with knowledge of
any default (other than a default in payment to the Trustee) specified
in clauses (i) and (ii) of Section 7.01 or an Event of Default under
clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible
Officer of the Trustee assigned to and working in the Corporate Trust
Office obtains actual knowledge of such failure or event or the Trustee
receives written notice of such failure or event at its Corporate Trust
Office from the Master Servicer, the Company or any Certificateholder;
and
(v) Except to the extent provided in Section 7.02, no
provision in this Agreement shall require the Trustee to expend or risk
its own funds (including, without limitation, the making of any
Advance) or otherwise incur any personal financial liability in the
performance of any of its duties as Trustee hereunder, or in the
exercise of any of its rights or powers, if the Trustee shall have
reasonable grounds for believing that repayment of funds or adequate
indemnity against such risk or liability is not reasonably assured to
it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Trustee.
SECTION 8.02. CERTAIN MATTERS AFFECTING THE TRUSTEE.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in
acting or refraining from acting upon any resolution, Officers'
Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent,
order,
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appraisal, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion
of Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it by this Agreement or to
institute, conduct or defend any litigation hereunder or in relation
hereto at the request, order or direction of any of the
Certificateholders pursuant to the provisions of this Agreement, unless
such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which
may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of
an Event of Default (which has not been cured), to exercise such of the
rights and powers vested in it by this Agreement, and to use the same
degree of care and skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct of such
investor's own affairs;
(iv) The Trustee shall not be personally liable for any
action taken, suffered or omitted by it in good faith and believed by
it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default
hereunder and after the curing of all Events of Default which may have
occurred, the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing so to do
by Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the
terms of this Agreement, the Trustee may require reasonable indemnity
against such expense or liability as a condition to so proceeding. The
reasonable expense of every such examination shall be paid by the
Master Servicer, if an Event of Default shall have occurred and is
continuing, and otherwise by the Certificateholder requesting the
investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys; and
(vii) To the extent authorized under the Code and the
regulations promulgated thereunder, each Holder of a Class R
Certificate hereby irrevocably appoints and authorizes the Trustee to
be its attorney-in-fact for purposes of signing any Tax Returns
required to be filed on behalf of the Trust Fund. The Trustee shall
sign on
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behalf of the Trust Fund and deliver to the Master Servicer in a timely
manner any Tax Returns prepared by or on behalf of the Master Servicer
that the Trustee is required to sign as determined by the Master
Servicer pursuant to applicable federal, state or local tax laws,
provided that the Master Servicer shall indemnify the Trustee for
signing any such Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to
the effect that such contribution will not (i) cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding or (ii)
cause the Trust Fund to be subject to any federal tax as a result of such
contribution (including the imposition of any federal tax on "prohibited
transactions" imposed under Section 860F(a) of the Code).
SECTION 8.03. TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document. Except as
otherwise provided herein, the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the Certificates or
of the proceeds of such Certificates, or for the use or application of any funds
paid to the Company or the Master Servicer in respect of the Mortgage Loans or
deposited in or withdrawn from the Custodial Account or the Certificate Account
by the Company or the Master Servicer.
SECTION 8.04. TRUSTEE MAY OWN CERTIFICATES.
The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights it would have if it were
not Trustee.
SECTION 8.05. MASTER SERVICER TO PAY TRUSTEE'S FEES AND EXPENSES;
INDEMNIFICATION.
(a) The Master Servicer covenants and agrees to pay to the Trustee and
any co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ, and the expenses incurred by the
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Trustee or any co-trustee in connection with the appointment of an office or
agency pursuant to Section 8.12) except any such expense, disbursement or
advance as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to
hold the Trustee harmless against, any loss, liability or expense incurred
without negligence or willful misconduct on its part, arising out of, or in
connection with, the acceptance and administration of the Trust Fund, including
the costs and expenses (including reasonable legal fees and expenses) of
defending itself against any claim in connection with the exercise or
performance of any of its powers or duties under this Agreement, provided that:
(i) with respect to any such claim, the Trustee shall
have given the Master Servicer written notice thereof promptly after
the Trustee shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the
Trustee shall cooperate and consult fully with the Master Servicer in
preparing such defense; and
(iii) notwithstanding anything in this Agreement to the
contrary, the Master Servicer shall not be liable for settlement of any
claim by the Trustee entered into without the prior consent of the
Master Servicer which consent shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations created by this
Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the
Master Servicer in this Section 8.05(b) shall not pertain to any loss, liability
or expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
SECTION 8.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the
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provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.07.
SECTION 8.07. RESIGNATION AND REMOVAL OF THE TRUSTEE.
(a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Company. Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Company may
remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Company determines that the Trustee has failed (i) to distribute or cause to
be distributed to the Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Company) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written notice of such failure, requiring that
the same be remedied, shall have been given to the Trustee by the Company, then
the Company may remove the Trustee and appoint a successor trustee by written
instrument delivered as provided in the preceding sentence. In connection with
the appointment of a successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the lesser of the then
current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Company, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
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SECTION 8.08. SUCCESSOR TRUSTEE.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any successor
trustee hereunder), and the Company, the Master Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided
in this Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
SECTION 8.09. MERGER OR CONSOLIDATION OF TRUSTEE.
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders at their address as shown in the
Certificate Register.
SECTION 8.10 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest
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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.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
SECTION 8.11 APPOINTMENT OF CUSTODIANS.
The Trustee may, with the consent of the Master Servicer and the
Company, appoint one or more Custodians who are not Affiliates of the Company,
the Master Servicer or any Seller to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least
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$15,000,000 and shall be qualified to do business in the jurisdiction in which
it holds any Mortgage File. Each Custodial Agreement may be amended only as
provided in Section 12.01. The Trustee shall notify the Certificateholders of
the appointment of any Custodian (other than the Custodian appointed as of the
Closing Date) pursuant to this Section 8.11.
SECTION 8.12 APPOINTMENT OF OFFICE OR AGENCY.
The Trustee will maintain an office or agency in the City of New York
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at 14 Wall Street, 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 Distribution Date to Certificateholders
and the obligation of the Company to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation
(or any Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund or the disposition of all property acquired
upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan,
or
(ii) the purchase by the Master Servicer or the Company
of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Fund at a price equal to 100% of
the unpaid principal balance of each Mortgage Loan or, if less than
such unpaid principal balance, the fair market value of the related
underlying property of such Mortgage Loan with respect to Mortgage
Loans as to which title has been acquired if such fair market value is
less than such unpaid principal balance (net of any unreimbursed
Advances attributable to principal) on the day of repurchase plus
accrued interest thereon at the Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of any Modified Mortgage Loan), as reduced by
any Servicing Modification that constituted an interest rate reduction
to, but not including, the first day of the month in which such
repurchase price is distributed, provided, however, that in no event
shall the trust created hereby continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late ambassador of the United States to the Court of
St. James, living on the date hereof and provided further that the
purchase price set forth above shall be increased as is necessary, as
determined by the Master Servicer, to avoid disqualification of the
Trust Fund as a REMIC.
The right of the Master Servicer or the Company to purchase all the
assets of the Trust Fund pursuant to clause (ii) above is conditioned upon the
Pool Stated Principal Balance as of the Final Distribution Date being less than
ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In addition, the
Master Servicer or the Company, as applicable, shall provide to the Trustee the
certification required by Section 3.15 and the Trustee and any Custodian shall,
promptly following payment of the purchase
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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 repurchase price specified in clause (ii) of subsection (a) of this Section)
over the total amount distributed under the immediately preceding clause (A).
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(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 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
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liquidation period and at or prior to the Final Distribution Date,
purchase all of the assets of the Trust Fund for cash; provided,
however, that in the event that a calendar quarter ends after the
commencement of the 90-day liquidation period but prior to the Final
Distribution Date, the Master Servicer or the Company shall not
purchase any of the assets of the Trust Fund prior to the close of that
calendar quarter.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for the Trust Fund at the expense of the Trust Fund
in accordance with the terms and conditions of this Agreement.
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ARTICLE X
REMIC PROVISIONS
SECTION 10.01. REMIC ADMINISTRATION.
(a) The REMIC Administrator shall make an election to treat
the Trust Fund (other than the Initial Monthly Payment 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-5 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 liability
arising
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from the Trustee's signing of Tax Returns that contain errors or omissions. The
Trustee and Master Servicer shall promptly provide the REMIC Administrator with
such information, within their respective control, as the REMIC Administrator
may from time to time request for the purpose of enabling the REMIC
Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any
Transferor of a Class R Certificate such information as is necessary for the
application of any tax relating to the transfer of a Class R Certificate to any
Person who is not a Permitted Transferee, (ii) to the Trustee and the Trustee
shall forward to the Certificateholders such information or reports as are
required by the Code or the REMIC Provisions including reports relating to
interest, original issue discount and market discount or premium (using the
Prepayment Assumption) and (iii) to the Internal Revenue Service the name,
title, address and telephone number of the person who will serve as the
representative of the Trust Fund.
(f) The Master Servicer and the REMIC Administrator shall take
such actions and shall cause the Trust Fund created hereunder to take such
actions as are reasonably within the Master Servicer's or the REMIC
Administrator's control and the scope of its duties more specifically set forth
herein as shall be necessary or desirable to maintain the status thereof as a
REMIC under the REMIC Provisions (and the Trustee shall assist the Master
Servicer and the REMIC Administrator, to the extent reasonably requested by the
Master Servicer and the REMIC Administrator to do so). The Master Servicer and
the REMIC Administrator shall not knowingly or intentionally take any action,
cause the Trust Fund to take any action or fail to take (or fail to cause to be
taken) any action reasonably within their respective control, that, under the
REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger
the status of the Trust Fund as a REMIC or (ii) result in the imposition of a
tax upon the Trust Fund (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) (either such
event, in the absence of an Opinion of Counsel or the indemnification referred
to in this sentence, an "Adverse REMIC Event") unless the Master Servicer or the
REMIC Administrator, as applicable, has received an Opinion of Counsel (at the
expense of the party seeking to take such action or, if such party fails to pay
such expense, and the Master Servicer or the REMIC Administrator, as applicable,
determines that taking such action is in the best interest of the Trust Fund and
the Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of the Master Servicer, the REMIC Administrator or the Trustee) to the
effect that the contemplated action will not, with respect to the Trust Fund
created hereunder, endanger such status or, unless the Master Servicer, the
REMIC Administrator or both, as applicable, determine in its or their sole
discretion to indemnify the Trust Fund against the imposition of such a tax,
result in the imposition of such a tax. Wherever in this Agreement a
contemplated action may not be taken because the timing of such action might
result in the imposition of a tax on the Trust Fund, or may only be taken
pursuant to an Opinion of Counsel that such action would not impose a tax on the
Trust Fund, such action may nonetheless be taken provided that the indemnity
given in the preceding sentence with respect to any taxes that might be imposed
on the Trust Fund has been given and that all other preconditions to the taking
of such action have been satisfied. The Trustee shall not take or fail to take
any action (whether or not authorized hereunder) as to which the Master Servicer
or the REMIC Administrator, as applicable, has advised it in writing that it has
received an Opinion of Counsel to the effect that
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an Adverse REMIC Event could occur with respect to such action. In addition,
prior to taking any action with respect to the Trust Fund or its assets, or
causing the Trust Fund to take any action, which is not expressly permitted
under the terms of this Agreement, the Trustee will consult with the Master
Servicer or the REMIC Administrator, as applicable, or its designee, in writing,
with respect to whether such action could cause an Adverse REMIC Event to occur
with respect to the Trust Fund, and the Trustee shall not take any such action
or cause the Trust Fund to take any such action as to which the Master Servicer
or the REMIC Administrator, as applicable, has advised it in writing that an
Adverse REMIC Event could occur. The Master Servicer or the REMIC Administrator,
as applicable, may consult with counsel to make such written advice, and the
cost of same shall be borne by the party seeking to take the action not
expressly permitted by this Agreement, but in no event at the expense of the
Master Servicer or the REMIC Administrator. At all times as may be required by
the Code, the Master Servicer will to the extent within its control and the
scope of its duties more specifically set forth herein, maintain substantially
all of the assets of the Trust Fund as "qualified mortgages" as defined in
Section 860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited
transactions" of the Trust Fund created hereunder as defined in Section
860F(a)(2) of the Code, on "net income from foreclosure property" of the Trust
Fund as defined in Section 860G(c) of the Code, on any contributions to the
Trust Fund after the Startup Day therefor pursuant to Section 860G(d) of the
Code, or any other tax is imposed by the Code or any applicable provisions of
state or local tax laws, such tax shall be charged (i) to the Master Servicer,
if such tax arises out of or results from a breach by the Master Servicer of any
of its obligations under this Agreement or the Master Servicer has in its sole
discretion determined to indemnify the Trust Fund against such tax, (ii) to the
Trustee, if such tax arises out of or results from a breach by the Trustee of
any of its obligations under this Article X, or otherwise (iii) against amounts
on deposit in the Custodial Account as provided by Section 3.10 and on the
Distribution Date(s) following such reimbursement the aggregate of such taxes
shall be allocated in reduction of the Accrued Certificate Interest on each
Class entitled thereto in the same manner as if such taxes constituted a
Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal
income tax purposes, maintain books and records with respect to the Trust Fund
on a calendar year and on an accrual basis or as otherwise may be required by
the REMIC Provisions.
(i) Following the Startup Day, neither the Master Servicer nor
the Trustee shall accept any contributions of assets to the Trust Fund unless
(subject to Section 10.01(f)) the Master Servicer and the Trustee shall have
received an Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in the Trust Fund
will not cause the Trust Fund to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject the Trust Fund to any tax under the
REMIC Provisions or other applicable provisions of federal, state and local law
or ordinances.
(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
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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" of each "regular
interest" of the REMIC is July 25, 2013.
(l) Within 30 days after the Closing Date, the REMIC
Administrator shall prepare and file with the Internal Revenue Service Form
8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC)
and Issuers of Collateralized Debt Obligations" for the Trust Fund.
(m) Neither the Trustee nor the Master Servicer shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection
with (i) the default, imminent default or foreclosure of a Mortgage Loan,
including but not limited to, the acquisition or sale of a Mortgaged Property
acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund,
(iii) the termination of the Trust Fund pursuant to Article IX of this Agreement
or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this
Agreement) nor acquire any assets for the Trust Fund, nor sell or dispose of any
investments in the Custodial Account or the Certificate Account for gain nor
accept any contributions to the Trust Fund after the Closing Date unless it has
received an Opinion of Counsel that such sale, disposition, substitution or
acquisition will not (a) affect adversely the status of the Trust Fund as a
REMIC or (b) unless the Master Servicer has determined in its sole discretion to
indemnify the Trust Fund against such tax, cause the Trust Fund to be subject to
a tax on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions.
SECTION 10.02. MASTER SERVICER, REMIC ADMINISTRATOR AND TRUSTEE
INDEMNIFICATION.
(a) The Trustee agrees to indemnify the Trust Fund, the
Company, the REMIC Administrator and the Master Servicer for any taxes and costs
including, without limitation, any reasonable attorneys' fees imposed on or
incurred by the Trust Fund, the Company or the Master Servicer, as a result of a
breach of the Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust
Fund, the Company, the Master Servicer and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Company, the Master Servicer or the Trustee, as
a result of a breach of the REMIC Administrator's covenants set forth in this
Article X with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the REMIC Administrator that contain errors or omissions;
provided, however, that such liability will not be imposed to the extent such
breach is a result of an error or omission in information provided to the REMIC
Administrator by the Master Servicer in which case Section 10.02(c) will apply.
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(c) The Master Servicer agrees to indemnify the Trust Fund,
the Company, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Company or the Trustee, as a result of a breach
of the Master Servicer's covenants set forth in this Article X or in Article III
with respect to compliance with the REMIC Provisions, including without
limitation, any penalties arising from the Trustee's execution of Tax Returns
prepared by the Master Servicer that contain errors or omissions.
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ARTICLE XI
[RESERVED]
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ARTICLE XII
MISCELLANEOUS PROVISIONS
SECTION 12.01. AMENDMENT.
(a) This Agreement or any Custodial Agreement may be amended from time
to time by the Company, the Master Servicer and the Trustee, without the consent
of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or
therein, which may be inconsistent with any other provisions herein or
therein or to correct any error,
(iii) to modify, eliminate or add to any of its provisions
to such extent as shall be necessary or desirable to maintain the
qualification of the Trust Fund as a REMIC at all times that any
Certificate is outstanding or to avoid or minimize the risk of the
imposition of any tax on the Trust Fund pursuant to the Code that would
be a claim against the Trust Fund, provided that the Trustee has
received an Opinion of Counsel to the effect that (A) such action is
necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (B) such action
will not adversely affect in any material respect the interests of any
Certificateholder,
(iv) to change the timing and/or nature of deposits into
the Custodial Account or the Certificate Account or to change the name
in which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced by
an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and (C) such change shall not result
in a reduction of the rating assigned to any Class of Certificates
below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date, as evidenced by a letter from
each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of
Section 5.02(f) or any other provision hereof restricting transfer of
the Class R Certificates, by virtue of their being the "residual
interests" in the Trust Fund, provided that (A) such change shall not
result in reduction of the rating assigned to any such Class of
Certificates below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date, as evidenced by a
letter from each Rating Agency to such effect, and (B) such change
shall not (subject to Section 10.01(f)), as evidenced by an Opinion of
Counsel (at the expense of the party seeking so to modify, eliminate or
add such provisions), cause either the Trust Fund or any of the
Certificateholders (other than the transferor) to be subject to a
federal tax caused by a transfer to a Person that is not a Permitted
Transferee, or
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(vi) to make any other provisions with respect to matters
or questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66% of the Percentage Interests of each Class of Certificates affected thereby,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the
timing of, payments which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate,
(ii) reduce the aforesaid percentage of Certificates of
any Class the Holders of which are required to consent to any such
amendment, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (subject to Section 10.01(f) and at
the expense of the party seeking such amendment) to the effect that such
amendment or the exercise of any power granted to the Master Servicer, the
Company or the Trustee in accordance with such amendment will not result in the
imposition of a federal tax on the Trust Fund or cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificate is outstanding. The Trustee
may but shall not be obligated to enter into any amendment pursuant to this
Section that affects its rights, duties and immunities and this agreement or
otherwise; provided however, such consent shall not be unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee
shall furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 12.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
(e) The Company shall have the option, in its sole discretion, to
obtain and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class B Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the benefit of the Class B Certificateholders, but shall not
be and shall not be deemed to be
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under any circumstances included in the Trust Fund. To the extent that any such
instrument or fund constitutes a reserve fund for federal income tax purposes,
(i) any reserve fund so established shall be an outside reserve fund and not an
asset of the Trust Fund, (ii) any such reserve fund shall be owned by the
Company, and (iii) amounts transferred by the Trust Fund to any such reserve
fund shall be treated as amounts distributed by the Trust Fund to the Company or
any successor, all within the meaning of Treasury Regulation Section 1.860G-2(h)
as it reads as of the Cut-off Date. In connection with the provision of any such
instrument or fund, this Agreement and any provision hereof may be modified,
added to, deleted or otherwise amended in any manner that is related or
incidental to such instrument or fund or the establishment or administration
thereof, such amendment to be made by written instrument executed or consented
to by the Company but without the consent of any Certificateholder and without
the consent of the Master Servicer or the Trustee being required unless any such
amendment would impose any additional obligation on, or otherwise adversely
affect the interests of the Class A Certificateholders, the Class R
Certificateholders, the Class M Certificateholders, the Master Servicer or the
Trustee, as applicable; provided that the Company obtains (subject to Section
10.01(f)) an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such amendment will not cause (a) any federal
tax to be imposed on the Trust Fund, including without limitation, any federal
tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section 860G(d)(1) of the Code
and (b) the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding. In the event that the Company elects to provide such
coverage in the form of a limited guaranty provided by General Motors Acceptance
Corporation, the Company may elect that the text of such amendment to this
Agreement shall be substantially in the form attached hereto as Exhibit M (in
which case Residential Funding's Subordinate Certificate Loss Obligation as
described in such exhibit shall be established by Residential Funding's consent
to such amendment) and that the limited guaranty shall be executed in the form
attached hereto as Exhibit N, with such changes as the Company shall deem to be
appropriate; it being understood that the Trustee has reviewed and approved the
content of such forms and that the Trustee's consent or approval to the use
thereof is not required.
SECTION 12.02. RECORDATION OF AGREEMENT; COUNTERPARTS.
(a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trustee
(pursuant to the request of Holders of Certificates entitled to at least 25% of
the Voting Rights), but only upon direction accompanied by an Opinion of Counsel
to the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
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SECTION 12.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of any
of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates of any Class evidencing in the aggregate not less than
25% of the related Percentage Interests of such Class, shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 12.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
SECTION 12.04. GOVERNING LAW.
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
126
<PAGE>
SECTION 12.05. NOTICES.
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Company, 8400 Normandale Lake Boulevard, Suite 600, Minneapolis, Minnesota
55437, Attention: President or such other address as may hereafter be furnished
to the Master Servicer and the Trustee in writing by the Company, (b) in the
case of the Master Servicer, 10 Universal City Plaza, Suite 2100, Universal
City, California 91608, Attention: Ms. Becker or such other address as may be
hereafter furnished to the Company and the Trustee by the Master Servicer in
writing, (c) in the case of the Trustee, One First National Plaza, Suite 0126,
Chicago, Illinois 60670-0126, Attention: Residential Funding Corporation Series
1998-S16 or such other address as may hereafter be furnished to the Company and
the Master Servicer in writing by the Trustee, (d) in the case of DCR, Duff &
Phelps Credit Rating Co., 55 East Monroe Street, 35th Floor, Chicago, Illinois
60603, Attention: MBS Monitoring or such other address as may hereafter be
furnished to the Company, Trustee and the Master Servicer in writing by DCR and
(e) in the case of Standard & Poor's, 26 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,
(d) the filing of any claim under the Master Servicer's
blanket fidelity bond and the errors and omissions insurance policy
required by Section 3.12 or the cancellation or modification of
coverage under any such instrument,
(e) the statement required to be delivered to the Holders of
each Class of Certificates pursuant to Section 4.03,
127
<PAGE>
(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 interests would not be materially adversely affected thereby. To the
extent that the terms of the Supplemental Article do not in any way affect any
provisions of this Agreement as to any of the Certificates initially issued
hereunder, the adoption of the Supplemental Article shall not constitute an
"amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof.
128
<PAGE>
In connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust or other entity not subject to taxation
for federal income tax purposes and (ii) the adoption of the Supplemental
Article will not endanger the status of the Trust Fund as a REMIC or (subject to
Section 10.01(f)) result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC as set
forth in Section 860G(d) of the Code).
129
<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: Diane M. Wold
Title: Vice President
Attest:
Name: Timothy A. Kruse
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name: Timothy A. Kruse
Title: Director
Attest:
Name: Diane M. Wold
Title: Director
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 30th day of July, 1998 before me, a notary public in
and for said State, personally appeared Diane S. Wold, known to me to be a Vice
President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of July, 1998 before me, a notary public in
and for said State, personally appeared Timothy A. Kruse, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 30th day of July, 1998 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
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING
THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS JULY 30, 1998. ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT 285% 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:
July 1, 1998
First Distribution Date: Aggregate Initial [Certificate Principal
August 25, 1998 Balance] [Notional Amount] of the
Class A-__ Certificates: $------------
Master Servicer: Initial [Certificate Principal Balance]
Residential Funding Corporation [Notional Amount] of this Certificate:
$------------
Assumed Final CUSIP _________
Distribution Date:
July 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-S16
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: July 30, 1998 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 JULY 30, 1998. ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT 285% 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:
July 1, 1998 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
August 25, 1998
CUSIP: ____________
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
July 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S16
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: July 30, 1998 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
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to________________ for the account of_________________ account
number___________________ , or, if mailed by check, to_____________________.
Applicable statements should be mailed to____________________________________ .
This information is provided by______________________ , the assignee named
above, or_______________ , as its agent.
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, CLASS R CERTIFICATES [,] [AND] [CLASS M CERTIFICATES] [,] [AND]
[CLASS B-1 CERTIFICATES] [AND] [CLASS B-2 CERTIFICATES] AS DESCRIBED IN THE
AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS JULY 30, 1998. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 285% 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: $_______________
July 1, 1998
Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
August 25, 1998
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
July 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S16
evidencing a percentage interest in any distributions allocable to the Class
B-__ Certificates with respect to the Trust Fund consisting primarily of a pool
of conventional one- to four-family fixed interest rate first mortgage loans
formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC
Mortgage or any of their affiliates. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality or by Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This certifies that _______________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate (obtained by dividing
the Certificate Principal Balance of this Certificate by the aggregate
Certificate Principal Balance of all Class B-__ Certificates, both as specified
above) in certain distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to below). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the
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: July 30, 1998 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
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to________________ for the account of_________________ account
number___________________ , or, if mailed by check, to_____________________.
Applicable statements should be mailed to____________________________________ .
This information is provided by______________________ , the assignee named
above, or_______________ , as its agent.
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES
PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO
<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:
July 1, 1998
First Distribution Date: Initial Certificate Principal
August 25, 1998 Balance of this Certificate:
$---------------
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP ____________
July 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1998-S16
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")
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and Section 4975 of the Internal Revenue Code (the "Code") and stating, among
other things, that the transferee's acquisition of a Class R Certificate will
not constitute or result in a non-exempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the
form as described by the Agreement, stating that the transferee is not an
employee benefit or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including
an investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan.
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or
the Certificate Account created for the benefit of Certificateholders may be
made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations
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<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: July 30, 1998 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.
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EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time,
the "Agreement"), dated as of July 1, 1998, 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 July 1, 1998, relating to
the issuance of Residential Funding Mortgage Securities I, Inc., Mortgage
Pass-Through Certificates, Series 1998-S16 (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 1998-S16
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 July, 1998, 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 July, 1998, before me, a notary public in
and for said State, personally appeared __________________, known to me to be a
________________ of Norwest Bank Minnesota, National Association, a national
banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association,
and acknowledged to me that such national banking association executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of July, 1998, before me, a notary public in
and for said State, personally appeared ________________, known to me to be a
_______________ of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the _____ day of July, 1998, before me, a notary public in
and for said State, personally appeared ________________, known to me to be a
_______________ of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
July 30, 1998
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1998-S16
Re: Custodial Agreement, dated as of July 1, 1998, 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 1998-S16
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
________________ ____, 1998
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1998-S16
Re: Custodial Agreement dated as of July 1, 1998, 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 1998-S16
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
_____________ ___, 1998
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1998-S16
Re: Custodial Agreement dated as of July 1, 1998, 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 1998-S16
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 : 07/22/98 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 08.27.12 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1998-S1 CUTOFF : 07/01/98
POOL : 0004316
:
:
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 #
______________________________________________________________________________
1666634 105/G01 F 266,250.00 ZZ
180 260,453.20 1
10600 HAMES BLVD 7.375 2,449.30 75
7.125 2,449.30 355,000.00
MUSTANG OK 73064 5 11/25/97 00
0430872465 05 01/01/98 0
0943944 O 12/01/12
0
1671538 686/686 F 72,000.00 ZZ
180 70,151.45 1
15411 LIME AVENUE 7.350 661.33 57
7.100 661.33 127,000.00
COMPTON CA 90221 2 11/20/97 00
818438129 05 02/01/98 0
818438129 O 01/01/13
0
1673414 B79/G01 F 302,000.00 ZZ
180 301,036.81 1
100 ARDITH DRIVE 6.875 2,693.40 70
6.625 2,693.40 435,000.00
ORINDA CA 94563 2 05/07/98 00
0430825927 05 07/01/98 0
019485 O 06/01/13
0
1678668 074/074 F 390,000.00 ZZ
180 381,048.27 1
897 TORO CANYON ROAD 6.750 3,451.15 65
6.500 3,451.15 600,000.00
SANTA BARBARA CA 93108 5 11/19/97 00
1506381226 05 01/01/98 0
1
1506381226 O 12/01/12
0
1684186 637/G01 F 157,500.00 ZZ
180 155,494.90 1
19423 CRYSTAL RIDGE LANE 7.000 1,415.66 75
6.750 1,415.66 210,000.00
NORTHRIDGE CA 91326 2 02/17/98 00
0430715615 09 04/01/98 0
8227241 O 03/01/13
0
1696192 267/267 F 515,000.00 ZZ
180 508,443.71 1
233 ELDRIDGE AVENUE 7.000 4,628.97 55
6.750 4,628.97 950,000.00
MILL VALLEY CA 94941 5 02/06/98 00
4342852 05 04/01/98 0
4342852 O 03/01/13
0
1696438 956/G01 F 354,000.00 ZZ
180 348,228.78 1
7784 OAK BAY CIRCLE 6.750 3,132.58 68
6.500 3,132.58 525,000.00
SACRAMENTO CA 95831 2 01/28/98 00
0430766253 03 03/01/98 0
30801165 O 02/01/13
0
1698078 637/G01 F 443,000.00 ZZ
180 440,226.73 1
28 HAWKINS DRIVE 7.125 4,012.84 56
6.875 4,012.84 800,000.00
NORTHPORT NY 11768 2 04/22/98 00
0430871616 05 06/01/98 0
8299448 O 05/01/13
0
1698987 661/661 F 1,050,000.00 ZZ
180 1,030,879.55 1
425 GOLDEN GATE AVENUE 7.625 9,808.37 35
7.375 9,808.37 3,000,000.00
BELVEDERE CA 94920 2 12/16/97 00
3160942 05 02/01/98 0
3160942 O 01/01/13
0
1
1699341 074/074 F 234,000.00 ZZ
180 230,225.42 1
1426 41ST STREET 6.875 2,086.94 78
6.625 2,086.94 300,000.00
SACRAMENTO CA 95819 2 01/29/97 00
1550010686 05 03/01/98 0
1550010686 O 02/01/13
0
1699570 356/G01 F 1,000,000.00 ZZ
180 1,000,000.00 1
12100 OAK PARK CT. 6.500 8,711.08 45
6.250 8,711.08 2,250,000.00
LOS ALTOS HILLS CA 94022 2 05/28/98 00
0430874479 05 08/01/98 0
2488724 O 07/01/13
0
1700912 637/G01 F 371,500.00 ZZ
180 367,925.04 1
730 BEAR CANYON LANE 6.875 3,313.24 68
6.625 3,313.24 550,000.00
ARROYO GRANDE CA 93420 5 03/10/98 00
0430830877 05 05/01/98 0
8961278 O 04/01/13
0
1701271 637/G01 F 111,500.00 ZZ
180 109,790.40 1
274 GLOXINA STREET 6.500 971.29 73
6.250 971.29 153,000.00
ENCINITAS CA 92024 2 03/25/98 00
0430786566 05 05/01/98 0
2799047 O 04/01/13
0
1701628 439/G01 F 54,000.00 ZZ
180 52,816.78 1
25921 OAK STREET, UNIT #202 7.300 494.47 50
7.050 494.47 110,000.00
LOMITA CA 90717 5 11/21/97 00
0430673558 01 01/01/98 0
1928602 O 12/01/12
0
1703524 686/686 F 346,000.00 ZZ
180 341,595.18 1
1078 CASTLETON WAY 7.000 3,109.95 70
6.750 3,109.95 495,000.00
1
SUNNYVALE CA 94087 5 02/12/98 00
818653941 05 04/01/98 0
818653941 O 03/01/13
0
1703544 686/686 F 283,500.00 ZZ
180 279,929.32 1
2763 FORESTER DRIVE 7.125 2,568.04 83
6.875 2,568.04 345,000.00
LA VERNE CA 91750 2 02/11/98 10
818707572 03 04/01/98 6
818707572 O 03/01/13
0
1703545 686/686 F 234,000.00 ZZ
180 231,084.32 1
16680 CEDAR CIRCLE 7.250 2,136.10 86
7.000 2,136.10 275,000.00
FOUNTAIN VALLEY CA 92708 2 02/11/98 14
818711202 05 04/01/98 12
818711202 O 03/01/13
0
1703836 470/G01 F 360,000.00 ZZ
180 357,746.33 1
1360 WHITE OAK DRIVE 7.125 3,261.00 60
6.875 3,261.00 600,000.00
SANTA ROSA CA 95409 5 04/01/98 00
0430766378 03 06/01/98 0
75006097 O 05/01/13
0
1703872 462/462 F 320,000.00 ZZ
180 313,810.14 1
1281 VERONICA COURT 6.500 2,787.54 80
6.250 2,787.54 400,289.00
CARLSBAD CA 92009 1 01/14/98 00
0004863809 03 03/01/98 0
0004863809 O 02/01/13
0
1704038 686/686 F 315,000.00 ZZ
180 306,583.94 1
1153 CASTLE WAY 6.850 2,804.96 41
6.600 2,804.96 785,000.00
MENLO PARK CA 94025 5 02/06/98 00
818654758 05 04/01/98 0
818654758 O 03/01/13
0
1
1705282 943/943 F 426,000.00 ZZ
180 419,054.95 1
1956 DERBY DRIVE 6.750 3,769.72 77
6.500 3,769.72 560,000.00
SANTA ANA CA 92705 2 01/28/98 00
8090051272 03 03/01/98 0
8090051272 O 02/01/13
0
1705285 943/943 F 380,000.00 ZZ
180 374,852.67 1
22 GLENHAVEN LANE 6.750 3,362.66 72
6.500 3,362.66 530,000.00
IRVINE CA 92620 2 02/05/98 00
8090051515 03 04/01/98 0
8090051515 O 03/01/13
0
1706483 D03/G01 F 410,000.00 ZZ
180 406,180.04 1
1347 LONGFELLOW WAY 7.250 3,742.74 59
7.000 3,742.74 695,000.00
SAN JOSE CA 95129 2 03/18/98 00
0430774646 05 05/01/98 0
135504 O 04/01/13
0
1709133 943/943 F 385,000.00 ZZ
180 379,710.39 1
224 CORTE MADERA AVENUE 6.750 3,406.91 51
6.500 3,406.91 760,000.00
MILL VALLEY CA 94941 5 02/06/98 00
8080071764 05 04/01/98 0
8080071764 O 03/01/13
0
1709436 665/G01 F 368,000.00 ZZ
180 364,534.12 1
1125 PALO ALTO WAY 7.125 3,333.46 80
6.875 3,333.46 460,000.00
SALINAS CA 93901 1 03/05/98 00
0430679290 05 05/01/98 0
9801219513 O 04/01/13
0
1709823 637/G01 F 340,000.00 ZZ
180 336,866.34 1
1
20406 VIA VOLANTE 7.375 3,127.74 64
7.125 3,127.74 532,000.00
CUPERTINO CA 95014 2 03/31/98 00
0430786467 09 05/01/98 0
10100758 O 04/01/13
0
1710508 526/526 F 408,750.00 ZZ
180 403,433.95 1
322 CASTILIAN WAY 6.750 3,617.07 75
6.500 3,617.07 545,000.00
SAN MATEO CA 94402 5 02/11/98 00
309758 05 04/01/98 0
309758 O 03/01/13
0
1711358 664/G01 F 195,000.00 ZZ
180 193,241.38 1
6341 BANCROFT WAY 7.625 1,821.56 49
7.375 1,821.56 405,000.00
SAN JOSE CA 95129 2 03/02/98 00
0430684100 05 05/01/98 0
2342038 O 04/01/13
0
1711405 893/G01 F 325,000.00 ZZ
180 321,838.78 1
1276 RUSSELL AVENUE 6.750 2,875.96 41
6.500 2,875.96 800,000.00
LOS ALTOS CA 94024 5 03/13/98 00
0430687319 05 05/01/98 0
RFCW98031004 O 04/01/13
0
1711977 686/686 F 75,000.00 ZZ
180 74,278.25 1
2712 SANBORN AVENUE 6.875 668.90 35
6.625 668.90 215,000.00
LA CRESCENTA CA 91214 5 02/24/98 00
818708471 05 05/01/98 0
818708471 O 04/01/13
0
1712458 976/976 F 400,000.00 ZZ
180 396,313.33 1
19973 RODRIGUES AVE 7.375 3,679.70 55
7.125 3,679.70 730,000.00
CUPERTINO CA 95014 5 03/03/98 00
5220434 05 05/01/98 0
1
5220434 O 04/01/13
0
1713885 626/G01 F 569,000.00 ZZ
180 562,210.30 1
6111 HUNTINGDALE CIRCLE 7.750 5,355.86 69
7.500 5,355.86 825,000.00
STOCKTON CA 95219 2 02/23/98 00
0430794735 05 04/01/98 0
6813158 O 03/01/13
0
1714336 638/G01 F 650,000.00 ZZ
180 643,236.16 1
20321 ACRE PLACE 7.250 5,933.61 67
7.000 5,933.61 980,000.00
ORANGE CA 92869 2 03/24/98 00
0430761825 05 05/01/98 0
8721067 O 04/01/13
0
1715274 439/G01 F 600,000.00 ZZ
180 584,164.25 1
236 SOUTH OWENS DRIVE 7.100 5,426.56 58
6.850 5,426.56 1,034,482.00
ANAHEIM CA 92808 5 10/17/97 00
0430726331 05 12/01/97 0
1923096 O 11/01/12
0
1715276 439/G01 F 516,000.00 ZZ
180 504,255.17 1
18883 ALLENDALE AVE 6.850 4,594.79 46
6.600 4,594.79 1,145,000.00
SARATOGA CA 95070 5 11/04/97 00
0430726497 05 01/01/98 0
1927862 O 12/01/12
0
1715280 439/G01 F 280,000.00 ZZ
180 276,570.80 1
121 GRANADA AVENUE 7.450 2,587.69 80
7.200 2,587.69 350,000.00
LONG BEACH CA 90803 5 02/17/98 00
0430726588 05 04/01/98 0
1938298 O 03/01/13
0
1
1715292 439/G01 F 293,000.00 ZZ
180 288,897.68 1
10112 CAMINO VISTA DRIVE 7.000 2,633.57 59
6.750 2,633.57 500,000.00
CUPERTINO CA 95014 5 02/20/98 00
0430726950 05 04/01/98 0
1943249 O 03/01/13
0
1716536 267/267 F 251,250.00 ZZ
180 248,238.08 1
19 HENRY STREET 6.750 2,223.34 75
6.500 2,223.34 335,000.00
SAN FRANCISCO CA 94114 5 03/11/98 00
4351178 01 05/01/98 0
4351178 O 04/01/13
0
1717445 964/G01 F 393,000.00 ZZ
180 389,377.87 1
1837 CENTRO WEST 7.375 3,615.30 65
7.125 3,615.30 610,000.00
TIBURON CA 94920 2 03/18/98 00
0430722223 01 05/01/98 0
33609 O 04/01/13
0
1718766 830/G01 F 754,400.00 ZZ
180 749,677.34 1
7842 VERAGUA DRIVE 7.125 6,833.59 52
6.875 6,833.59 1,475,000.00
LOS ANGELES CA 90293 2 05/04/98 00
0430822023 05 06/01/98 0
535030 O 05/01/13
0
1719053 B57/G01 F 180,000.00 ZZ
180 178,340.98 1
2311 ROSCOMERE ROAD #16 7.375 1,655.87 39
7.125 1,655.87 470,000.00
LOS ANGELES CA 90077 1 03/30/98 00
0430745752 01 05/01/98 0
9811061 O 04/01/13
0
1719288 626/G01 F 376,250.00 ZZ
180 372,856.79 1
1331 43RD STREET 7.625 3,514.67 75
7.375 3,514.67 505,000.00
1
SACRAMENTO CA 95819 5 03/09/98 00
0430716787 05 05/01/98 0
6846828 O 04/01/13
0
1719809 637/G01 F 587,000.00 ZZ
180 583,404.29 1
3587 WESTVIEW DRIVE 7.375 5,399.95 62
7.125 5,399.95 950,000.00
SAN JOSE CA 95148 5 04/17/98 00
0430828533 05 06/01/98 0
11126083 O 05/01/13
0
1720878 961/G01 F 850,000.00 ZZ
180 847,376.09 1
1120 MARONEY LN 7.250 7,759.33 67
PACIFIC PALISADES 7.000 7,759.33 1,275,000.00
LOS ANGELES CA 90272 2 05/13/98 00
0430825455 05 07/01/98 0
9111184 O 06/01/13
0
1721204 B98/G01 F 345,000.00 ZZ
180 342,909.61 1
777 SHELL AVENUE 7.500 3,198.19 69
7.250 3,198.19 500,000.00
MARTINEZ CA 94553 5 04/08/98 00
0430751396 05 06/01/98 0
B803055CC5 O 05/01/13
0
1721209 356/G01 F 420,000.00 ZZ
180 416,129.07 1
948 SEMINOLE COMMON 7.375 3,863.68 70
7.125 3,863.68 600,000.00
FREMONT CA 94539 5 03/11/98 00
0430722298 05 05/01/98 0
2472306 O 04/01/13
0
1725638 E33/G01 F 640,000.00 ZZ
180 640,000.00 1
999 RINGWOOD ROAD 6.750 5,663.43 32
6.500 5,663.43 2,000,000.00
SOUTH LAKE FORE IL 60045 2 06/01/98 00
0430835488 05 08/01/98 0
407565259 O 07/01/13
0
1
1728204 E26/G01 F 100,000.00 ZZ
180 99,088.26 1
4309 FRANKFORT DRIVE 7.500 927.02 61
7.250 927.02 164,000.00
ROCKVILLE MD 20853 2 03/26/98 00
0430746446 05 05/01/98 0
30800161 O 04/01/13
0
1731051 G34/G01 F 405,000.00 ZZ
180 402,519.14 1
3800 SUNDOWN COURT 7.375 3,725.69 58
7.125 3,725.69 700,000.00
MCALLEN TX 78503 2 04/06/98 00
0430856740 03 06/01/98 0
80385058 O 05/01/13
0
1733028 637/G01 F 1,000,000.00 ZZ
180 996,946.59 1
3 SINGLES ROAD 7.375 9,199.24 46
7.125 9,199.24 2,200,000.00
CAPE ELIZABETH ME 04107 2 05/13/98 00
0430878280 05 07/01/98 0
8655003 O 06/01/13
0
1733821 E75/G01 F 500,000.00 ZZ
180 500,000.00 1
2 OVERLEA COURT 7.250 4,564.32 80
7.000 4,564.32 629,000.00
MASSAPEQUA PARK NY 11762 1 06/25/98 00
0430881490 05 08/01/98 0
C9801255 O 07/01/13
0
1736568 H22/G01 F 255,000.00 ZZ
180 255,000.00 1
22 FOOTHILL ROAD 7.125 2,309.87 66
6.875 2,309.87 392,000.00
BRONXVILLE NY 10708 2 06/11/98 00
0430858225 05 08/01/98 0
9803042 O 07/01/13
0
1737462 H12/G01 F 426,000.00 ZZ
180 424,670.54 1
1
732 NORTH 164TH STREET 7.125 3,858.84 73
6.875 3,858.84 590,000.00
OMAHA NE 68118 1 05/14/98 00
0430860056 05 07/01/98 0
8070501 O 06/01/13
0
1737767 664/G01 F 153,000.00 ZZ
180 152,010.64 1
101 GAYMONT ROAD 6.750 1,353.92 50
6.500 1,353.92 312,000.00
RICHMOND VA 23229 2 04/24/98 00
0430880096 05 06/01/98 0
2573046 O 05/01/13
0
1739617 A91/G01 F 650,000.00 ZZ
180 647,812.17 1
142 BEACH 144TH STREET 6.250 5,573.25 65
6.000 5,573.25 1,000,000.00
NEPONSIT NY 11694 2 06/07/98 00
0430875997 05 07/01/98 0
9816239A O 06/01/13
0
1739794 664/G01 F 200,000.00 ZZ
180 198,747.95 1
11009 CEDARWOOD DRIVE 7.125 1,811.67 67
6.875 1,811.67 300,000.00
ROCKVILLE MD 20852 1 04/29/98 00
0430875856 09 06/01/98 0
2517878 O 05/01/13
0
1739852 912/G01 F 68,000.00 T
180 67,801.30 1
7251 NINTH AVENUE 7.875 644.95 47
7.625 644.95 146,000.00
TAHOMA CA 96142 2 05/20/98 00
0430839464 05 07/01/98 0
123090 O 06/01/13
0
1739956 E33/G01 F 405,000.00 ZZ
180 405,000.00 1
851 WEST FULLERTON 6.875 3,612.02 60
6.625 3,612.02 680,000.00
CHICAGO IL 60614 2 06/02/98 00
0430847764 07 08/01/98 0
1
325481269 O 07/01/13
0
1740372 943/943 F 277,000.00 ZZ
180 272,531.80 1
5823 FLAMBEAU ROAD 6.875 2,470.44 73
6.625 2,470.44 380,000.00
RANCHO PALOS VE CA 90275 2 01/07/98 00
7090049782 05 03/01/98 0
7090049782 O 02/01/13
0
1740375 943/943 F 327,000.00 ZZ
180 321,781.12 1
10616 WELLWORTH AVENUE 7.000 2,939.17 69
6.750 2,939.17 475,000.00
LOS ANGELES CA 90024 2 01/07/98 00
7111128477 05 03/01/98 0
7111128477 O 02/01/13
0
1740379 943/943 F 311,500.00 T
180 309,549.53 1
2504 WOODBURY DRIVE 7.125 2,821.67 71
6.875 2,821.67 440,000.00
LOS ANGELES CA 90503 2 04/13/98 00
7111131675 03 06/01/98 0
7111131675 O 05/01/13
0
1740381 943/943 F 330,000.00 ZZ
180 323,794.73 1
15873 EAST ALTA VISTA WAY 7.250 3,012.45 75
7.000 3,012.45 440,000.00
SAN JOSE CA 95127 5 12/23/97 00
7530500283 05 02/01/98 0
7530500283 O 01/01/13
0
1740384 943/943 F 350,000.00 ZZ
180 344,293.99 1
6003 STARWOOD DRIVE 6.750 3,097.18 63
6.500 3,097.18 560,000.00
SAN JOSE CA 95120 2 01/16/98 00
8080070973 05 03/01/98 0
8080070973 O 02/01/13
0
1
1740387 943/943 F 289,000.00 ZZ
180 285,241.33 1
2376 CANYON DRIVE 6.750 2,557.39 59
6.500 2,557.39 490,000.00
LOS ANGELES CA 90068 2 02/04/98 00
8080071354 05 04/01/98 0
8080071354 O 03/01/13
0
1740400 943/943 F 458,000.00 ZZ
180 453,592.66 1
3713 SEASHORE DRIVE 6.875 4,084.70 42
6.625 4,084.70 1,100,000.00
NEWPORT BEACH CA 92663 2 03/17/98 00
8080074367 05 05/01/98 0
8080074367 O 04/01/13
0
1740414 943/943 F 303,000.00 ZZ
180 300,237.51 1
12860 RALSTON CIRCLE 7.500 2,808.85 69
7.250 2,808.85 445,000.00
SAN DIEGO CA 92130 2 03/06/98 00
8080075669 05 05/01/98 0
8080075669 O 04/01/13
0
1740417 943/943 F 500,000.00 ZZ
180 495,539.68 1
601 NORTH BAY FRONT 7.750 4,706.38 53
7.500 4,706.38 950,000.00
NEWPORT BEACH CA 92662 2 03/03/98 00
8080076904 05 05/01/98 0
8080076904 O 04/01/13
0
1740418 943/943 F 380,000.00 ZZ
180 373,870.31 1
987 POCATELLO AVENUE 6.875 3,389.05 80
6.625 3,389.05 475,000.00
SUNNYVALE CA 94087 1 01/27/98 00
8080076946 05 03/01/98 0
8080076946 O 02/01/13
0
1740423 943/943 F 275,000.00 ZZ
180 271,989.69 1
339 CERRO COURT 7.500 2,549.29 68
7.250 2,549.29 410,000.00
1
DALY CITY CA 94015 2 03/30/98 00
8080077942 03 05/01/98 0
8080077942 O 04/01/13
0
1740424 943/943 F 405,000.00 ZZ
180 401,102.66 1
549 PALO ALTO AVENUE 6.875 3,612.01 72
6.625 3,612.01 562,500.00
MOUNTAIN VIEW CA 94041 1 03/23/98 00
8080077986 05 05/01/98 0
8080077986 O 04/01/13
0
1740427 943/943 F 355,000.00 ZZ
180 347,311.07 1
2440 LOS ALISOS DRIVE 7.375 3,265.73 74
7.125 3,265.73 480,000.00
FALLBROOK CA 92028 2 03/16/98 00
8080078081 05 05/01/98 0
8080078081 O 04/01/13
0
1740431 943/943 F 420,000.00 ZZ
180 416,890.96 1
9736 OAKMORE ROAD 7.000 3,775.08 75
6.750 3,775.08 560,000.00
LOS ANGELES CA 90035 2 04/01/98 00
8080078186 05 06/01/98 0
8080078186 O 05/01/13
0
1740438 943/943 F 258,000.00 ZZ
180 255,596.26 1
4920 SILVER SPURS LANE 7.250 2,355.19 40
7.000 2,355.19 655,000.00
YORBA LINDA CA 92686 2 03/25/98 00
8080078462 05 05/01/98 0
8080078462 O 04/01/13
0
1740441 943/943 F 295,000.00 ZZ
180 284,076.22 1
6629 LINCOLN AVENUE 7.250 2,692.95 73
7.000 2,692.95 405,000.00
CARMICHAEL CA 95608 2 04/01/98 00
8080078570 05 06/01/98 0
8080078570 O 05/01/13
0
1
1740442 943/943 F 650,000.00 ZZ
180 645,796.89 1
1565 CALLE DEL ESTRIBO 6.750 5,751.91 44
6.500 5,751.91 1,500,000.00
PACIFIC PALISAD CA 90272 2 04/01/98 00
8080078574 03 06/01/98 0
8080078574 O 05/01/13
0
1740443 943/943 F 285,000.00 ZZ
180 281,796.55 1
10453 PLUMTREE LANE, 6.875 2,541.79 57
(NORTHRIDGE AREA) 6.625 2,541.79 500,000.00
LOS ANGELES CA 91326 2 03/26/98 00
8080078582 03 05/01/98 0
8080078582 O 04/01/13
0
1740448 943/943 F 287,000.00 ZZ
180 284,383.35 1
365 GLASCOW CIRCLE 7.500 2,660.53 77
7.250 2,660.53 373,000.00
DANVILLE CA 94526 2 03/24/98 00
8080078663 03 05/01/98 0
8080078663 O 04/01/13
0
1740452 943/943 F 468,000.00 ZZ
180 465,038.35 1
2552 GREENWICH STREET 7.000 4,206.52 59
6.750 4,206.52 799,000.00
SAN FRANCISCO CA 94123 2 04/01/98 00
8080079006 05 06/01/98 0
8080079006 O 05/01/13
0
1740455 943/943 F 282,500.00 ZZ
180 280,769.52 1
15254 CAMPINA LANE 7.375 2,598.79 75
7.125 2,598.79 380,000.00
LA MIRADA CA 90638 2 04/16/98 00
8080079398 05 06/01/98 0
8080079398 O 05/01/13
0
1740456 943/943 F 330,000.00 ZZ
180 327,956.45 1
1
447 CLIFF DRIVE 7.250 3,012.45 70
7.000 3,012.45 475,000.00
APTOS CA 95003 2 04/10/98 00
8080079599 05 06/01/98 0
8080079599 O 05/01/13
0
1740458 943/943 F 370,500.00 ZZ
180 368,155.36 1
635 EAST BRIGHAM YOUNG DRIVE 7.000 3,330.16 60
6.750 3,330.16 620,000.00
CLAREMONT CA 91711 2 04/06/98 00
8080079748 05 06/01/98 0
8080079748 O 05/01/13
0
1740459 943/943 F 300,000.00 ZZ
180 298,162.33 1
1322 DAPHNE DRIVE 7.375 2,759.77 58
7.125 2,759.77 525,000.00
SAN JOSE CA 95129 2 04/13/98 00
8080079952 05 06/01/98 0
8080079952 O 05/01/13
0
1740462 943/943 F 350,500.00 ZZ
180 345,843.55 1
26762 WESTHAVEN 6.500 3,053.24 89
6.250 3,053.24 398,000.00
LAGUNA HILLS CA 92653 2 02/09/98 12
8090052376 03 04/01/98 25
8090052376 O 03/01/13
0
1740466 943/943 F 564,000.00 ZZ
180 558,774.70 1
1729 EMERSON STREET 6.500 4,913.05 24
6.250 4,913.05 2,400,000.00
PALO ALTO CA 94301 5 04/09/98 00
8090055869 05 06/01/98 0
8090055869 O 05/01/13
0
1740467 943/943 F 311,000.00 ZZ
180 308,645.31 1
1391 6TH AVENUE 6.500 2,709.15 42
6.250 2,709.15 750,000.00
SAN FRANCISCO CA 94122 5 04/13/98 00
8090055990 05 06/01/98 0
1
8090055990 O 05/01/13
0
1740471 943/943 F 265,000.00 ZZ
180 263,304.78 1
10450 RUE RIVIERE VERTE 6.875 2,363.42 70
6.625 2,363.42 381,000.00
SAN DIEGO CA 92131 5 04/16/98 00
8090056317 03 06/01/98 0
8090056317 O 05/01/13
0
1740474 943/943 F 449,000.00 T
180 446,096.61 1
41416 STONEBRIDGE RD 6.750 3,973.25 62
6.500 3,973.25 735,000.00
BIG BEAR LAKE CA 92315 2 04/07/98 00
8090056387 03 06/01/98 0
8090056387 O 05/01/13
0
1740475 943/943 F 260,000.00 ZZ
180 258,372.34 1
19341 GERMAIN STREET 7.125 2,355.17 51
6.875 2,355.17 510,000.00
NORTHRIDGE CA 91326 5 04/17/98 00
8090057166 05 06/01/98 0
8090057166 O 05/01/13
0
1740478 943/943 F 279,000.00 ZZ
180 276,441.13 1
6915 DARTMOOR WAY 7.375 2,566.59 49
7.125 2,566.59 570,000.00
SAN JOSE CA 95129 5 04/28/98 00
8090057314 05 06/01/98 0
8090057314 O 05/01/13
0
1740479 943/943 F 500,000.00 ZZ
180 496,903.70 1
7317 BLACK SWAN PLACE 7.250 4,564.32 80
7.000 4,564.32 625,000.00
CARLSBAD CA 92009 1 04/30/98 00
8090057605 05 06/01/98 0
8090057605 O 05/01/13
0
1
1740481 943/943 F 260,000.00 ZZ
180 258,372.34 1
10101 UNITED PLACE 7.125 2,355.17 66
6.875 2,355.17 395,000.00
CUPERTINO CA 95014 5 04/13/98 00
8111133352 03 06/01/98 0
8111133352 O 05/01/13
0
1740498 943/943 F 310,000.00 ZZ
120 306,456.28 1
21054 VIA TOLEDO 7.250 3,639.44 74
7.000 3,639.44 420,000.00
YORBA LINDA CA 92887 5 04/13/98 00
8111135770 05 06/01/98 0
8111135770 O 05/01/08
0
1740507 943/943 F 270,500.00 ZZ
180 268,806.61 1
22969 BRENFORD STREET 7.125 2,450.28 78
6.875 2,450.28 350,000.00
WOODLAND HILLS CA 91364 2 04/20/98 00
8111137814 05 06/01/98 0
8111137814 O 05/01/13
0
1740511 943/943 F 357,000.00 ZZ
180 355,798.37 1
760 CARRYWOOD WAY 6.250 3,061.00 75
6.000 3,061.00 476,000.00
SAN JOSE CA 95120 5 04/28/98 00
8111138240 05 07/01/98 0
8111138240 O 06/01/13
0
1740521 943/943 F 272,000.00 ZZ
180 271,071.67 1
12561 PRESTON WAY 7.375 2,502.20 67
7.125 2,502.20 410,000.00
LOS ANGELES CA 90066 2 05/01/98 00
8111139258 05 07/01/98 0
8111139258 O 06/01/13
0
1740523 943/943 F 292,000.00 ZZ
180 290,147.11 1
199 CROCKER AVENUE 7.375 2,686.18 75
7.125 2,686.18 390,000.00
1
DALY CITY CA 94014 2 04/15/98 00
8111139359 05 06/01/98 0
8111139359 O 05/01/13
0
1740526 943/943 F 637,800.00 ZZ
180 633,586.26 1
45221 RUTHERFORD TERRACE 6.500 5,555.93 75
6.250 5,555.93 860,000.00
FREMONT CA 94539 2 04/15/98 00
8111140722 03 06/01/98 0
8111140722 O 05/01/13
0
1740528 943/943 F 315,000.00 ZZ
180 313,970.31 1
215 KILLDEER COURT 7.125 2,853.37 57
6.875 2,853.37 558,000.00
FOSTER CITY CA 94404 5 04/29/98 00
8111140806 05 07/01/98 0
8111140806 O 06/01/13
0
1740530 943/943 F 250,000.00 ZZ
180 248,416.98 1
1378 GENEVA AVENUE 7.000 2,247.08 67
6.750 2,247.08 374,000.00
SAN CARLOS CA 94070 2 04/24/98 00
8111141918 05 06/01/98 0
8111141918 O 05/01/13
0
1740538 943/943 F 350,000.00 ZZ
180 347,832.58 1
25 LA CINTILLA 7.250 3,195.03 51
7.000 3,195.03 695,000.00
ORINDA CA 94563 2 04/08/98 00
8528901109 05 06/01/98 0
8528901109 O 05/01/13
0
1740539 943/943 F 255,000.00 ZZ
180 252,572.34 1
1346 OLD STONE WAY 7.000 2,292.02 68
6.750 2,292.02 380,000.00
SAN JOSE CA 95132 2 03/24/98 00
8530100490 05 05/01/98 0
8530100490 O 04/01/13
0
1
1740541 943/943 F 355,000.00 ZZ
180 351,414.53 1
56 PRESIDIO AVENUE 6.875 3,166.09 27
6.625 3,166.09 1,340,000.00
SAN FRANCISCO CA 94115 5 03/23/98 00
8532600447 05 05/01/98 0
8532600447 O 04/01/13
0
1740546 943/943 F 285,000.00 ZZ
180 282,794.99 1
25 WILLARD LANE 7.125 2,581.62 23
6.875 2,581.62 1,250,000.00
HILLSBOROUGH CA 94010 2 04/20/98 00
8550200448 05 06/01/98 0
8550200448 O 05/01/13
0
1740551 943/943 F 350,000.00 ZZ
180 345,825.01 1
16194 LILAC LANE 6.875 3,121.50 47
6.625 3,121.50 760,000.00
LOS GATOS CA 95032 5 03/02/98 00
8561300343 05 05/01/98 0
8561300343 O 04/01/13
0
1740552 943/943 F 342,000.00 ZZ
180 339,716.22 1
16398 PEACOCK LANE 6.375 2,955.74 57
6.125 2,955.74 610,000.00
LOS GATOS CA 95032 5 04/08/98 00
8561300382 05 06/01/98 0
8561300382 O 05/01/13
0
1740555 943/943 F 260,000.00 ZZ
180 258,372.34 1
2226 CERVATO DRIVE 7.125 2,355.17 55
6.875 2,355.17 480,000.00
CAMARILLO CA 93012 2 04/09/98 00
8565900368 05 06/01/98 0
8565900368 O 05/01/13
0
1740558 943/943 F 950,000.00 ZZ
180 944,243.83 1
1
3 WINDEMERE COURT 7.500 8,806.62 50
7.250 8,806.62 1,900,000.00
NEWPORT COAST CA 92657 2 04/13/98 00
8571400233 03 06/01/98 0
8571400233 O 05/01/13
0
1740559 943/943 F 332,000.00 ZZ
180 327,932.25 1
1314 SPRUCE STREET 6.500 2,892.08 80
6.250 2,892.08 415,000.00
BERKELEY CA 94709 2 03/23/98 00
8573400160 05 05/01/98 0
8573400160 O 04/01/13
0
1741453 H22/G01 F 217,300.00 ZZ
180 217,300.00 1
216-17 43RD AVENUE 7.250 1,983.65 73
7.000 1,983.65 300,000.00
BAYSIDE NY 11361 2 06/19/98 00
0430884981 05 08/01/98 0
9805001 O 07/01/13
0
1742194 638/G01 F 268,000.00 ZZ
180 266,340.40 1
9801 MONTEGO COURT 7.250 2,446.47 80
7.000 2,446.47 335,000.00
WINDSOR CA 95492 2 04/17/98 00
0430799643 03 06/01/98 0
8730955 O 05/01/13
0
1742666 B75/G01 F 485,000.00 ZZ
180 482,061.33 1
323 SAPPHIRE AVENUE 7.500 4,496.01 58
7.250 4,496.01 850,000.00
NEWPORT BEACH CA 92662 5 04/14/98 00
0430877753 05 06/01/98 0
7678667 O 05/01/13
0
1742876 356/G01 F 330,000.00 ZZ
180 330,000.00 1
6717 HAMPTON DR 7.250 3,012.45 51
7.000 3,012.45 650,000.00
SAN JOSE CA 95120 5 06/04/98 00
0430882720 05 08/01/98 0
1
2522142 O 07/01/13
0
1743496 638/G01 F 135,850.00 ZZ
180 135,026.86 1
19314 CRICKET COURT 7.500 1,259.35 95
7.250 1,259.35 143,000.00
BLOOMINGTON CA 92316 2 04/24/98 10
0430856112 05 06/01/98 25
8737647 O 05/01/13
0
1743674 A38/G01 F 104,000.00 ZZ
180 103,664.69 1
13635 KELLERTON LANE 6.750 920.31 80
6.500 920.31 131,500.00
CYPRESS TX 77429 1 05/28/98 00
0430872812 05 07/01/98 0
2420210 O 06/01/13
0
1743780 637/G01 F 280,000.00 ZZ
180 278,247.15 1
323 BECADO DRIVE 7.125 2,536.33 49
6.875 2,536.33 575,000.00
FREMONT CA 94539 5 04/07/98 00
0430813790 05 06/01/98 0
8944704 O 05/01/13
0
1743827 A06/G01 F 271,500.00 ZZ
180 271,500.00 1
3929 ENGELWOOD 7.250 2,478.43 66
7.000 2,478.43 415,000.00
WEST BLOOMFIELD MI 48323 2 06/05/98 00
0430866095 05 08/01/98 0
9801002 O 07/01/13
0
1743828 A06/G01 F 177,000.00 ZZ
180 177,000.00 1
31330 FROMM DR 7.250 1,615.77 31
7.000 1,615.77 580,000.00
BINGHAM FARMS MI 48025 2 06/04/98 00
0430864223 05 08/01/98 0
9807421 O 07/01/13
0
1
1743913 H25/G01 F 290,000.00 ZZ
180 290,000.00 1
22.5 ACRES MORE OR LESS 7.000 2,606.60 49
VSH684 6.750 2,606.60 600,000.00
MATHEWS VA 23109 5 06/02/98 00
0430854679 05 08/01/98 0
655534909 O 07/01/13
0
1744935 G15/G01 F 315,000.00 ZZ
180 315,000.00 1
73 MORRIS AVENUE 7.250 2,875.52 75
7.000 2,875.52 420,000.00
HAWORTH BOROUGH NJ 07641 2 06/23/98 00
0430888164 05 08/01/98 0
0000 O 07/01/13
0
1745258 638/G01 F 337,500.00 ZZ
180 336,435.20 1
4017 COLDWATER CANYON AVENUE 7.000 3,033.55 90
6.750 3,033.55 375,000.00
STUDIO CITY CA 91604 1 04/30/98 04
0430837468 05 07/01/98 25
8739230 O 06/01/13
0
1745564 180/G01 F 128,750.00 ZZ
180 128,365.41 1
241 MAN O' WAR DRIVE 7.625 1,202.69 77
7.375 1,202.69 168,658.00
BURLESON TX 76028 1 05/26/98 00
0430883363 05 07/01/98 0
180 O 06/01/13
0
1746051 A83/G01 F 247,000.00 ZZ
180 243,889.08 1
912 A CARMEL VALLEY ROAD 7.125 2,237.40 61
6.875 2,237.40 410,000.00
CARMEL VALLEY CA 93924 2 02/19/98 00
0430810184 05 04/01/98 0
3003283 O 03/01/13
0
1746061 A83/G01 F 236,000.00 ZZ
180 231,514.82 1
2945 MIDHURST WAY 7.125 2,137.76 70
6.875 2,137.76 340,000.00
1
SAN JOSE CA 95135 2 12/15/97 00
0430815837 05 02/01/98 0
3002103 O 01/01/13
0
1747159 526/526 F 300,000.00 ZZ
180 296,302.01 1
106 EDGEMONT DRIVE 7.375 2,759.77 71
7.125 2,759.77 425,000.00
REDLANDS CA 92373 5 02/20/98 00
303965 05 04/01/98 0
303965 O 03/01/13
0
1747160 526/526 F 400,000.00 ZZ
180 394,907.71 1
13072 STANTON 7.000 3,595.32 71
6.750 3,595.32 570,000.00
SANTA ANA CA 92705 2 02/25/98 00
305073 05 04/01/98 0
305073 O 03/01/13
0
1747162 526/526 F 328,000.00 ZZ
180 323,913.02 1
50 EL CAMINO REAL 7.250 2,994.19 75
7.000 2,994.19 440,000.00
BERKELEY CA 94705 2 02/05/98 00
306825 05 04/01/98 0
306825 O 03/01/13
0
1747492 B65/G01 F 525,000.00 ZZ
180 525,000.00 1
1187 COVENTRY WOODS DRIVE 7.250 4,792.53 79
7.000 4,792.53 670,000.00
CINCINNATI OH 45230 2 06/24/98 00
0430867747 05 08/01/98 0
0000 O 07/01/13
0
1748480 267/267 F 700,000.00 ZZ
180 697,815.43 1
4428 WOODLEY AVE 7.125 6,340.82 69
6.875 6,340.82 1,020,000.00
ENCINO CA 91436 2 05/11/98 00
4243749 05 07/01/98 0
4243749 O 06/01/13
0
1
1748862 A06/G01 F 525,000.00 ZZ
180 523,361.57 1
8 SOUTH DEEPLANDS 7.125 4,755.62 70
6.875 4,755.62 750,000.00
GROSSE POINTE S MI 48236 5 05/28/98 00
0430880849 05 07/01/98 0
9805913 O 06/01/13
0
1748977 830/G01 F 300,000.00 ZZ
180 299,113.67 1
350 S HIDDEN GROVE LANE 7.750 2,823.83 51
7.500 2,823.83 590,000.00
ANAHEIM HILLS CA 92807 2 05/18/98 00
0430854240 03 07/01/98 0
536975 O 06/01/13
0
1749869 K21/G01 F 156,500.00 ZZ
180 156,500.00 1
934 SW CHELTEMHAM STREET 6.375 1,352.55 68
6.125 1,352.55 231,500.00
PORTLAND OR 97201 1 06/03/98 00
0430850727 05 08/01/98 0
989791 O 07/01/13
0
1750337 F59/G01 F 271,000.00 ZZ
180 271,000.00 1
19 SIMMONS DRIVE 7.125 2,454.80 67
6.875 2,454.80 405,000.00
DUXBURY MA 02332 2 06/11/98 00
0430855635 05 08/01/98 0
0000 O 07/01/13
0
1750349 025/025 F 238,147.28 ZZ
180 235,999.58 1
41 PRIMROSE COURT 7.625 2,224.60 62
7.125 2,224.60 385,000.00
MARCO ISLAND FL 34145 2 03/23/98 00
548642 05 05/01/98 0
548642 O 04/01/13
0
1750374 025/025 F 471,534.77 ZZ
180 465,722.31 1
1
8002 FLAGLER COURT SOUTH 7.375 4,337.76 89
7.125 4,337.76 530,000.00
WEST PALM BEACH FL 33405 1 03/13/98 11
475913 05 04/01/98 30
475913 O 03/01/13
0
1750430 H19/G01 F 153,000.00 ZZ
180 153,000.00 1
7820 RIVIERA BEACH DRIVE 7.500 1,418.33 55
7.250 1,418.33 280,000.00
LAS VEGAS NV 89128 2 06/11/98 00
0430886119 03 08/01/98 0
0002043966 O 07/01/13
0
1750558 637/G01 F 227,150.00 ZZ
180 225,712.52 1
9181 DAYLOR WAY 7.000 2,041.69 69
6.750 2,041.69 330,000.00
ELK GROVE CA 95758 2 04/20/98 00
0430838946 05 06/01/98 0
11144540 O 05/01/13
0
1750576 025/025 F 252,000.00 ZZ
180 250,370.47 1
208 BEACHSIDE DRIVE 6.750 2,229.98 71
6.500 2,229.98 359,000.00
STEVENSVILLE MD 21666 2 04/10/98 00
570897 05 06/01/98 0
570897 O 05/01/13
0
1751193 638/G01 F 90,000.00 ZZ
180 89,719.13 1
2220 NEWPORT AVENUE 7.125 815.25 20
6.875 815.25 462,000.00
SAN JOSE CA 95125 2 05/18/98 00
0430832204 05 07/01/98 0
8726355 O 06/01/13
0
1751970 G15/G01 F 372,000.00 ZZ
180 372,000.00 1
16 BELLECLAIRE PLACE 7.250 3,395.85 80
7.000 3,395.85 465,000.00
VERONA TOWNSHIP NJ 07044 1 06/25/98 00
0430888198 05 08/01/98 0
1
0000 O 07/01/13
0
1752024 893/G01 F 200,000.00 ZZ
180 199,395.97 1
133 MIRADA DRIVE 7.500 1,854.03 65
7.250 1,854.03 310,000.00
DALY CITY CA 94015 1 05/29/98 00
0430861070 03 07/01/98 0
9802118 O 06/01/13
0
1752139 664/G01 F 945,000.00 ZZ
180 942,018.57 1
1241 PIEDRA MORADA DRIVE 7.000 8,493.93 63
6.750 8,493.93 1,500,000.00
PACIFIC PALISAD CA 90272 5 05/19/98 00
0430851840 03 07/01/98 0
2565356 O 06/01/13
0
1752701 637/G01 F 251,000.00 ZZ
180 249,428.69 1
5777 HOFFMAN LANE 7.125 2,273.64 80
6.875 2,273.64 315,000.00
FAIR OAKS CA 95628 2 04/29/98 00
0430852848 05 06/01/98 0
11137635 O 05/01/13
0
1752758 356/G01 F 285,000.00 ZZ
180 284,129.77 1
1344 CANYON SIDE AVE 7.375 2,621.79 75
7.125 2,621.79 380,000.00
SAN RAMON CA 94583 5 05/11/98 00
0430851535 09 07/01/98 0
2518447 O 06/01/13
0
1752763 111/111 F 700,000.00 ZZ
180 700,000.00 1
24780 HERMOSILLA COURT 7.125 6,340.82 68
6.875 6,340.82 1,040,000.00
CALABASAS CA 91302 1 05/27/98 00
777144 03 08/01/98 0
777144 O 07/01/13
0
1
1752789 624/G01 F 240,000.00 ZZ
180 239,259.13 1
1913 MEREDITH COURT 7.250 2,190.87 93
7.000 2,190.87 260,000.00
CONCORD CA 94521 2 05/20/98 01
0430870055 05 07/01/98 25
4120158001 O 06/01/13
0
1752792 731/G01 F 257,500.00 ZZ
180 256,705.11 1
13949 MARGATE STREET 7.250 2,350.62 76
CITY OF LOS ANGELES 7.000 2,350.62 340,000.00
VAN NUYS AREA CA 91401 2 05/15/98 00
0430839522 05 07/01/98 0
1001440 O 06/01/13
0
1752931 637/G01 F 416,000.00 ZZ
180 413,423.88 1
206 ARLINGTON ROAD 7.250 3,797.51 53
7.000 3,797.51 795,000.00
REDWOOD CITY CA 94062 2 04/27/98 00
0430846048 05 06/01/98 0
11141058 O 05/01/13
0
1753002 D03/G01 F 266,000.00 ZZ
180 264,352.76 1
4321 BEECHMONT AVENUE 7.250 2,428.22 74
7.000 2,428.22 360,000.00
SAN JOSE CA 95136 2 04/21/98 00
0430838474 05 06/01/98 0
998101754 O 05/01/13
0
1753010 975/G01 F 292,000.00 ZZ
180 290,191.77 1
953 CALLE LA PRIMAVERA 7.250 2,665.56 73
7.000 2,665.56 400,000.00
GLENDALE CA 91208 2 04/03/98 00
0430856906 03 06/01/98 0
981157 O 05/01/13
0
1753072 956/G01 F 310,000.00 ZZ
180 309,032.55 1
1309 MOUNTAIN QUAIL CIRCLE 7.125 2,808.08 65
6.875 2,808.08 480,000.00
1
SAN JOSE CA 95120 2 05/04/98 00
0430851758 03 07/01/98 0
20804554 O 06/01/13
0
1753680 077/077 F 250,200.00 ZZ
180 249,436.04 1
52611 SPRING VALLEY 7.375 2,301.65 90
7.125 2,301.65 278,000.00
GRANGER IN 46530 1 05/29/98 14
431836 05 07/01/98 12
431836 O 06/01/13
0
1753688 830/830 F 999,999.00 ZZ
180 996,945.61 1
9125 SOUTH BUFFALO DRIVE 7.375 9,199.22 59
7.125 9,199.22 1,700,000.00
LAS VEGAS NV 89113 2 05/26/98 00
5534973 05 07/01/98 0
5534973 O 06/01/13
0
1753795 893/G01 F 375,000.00 ZZ
180 375,000.00 1
532 CHANNING AVENUE 302 6.875 3,344.45 50
6.625 3,344.45 750,000.00
PALO ALTO CA 94301 1 06/02/98 00
0430841924 01 08/01/98 0
1980628 O 07/01/13
0
1754136 638/G01 F 397,000.00 ZZ
180 395,787.80 1
7016 CASTLEROCK DRIVE 7.375 3,652.10 80
7.125 3,652.10 500,000.00
SAN JOSE CA 95120 2 05/08/98 00
0430838854 05 07/01/98 0
8737875 O 06/01/13
0
1754286 267/267 F 352,000.00 ZZ
180 350,877.34 1
3562 RUNNING TIDE CIR 6.875 3,139.33 64
6.625 3,139.33 555,000.00
HUNTINGTON BEAC CA 92649 2 05/22/98 00
4237170 03 07/01/98 0
4237170 O 06/01/13
0
1
1754289 H47/G01 F 500,000.00 ZZ
180 500,000.00 1
1366 PRESERVE CIRCLE 6.875 4,459.27 53
6.625 4,459.27 950,000.00
GOLDEN CO 80401 2 06/03/98 00
0430842096 03 08/01/98 0
0000000 O 07/01/13
0
1754515 267/267 F 254,000.00 ZZ
180 253,181.07 1
3233 ELVIA STREET 6.750 2,247.68 66
6.500 2,247.68 390,000.00
LAFAYETTE CA 94549 2 05/01/98 00
4242086 05 07/01/98 0
4242086 O 06/01/13
0
1754555 731/G01 F 564,000.00 ZZ
180 564,000.00 1
1520 RANCHO ENCINITAS DRIVE 6.625 4,951.88 80
6.375 4,951.88 705,000.00
ENCINITAS CA 92024 1 06/18/98 00
0430881847 05 08/01/98 0
613712565 O 07/01/13
0
1754672 654/G01 F 380,000.00 ZZ
180 380,000.00 1
602 AZURE COURT 6.750 3,362.66 62
6.500 3,362.66 620,000.00
OAK VIEW CA 93022 2 06/01/98 00
0430839712 05 08/01/98 0
71001621 O 07/01/13
0
1755015 B91/G01 F 556,000.00 ZZ
180 556,000.00 1
6 CAVALIER 6.875 4,958.72 80
6.625 4,958.72 695,000.00
LAGUNA NIGUEL CA 92677 1 06/01/98 00
0430857417 01 08/01/98 0
1000011215 O 07/01/13
0
1755223 550/550 F 1,000,000.00 ZZ
180 1,000,000.00 1
1
62 LINDA VISTA AVENUE 7.250 9,128.63 36
7.000 9,128.63 2,850,000.00
ATHERTON CA 94027 5 06/02/98 00
120240267 05 08/01/98 0
120240267 O 07/01/13
0
1755379 K56/G01 F 306,000.00 ZZ
180 306,000.00 1
13586 STAR FLOWER 7.250 2,793.36 59
7.000 2,793.36 525,000.00
BLACK BUTTE RAN OR 97759 2 06/01/98 00
0430839563 03 08/01/98 0
BROWN O 07/01/13
0
1755418 944/G01 F 400,000.00 ZZ
180 400,000.00 1
361 TENNYSON AVENUE 7.250 3,651.45 28
7.000 3,651.45 1,470,000.00
PALO ALTO CA 94301 2 06/02/98 00
0430852715 05 08/01/98 0
5980221 O 07/01/13
0
1755672 601/G01 F 298,450.00 ZZ
180 297,498.13 1
725 NORTH 161ST STREET 6.875 2,661.74 53
6.625 2,661.74 570,000.00
OMAHA NE 68118 5 05/22/98 00
0430864694 03 07/01/98 0
1231139 O 06/01/13
0
1755680 601/G01 F 337,500.00 ZZ
180 336,458.15 1
10830 W 127TH TERRACE 7.250 3,080.91 75
7.000 3,080.91 450,000.00
OVERLAND PARK KS 66213 5 05/20/98 00
0430870642 05 07/01/98 0
1237472 O 06/01/13
0
1756010 F28/G01 F 226,000.00 ZZ
180 204,986.12 1
6024 N KNOXVILLE AVE 7.375 2,079.03 80
7.125 2,079.03 282,500.00
PEORIA IL 61614 2 01/29/96 00
0430851063 05 04/01/96 0
1
1967029 O 03/01/11
0
1756011 F28/G01 F 250,000.00 ZZ
180 244,440.31 1
6113 N 31ST ST 7.125 2,264.58 67
6.875 2,264.58 376,000.00
PHOENIX AZ 85016 1 11/24/97 00
0430850891 03 01/01/98 0
3536731 O 12/01/12
0
1756012 F28/G01 F 365,000.00 ZZ
180 354,096.04 1
41 YORKSHIRE RD 6.875 3,255.27 61
6.625 3,255.27 600,000.00
DOVER MA 02030 5 03/06/98 00
0430850925 05 05/01/98 0
3634906 O 04/01/13
0
1756013 F28/G01 F 274,000.00 ZZ
180 270,511.80 1
2336 175TH COURT NE 7.000 2,462.79 79
6.750 2,462.79 350,000.00
REDMOND WA 98052 2 02/04/98 00
0430850909 05 04/01/98 0
3643156 O 03/01/13
0
1756014 F28/G01 F 345,000.00 ZZ
180 339,937.19 1
1041 TIMBERLINE DR 7.125 3,125.12 70
6.875 3,125.12 495,000.00
WEST BEND WI 53095 2 02/11/98 00
0430851055 05 04/01/98 0
3647843 O 03/01/13
0
1756015 F28/G01 F 500,000.00 ZZ
180 495,341.51 1
3 CERULEAN WAY 7.250 4,564.32 48
7.000 4,564.32 1,050,000.00
LINCOLN MA 01773 5 03/12/98 00
0430850883 05 05/01/98 0
3663806 O 04/01/13
0
1
1756017 F28/G01 F 313,850.00 ZZ
180 310,031.99 1
9461 E. SHANGRI-LA 6.875 2,799.08 73
6.625 2,799.08 430,000.00
SCOTTSDALE AZ 85260 2 04/03/98 00
0430851048 03 06/01/98 0
3697675 O 05/01/13
0
1756018 F28/G01 F 288,900.00 ZZ
180 286,119.90 1
1430 E ACOMA DR 6.875 2,576.57 74
6.625 2,576.57 395,000.00
PHOENIX AZ 85022 2 03/12/98 00
0430850933 05 05/01/98 0
3708290 O 04/01/13
0
1756019 F28/G01 F 415,500.00 ZZ
180 410,201.85 1
5156 STONEHENGE 7.250 3,792.95 59
7.000 3,792.95 710,000.00
OAKLAND TOWNSHI MI 48306 2 03/30/98 00
0430850966 05 05/01/98 0
3709777 O 04/01/13
0
1756020 F28/G01 F 257,500.00 ZZ
180 256,669.80 1
1315 151ST SE PLACE 6.750 2,278.64 74
6.500 2,278.64 350,000.00
MILL CREEK WA 98012 2 05/06/98 00
0430850842 03 07/01/98 0
3713579 O 06/01/13
0
1756021 F28/G01 F 255,000.00 ZZ
180 252,624.18 1
106 INDIAN POINT RD 7.250 2,327.80 69
7.000 2,327.80 370,000.00
STAFFORD VA 22554 2 03/31/98 00
0430850784 05 05/01/98 0
3715576 O 04/01/13
0
1756022 F28/G01 F 420,000.00 ZZ
180 416,086.87 1
5430 N PAULINE'S WOOD ROAD 7.250 3,834.03 49
7.000 3,834.03 865,000.00
1
CHENEQUA WI 53058 2 03/20/98 00
0430850875 05 05/01/98 0
3729831 O 04/01/13
0
1756023 F28/G01 F 293,000.00 ZZ
180 289,907.65 1
9858 OAKCREST COURT 7.375 2,695.38 68
7.125 2,695.38 435,000.00
FISHERS IN 46038 2 03/23/98 00
0430850818 03 05/01/98 0
3734484 O 04/01/13
0
1756024 F28/G01 F 601,600.00 ZZ
180 595,810.76 1
810 BROOKS HOLLOW DRIVE 6.875 5,365.40 77
6.625 5,365.40 785,000.00
AUSTIN TX 78734 1 03/27/98 00
0430851576 05 05/01/98 0
3740077 O 04/01/13
0
1756025 F28/G01 F 258,000.00 ZZ
180 256,384.89 1
1 HUNTINGTON COURT 7.125 2,337.04 50
6.875 2,337.04 520,000.00
BRIARCLIFF MANO NY 10510 2 04/02/98 00
0430852194 03 06/01/98 0
3742204 O 05/01/13
0
1756027 F28/G01 F 342,000.00 ZZ
180 339,812.23 1
8800 LAKE CHALLIS LANE 6.875 3,050.14 45
6.625 3,050.14 775,000.00
CHARLOTTE NC 28226 2 04/07/98 00
0430852350 03 06/01/98 0
3742867 O 05/01/13
0
1756028 F28/G01 F 275,000.00 ZZ
120 270,270.33 1
173 BERKELEY STREET 7.250 3,228.53 44
7.000 3,228.53 630,000.00
NEWTON MA 02165 2 03/27/98 00
0430852426 05 05/01/98 0
3743509 O 04/01/08
0
1
1756029 F28/G01 F 360,000.00 ZZ
180 357,794.79 1
664 DORNOCH 7.375 3,311.72 75
7.125 3,311.72 480,000.00
ANN ARBOR MI 48103 5 04/24/98 00
0430850834 05 06/01/98 0
3744293 O 05/01/13
0
1756030 F28/G01 F 519,000.00 ZZ
180 515,750.98 1
4320 TURTLE BAY 7.125 4,701.26 77
6.875 4,701.26 675,000.00
SPRINGFIELD IL 62707 2 04/07/98 00
0430850800 05 06/01/98 0
3747876 O 05/01/13
0
1756031 F28/G01 F 468,800.00 ZZ
180 464,730.32 1
1460 SOUTH AMBASSADOR WAY 6.625 4,116.03 80
6.375 4,116.03 590,000.00
SALT LAKE CITY UT 84108 2 04/06/98 00
0430852962 05 06/01/98 0
3752569 O 05/01/13
0
1756032 F28/G01 F 448,000.00 ZZ
180 443,870.95 1
12494 NORTH 116TH STREET 7.375 4,121.26 50
7.125 4,121.26 900,000.00
SCOTTSDALE AZ 85259 2 03/25/98 00
0430852467 05 05/01/98 0
3758301 O 04/01/13
0
1756034 F28/G01 F 236,000.00 ZZ
180 234,538.54 1
10 COLUMBINE RD 7.250 2,154.36 80
7.000 2,154.36 295,000.00
READINGTON TOWN NJ 08889 2 04/14/98 00
0430851014 05 06/01/98 0
3759277 O 05/01/13
0
1756036 F28/G01 F 649,950.00 ZZ
180 647,987.07 1
1
1000 EAST GLACIER 7.500 6,025.12 46
7.250 6,025.12 1,430,000.00
NORTH OF JACKSO WY 83001 1 05/13/98 00
0430850792 05 07/01/98 0
3803741 O 06/01/13
0
1756038 F28/G01 F 282,050.00 ZZ
180 280,245.71 1
19324 ERIN TREE CT 6.875 2,515.48 79
6.625 2,515.48 360,000.00
GAITHERSBURG MD 20879 2 05/01/98 00
0430851030 05 06/01/98 0
3805326 O 05/01/13
0
1756042 F28/G01 F 283,500.00 ZZ
180 282,624.84 1
380 BELVEDERE COURT NORTH 7.250 2,587.97 90
7.000 2,587.97 315,000.00
CANTON MI 48187 1 05/29/98 10
0430850867 05 07/01/98 25
3818014 O 06/01/13
0
1756043 F28/G01 F 270,000.00 ZZ
180 269,129.49 1
2929 PARKRIDGE 6.750 2,389.26 70
6.500 2,389.26 390,000.00
ANN ARBOR MI 48103 2 05/21/98 00
0430850990 05 07/01/98 0
3822164 O 06/01/13
0
1756044 F28/G01 F 319,000.00 ZZ
180 318,025.96 1
1640 PRESTWICK DR 7.375 2,934.56 70
7.125 2,934.56 460,000.00
LAKE GENEVA WI 53147 2 05/14/98 00
0430850982 01 07/01/98 0
3822345 O 06/01/13
0
1756045 F28/G01 F 417,000.00 ZZ
180 415,698.62 1
2578 AUDREY LN 7.125 3,777.32 80
6.875 3,777.32 521,431.00
NORTHBROOK IL 60062 1 05/22/98 00
0430850859 05 07/01/98 0
1
3827553 O 06/01/13
0
1756046 F28/G01 F 296,000.00 ZZ
180 295,055.94 1
5935 SWEETWATER CIRCLE 6.875 2,639.89 74
6.625 2,639.89 400,000.00
SHOREWOOD MN 55331 2 05/27/98 00
0430851071 05 07/01/98 0
3828080 O 06/01/13
0
1756047 F28/G01 F 300,000.00 ZZ
180 299,053.52 1
5437 E. SAPPHIRE LN 7.000 2,696.48 80
6.750 2,696.48 375,000.00
PARADISE VALLEY AZ 85253 2 05/28/98 00
0430851006 05 07/01/98 0
3833029 O 06/01/13
0
1756048 F28/G01 F 272,000.00 ZZ
180 271,132.48 1
6680 HIGHLAND PLACE 6.875 2,425.84 44
6.625 2,425.84 625,000.00
WESTERVILLE OH 43081 5 05/27/98 00
0430850826 05 07/01/98 0
3851478 O 06/01/13
0
1756119 664/G01 F 335,000.00 ZZ
180 333,943.09 1
21852 TENDERFOOT WAY 7.000 3,011.08 70
6.750 3,011.08 480,000.00
DIAMOND BAR CA 91765 1 05/22/98 00
0430870188 03 07/01/98 0
2604841 O 06/01/13
0
1756307 964/G01 F 392,000.00 ZZ
180 390,763.26 1
620 6TH STREET 7.000 3,523.41 61
6.750 3,523.41 650,000.00
MANHATTAN BEACH CA 90266 5 05/27/98 00
0430857300 05 07/01/98 0
35520 O 06/01/13
0
1
1756332 116/116 F 424,000.00 ZZ
180 422,647.70 1
58 LYRIC ARBOR CIRCLE 6.875 3,781.47 80
6.625 3,781.47 530,000.00
THE WOODLANDS TX 77381 1 05/29/98 00
091067106 03 07/01/98 0
091067106 O 06/01/13
0
1756480 A13/G01 F 308,400.00 ZZ
180 307,427.01 1
3 SARENA 7.000 2,771.99 80
6.750 2,771.99 385,500.00
IRVINE CA 92612 1 05/06/98 00
0430854513 01 07/01/98 0
006850260 O 06/01/13
0
1756499 H47/G01 F 250,000.00 ZZ
180 250,000.00 1
100 SOUTH ROYAL ASCOT DRIVE 7.250 2,282.16 36
7.000 2,282.16 700,000.00
LAS VEGAS NV 89134 1 06/09/98 00
0430846899 05 08/01/98 0
00000 O 07/01/13
0
1756510 077/077 F 300,000.00 ZZ
180 299,063.76 1
4547 DAMERON LANE 7.125 2,717.49 76
6.875 2,717.49 395,000.00
CINCINNATI OH 45244 2 06/01/98 00
397878 05 07/01/98 0
397878 O 06/01/13
0
1756671 B98/G01 F 219,200.00 ZZ
180 219,200.00 1
133 DHILLON COURT 6.875 1,954.95 80
6.625 1,954.95 274,000.00
HAYWARD CA 94544 2 06/16/98 00
0430867101 05 08/01/98 0
0 O 07/01/13
0
1756691 A06/G01 F 241,000.00 ZZ
180 241,000.00 1
9336 SASHABAW 7.375 2,217.02 76
7.125 2,217.02 320,000.00
1
CLARKSTON MI 48348 2 06/23/98 00
0430888909 05 08/01/98 0
9808149 O 07/01/13
0
1756731 E82/G01 F 460,000.00 ZZ
180 460,000.00 1
418 PEPPERIDGE ROAD 6.875 4,102.53 64
6.625 4,102.53 730,000.00
HEWLETT HARBOR NY 11557 5 06/03/98 00
0400116877 05 08/01/98 0
400116877 O 07/01/13
0
1756988 E22/G01 F 65,000.00 ZZ
180 65,000.00 1
2103 N 14TH TERRACE 6.875 579.71 50
6.625 579.71 130,000.00
HOLLYWOOD FL 33020 5 06/05/98 00
0410890610 05 08/01/98 0
410890610 O 07/01/13
0
1757084 E22/G01 F 237,000.00 ZZ
180 237,000.00 1
8 ORCHARD LANE 7.625 2,213.89 65
7.375 2,213.89 365,000.00
FAIRFIELD NJ 07004 5 06/04/98 00
0410834493 05 08/01/98 0
410834493 O 07/01/13
0
1757275 685/G01 F 272,000.00 ZZ
180 271,151.14 1
8496 RHODA AVENUE 7.125 2,463.86 77
6.875 2,463.86 356,000.00
DUBLIN CA 94568 5 05/01/98 00
0430847418 05 07/01/98 0
112901 O 06/01/13
0
1757763 E22/G01 F 650,000.00 ZZ
180 650,000.00 1
14860 VALLEY VISTA BOULEVARD 7.125 5,887.90 77
6.875 5,887.90 850,000.00
LOS ANGELES CA 91423 2 06/04/98 00
0410863807 05 08/01/98 0
410863807 O 07/01/13
0
1
1757779 K13/G01 F 234,000.00 ZZ
180 234,000.00 1
9752 RAINIER CIRCLE 7.750 2,202.59 90
7.500 2,202.59 260,000.00
HUNTINGTON BEAC CA 92646 2 06/02/98 12
0430864249 05 08/01/98 25
39805148 O 07/01/13
0
1757940 E22/G01 F 126,000.00 ZZ
180 125,619.46 1
9441 SHARON DRIVE 7.500 1,168.04 67
7.250 1,168.04 190,000.00
NORTH ROYALTON OH 44133 2 06/01/98 00
0410820799 05 07/01/98 0
410820799 O 06/01/13
0
1757942 638/G01 F 150,000.00 ZZ
180 149,091.13 1
3267 RYAN DRIVE 7.500 1,390.52 32
7.250 1,390.52 470,000.00
ESCONDIDO CA 92025 2 04/08/98 00
0430850081 05 06/01/98 0
8727585 O 05/01/13
0
1758290 195/G01 F 377,000.00 ZZ
180 377,000.00 1
4942 CACTUS COURT 6.750 3,336.11 72
6.500 3,336.11 525,000.00
RANCHO CUCAMONG CA 91737 2 06/08/98 00
0430869370 03 08/01/98 0
58336 O 07/01/13
0
1758295 E22/G01 F 185,000.00 ZZ
180 184,441.28 1
10 WAKELFIELD DRIVE 7.500 1,714.97 74
7.250 1,714.97 253,000.00
EDISON NJ 08820 2 05/26/98 00
0410851091 05 07/01/98 0
410851091 O 06/01/13
0
1758404 664/G01 F 380,000.00 ZZ
180 378,864.88 1
1
927 BAUTISTA COURT 7.625 3,549.70 56
7.375 3,549.70 685,000.00
PALO ALTO CA 94303 2 05/15/98 00
0430869057 05 07/01/98 0
2425379 O 06/01/13
0
1758465 661/661 F 1,000,000.00 ZZ
180 899,951.67 1
16 KITTLE ROAD 8.375 9,774.27 100
8.125 9,774.27 1,000,000.00
TOWN OF NEW CAS NY 10514 5 10/06/95 92
2276517 05 12/01/95 30
2276517 O 11/01/10
0
1758466 661/661 F 167,900.00 ZZ
180 166,335.67 1
495 CHERRY HILLS DRIVE 7.250 1,532.70 80
7.000 1,532.70 209,899.00
HUNTSVILLE TX 77340 4 04/13/98 00
2850253 03 05/01/98 0
2850253 O 04/01/13
0
1758470 661/661 F 200,000.00 ZZ
180 198,801.37 1
30672 BELLE MAISON 7.625 1,868.25 35
7.375 1,868.25 575,000.00
LAGUNA NIGUEL CA 92677 5 03/31/98 00
3225034 03 06/01/98 0
3225034 O 05/01/13
0
1758471 661/661 F 64,000.00 ZZ
180 63,624.75 1
722 PEARL DRIVE 7.875 607.01 73
7.625 607.01 88,000.00
ANCHORAGE AK 99518 5 04/09/98 00
3235256 05 06/01/98 0
3235256 O 05/01/13
0
1758472 661/661 F 160,000.00 ZZ
180 158,829.67 1
47 CARLTON ROAD 7.125 1,449.33 80
6.875 1,449.33 200,000.00
METUCHEN NJ 08840 2 04/08/98 00
3235967 05 06/01/98 0
1
3235967 O 05/01/13
0
1758474 661/661 F 275,000.00 T
180 273,369.81 1
31842 AQUACATE ROAD 7.750 2,588.51 36
7.500 2,588.51 780,000.00
SAN JUAN CAPIST CA 92675 5 04/07/98 00
3261245 05 06/01/98 0
3261245 O 05/01/13
0
1758475 661/661 F 89,000.00 ZZ
180 88,472.42 1
4142 SOUTH SUNDOWN DRIVE 7.750 837.73 69
7.500 837.73 130,000.00
SPOKANE WA 99206 5 03/27/98 00
3261971 05 06/01/98 0
3261971 O 05/01/13
0
1758476 661/661 F 560,000.00 ZZ
180 554,782.51 1
94 RIVIERA DRIVE SOUTH 7.250 5,112.03 59
7.000 5,112.03 950,000.00
MASSAPEQUA NY 11758 2 03/27/98 00
3263829 05 05/01/98 0
3263829 O 04/01/13
0
1758478 661/661 F 268,000.00 ZZ
180 266,445.87 1
1301 SW 155TH STREET 8.000 2,561.15 80
7.750 2,561.15 335,000.00
OKLAHOMA CITY OK 73170 5 04/02/98 00
3266004 05 06/01/98 0
3266004 O 05/01/13
0
1758479 661/661 F 273,000.00 ZZ
180 271,309.42 1
339 CUSHMAN ROAD ST JOHNS FARM 7.250 2,492.12 48
7.000 2,492.12 580,000.00
PATTERSON NY 12563 2 04/07/98 00
3269081 05 06/01/98 0
3269081 O 05/01/13
0
1
1758481 661/661 F 250,000.00 ZZ
180 247,745.40 1
220 CHAMBERS ROAD 7.625 2,335.32 99
7.375 2,335.32 255,000.00
TOUGHKENAMON PA 19374 1 03/30/98 92
3269875 05 05/01/98 30
3269875 O 04/01/13
0
1758482 661/661 F 1,000,000.00 ZZ
180 990,783.40 1
123 KAREN WAY 7.375 9,199.23 74
7.125 9,199.23 1,365,000.00
ANTHONYVILLE NJ 07901 2 03/06/98 00
3272044 05 05/01/98 0
3272044 O 04/01/13
0
1758483 661/661 F 200,000.00 ZZ
180 198,747.97 1
2156 BROOKMEAD WAY 7.125 1,811.66 100
6.875 1,811.66 200,000.00
CHARLOTTE MI 48813 5 04/17/98 92
3272267 05 06/01/98 30
3272267 O 05/01/13
0
1758486 661/661 F 251,250.00 T
180 248,753.36 1
120 MOUNT VERNON COURT 6.500 2,188.66 75
6.250 2,188.66 335,000.00
LOCUST GROVE VA 22508 5 03/31/98 00
3280153 03 05/01/98 0
3280153 O 04/01/13
0
1758488 661/661 F 490,000.00 ZZ
180 486,870.73 1
4770 DUNCAN DRIVE 7.125 4,438.58 70
6.875 4,438.58 700,000.00
MISSOULA MT 59802 2 04/03/98 00
3283173 05 06/01/98 0
3283173 O 05/01/13
0
1758489 661/661 F 269,500.00 ZZ
180 267,042.91 1
2065 FARMVIEW DRIVE 7.500 2,498.31 86
7.250 2,498.31 315,000.00
1
NEWTOWN PA 18940 2 03/09/98 00
3286945 05 05/01/98 0
3286945 O 04/01/13
0
1758490 661/661 F 400,000.00 ZZ
180 397,549.78 1
26 COUNTRY CLUB DRIVE 7.375 3,679.69 58
7.125 3,679.69 700,000.00
PORT WASHINGTON NY 11050 2 03/27/98 00
3289196 05 06/01/98 0
3289196 O 05/01/13
0
1758491 661/661 F 133,000.00 ZZ
180 131,966.21 1
1 LANDMARK SQUARE UNIT #435 7.125 1,204.76 99
6.875 1,204.76 135,000.00
PORT CHESTER NY 10573 1 04/07/98 93
3289295 01 06/01/98 30
3289295 O 05/01/13
0
1758493 661/661 F 440,000.00 ZZ
180 411,298.99 1
348 HUNTER ROAD 7.500 4,078.85 63
7.250 4,078.85 700,000.00
PASADENA MD 21122 5 04/02/98 00
3291234 05 06/01/98 0
3291234 O 05/01/13
0
1758494 661/661 F 358,796.00 ZZ
180 355,380.17 1
8727 CLIFFRIDGE AVENUE 7.000 3,224.97 60
6.750 3,224.97 600,000.00
LA JOLLA CA 92037 2 03/27/98 00
3291820 05 05/01/98 0
3291820 O 04/01/13
0
1758496 661/661 F 200,000.00 ZZ
180 198,678.67 1
4601 MERRITT ROAD 6.500 1,742.21 99
6.250 1,742.21 203,000.00
PITTSFIELD TWP MI 48197 2 04/09/98 92
3312170 05 06/01/98 30
3312170 O 05/01/13
0
1
1758497 661/661 F 256,000.00 ZZ
180 253,614.86 1
1795 W PACK SADDLE 7.250 2,336.93 80
7.000 2,336.93 320,000.00
JACKSON WY 83001 1 03/30/98 00
3323169 05 05/01/98 0
3323169 O 04/01/13
0
1758501 661/661 F 270,000.00 ZZ
180 267,677.40 1
939 PARK AVENUE 7.625 2,522.14 75
7.375 2,522.14 362,000.00
MAHTOMEDI MN 55115 5 04/14/98 00
3326972 05 06/01/98 0
3326972 O 05/01/13
0
1758508 661/661 F 77,550.00 ZZ
180 77,069.77 1
2950 STRAIGHT ROAD 7.250 707.92 76
7.000 707.92 103,000.00
FREDONIA NY 14063 2 04/24/98 00
3342839 05 06/01/98 0
3342839 O 05/01/13
0
1758509 661/661 F 400,000.00 ZZ
180 397,522.96 1
1054 ARKRIDGE CIRCLE 7.250 3,651.46 69
7.000 3,651.46 580,000.00
HOT SPRINGS AR 71913 5 04/17/98 00
3347119 05 06/01/98 0
3347119 O 05/01/13
0
1758510 661/661 F 283,000.00 ZZ
180 281,150.24 1
3124 WHIPPORWILL LANE 6.625 2,484.73 100
6.375 2,484.73 283,000.00
ENID OK 73703 2 04/23/98 92
3351434 05 06/01/98 30
3351434 O 05/01/13
0
1758511 661/661 F 350,400.00 ZZ
180 348,109.72 1
1
147 EAST RUELLE DRIVE 6.625 3,076.49 80
6.375 3,076.49 438,000.00
MANDEVILLE LA 70471 5 04/09/98 00
3353349 03 06/01/98 0
3353349 O 05/01/13
0
1758514 661/661 F 280,000.00 ZZ
180 278,247.15 1
11 SUMMIT CIRCLE 7.125 2,536.33 80
6.875 2,536.33 350,000.00
SOMERS NY 10589 5 04/16/98 00
3358868 05 06/01/98 0
3358868 O 05/01/13
0
1758519 661/661 F 75,000.00 ZZ
180 74,540.57 1
107 BELLVIEW STREET 7.375 689.95 94
7.125 689.95 80,000.00
ST CLAIRSVILLE OH 43950 5 04/22/98 92
3377827 05 06/01/98 30
3377827 O 05/01/13
0
1758573 624/G01 F 306,000.00 ZZ
180 306,000.00 1
450 PLOMO COURT 7.250 2,793.36 80
7.000 2,793.36 382,500.00
ARROYO GRANDE CA 93420 1 06/02/98 00
0430868380 05 08/01/98 0
72700180736 O 07/01/13
0
1758672 E22/G01 F 188,550.00 ZZ
180 187,955.13 1
7026 ROCKY TOP CIRCLE 7.000 1,694.75 80
6.750 1,694.75 235,730.00
DALLAS TX 75252 1 05/22/98 00
0410880157 03 07/01/98 0
410880157 O 06/01/13
0
1758693 E22/G01 F 131,350.00 ZZ
180 131,350.00 1
1920 KENNELY RD 7.625 1,226.98 54
7.375 1,226.98 245,000.00
SAGINAW MI 48609 5 05/29/98 00
0410831515 05 08/01/98 0
1
410831515 O 07/01/13
0
1758700 E22/G01 F 142,000.00 ZZ
180 142,000.00 1
120 CALLE DON JOSE 7.375 1,306.29 89
7.125 1,306.29 160,000.00
SANTA FE NM 87501 2 05/28/98 04
0410882088 05 08/01/98 25
410882088 O 07/01/13
0
1758792 E22/G01 F 106,000.00 ZZ
180 106,000.00 1
125 W. PROVIDENCE ROAD 6.750 938.00 75
6.500 938.00 142,000.00
ALDEN PA 19018 2 06/08/98 00
0410816375 05 08/01/98 0
410816375 O 07/01/13
0
1758909 593/593 F 247,000.00 ZZ
180 245,453.73 1
1704 TESARA VISTA PLACE 7.125 2,237.41 80
6.875 2,237.41 310,000.00
LAS VEAGS NV 89128 2 04/24/98 00
6242556 03 06/01/98 0
6242556 O 05/01/13
0
1758914 638/G01 F 380,000.00 ZZ
180 377,697.53 1
3328 LOWER RIDGE ROAD 7.500 3,522.65 89
7.250 3,522.65 430,000.00
SAN DIEGO CA 92130 2 04/27/98 14
0430852475 03 06/01/98 25
8735553 O 05/01/13
0
1758921 638/G01 F 304,000.00 ZZ
180 303,081.88 1
866 MONTEREY BOULEVARD 7.500 2,818.12 80
7.250 2,818.12 380,000.00
SAN FRANCISCO CA 94127 5 05/20/98 00
0430852392 05 07/01/98 0
8748911 O 06/01/13
0
1
1758927 638/G01 F 288,750.00 ZZ
180 287,788.46 1
200 HARBOR DRIVE #1803 6.375 2,495.52 75
6.125 2,495.52 385,000.00
SAN DIEGO CA 92101 1 05/28/98 00
0430852103 01 07/01/98 0
8741351 O 06/01/13
0
1758930 356/G01 F 463,000.00 ZZ
180 463,000.00 1
3533 MEADOWLANDS LANE 7.125 4,194.00 80
6.875 4,194.00 579,000.00
SAN JOSE CA 95135 2 05/21/98 00
0430860478 05 08/01/98 0
2474146 O 07/01/13
0
1758932 638/G01 F 280,000.00 ZZ
180 278,228.07 1
4130 SUNSET RD 7.000 2,516.72 72
6.750 2,516.72 390,000.00
SAN DIEGO CA 92103 2 04/17/98 00
0430851642 05 06/01/98 0
8734870 O 05/01/13
0
1758934 356/G01 F 298,960.00 ZZ
180 298,960.00 1
902 FOREST RIDGE DR 7.125 2,708.08 63
6.875 2,708.08 475,000.00
SAN JOSE CA 95129 2 05/20/98 00
0430856542 05 08/01/98 0
2520526 O 07/01/13
0
1758942 638/G01 F 189,500.00 ZZ
180 188,895.62 1
5565 SALERNO DRIVE 6.875 1,690.06 80
6.625 1,690.06 236,990.00
WESTLAKE VILLAG CA 91362 1 05/20/98 00
0430851436 01 07/01/98 0
8736064 O 06/01/13
0
1758946 638/G01 F 280,000.00 ZZ
180 279,126.17 1
1647 VETERAN AVENUE #D 7.125 2,536.33 80
6.875 2,536.33 350,000.00
1
LOS ANGELES CA 90024 2 05/21/98 00
0430851303 01 07/01/98 0
8738227 O 06/01/13
0
1758951 638/G01 F 257,500.00 ZZ
180 256,696.39 1
12008 SILVERCREST STREET 7.125 2,332.52 74
6.875 2,332.52 350,000.00
MOORPARK CA 93021 2 05/26/98 00
0430851220 03 07/01/98 0
8738690 O 06/01/13
0
1758957 638/G01 F 255,000.00 ZZ
180 254,212.83 1
2173 NORTH TIMBERGROVE ROAD 7.250 2,327.80 51
7.000 2,327.80 505,000.00
ORANGE CA 92867 1 05/26/98 00
0430853713 03 07/01/98 0
8750704 O 06/01/13
0
1758958 593/593 F 264,000.00 ZZ
180 261,513.60 1
2500 SOUTH TYLER AVENUE 7.125 2,391.40 80
6.875 2,391.40 330,000.00
OGDEN UT 84401 2 04/01/98 00
0006463475 05 05/01/98 0
0006463475 O 04/01/13
0
1758960 638/G01 F 335,000.00 ZZ
180 332,857.00 1
1335 LA SOBRINA COURT 6.875 2,987.71 60
6.625 2,987.71 560,000.00
SOLANA BEACH CA 92075 2 04/24/98 00
0430852418 05 06/01/98 0
8735358 O 05/01/13
0
1758965 593/593 F 240,000.00 ZZ
180 239,259.12 1
952 EAST SPRINGWOOD DRIVE 7.250 2,190.88 73
7.000 2,190.88 330,000.00
NORTH SALT LAKE UT 84054 1 05/15/98 00
0006417398 05 07/01/98 0
0006417398 O 06/01/13
0
1
1758993 E22/G01 F 241,000.00 ZZ
180 241,000.00 1
5343 VINEYARD BOULEVARD 7.500 2,234.10 67
7.250 2,234.10 363,000.00
STERLING HEIGHT MI 48314 2 06/05/98 00
0410885370 05 08/01/98 0
410885370 O 07/01/13
0
1759007 299/299 F 404,000.00 ZZ
180 401,415.58 1
25 MUSEUM DRIVE 6.875 3,603.10 61
6.625 3,603.10 670,000.00
NEWPORT NEWS VA 23601 5 03/25/98 00
756780 05 05/01/98 0
756780 O 04/01/13
0
1759014 267/267 F 435,000.00 ZZ
180 434,502.85 1
3805 VIA PALOMINO 6.875 3,879.57 46
6.625 3,879.57 950,000.00
PALOS VERDES ES CA 90274 2 05/27/98 00
4256289 05 08/01/98 0
4256289 O 07/01/13
0
1759066 700/G01 F 780,000.00 ZZ
180 780,000.00 1
4319 GOLF COURSE DR 6.875 6,956.46 65
6.625 6,956.46 1,200,000.00
WESTLAKE VILLAG CA 91362 2 06/10/98 00
0430884361 03 08/01/98 0
131140 O 07/01/13
0
1759153 975/G01 F 127,000.00 ZZ
180 127,000.00 1
1 DANIEL BURNHAM COURT #110 7.250 1,159.34 61
7.000 1,159.34 210,000.00
SAN FRANCISCO CA 94109 2 06/03/98 00
0430885848 06 08/01/98 0
981833 O 07/01/13
0
1759327 450/G01 F 324,000.00 ZZ
180 324,000.00 1
1
47 WILLOW TREE PLACE 7.250 2,957.68 44
VLG 7.000 2,957.68 750,000.00
GROSSE POINTE S MI 48236 5 06/04/98 00
0430857524 05 08/01/98 0
4500799 O 07/01/13
0
1759355 956/G01 F 285,000.00 ZZ
180 284,081.14 1
1730 GLEN UNA AVENUE 6.750 2,521.99 57
6.500 2,521.99 500,000.00
SAN JOSE CA 95125 2 05/29/98 00
0430851865 05 07/01/98 0
208050395 O 06/01/13
0
1759364 765/G01 F 350,000.00 ZZ
180 350,000.00 1
4855 LOUISE AVENUE 7.375 3,219.74 55
7.125 3,219.74 640,000.00
ENCINO (AREA) CA 91316 2 06/05/98 00
0430860163 05 08/01/98 0
334446 O 07/01/13
0
1759405 964/G01 F 298,000.00 ZZ
180 297,059.82 1
498 CASTLE STREET 7.000 2,678.51 87
6.750 2,678.51 345,000.00
DALY CITY CA 94014 2 05/23/98 04
0430857284 05 07/01/98 30
36083 O 06/01/13
0
1759432 638/G01 F 281,000.00 ZZ
180 280,113.46 1
11009 DANECROFT WAY 7.000 2,525.71 87
6.750 2,525.71 325,000.00
BAKERSFIELD CA 93311 2 05/28/98 04
0430856948 03 07/01/98 12
8742994 O 06/01/13
0
1759433 638/G01 F 363,500.00 ZZ
180 360,113.29 1
659 GABRIEL AVENUE 7.250 3,318.26 75
7.000 3,318.26 485,000.00
YUBA CITY CA 95993 2 03/31/98 00
0430856575 05 05/01/98 0
1
8726913 O 04/01/13
0
1759435 638/G01 F 117,000.00 ZZ
180 116,638.83 1
9342 S. E. HARRISON STREET 7.250 1,068.05 67
7.000 1,068.05 177,000.00
PORTLAND OR 97216 1 05/28/98 00
0430856765 05 07/01/98 0
8747560 O 06/01/13
0
1759437 638/G01 F 267,000.00 ZZ
180 266,175.79 1
5126 MAKENNA COURT 7.250 2,437.34 58
7.000 2,437.34 463,000.00
LAS VEGAS NV 89113 2 05/14/98 00
0430856872 03 07/01/98 0
8746199 O 06/01/13
0
1759440 638/G01 F 160,000.00 ZZ
180 159,495.20 1
278 SNELL COURT 7.000 1,438.13 54
6.750 1,438.13 300,000.00
SAN JOSE CA 95123 2 05/26/98 00
0430856914 05 07/01/98 0
8750140 O 06/01/13
0
1759442 638/G01 F 312,000.00 ZZ
180 312,000.00 1
30230 17TH AVENUE S.W. 6.750 2,760.92 80
6.500 2,760.92 390,000.00
FEDERAL WAY WA 98023 1 06/03/98 00
0430857474 05 08/01/98 0
8748978 O 07/01/13
0
1759447 299/299 F 310,000.00 ZZ
180 302,505.19 1
14300 AYLESFORD COURT 7.750 2,917.96 57
7.500 2,917.96 545,000.00
MIDLOTHIAN VA 23113 1 10/30/97 00
725806 03 12/01/97 0
725806 O 11/01/12
0
1
1759448 638/G01 F 98,000.00 ZZ
180 98,000.00 1
3817 SOUTH EMPEROR DRIVE 7.125 887.71 57
6.875 887.71 174,000.00
MURRAY UT 84123 2 06/02/98 00
0430857870 05 08/01/98 0
8750299 O 07/01/13
0
1759449 638/G01 F 132,000.00 ZZ
180 131,592.52 1
174 PICHOLINE WAY 7.250 1,204.98 75
7.000 1,204.98 176,000.00
CHICO CA 95928 1 05/28/98 00
0430857706 05 07/01/98 0
8751254 O 06/01/13
0
1759517 830/G01 F 306,800.00 ZZ
180 305,863.22 1
70 PANORAMA COURT 7.375 2,822.32 46
7.125 2,822.32 679,000.00
DANVILLE CA 94506 2 06/04/98 00
0430862870 03 07/01/98 0
536626 O 06/01/13
0
1759532 593/593 F 310,000.00 ZZ
180 309,032.55 1
1120 EAST YALE AVENUE 7.125 2,808.08 78
6.875 2,808.08 400,000.00
SALT LAKE CITY UT 84105 2 05/04/98 00
0007103864 05 07/01/98 0
0007103864 O 06/01/13
0
1759600 299/299 F 241,150.00 ZZ
180 238,878.79 1
124 RANDOLPHS GREEN 7.125 2,184.42 73
6.875 2,184.42 331,000.00
WILLIAMSBURG VA 23185 2 03/27/98 00
756810 03 05/01/98 0
756810 O 04/01/13
0
1759614 299/299 F 325,000.00 ZZ
180 322,987.40 1
816 GREENTREE ARCH 7.250 2,966.81 59
7.000 2,966.81 560,000.00
1
VIRGINIA BEACH VA 23451 2 04/06/98 00
764801 05 06/01/98 0
764801 O 05/01/13
0
1759753 267/267 F 308,000.00 ZZ
180 308,000.00 1
1323 E SAINT JAMES CIR 6.875 2,746.92 80
6.625 2,746.92 385,000.00
FRESNO CA 93720 1 06/03/98 00
4252837 05 08/01/98 0
4252837 O 07/01/13
0
1759883 195/G01 F 475,000.00 ZZ
180 475,000.00 1
270 ELEANOR DRIVE 7.125 4,302.70 31
6.875 4,302.70 1,555,000.00
WOODSIDE CA 94062 2 06/10/98 00
0430871863 05 08/01/98 0
58459 O 07/01/13
0
1759886 721/G01 F 340,000.00 ZZ
180 340,000.00 1
5748 N PHEASANT DRIVE 7.375 3,127.74 31
7.125 3,127.74 1,100,000.00
CHENEQUA WI 53058 2 06/05/98 00
0430872432 05 08/01/98 0
7810057661 O 07/01/13
0
1759894 195/G01 F 712,000.00 ZZ
180 712,000.00 1
44 BLACKLAND ROAD 6.875 6,350.01 61
6.625 6,350.01 1,175,000.00
ATLANTA GA 30342 5 06/05/98 00
0430877514 05 08/01/98 0
56461 O 07/01/13
0
1759903 772/G01 F 536,000.00 ZZ
180 536,000.00 1
17650 S RICHMOND ROAD 7.375 4,930.79 78
7.125 4,930.79 690,000.00
PLAINFIELD IL 60544 2 05/28/98 00
0430868604 05 08/01/98 0
70020705 O 07/01/13
0
1
1759914 299/299 F 275,500.00 ZZ
180 266,576.25 1
29 RILEY'S WAY 7.000 2,476.28 88
6.750 2,476.28 314,781.00
HAMPTON VA 23664 1 08/28/97 14
666529 03 10/01/97 12
666529 O 09/01/12
0
1759934 F88/G01 F 325,000.00 ZZ
180 325,000.00 1
19352 SHUBERT DRIVE 7.250 2,966.80 47
7.000 2,966.80 702,000.00
SARATOGA CA 95070 2 06/04/98 00
0430861807 05 08/01/98 0
98040981 O 07/01/13
0
1759947 638/G01 F 158,000.00 ZZ
180 158,000.00 1
2378 EAST CHARROS ROAD 6.875 1,409.13 70
6.625 1,409.13 228,000.00
SANDY UT 84092 5 06/08/98 00
0430870428 05 08/01/98 0
8747726 O 07/01/13
0
1759952 638/G01 F 286,000.00 ZZ
180 285,107.45 1
1070 SUMMIT TRAIL 7.125 2,590.68 59
6.875 2,590.68 485,000.00
ESCONDIDO CA 92025 2 05/07/98 00
0430861955 05 07/01/98 0
8730032 O 06/01/13
0
1759953 638/G01 F 628,500.00 ZZ
180 628,500.00 1
4 DEVON RIDGE COURT 7.000 5,649.14 77
6.750 5,649.14 825,000.00
BURR RIDGE IL 60521 2 06/03/98 00
0430861666 05 08/01/98 0
8751522 O 07/01/13
0
1760004 E22/G01 F 186,000.00 ZZ
180 186,000.00 1
1
1415 HAWTHORNE DRIVE 7.750 1,750.77 71
7.500 1,750.77 264,000.00
ADA MI 49301 2 06/11/98 00
0410900922 05 08/01/98 0
410900922 O 07/01/13
0
1760030 638/G01 F 480,000.00 ZZ
180 478,534.37 1
12344 SEMILLON BOULEVARD 7.375 4,415.63 79
7.125 4,415.63 610,000.00
SAN DIEGO CA 92131 2 05/06/98 00
0430860379 03 07/01/98 0
8737921 O 06/01/13
0
1760037 638/G01 F 335,000.00 ZZ
180 333,931.56 1
628 EAST CYPRESS STREET 6.875 2,987.71 72
6.625 2,987.71 470,000.00
GLENDALE CA 91205 2 05/08/98 00
0430861468 05 07/01/98 0
8743447 O 06/01/13
0
1760042 638/G01 F 133,500.00 ZZ
180 133,500.00 1
17073 TENNYSON PLACE 7.250 1,218.67 56
7.000 1,218.67 242,000.00
GRANADA HILLS CA 91344 2 06/03/98 00
0430861732 05 08/01/98 0
8752279 O 07/01/13
0
1760048 638/G01 F 155,000.00 ZZ
180 154,526.72 1
5029 MILNE DRIVE 7.375 1,425.88 45
7.125 1,425.88 345,000.00
TORRANCE CA 90505 2 05/27/98 00
0430861930 05 07/01/98 0
8748075 O 06/01/13
0
1760051 638/G01 F 167,500.00 ZZ
180 166,451.42 1
11250 CARMEL CREEK ROAD 7.125 1,517.27 67
6.875 1,517.27 250,000.00
SAN DIEGO CA 92130 2 04/22/98 00
0430862060 01 06/01/98 0
1
8734292 O 05/01/13
0
1760054 638/G01 F 288,000.00 ZZ
180 286,177.44 1
1 LEXINGTON 7.000 2,588.63 80
6.750 2,588.63 360,000.00
IRVINE CA 92620 2 04/28/98 00
0430862326 05 06/01/98 0
8730328 O 05/01/13
0
1760059 638/G01 F 320,000.00 ZZ
180 318,968.29 1
12654 MISTY PLACE 6.750 2,831.71 51
6.500 2,831.71 630,000.00
CERRITOS CA 90703 2 05/22/98 00
0430864181 05 07/01/98 0
8733869 O 06/01/13
0
1760187 562/562 F 146,250.00 ZZ
180 146,250.00 1
6 FERRUZZA DRIVE 7.500 1,355.76 75
7.250 1,355.76 195,000.00
CHESTNUT RIDGE NY 10977 2 06/16/98 00
566018 05 08/01/98 0
566018 O 07/01/13
0
1760268 450/G01 F 450,000.00 ZZ
180 450,000.00 1
18035 ROSE COURT 7.125 4,076.24 55
6.875 4,076.24 828,000.00
MONTE SERENO CA 95030 4 05/28/98 00
0430858423 05 08/01/98 0
4319570 O 07/01/13
0
1760374 470/G01 F 407,000.00 ZZ
180 405,687.79 1
4908 OAK LANE DRIVE 6.750 3,601.59 41
6.500 3,601.59 1,000,000.00
ENCINO AREA CA 91316 2 05/27/98 00
0430860627 05 07/01/98 0
96029923 O 06/01/13
0
1
1760402 676/676 F 1,000,000.00 ZZ
180 981,593.71 1
4644 KOLOHALA STREET 7.500 9,270.13 65
7.250 9,270.13 1,550,000.00
HONOLULU HI 96816 5 12/22/97 00
300100294611 05 02/01/98 0
300100294611 O 01/01/13
0
1760423 956/G01 F 318,000.00 ZZ
180 316,929.65 1
2217 ENSENADA WAY 6.250 2,726.60 67
6.000 2,726.60 475,000.00
SAN MATEO CA 94403 2 05/29/98 00
0430858688 05 07/01/98 0
808050654 O 06/01/13
0
1760560 E87/G01 F 325,000.00 ZZ
180 325,000.00 1
1464 LA CIMA ROAD 6.875 2,898.53 57
6.625 2,898.53 574,000.00
SANTA BARBARA CA 93101 2 06/04/98 00
0430864413 05 08/01/98 0
70001334 O 07/01/13
0
1760741 956/G01 F 290,000.00 ZZ
180 289,075.08 1
1915 179TH PLACE NORTHEAST 6.875 2,586.38 79
6.625 2,586.38 367,500.00
BEELVUE WA 98008 1 05/28/98 00
0430856534 05 07/01/98 0
108050516 O 06/01/13
0
1760841 956/G01 F 250,000.00 ZZ
180 250,000.00 1
830 ACKERMAN DRIVE 7.000 2,247.07 56
6.750 2,247.07 450,000.00
DANVILLE CA 94526 5 06/03/98 00
0430858696 05 08/01/98 0
808050680 O 07/01/13
0
1760972 E82/G01 F 228,000.00 ZZ
180 228,000.00 1
2 GLENSHIRE COURT 7.000 2,049.33 80
6.750 2,049.33 285,000.00
1
OWINGS MILLS MD 21117 2 06/08/98 00
0400123832 03 08/01/98 0
0400123832 O 07/01/13
0
1761128 644/G01 F 515,000.00 ZZ
180 515,000.00 1
11212 28TH STREET COURT NW 6.750 4,557.28 58
6.500 4,557.28 900,000.00
GIG HARBOR WA 98335 5 06/04/98 00
0430857219 05 08/01/98 0
94735768 O 07/01/13
0
1761139 964/G01 F 249,000.00 ZZ
180 249,000.00 1
730 DEL GANADO RD 7.125 2,255.52 78
6.875 2,255.52 320,000.00
SAN RAFAEL CA 94903 2 06/02/98 00
0430857672 05 08/01/98 0
37102 O 07/01/13
0
1761200 077/077 F 301,000.00 ZZ
180 301,000.00 1
4604 THORNBURY DRIVE EAST 7.375 2,768.97 56
7.125 2,768.97 545,000.00
VALPARAISO IN 46383 2 06/04/98 00
434032 05 08/01/98 0
434032 O 07/01/13
0
1761384 E22/G01 F 300,000.00 ZZ
180 300,000.00 1
501 MERCER BLVD 7.125 2,717.49 69
6.875 2,717.49 440,000.00
CHARLEVOIX MI 49720 1 06/18/98 00
0410913917 05 08/01/98 0
410913917 O 07/01/13
0
1761394 A50/A50 F 340,000.00 ZZ
180 338,915.62 1
3711 OVERCREEK ROAD 6.875 3,032.30 80
6.625 3,032.30 425,000.00
COLUMBIA SC 29206 1 05/28/98 00
7504072850 05 07/01/98 0
7504072850 O 06/01/13
0
1
1761537 299/299 F 265,000.00 ZZ
180 258,592.99 1
7 FLAX MILL RD 7.375 2,437.80 71
7.125 2,437.80 375,000.00
NEWPORT NEWS VA 23602 5 11/17/97 00
717710 05 01/01/98 0
717710 O 12/01/12
0
1761571 356/G01 F 263,000.00 ZZ
180 263,000.00 1
210 DIAPIAN BAY 7.125 2,382.34 69
6.875 2,382.34 385,000.00
ALAMEDA CA 94502 2 06/03/98 00
0430869131 03 08/01/98 0
2508729 O 07/01/13
0
1761581 593/593 F 436,000.00 ZZ
180 434,639.32 1
6 EAST SWALLOW WOOD LANE 7.125 3,949.43 71
6.875 3,949.43 615,000.00
SANDY UT 84092 2 05/06/98 00
7103484 05 07/01/98 0
7103484 O 06/01/13
0
1761586 299/299 F 260,000.00 ZZ
180 258,389.91 1
14227 MASTERPIECE LANE 7.250 2,373.45 78
7.000 2,373.45 335,000.00
NORTH POTOMAC MD 20878 2 04/21/98 00
809424 03 06/01/98 0
809424 O 05/01/13
0
1761721 116/116 F 310,000.00 ZZ
180 310,000.00 1
14815 OAK SHORES DRIVE 6.875 2,764.75 62
6.625 2,764.75 500,000.00
WILLIS TX 77378 1 06/10/98 00
091067204 03 08/01/98 0
091067204 O 07/01/13
0
1761766 664/G01 F 100,000.00 ZZ
180 100,000.00 1
1
2311 4TH STREET NO 114 7.000 898.83 76
6.750 898.83 132,000.00
SANTA MONICA CA 90405 2 06/04/98 00
0430883041 01 08/01/98 0
2606499 O 07/01/13
0
1761810 956/G01 F 313,000.00 ZZ
180 313,000.00 1
173 LYNX COURT 7.250 2,857.26 75
7.000 2,857.26 418,000.00
FREMONT CA 94539 2 06/02/98 00
0430868836 09 08/01/98 0
108050626 O 07/01/13
0
1762000 E82/G01 F 280,000.00 ZZ
180 280,000.00 1
25445 SOUTH HIGHWAY 213 7.125 2,536.33 80
6.875 2,536.33 350,000.00
MULINO OR 97042 2 06/18/98 00
0400122347 05 08/01/98 0
0400122347 O 07/01/13
0
1762008 E82/G01 F 286,700.00 ZZ
180 286,700.00 1
331 CERRITO AVENUE 7.000 2,576.94 57
6.750 2,576.94 505,000.00
REDWOOD CITY CA 94061 2 06/15/98 00
0400125266 05 08/01/98 0
400125266 O 07/01/13
0
1762023 638/G01 F 306,000.00 ZZ
180 306,000.00 1
603 22ND AVE EAST 7.125 2,771.84 71
6.875 2,771.84 436,000.00
SEATTLE WA 98112 5 06/02/98 00
0430873364 05 08/01/98 0
08752710 O 07/01/13
0
1762038 964/G01 F 250,000.00 ZZ
180 250,000.00 1
611 AVENUE C 7.000 2,247.07 72
6.750 2,247.07 350,000.00
REDONDO BEACH CA 90277 5 06/05/98 00
0430859231 05 08/01/98 0
1
36902 O 07/01/13
0
1762084 638/G01 F 430,000.00 ZZ
180 430,000.00 1
843 STELLA COURT 6.750 3,805.11 66
6.500 3,805.11 655,000.00
SUNNYVALE CA 94087 5 06/01/98 00
0430871384 05 08/01/98 0
08747933 O 07/01/13
0
1762095 638/G01 F 145,000.00 ZZ
180 145,000.00 1
14976 S.E. BRADFORD ROAD 7.250 1,323.65 72
7.000 1,323.65 201,880.00
CLACKAMAS OR 97015 1 06/03/98 00
0430871186 03 08/01/98 0
08741944 O 07/01/13
0
1762106 M27/G01 F 556,000.00 ZZ
180 534,036.99 1
5 MAYFAIR LANE 6.875 4,958.71 80
6.625 4,958.71 695,000.00
WESTPORT CT 06880 1 06/30/97 00
0430884239 05 08/01/97 0
00 O 07/01/12
0
1762107 624/G01 F 326,500.00 ZZ
180 326,500.00 1
4875 VENNER ROAD 7.000 2,934.67 47
6.750 2,934.67 700,000.00
MARTINEZ CA 94553 5 06/10/98 00
0430870758 05 08/01/98 0
41000180276 O 07/01/13
0
1762119 267/267 F 314,000.00 ZZ
180 314,000.00 1
811 HOLLENBECK AVE 6.750 2,778.62 70
6.500 2,778.62 450,000.00
SUNNYVALE CA 94087 5 05/27/98 00
4244834 05 08/01/98 0
4244834 O 07/01/13
0
1
1762121 638/G01 F 480,000.00 ZZ
180 480,000.00 1
8215 PARKWAY DRIVE 7.000 4,314.38 74
6.750 4,314.38 650,000.00
BALTIMORE MD 21226 1 06/05/98 00
0430870873 05 08/01/98 0
08741041 O 07/01/13
0
1762186 638/G01 F 384,000.00 ZZ
180 384,000.00 1
1445 PASQUALITO DRIVE 7.125 3,478.39 80
6.875 3,478.39 480,000.00
SAN MARINO CA 91108 1 06/04/98 00
0430872622 05 08/01/98 0
08741412 O 07/01/13
0
1762205 638/G01 F 415,500.00 ZZ
180 415,500.00 1
6 MEGAN CIRCLE 7.000 3,734.64 74
6.750 3,734.64 567,000.00
MEDIA PA 19063 5 06/08/98 00
0430883983 05 08/01/98 0
3171337 O 07/01/13
0
1762329 E82/G01 F 241,000.00 ZZ
180 241,000.00 1
5247 WEST 139TH STREET 7.000 2,166.18 94
6.750 2,166.18 257,500.00
HAWTHORNE CA 90250 2 06/17/98 04
0400122404 05 08/01/98 25
400122404 O 07/01/13
0
1762371 638/G01 F 75,000.00 ZZ
180 74,768.48 1
14361 DEANANN PLACE 7.250 684.65 45
7.000 684.65 170,000.00
GARDEN GROVE CA 92843 2 05/01/98 00
0430873463 05 07/01/98 0
08738802 O 06/01/13
0
1762401 356/G01 F 257,600.00 ZZ
180 257,600.00 1
2626 FOX CIRCLE 7.125 2,333.43 62
6.875 2,333.43 420,000.00
1
WALNUT CREEK CA 94596 2 06/01/98 00
0430863829 03 08/01/98 0
2517142 O 07/01/13
0
1762510 638/G01 F 272,000.00 ZZ
180 271,132.49 1
6038 CHARAE STREET 6.875 2,425.84 80
6.625 2,425.84 340,000.00
SAN DIEGO CA 92122 5 05/12/98 00
0430870816 05 07/01/98 0
8729805 O 06/01/13
0
1762533 638/G01 F 355,000.00 ZZ
180 353,916.04 1
10520 CRESTON DRIVE 7.375 3,265.73 57
7.125 3,265.73 630,000.00
LOS ALTOS CA 94024 5 05/29/98 00
0430873067 05 07/01/98 0
8735632 O 06/01/13
0
1762583 E22/G01 F 318,000.00 ZZ
180 318,000.00 1
4843 ELKCREEK TRAIL 7.250 2,902.90 80
7.000 2,902.90 397,731.00
RENO NV 89509 1 06/05/98 00
0410902209 03 08/01/98 0
410902209 O 07/01/13
0
1762611 E22/G01 F 238,000.00 ZZ
180 238,000.00 1
2303 STRATTON DRIVE 7.625 2,223.23 69
7.375 2,223.23 348,000.00
POTOMAC MD 20854 2 06/17/98 00
0410906390 05 08/01/98 0
410906390 O 07/01/13
0
1762657 664/G01 F 234,000.00 ZZ
180 234,000.00 1
14176 SE 45TH PL 7.375 2,152.63 70
7.125 2,152.63 335,000.00
BELLEVUE WA 98006 5 06/04/98 00
0430871046 05 08/01/98 0
2526879 O 07/01/13
0
1
1762673 369/G01 F 348,000.00 ZZ
180 346,913.95 1
12414 FRANCEL LANE 7.125 3,152.30 80
6.875 3,152.30 435,000.00
CYPRESS TX 77429 1 05/21/98 00
0430868802 03 07/01/98 0
60972395 O 06/01/13
0
1762687 E22/G01 F 97,500.00 ZZ
180 97,500.00 1
9008 PERRING PARK ROAD 7.500 903.84 75
7.250 903.84 130,000.00
BALTIMORE MD 21234 1 06/22/98 00
0410906291 05 08/01/98 0
410906291 O 07/01/13
0
1762806 E82/G01 F 434,500.00 ZZ
180 434,500.00 1
22312 SHADOW RIDGE 7.000 3,905.41 74
6.750 3,905.41 595,000.00
MISSION VIEJO CA 92692 2 06/12/98 00
0400122784 03 08/01/98 0
0400122784 O 07/01/13
0
1762963 956/G01 F 240,000.00 ZZ
180 240,000.00 1
6618 MOUNT HOLLY DRIVE 7.125 2,173.99 59
6.875 2,173.99 410,000.00
SAN JOSE CA 95120 2 06/09/98 00
0430870030 05 08/01/98 0
708060020 O 07/01/13
0
1762968 956/G01 F 340,000.00 ZZ
180 340,000.00 1
18 MERION 7.500 3,151.84 78
7.250 3,151.84 440,000.00
HALF MOON BAY CA 94019 5 06/09/98 00
0430872226 09 08/01/98 0
808050306 O 07/01/13
0
1762976 664/G01 F 475,900.00 ZZ
180 475,900.00 1
1
19621 DEARBORNE CIRCLE 7.250 4,344.32 80
7.000 4,344.32 594,990.00
HUNTINGTON BEAC CA 92648 1 06/17/98 00
0430879106 03 08/01/98 0
2569242 O 07/01/13
0
1763076 356/G01 F 243,295.00 ZZ
180 243,295.00 1
5383 KING ESTATES CT 7.125 2,203.85 58
6.875 2,203.85 425,000.00
SAN JOSE CA 95135 2 05/29/98 00
0430874461 05 08/01/98 0
2524502 O 07/01/13
0
1763280 638/G01 F 337,500.00 ZZ
180 337,500.00 1
9827 NORTH VIEW COURT 6.875 3,010.01 80
6.625 3,010.01 425,000.00
ESCONDIDO CA 92026 2 06/11/98 00
0430875500 05 08/01/98 0
8751047 O 07/01/13
0
1763300 638/G01 F 500,000.00 ZZ
180 500,000.00 1
129 HUMBOLDT STREET 7.125 4,529.16 80
6.875 4,529.16 630,000.00
BURLINGAME CA 94010 5 06/05/98 00
0430875898 05 08/01/98 0
8754400 O 07/01/13
0
1763303 638/G01 F 425,800.00 ZZ
180 424,441.96 1
10201 COWAN HEIGHTS DRIVE 6.875 3,797.52 69
6.625 3,797.52 625,000.00
SANTA ANA CA 92705 5 05/22/98 00
0430875922 05 07/01/98 0
8752900 O 06/01/13
0
1763308 638/G01 F 650,000.00 ZZ
180 650,000.00 1
99 TIGER TAIL COURT 7.375 5,979.50 51
7.125 5,979.50 1,290,000.00
ORINDA CA 94563 5 06/02/98 00
0430876029 05 08/01/98 0
1
8745759 O 07/01/13
0
1763310 638/G01 F 330,000.00 ZZ
180 330,000.00 1
2400 WEST 42ND STREET 7.125 2,989.24 63
6.875 2,989.24 525,000.00
INDIANAPOLIS IN 46228 5 06/15/98 00
0430876060 05 08/01/98 0
8749552 O 07/01/13
0
1763315 638/G01 F 268,000.00 ZZ
180 267,199.45 1
3830 VIA PASATIEMPO 7.625 2,503.47 80
7.375 2,503.47 335,000.00
RANCHO SANTA FE CA 92067 1 05/14/98 00
0430876094 01 07/01/98 0
8739646 O 06/01/13
0
1763328 638/G01 F 315,000.00 ZZ
180 315,000.00 1
1879 TANGLEWOOD WAY 6.875 2,809.34 68
6.625 2,809.34 465,000.00
PLEASANTON CA 94566 2 06/05/98 00
0430876128 05 08/01/98 0
8747008 O 07/01/13
0
1763476 B57/G01 F 480,000.00 ZZ
180 480,000.00 1
2146 CANYON ROAD 6.875 4,280.91 80
6.625 4,280.91 600,000.00
ARCADIA CA 91006 5 06/16/98 00
0430876417 05 08/01/98 0
9830367 O 07/01/13
0
1763635 B57/G01 F 580,000.00 ZZ
180 580,000.00 1
1105 STERLING GATE DRIVE 7.250 5,294.61 70
7.000 5,294.61 828,888.00
SAN JOSE CA 95120 1 06/17/98 00
0430876235 05 08/01/98 0
9860141 O 07/01/13
0
1
1763682 944/G01 F 340,000.00 ZZ
180 340,000.00 1
18971 EASTON PLACE 7.125 3,079.83 49
6.875 3,079.83 700,000.00
SARATOGA CA 95070 2 06/15/98 00
0430883934 05 08/01/98 0
15775 O 07/01/13
0
1763684 267/267 F 330,000.00 ZZ
180 330,000.00 1
3116 CAROLWOOD LN 6.875 2,943.12 75
6.625 2,943.12 440,000.00
TORRANCE CA 90505 5 05/29/98 00
4244787 05 08/01/98 0
4244787 O 07/01/13
0
1763809 E22/G01 F 113,750.00 ZZ
180 113,750.00 1
1410 REMINGTON ROAD 7.500 1,054.48 65
7.250 1,054.48 175,000.00
WYNNEWOOD PA 19096 5 06/19/98 00
0410889406 05 08/01/98 0
410889406 O 07/01/13
0
1763814 E22/G01 F 155,000.00 T
180 155,000.00 1
327 LAKESIDE DRIVE 7.000 1,393.18 61
6.750 1,393.18 255,000.00
NASSAU BAY TX 77058 2 06/24/98 00
0410851919 09 08/01/98 0
410851919 O 07/01/13
0
1763863 E22/G01 F 57,400.00 ZZ
180 57,400.00 1
603 SHOMA DRIVE 7.650 537.01 81
7.400 537.01 71,000.00
SHELBYVILLE TN 37160 2 06/22/98 14
0410922934 05 08/01/98 12
410922934 O 07/01/13
0
1763980 E22/G01 F 135,000.00 ZZ
180 135,000.00 1
2832 MEMORIAL STREET 7.000 1,213.42 73
6.750 1,213.42 185,000.00
1
ALEXANDRIA VA 22306 2 06/19/98 00
0410910327 05 08/01/98 0
410910327 O 07/01/13
0
1764002 975/G01 F 375,000.00 ZZ
180 375,000.00 1
28215 LOMO DRIVE 7.250 3,423.24 73
7.000 3,423.24 520,000.00
RANCHO PALOS VE CA 90275 2 06/11/98 00
0430880500 05 08/01/98 0
981924 O 07/01/13
0
1764003 E22/G01 F 304,000.00 ZZ
180 303,019.88 1
34 ARBOR WAY 6.750 2,690.12 80
6.500 2,690.12 380,000.00
OCEAN TOWNSHIP NJ 07712 2 05/08/98 00
0410840045 05 07/01/98 0
410840045 O 06/01/13
0
1764049 550/550 F 435,000.00 ZZ
180 435,000.00 1
30 HAYFIELDS ROAD 6.750 3,849.36 33
6.500 3,849.36 1,350,000.00
PORTOLA VALLEY CA 94028 2 06/15/98 00
120251710 05 08/01/98 0
120251710 O 07/01/13
0
1764164 638/G01 F 245,000.00 ZZ
180 245,000.00 1
2238 KIRKHAM STREET 6.875 2,185.04 74
6.625 2,185.04 335,000.00
SAN FRANCISCO CA 94122 1 06/09/98 00
0430878264 05 08/01/98 0
8756161 O 07/01/13
0
1764166 638/G01 F 300,000.00 ZZ
180 299,063.76 1
21 RIPLEY ROAD 7.125 2,717.49 80
6.875 2,717.49 375,000.00
COHASSET MA 02025 2 05/27/98 00
0430878850 05 07/01/98 0
8735957 O 06/01/13
0
1
1764170 638/G01 F 253,000.00 ZZ
180 253,000.00 1
129 SURREY LANE 7.375 2,327.41 62
7.125 2,327.41 410,000.00
BURR RIDGE IL 60521 5 06/04/98 00
0430878025 03 08/01/98 0
8742387 O 07/01/13
0
1764266 B60/G01 F 458,700.00 ZZ
180 458,700.00 1
11 SAWMILL 6.750 4,059.08 74
6.500 4,059.08 625,000.00
DOVE CANYON (AR CA 92679 2 06/04/98 00
0430877001 03 08/01/98 0
251382 O 07/01/13
0
1764520 G34/G01 F 170,221.00 ZZ
180 170,221.00 1
2410 EL ENCINO DRIVE 7.500 1,577.97 53
7.250 1,577.97 325,000.00
PALMHURST TX 78572 2 06/10/98 00
0430883918 05 08/01/98 0
80485202 O 07/01/13
0
1764522 626/G01 F 320,000.00 ZZ
180 319,012.16 1
9685 WEXFORD CIRCLE 7.250 2,921.17 48
7.000 2,921.17 670,000.00
GRANITE BAY CA 95746 2 05/22/98 00
0430881508 03 07/01/98 0
0006895601 O 06/01/13
0
1764633 562/562 F 336,200.00 ZZ
180 336,200.00 1
209 BEAR RIDGE ROAD 7.375 3,092.79 53
7.125 3,092.79 645,000.00
PLEASANTVILLE NY 10570 2 06/23/98 00
568410 05 08/01/98 0
568410 O 07/01/13
0
1764690 661/661 F 314,700.00 ZZ
180 314,700.00 1
1
5140 BRIARGROVE LANE 6.875 2,806.67 73
6.625 2,806.67 436,000.00
DALLAS TX 75287 2 06/08/98 00
3430386 05 08/01/98 0
3430386 O 07/01/13
0
1764693 661/661 F 400,000.00 ZZ
180 400,000.00 1
4155 AUTUMN RIDGE DRIVE 7.125 3,623.32 80
6.875 3,623.32 500,000.00
WEST BLOOMFIELD MI 48323 1 06/05/98 00
3405941 05 08/01/98 0
3405941 O 07/01/13
0
1764728 637/G01 F 286,900.00 ZZ
180 285,994.84 1
151 ZUGSPITZ WAY 7.000 2,578.74 64
6.750 2,578.74 450,000.00
MOUNT CHARLESTO NV 89124 2 05/13/98 00
0430873554 05 07/01/98 0
0011521564 O 06/01/13
0
1764738 637/G01 F 235,000.00 ZZ
180 234,274.56 1
2 PEBBLE 7.250 2,145.23 80
7.000 2,145.23 295,000.00
IRVINE CA 92614 2 05/12/98 00
0430872697 03 07/01/98 0
8752511 O 06/01/13
0
1764739 637/G01 F 447,000.00 ZZ
180 444,140.53 1
2308 WEYBRIDGE DRIVE 6.875 3,986.59 53
6.625 3,986.59 850,000.00
BAKERSFIELD CA 93311 2 04/21/98 00
0430872747 03 06/01/98 0
8638710 O 05/01/13
0
1764743 637/G01 F 436,000.00 T
180 434,654.08 1
134 PAINTED CLIFFS DRIVE 7.250 3,980.09 65
7.000 3,980.09 680,000.00
SEDONA AZ 86336 2 05/12/98 00
0430872713 05 07/01/98 0
1
8840902 O 06/01/13
0
1764760 626/G01 F 426,000.00 ZZ
180 426,000.00 1
3200 LAGO VISTA DRIVE 7.250 3,888.80 68
7.000 3,888.80 630,000.00
EL DORADO HILLS CA 95762 2 06/02/98 00
0430880427 05 08/01/98 0
6890586 O 07/01/13
0
1764774 559/G01 F 292,000.00 ZZ
180 292,000.00 1
355 LIVE OAK DRIVE 7.375 2,686.18 69
7.125 2,686.18 425,000.00
DANVILLE CA 94506 2 06/01/98 00
0430885814 03 08/01/98 0
5474713 O 07/01/13
0
1764781 956/G01 F 300,000.00 ZZ
180 299,093.96 1
10107 51ST STREET NW 7.500 2,781.04 55
7.250 2,781.04 550,000.00
GIG HARBOR WA 98335 2 05/07/98 00
0430880229 05 07/01/98 0
10804279 O 06/01/13
0
1764782 367/367 F 276,000.00 ZZ
180 275,138.66 1
12013 FAIRFAX STATION RD 7.125 2,500.09 71
6.875 2,500.09 390,000.00
FAIRFAX STATION VA 22306 2 05/18/98 00
984469 03 07/01/98 0
984469 O 06/01/13
0
1764786 367/367 F 574,314.67 ZZ
156 572,089.18 1
3836 WOODLEY ROAD NW 7.250 5,695.31 71
7.000 5,695.31 810,000.00
WASHINGTON DC 20016 1 06/19/98 00
99188475 05 07/01/98 0
99188475 O 06/01/11
0
1
1764842 964/G01 F 297,450.00 ZZ
180 297,450.00 1
1215 NOTTINGHAM ROAD 7.375 2,736.31 51
7.125 2,736.31 590,000.00
NEWPORT BEACH CA 92660 2 06/17/98 00
0430875039 05 08/01/98 0
37304 O 07/01/13
0
1764858 964/G01 F 118,400.00 ZZ
180 118,400.00 1
45 LIDO STREET 6.875 1,055.96 80
6.625 1,055.96 148,000.00
REDLANDS CA 92374 2 06/18/98 00
0430877597 05 08/01/98 0
36502 O 07/01/13
0
1764862 E82/G01 F 298,000.00 ZZ
180 298,000.00 1
1438 VICTORIA GLEN 7.000 2,678.51 63
6.750 2,678.51 478,000.00
ESCONDIDO CA 92025 2 06/25/98 00
0400122644 05 08/01/98 0
400122644 O 07/01/13
0
1764882 975/G01 F 294,000.00 ZZ
180 294,000.00 1
24185 RUE DE CEZANNE 7.250 2,683.82 70
7.000 2,683.82 420,000.00
LAGUNA NIGUEL CA 92677 2 06/17/98 00
0430880534 03 08/01/98 0
981666 O 07/01/13
0
1764929 356/G01 F 322,500.00 ZZ
180 322,500.00 1
7891 CALDWELL CT 7.250 2,943.99 75
7.000 2,943.99 430,000.00
CASTRO VALLEY CA 94552 5 06/03/98 00
0430875757 05 08/01/98 0
2512564 O 07/01/13
0
1764959 562/562 F 161,000.00 ZZ
180 161,000.00 1
41 EAGLENEST ROAD 7.375 1,481.08 65
7.125 1,481.08 250,000.00
1
FREEHOLD NJ 07728 2 06/16/98 00
557165 05 08/01/98 0
557165 O 07/01/13
0
1764996 638/G01 F 573,000.00 ZZ
180 571,231.18 1
165 FERNWOOD DRIVE 7.250 5,230.70 58
7.000 5,230.70 1,000,000.00
EAST GREENWICH RI 02818 5 06/01/98 00
0430880831 05 07/01/98 0
08752347 O 06/01/13
0
1765122 956/G01 F 280,000.00 ZZ
180 280,000.00 1
7969 NORTH LONG RIFLE ROAD 6.750 2,477.75 74
6.500 2,477.75 380,000.00
PARK CITY UT 84098 2 06/16/98 00
0430880187 05 08/01/98 0
808060129 O 07/01/13
0
1765131 637/G01 F 438,000.00 ZZ
180 436,662.60 1
209 DELPHI COURT 7.375 4,029.27 49
7.125 4,029.27 900,000.00
LOS ALTOS CA 94022 5 05/29/98 00
0430878173 05 07/01/98 0
11174034 O 06/01/13
0
1765160 956/G01 F 293,000.00 ZZ
180 293,000.00 1
2517 HACIENDA STREET 7.000 2,633.57 70
6.750 2,633.57 420,000.00
SAN MATEO CA 94403 5 06/18/98 00
0430883405 05 08/01/98 0
808060265 O 07/01/13
0
1765161 956/G01 F 300,000.00 ZZ
180 298,142.22 1
16315 INGLEWOOD PLACE NORTHEAS 7.250 2,738.59 67
7.000 2,738.59 450,000.00
BOTHELL WA 98011 2 04/23/98 00
0430880690 03 06/01/98 0
10804407 O 05/01/13
0
1
1765169 956/G01 F 269,800.00 ZZ
180 268,939.51 1
2336 SUSANA AVENUE 6.875 2,406.22 70
6.625 2,406.22 390,000.00
TORRANCE CA 90505 2 05/26/98 00
0430884536 05 07/01/98 0
608050339 O 06/01/13
0
1765361 638/G01 F 227,150.00 ZZ
180 227,150.00 1
3834 19TH AVENUE 7.000 2,041.69 74
6.750 2,041.69 308,000.00
SAN FRANCISCO CA 94132 1 06/10/98 00
0430879155 05 08/01/98 0
DL8626598 O 07/01/13
0
1765375 E22/G01 F 49,150.00 ZZ
180 49,150.00 1
11219 JEWETT AVENUE 7.500 455.63 62
7.250 455.63 80,000.00
WARREN MI 48089 2 06/19/98 00
0410880272 05 08/01/98 0
410880272 O 07/01/13
0
1765438 638/G01 F 73,500.00 ZZ
180 73,500.00 1
3 YALE STREET 7.500 681.35 42
7.250 681.35 175,000.00
DANVERS MA 01923 2 06/04/98 00
0430881243 05 08/01/98 0
8753660 O 07/01/13
0
1765441 638/G01 F 244,000.00 ZZ
180 244,000.00 1
15 THORNEWOOD LANE SOUTHWEST 7.125 2,210.23 80
6.875 2,210.23 305,000.00
LAKEWOOD WA 98498 1 06/10/98 00
0430879148 03 08/01/98 0
8754742 O 07/01/13
0
1765447 638/G01 F 336,000.00 ZZ
180 336,000.00 1
1
2444 SOUTHWEST 172ND STREET 7.000 3,020.06 80
6.750 3,020.06 420,000.00
BURIEN WA 98166 2 06/12/98 00
0430885731 05 08/01/98 0
8759992 O 07/01/13
0
1765448 267/267 F 392,000.00 ZZ
180 392,000.00 1
21875 EATON PL 6.875 3,496.07 66
6.625 3,496.07 600,000.00
CUPERTINO CA 95014 5 06/04/98 00
4244842 03 08/01/98 0
4244842 O 07/01/13
0
1765453 267/267 F 234,500.00 ZZ
180 234,500.00 1
5615 GRAND OAKS DRIVE 6.875 2,091.40 79
6.625 2,091.40 298,000.00
LAKE OSWEGO OR 97035 2 06/12/98 00
4255306 05 08/01/98 0
4255306 O 07/01/13
0
1765461 267/267 F 285,000.00 ZZ
180 285,000.00 1
1500 LOGANRITA AVE 7.125 2,581.62 75
6.875 2,581.62 380,000.00
ARCADIA CA 91006 5 06/12/98 00
4233867 05 08/01/98 0
4233867 O 07/01/13
0
1765468 638/G01 F 284,000.00 ZZ
180 284,000.00 1
10324 GREENOAK BOULEVARD 7.000 2,552.67 80
6.750 2,552.67 355,000.00
FORT WAYNE IN 46804 2 06/10/98 00
0430880971 03 08/01/98 0
8735503 O 07/01/13
0
1765488 638/G01 F 435,000.00 ZZ
180 435,000.00 1
127 EAST CAMINO REAL 7.500 4,032.50 70
7.250 4,032.50 625,000.00
ARCADIA CA 91006 2 06/03/98 00
0430879130 05 08/01/98 0
1
8747160 O 07/01/13
0
1765520 893/G01 F 186,000.00 ZZ
180 186,000.00 1
2031 SAINT FRANCIS WAY 7.625 1,737.48 43
7.375 1,737.48 435,000.00
SAN CARLOS CA 94070 2 06/19/98 00
0430876367 05 08/01/98 0
1980504 O 07/01/13
0
1765589 654/G01 F 300,000.00 ZZ
180 300,000.00 1
651 CORTE DE QUINTERO 6.500 2,613.32 34
6.250 2,613.32 900,000.00
CAMARILLO CA 93010 2 06/08/98 00
0430889790 05 08/01/98 0
71001626 O 07/01/13
0
1765610 356/G01 F 279,000.00 ZZ
180 279,000.00 1
6233 TRACEL DR 7.250 2,546.89 51
7.000 2,546.89 550,000.00
SAN JOSE CA 95129 5 06/08/98 00
0430881680 05 08/01/98 0
2521649 O 07/01/13
0
1765630 E82/G01 F 351,000.00 ZZ
180 351,000.00 1
2951 ARUBA COURT 7.000 3,154.89 77
6.750 3,154.89 460,000.00
LAS VEGAS NV 89121 2 06/25/98 00
0400102976 03 08/01/98 0
0400102976 O 07/01/13
0
1765643 562/G01 F 204,000.00 ZZ
180 204,000.00 1
257 DEVONSHIRE DRIVE 7.375 1,876.65 71
7.125 1,876.65 290,000.00
NEW HYDE PARK NY 11040 2 06/29/98 00
0430885665 05 08/01/98 0
563437 O 07/01/13
0
1
1765652 356/G01 F 291,000.00 ZZ
180 291,000.00 1
6238 CULVERT DR 7.250 2,656.44 69
7.000 2,656.44 424,000.00
SAN JOSE CA 95123 5 06/08/98 00
0430881110 05 08/01/98 0
2520906 O 07/01/13
0
1765672 356/G01 F 534,000.00 ZZ
180 534,000.00 1
14 WOODSIDE DR 7.125 4,837.14 80
6.875 4,837.14 675,000.00
DANVILLE CA 94506 2 06/09/98 00
0430881532 05 08/01/98 0
2514586 O 07/01/13
0
1765756 731/G01 F 332,000.00 ZZ
180 332,000.00 1
29700 VIA NORTE 7.125 3,007.36 80
6.875 3,007.36 415,000.00
TEMECULA CA 92591 2 06/12/98 00
0430886739 03 08/01/98 0
411511828 O 07/01/13
0
1765809 E84/G01 F 429,500.00 ZZ
180 429,500.00 1
6326 OLD PECAN DRIVE 6.875 3,830.51 40
6.625 3,830.51 1,100,000.00
RICHMOND TX 77469 2 06/17/98 00
0430885277 03 08/01/98 0
26980124 O 07/01/13
0
1765926 638/G01 F 253,400.00 ZZ
180 253,400.00 1
13 ARTISAN WAY 7.375 2,331.09 71
7.125 2,331.09 357,000.00
CHERRY HILL NJ 08003 2 06/08/98 00
0430886614 05 08/01/98 0
08750131 O 07/01/13
0
1765967 A26/G01 F 134,900.00 ZZ
180 134,900.00 1
77 STEPHEN LOOP 7.625 1,260.15 73
7.375 1,260.15 184,900.00
1
STATEN ISLAND NY 10314 1 06/24/98 00
0430885509 05 08/01/98 0
9567 O 07/01/13
0
1766001 638/G01 F 433,000.00 ZZ
180 431,677.88 1
12236 KINGSGATE SQUARE 7.375 3,983.27 70
7.125 3,983.27 625,000.00
SAN DIEGO CA 92128 2 05/22/98 00
0430882993 03 07/01/98 0
08751039 O 06/01/13
0
1766007 638/G01 F 124,000.00 ZZ
180 123,608.78 1
15 PLACID HARBOR 7.000 1,114.55 73
6.750 1,114.55 170,000.00
DANA POINT CA 92629 2 05/21/98 00
0430885350 01 07/01/98 0
08746992 O 06/01/13
0
1766012 638/G01 F 400,000.00 ZZ
180 398,738.02 1
426 EL CORONADO 7.000 3,595.31 73
6.750 3,595.31 550,000.00
SOUTH PASADENA CA 91030 5 05/20/98 00
0430885608 05 07/01/98 0
08722293 O 06/01/13
0
1766014 638/G01 F 287,000.00 ZZ
180 286,142.70 1
5364 BLOCH STREET 7.625 2,680.95 77
7.375 2,680.95 375,000.00
SAN DIEGO CA 92122 2 05/19/98 00
0430883231 05 07/01/98 0
08748212 O 06/01/13
0
1766016 638/G01 F 329,300.00 ZZ
180 328,261.08 1
4605 MONARCA DRIVE 7.000 2,959.84 60
6.750 2,959.84 550,000.00
TARZANA CA 91356 2 05/21/98 00
0430883280 05 07/01/98 0
08748091 O 06/01/13
0
1
1766033 403/403 F 500,000.00 ZZ
180 500,000.00 1
47 GLENVILLE ROAD 6.875 4,459.28 63
6.625 4,459.28 800,000.00
GREENWICH CT 06831 5 06/15/98 00
6643431 05 08/01/98 0
6643431 O 07/01/13
0
1766294 664/G01 F 232,500.00 ZZ
180 232,500.00 1
21525 CHIRPING SPARROW ROAD 7.000 2,089.78 75
6.750 2,089.78 310,000.00
DIAMOND BAR CA 91765 2 06/15/98 00
0430888883 05 08/01/98 0
2606473 O 07/01/13
0
1766415 638/G01 F 184,000.00 ZZ
180 184,000.00 1
303 STOW ROAD 6.875 1,641.01 46
6.625 1,641.01 400,000.00
HARVARD MA 01451 2 06/12/98 00
0430888412 05 08/01/98 0
8743179 O 07/01/13
0
1766450 369/G01 F 306,150.00 ZZ
180 306,150.00 1
464 W LOCKWOOD AVE 7.375 2,816.35 73
7.125 2,816.35 419,500.00
WEBSTER GROVES MO 63119 2 06/09/98 00
0430888677 05 08/01/98 0
49357148 O 07/01/13
0
1767265 461/G01 F 250,000.00 ZZ
180 250,000.00 1
309 MORNING SUN AVENUE 7.500 2,317.54 63
7.250 2,317.54 400,000.00
MILL VALLEY CA 94941 2 06/12/98 00
0430884403 05 08/01/98 0
9022103907 O 07/01/13
0
1767292 461/G01 F 300,000.00 ZZ
180 300,000.00 1
1
17711 BEAR CREEK ROAD 7.000 2,696.49 75
6.750 2,696.49 400,000.00
BOULDER CREEK CA 95006 5 06/11/98 00
0430884726 05 08/01/98 0
9022104145 O 07/01/13
0
1767298 461/G01 F 297,500.00 ZZ
180 297,500.00 1
1560 VISTA DEL LAGO 7.125 2,694.85 78
6.875 2,694.85 385,000.00
FALLBROOK CA 92028 2 06/10/98 00
0430884882 05 08/01/98 0
9022103154 O 07/01/13
0
1767304 461/G01 F 300,000.00 ZZ
180 300,000.00 1
1033 CAROL DRIVE #103 7.250 2,738.59 80
7.000 2,738.59 375,000.00
WEST HOLLYWOOD CA 90069 2 06/09/98 00
0430884965 01 08/01/98 0
9022105407 O 07/01/13
0
1767317 461/G01 F 491,000.00 ZZ
180 491,000.00 1
3843 PICARD AVENUE 7.125 4,447.64 64
6.875 4,447.64 775,000.00
PLEASANTON CA 94588 2 06/10/98 00
0430885012 05 08/01/98 0
9022110910 O 07/01/13
0
1767325 461/G01 F 387,957.00 ZZ
180 387,957.00 1
26 HITCHING POST DRIVE 7.500 3,596.41 71
7.250 3,596.41 550,000.00
ROLLING HILLS E CA 90274 2 05/29/98 00
0430885053 05 08/01/98 0
9022101497 O 07/01/13
0
1767755 638/G01 F 155,000.00 ZZ
180 155,000.00 1
7 VIA BACCHUS 7.000 1,393.18 75
6.750 1,393.18 207,000.00
ALISO VIEJO CA 92656 2 06/04/98 00
0430890046 01 08/01/98 0
1
8754382 O 07/01/13
0
1767832 638/G01 F 284,000.00 ZZ
180 283,132.84 1
26612 AVENIDA VERONICA 7.375 2,612.58 80
7.125 2,612.58 355,000.00
MISSION VIEJO CA 92691 1 06/01/98 00
0430890301 03 07/01/98 0
8744206 O 06/01/13
0
1768264 593/593 F 286,000.00 ZZ
180 280,176.65 1
559 LOS ALTOS CIRCLE 7.125 2,590.68 77
6.875 2,590.68 375,000.00
MESQUITE NV 89027 2 03/09/98 00
0006199889 05 05/01/98 0
0006199889 O 04/01/13
0
1768291 593/593 F 260,000.00 ZZ
180 260,000.00 1
1695 SOUTH ARLINGTON AVENUE 7.125 2,355.17 56
6.875 2,355.17 465,000.00
RENO NV 89509 5 06/22/98 00
0007105042 05 08/01/98 0
0007105042 O 07/01/13
0
1768541 356/G01 F 450,000.00 ZZ
180 450,000.00 1
160 CHANTECLER DR 7.125 4,076.25 53
6.875 4,076.25 850,000.00
FREMONT CA 94539 2 06/09/98 00
0430887679 05 08/01/98 0
2534147 O 07/01/13
0
1768607 E22/G01 F 86,650.00 ZZ
180 86,650.00 1
3054 MINERVA LAKE ROAD 7.500 803.26 70
7.250 803.26 124,000.00
COLUMBUS OH 43231 2 06/23/98 00
0410930085 05 08/01/98 0
410930085 O 07/01/13
0
1
1768925 267/267 F 290,000.00 ZZ
180 290,000.00 1
22 BUCKTHORN RUN 6.875 2,586.38 47
6.625 2,586.38 620,000.00
VICTOR NY 14564 2 06/12/98 00
4328230 05 08/01/98 0
4328230 O 07/01/13
0
1768929 267/267 F 350,000.00 ZZ
180 350,000.00 1
1511 CARIBBEAN WAY 6.875 3,121.50 46
6.625 3,121.50 775,000.00
LAGUNA BEACH CA 92651 5 06/15/98 00
4255225 05 08/01/98 0
4255225 O 07/01/13
0
1769020 F28/G01 F 280,000.00 ZZ
180 256,337.94 1
1973 GOLF RIDGE DRIVE 7.875 2,655.66 71
7.625 2,655.66 398,000.00
BLOOMFIELD TWP MI 48302 2 12/27/96 00
0430885426 05 02/01/97 0
3175132 O 01/01/12
0
1769035 F28/G01 F 469,500.00 ZZ
180 468,097.54 1
LOT 51 SECTION 2, RIVER DOWNS 7.625 4,385.74 80
7.375 4,385.74 588,000.00
FINKSBURG MD 21048 4 05/26/98 00
0430885566 03 07/01/98 0
3445436 O 06/01/13
0
1769161 593/593 F 400,000.00 ZZ
180 396,273.20 1
3535 SOUTH SUGAR LEO ROAD 7.250 3,651.46 60
7.000 3,651.46 675,000.00
ST GEORGE UT 84790 5 03/25/98 00
0006761696 05 05/01/98 0
0006761696 O 04/01/13
0
1769162 593/593 F 364,000.00 ZZ
180 359,415.46 1
273 NORTH 1570 EAST 7.125 3,297.23 77
6.875 3,297.23 477,000.00
1
LOGAN UT 84321 1 02/25/98 00
0007031099 05 04/01/98 0
0007031099 O 03/01/13
0
1769193 964/G01 F 290,000.00 ZZ
180 290,000.00 1
8301 ELMCREST LANE 6.875 2,586.38 78
6.625 2,586.38 375,000.00
HUNTINGTON BEAC CA 92646 2 06/22/98 00
0430886093 05 08/01/98 0
38253 O 07/01/13
0
1769951 964/G01 F 289,600.00 ZZ
180 289,600.00 1
26681 TRASMIRAS 6.875 2,582.81 80
6.625 2,582.81 362,000.00
MISSION VIEJO CA 92692 2 06/25/98 00
0430888172 03 08/01/98 0
38635 O 07/01/13
0
1770060 267/267 F 400,000.00 ZZ
180 400,000.00 1
950 N BUNDY DRIVE 6.875 3,567.42 46
6.625 3,567.42 870,000.00
LOS ANGELES CA 90049 2 06/22/98 00
4262769 05 08/01/98 0
4262769 O 07/01/13
0
1770071 267/267 F 303,000.00 ZZ
180 303,000.00 1
5070 WESTSLOPE LANE 6.875 2,702.32 72
6.625 2,702.32 425,000.00
LA CANADA FLINT CA 91011 2 06/16/98 00
4250982 05 08/01/98 0
4250982 O 07/01/13
0
1770079 267/267 F 310,000.00 ZZ
180 310,000.00 1
12135 HILLSOPE ST 7.000 2,786.37 73
6.750 2,786.37 430,000.00
STUDIO CITY CA 91604 5 06/17/98 00
4263066 05 08/01/98 0
4263066 O 07/01/13
0
1
1770110 267/267 F 305,000.00 ZZ
180 305,000.00 1
101 LOMBARD STREET, #107W 6.625 2,677.89 70
6.375 2,677.89 440,000.00
SAN FRANCISCO CA 94111 5 06/24/98 00
4261056 01 08/01/98 0
4261056 O 07/01/13
0
1770121 267/267 F 307,000.00 ZZ
180 307,000.00 1
431 MONTE VISTA RD 6.750 2,716.68 62
6.500 2,716.68 500,000.00
ARCADIA CA 91007 2 06/23/98 00
4261886 05 08/01/98 0
4261886 O 07/01/13
0
1770124 267/267 F 264,000.00 ZZ
180 264,000.00 1
651 PASEO VISTA 6.875 2,354.50 75
6.625 2,354.50 352,000.00
THOUSAND OAKS CA 91320 2 06/25/98 00
4263391 05 08/01/98 0
4263391 O 07/01/13
0
1770129 267/267 F 276,000.00 ZZ
180 276,000.00 1
585 S MORNINGSTAR DR 6.875 2,461.52 80
6.625 2,461.52 345,000.00
ANAHEIM CA 92808 2 06/17/98 00
4263024 03 08/01/98 0
4263024 O 07/01/13
0
1770262 814/G01 F 410,000.00 ZZ
180 410,000.00 1
3843 COTTONWOOD DRIVE 7.250 3,742.74 70
7.000 3,742.74 590,000.00
DANVILLE CA 94506 1 06/19/98 00
0430890186 03 08/01/98 0
0001005735 O 07/01/13
0
1770298 A39/G01 F 430,000.00 ZZ
180 430,000.00 1
1
31803 SADDLE TREE DRIVE 6.875 3,834.97 64
6.625 3,834.97 678,000.00
WESTLAKE VILLAG CA 91361 2 06/22/98 00
0430890657 03 08/01/98 0
9800997 O 07/01/13
0
2653232 696/G01 F 300,000.00 ZZ
180 300,000.00 1
12602 MISTY CREEK LANE 7.000 2,696.48 69
6.750 2,696.48 435,000.00
FAIRFAX VA 22033 1 06/15/98 00
0430852111 03 08/01/98 0
2328095 O 07/01/13
0
2656533 696/G01 F 239,000.00 ZZ
180 239,000.00 1
1626 HUNTING CREEK DRIVE 6.750 2,114.93 80
6.500 2,114.93 299,286.00
ALEXANDRIA VA 22314 1 06/26/98 00
0430874917 03 08/01/98 0
3015157 O 07/01/13
0
2656535 696/G01 F 187,200.00 ZZ
180 187,200.00 1
2870 TUCKERS LANE 6.875 1,669.55 80
6.625 1,669.55 234,000.00
LINDEN VA 22642 1 06/23/98 00
0430874933 05 08/01/98 0
3188085 O 07/01/13
0
2657353 696/G01 F 359,000.00 ZZ
180 359,000.00 1
6601 O'KEEFE KNOLL COURT 7.000 3,226.79 79
6.750 3,226.79 460,000.00
FAIRFAX STATION VA 22039 2 06/24/98 00
0430878546 05 08/01/98 0
2438122 O 07/01/13
0
2657758 696/G01 F 281,250.00 ZZ
180 281,250.00 1
3611 PARAMOUNT ROAD 6.625 2,469.36 75
6.375 2,469.36 375,000.00
FAIRFAX VA 22033 1 06/30/98 00
0430879353 03 08/01/98 0
1
2328134 O 07/01/13
0
TOTAL NUMBER OF LOANS : 463
TOTAL ORIGINAL BALANCE : 154,494,874.72
TOTAL PRINCIPAL BALANCE : 153,544,679.76
TOTAL ORIGINAL P+I : 1,401,023.07
TOTAL CURRENT P+I : 1,401,023.07
***************************
* END OF REPORT *
***************************
<PAGE>
1
RUN ON : 07/22/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.27.12 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1998-S16 CUTOFF : 07/01/98
POOL : 0004316
:
:
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
------------------------------------------------------------------------------
1666634 .2500
260,453.20 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1671538 .2500
70,151.45 .0800
7.3500 .0000
7.1000 .0000
7.0200 .0000
6.5000 .5200
1673414 .2500
301,036.81 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1678668 .2500
381,048.27 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1684186 .2500
155,494.90 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1696192 .2500
508,443.71 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
1696438 .2500
348,228.78 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1698078 .2500
440,226.73 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1698987 .2500
1,030,879.55 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
1699341 .2500
230,225.42 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1699570 .2500
1,000,000.00 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1700912 .2500
367,925.04 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1701271 .2500
109,790.40 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1701628 .2500
52,816.78 .0800
7.3000 .0000
7.0500 .0000
6.9700 .0000
6.5000 .4700
1
1703524 .2500
341,595.18 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1703544 .2500
279,929.32 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1703545 .2500
231,084.32 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1703836 .2500
357,746.33 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1703872 .2500
313,810.14 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1704038 .2500
306,583.94 .0800
6.8500 .0000
6.6000 .0000
6.5200 .0000
6.5000 .0200
1705282 .2500
419,054.95 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1705285 .2500
374,852.67 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
1706483 .2500
406,180.04 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1709133 .2500
379,710.39 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1709436 .2500
364,534.12 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1709823 .2500
336,866.34 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1710508 .2500
403,433.95 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1711358 .2500
193,241.38 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
1711405 .2500
321,838.78 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1711977 .2500
74,278.25 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
1712458 .2500
396,313.33 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1713885 .2500
562,210.30 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
1714336 .2500
643,236.16 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1715274 .2500
584,164.25 .0800
7.1000 .0000
6.8500 .0000
6.7700 .0000
6.5000 .2700
1715276 .2500
504,255.17 .0800
6.8500 .0000
6.6000 .0000
6.5200 .0000
6.5000 .0200
1715280 .2500
276,570.80 .0800
7.4500 .0000
7.2000 .0000
7.1200 .0000
6.5000 .6200
1715292 .2500
288,897.68 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1716536 .2500
248,238.08 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
1717445 .2500
389,377.87 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1718766 .2500
749,677.34 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1719053 .2500
178,340.98 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1719288 .2500
372,856.79 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
1719809 .2500
583,404.29 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1720878 .2500
847,376.09 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1721204 .2500
342,909.61 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1721209 .2500
416,129.07 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1
1725638 .2500
640,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1728204 .2500
99,088.26 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1731051 .2500
402,519.14 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1733028 .2500
996,946.59 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1733821 .2500
500,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1736568 .2500
255,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1737462 .2500
424,670.54 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1737767 .2500
152,010.64 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
1739617 .2500
647,812.17 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1739794 .2500
198,747.95 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1739852 .2500
67,801.30 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
1739956 .2500
405,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1740372 .2500
272,531.80 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1740375 .2500
321,781.12 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1740379 .2500
309,549.53 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1740381 .2500
323,794.73 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
1740384 .2500
344,293.99 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1740387 .2500
285,241.33 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1740400 .2500
453,592.66 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1740414 .2500
300,237.51 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1740417 .2500
495,539.68 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
1740418 .2500
373,870.31 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1740423 .2500
271,989.69 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1740424 .2500
401,102.66 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
1740427 .2500
347,311.07 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1740431 .2500
416,890.96 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1740438 .2500
255,596.26 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1740441 .2500
284,076.22 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1740442 .2500
645,796.89 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1740443 .2500
281,796.55 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1740448 .2500
284,383.35 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1740452 .2500
465,038.35 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
1740455 .2500
280,769.52 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1740456 .2500
327,956.45 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1740458 .2500
368,155.36 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1740459 .2500
298,162.33 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1740462 .2500
345,843.55 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1740466 .2500
558,774.70 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1740467 .2500
308,645.31 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1740471 .2500
263,304.78 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
1740474 .2500
446,096.61 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1740475 .2500
258,372.34 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1740478 .2500
276,441.13 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1740479 .2500
496,903.70 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1740481 .2500
258,372.34 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1740498 .2500
306,456.28 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1740507 .2500
268,806.61 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1740511 .2500
355,798.37 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1
1740521 .2500
271,071.67 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1740523 .2500
290,147.11 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1740526 .2500
633,586.26 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1740528 .2500
313,970.31 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1740530 .2500
248,416.98 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1740538 .2500
347,832.58 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1740539 .2500
252,572.34 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1740541 .2500
351,414.53 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
1740546 .2500
282,794.99 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1740551 .2500
345,825.01 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1740552 .2500
339,716.22 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
1740555 .2500
258,372.34 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1740558 .2500
944,243.83 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1740559 .2500
327,932.25 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1741453 .2500
217,300.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1742194 .2500
266,340.40 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
1742666 .2500
482,061.33 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1742876 .2500
330,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1743496 .2500
135,026.86 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1743674 .2500
103,664.69 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1743780 .2500
278,247.15 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1743827 .2500
271,500.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1743828 .2500
177,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1743913 .2500
290,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
1744935 .2500
315,000.00 .0800
7.2500 .0000
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1
1770124 .2500
264,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1770129 .2500
276,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1770262 .2500
410,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1770298 .2500
430,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2653232 .2500
300,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2656533 .2500
239,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2656535 .2500
187,200.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2657353 .2500
359,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
2657758 .2500
281,250.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
TOTAL NUMBER OF LOANS: 463
TOTAL BALANCE........: 153,544,679.76
1
RUN ON : 07/22/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.27.12 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1998-S16 FIXED SUMMARY REPORT CUTOFF : 07/01/98
POOL : 0004316
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
------------------------------------------------------------------------------
CURR NOTE RATE 7.1176 6.2500 8.3750
RFC NET RATE 6.8672 6.0000 8.1250
NET MTG RATE(INVSTR RATE) 6.7939 5.9700 8.0450
POST STRIP RATE 6.4808 5.9700 6.5000
SUB SERV FEE .2504 .2500 .5000
MSTR SERV FEE .0733 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .3131 .0000 1.5450
TOTAL NUMBER OF LOANS: 463
TOTAL BALANCE........: 153,544,679.76
***************************
* 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
<PAGE>
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or beneficial
owner of the Mortgage Pass-Through Certificates, Series 1998-S16, 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 Owner hereby certifies, represents and warrants to, and covenants
with the Company, the Trustee and the Master Servicer that the following
statements in (a) or (b) are accurate: (a) The Certificates (i) are not being
acquired by, and will not be transferred to, any employee benefit plan within
the meaning of section 3(3) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or other retirement arrangement, including individual
retirement accounts and annuities, Keogh plans and bank collective investment
funds and insurance company general or separate accounts in which such plans,
accounts or arrangements are invested, that is subject to Section 406 of ERISA
or Section 4975 of the Internal Revenue Code of 1986 (the "Code") (any of the
foregoing, a "Plan"), (ii) are not being acquired with "plan assets" of a Plan
within the meaning of the Department of Labor ("DOL") regulation, 29 C.F.R. ss.
2510.3-101 or otherwise under ERISA, and (iii) will not be transferred to any
entity that is deemed to be investing in plan assets within the meaning of the
DOL regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA; or
(b) The purchase of Certificates is permissible under
applicable law, will not constitute or result in any prohibited transaction
under ERISA or Section 4975 of the Code, will not subject the Company, the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Pooling and Servicing Agreement and, with respect to each source of funds
("Source") being used by the Purchaser to acquire the Certificates, each of the
following statements are accurate: (a) the Purchaser is an insurance company;
(b) the Source is assets of the Purchaser's "general account;" (c) the
conditions set forth in Sections I and III of Prohibited Transaction Class
Exemption ("PTCE") 95-60 issued by the DOL have been satisfied and the purchase,
holding and transfer of Certificates by or on behalf of the Purchaser are exempt
under PTCE 95-60; and (d) the amount of reserves and liabilities for such
general account contracts held by or on behalf of any Plan do not exceed 10% of
the total reserves and liabilities of such general account plus surplus as of
the date hereof (for purposes of this clause, all Plans maintained by the same
employer (or affiliate thereof) or employee organization are deemed to be a
single Plan) in connection with its purchase and holding of such Certificates;
or
(c) The Owner will provide the Trustee, the Company and the
Master Servicer with an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer to
the effect that the purchase of Certificates is permissible under applicable
law, will not constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Trustee, the
Company or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Pooling and Servicing Agreement.
In addition, the Owner hereby certifies, represents and warrants to, and
covenants with, the Company, the Trustee and the Master Servicer that the Owner
will not transfer such Certificates to any Plan or person unless either such
Plan or person meets the requirements set forth in either (a), (b) or (c) above.
Capitalized terms used but not defined herein shall have the meanings
assigned in the Pooling and Servicing Agreement.
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 1998-S16
Re: Mortgage Pass-Through Certificates,
Series 1998-S16, Class R
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_______________________________ (the "Seller") to
_______________________________ (the "Purchaser") of $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1998-S16, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
July 1, 1998 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-1
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 1998-S16
Re: Mortgage Pass-Through Certificates, Series 1998-S16, [Class B- ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1998-S16, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of July 1, 1998 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 Sections 1 and 3 of the Prohibited
Transaction Class Exemption ("PTCE") 95-60 issued by the DOL
have been satisfied and the purchase, holding and transfer of
Certificates by or on behalf of the Purchaser are exempt under
PTCE 95-60; and the amount of reserves and liabilities for
such general account contracts held by or on behalf of any
Plan do not exceed 10% of the total reserves and liabilities
of such general account plus surplus as of the date hereof
(for purposes of this clause, all Plans maintained by the same
employer (or affiliate thereof) or employee organization are
deemed to be a single Plan) in connection with its purchase
and holding of such Certificates; or
(c) has provided the Trustee, the Company and the
Master Servicer with an opinion of counsel acceptable to and
in form and substance satisfactory to the Trustee, the Company
and the Master Servicer to the effect that the purchase of
Certificates is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject
the Trustee, the Company or the Master Servicer to any
obligation or liability (including obligations or liabilities
under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and Servicing Agreement.
J-3
<PAGE>
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Master Servicer that the
Purchaser will not transfer such Certificates to any Plan or person unless
either such Plan or person meets the requirements set forth in either (a), (b)
or (c) above.
Very truly yours,
(Purchaser)
By:
Name:
Title:
J-4
<PAGE>
EXHIBIT J-2
FORM OF ERISA REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
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 1998-S16
Re: Mortgage Pass-Through Certificates, Series 1998-S16, [Class ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1998-S16, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of July 1, 1998 among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer"), and
The First National Bank of Chicago, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that:
(a) The Purchaser is not an employee
benefit or other plan subject to the prohibited transaction
provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code") (a "Plan"), or
any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any Plan within the meaning of the Department
of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
J-2-1
<PAGE>
(b) The Purchaser is an insurance company;
the source of the funds being used by the Purchaser to acquire
the Certificates is assets of the Purchaser's "general
account"; the conditions set forth in Prohibited Transaction
Class Exemption ("PTCE") 95-60 issued by the DOL have been
satisfied and the purchase, holding and transfer of
Certificates by or on behalf of the Purchaser are exempt under
PTCE 95-60; and the amount of reserves and liabilities for
such general account contracts held by or on behalf of any
Plan do not exceed 10% of the total reserves and liabilities
of such general account plus surplus as of the date hereof
(for purposes of this clause, all Plans maintained by the same
employer (or affiliate thereof) or employee organization are
deemed to be a single Plan) in connection with its purchase
and holding of such Certificates; or
(c) has provided the Trustee, the Company
and the Master Servicer with an opinion of counsel acceptable
to and in form and substance satisfactory to the Trustee, the
Company and the Master Servicer to the effect that the
purchase of Certificates is permissible under applicable law,
will not constitute or result in any non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will
not subject the Trustee, the Company or the Master Servicer to
any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in the Pooling and Servicing
Agreement.
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Master Servicer that the
Purchaser will not transfer such Certificates to any Plan or person unless such
Plan or person meets the requirements set forth in either (a), (b) or (c) above.
Very truly yours,
(Purchaser)
By:
Name:
Title:
J-2-2
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
_________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1998-S16
Re: Mortgage Pass-Through Certificates,
Series 1998-S16, [Class B-]
Ladies and Gentlemen:
In connection with the sale by_____________ (the "Seller") to (the
"Purchaser") of $_______________ Initial Certificate Principal Balance of
Mortgage Pass-Through Certificates, Series 1998-S16, Class __ (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of July 1, 1998 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 July 1, 1998 among Residential Funding
Corporation as Master Servicer, Residential Funding Mortgage Securities I, Inc.
as depositor pursuant to Section 5.02 of the Agreement and The First National
Bank of Chicago, as trustee, as follows:
a. The Buyer understands that the Rule 144A
Securities have not been registered under the 1933 Act or the
securities laws of any state.
b. The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable of
evaluating the merits and risks of investment in the Rule 144A
Securities.
c. The Buyer has been furnished with all information
regarding the Rule 144A Securities that it has requested from the
Seller, the Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its behalf
has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest
<PAGE>
in the Rule 144A Securities or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached
or negotiated with respect to the Rule 144A Securities, any interest in
the Rule 144A Securities or any other similar security with, any person
in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A Securities under the
1933 Act or that would render the disposition of the Rule 144A
Securities a violation of Section 5 of the 1933 Act or require
registration pursuant thereto, nor will it act, nor has it authorized
or will it authorize any person to act, in such manner with respect to
the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as
that term is defined in Rule 144A under the 1933 Act and has completed
either of the forms of certification to that effect attached hereto as
Annex 1 or Annex 2. The Buyer is aware that the sale to it is being
made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A
Securities for its own account or the accounts of other qualified
institutional buyers, understands that such Rule 144A Securities may be
resold, pledged or transferred only (i) to a person reasonably believed
to be a qualified institutional buyer that purchases for its own
account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the 1933 Act.
[3. The Buyer
a. is not an employee benefit or other plan subject
to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"),
or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of
or purchasing any Certificate with "plan assets" of any Plan; or
b. is an insurance company, the source of funds to be
used by it to purchase the Certificates is an "insurance company
general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being
made in reliance upon the availability of the exemptive relief afforded
under Section III of PTCE 95-60.]
4. This document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
L-2
<PAGE>
IN WITNESS WHEREOF, each of the parties has executed this document as of
the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
L-3
<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis $______________________ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank, savings
and loan association or similar institution), Massachusetts or similar
business trust, partnership, or charitable organization described in
Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the
business of which is substantially confined to banking and is supervised by
the State or territorial banking commission or similar official or is a
foreign bank or equivalent institution, and (b) has an audited net worth of
at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.
L-4
<PAGE>
___ Savings and Loan. The Buyer (a) is a savings and loan association, building
and loan association, cooperative bank, homestead association or similar
institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions or is a foreign
savings and loan association or equivalent institution and (b) has an
audited net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring
of risks underwritten by insurance companies and which is subject to
supervision by the insurance commissioner or a similar official or agency
of a State or territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of the
State or its political subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958.
___ Business Development Company. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit
of its employees, or (b) employee benefit plans within the meaning of Title
I of the Employee Retirement Income Security Act of 1974, but is not a
trust fund that includes as participants individual retirement accounts or
H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part of an
unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
L-5
<PAGE>
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that,
in connection with any purchase of securities sold to the Buyer for the account
of a third party (including any separate account) in reliance on Rule 144A, the
Buyer will only purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A. In addition,
the Buyer agrees that the Buyer will not purchase securities for a third party
unless the Buyer has obtained a current representation letter from such third
party or taken other appropriate steps contemplated by Rule 144A to conclude
that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification is
made of any changes in the information and conclusions herein. Until such notice
is given, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
L-6
<PAGE>
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in the
aggregate $______________ in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year
(such amount being calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer's Family of
Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii)
loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.
5. The Buyer is familiar with Rule 144A and understands that each of the
parties to which this certification is made are relying and will continue to
rely on the statements
L-7
<PAGE>
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
L-8
<PAGE>
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
SUBORDINATE CERTIFICATE LOSS COVERAGE; LIMITED GUARANTY
SECTION 12.01. SUBORDINATE CERTIFICATE LOSS COVERAGE; LIMITED GUARANTY.
(a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether any Realized Losses (other than
Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made prior to
the later of the third Business Day prior to each Distribution Date or the
related Determination Date by the Master Servicer with written notice thereof to
the Trustee. The maximum amount that Residential Funding shall be required to
pay pursuant to this Section on any Distribution Date (the "Amount Available")
shall be equal to the lesser of (X) minus the sum of (i) all previous payments
made under subsections (a) and (b) hereof and (ii) all draws under the
<PAGE>
Limited Guaranty made in lieu of such payments as described below in subsection
(d) and (Y) the then outstanding Certificate Principal Balances of the Class B
Certificates, or such lower amount as may be established pursuant to Section
12.02. Residential Funding's obligations as described in this Section are
referred to herein as the "Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance Corporation
of any failure of Residential Funding to make any payments hereunder and shall
demand payment pursuant to the limited guaranty (the "Limited Guaranty"),
executed by General Motors Acceptance Corporation, of Residential Funding's
obligation to make payments pursuant to this Section, in an amount equal to the
lesser of (i) the Amount Available and (ii) such required payments, by
delivering to General Motors Acceptance Corporation a written demand for payment
by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this Section or
amounts paid under the Limited Guaranty shall be deposited directly in the
Certificate Account, for distribution on the Distribution Date for such month to
the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Company obtains written
confirmation from each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such substitution shall
not lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency. Any replacement of the Limited Guaranty or Subordinate Certificate Loss
Obligation pursuant to this Section shall be accompanied by a written Opinion of
Counsel to the substitute guarantor or obligor,
M-2
<PAGE>
addressed to the Master Servicer and the Trustee, that such substitute
instrument constitutes a legal, valid and binding obligation of the substitute
guarantor or obligor, enforceable in accordance with its terms, and concerning
such other matters as the Master Servicer and the Trustee shall reasonably
request. Neither the Company, the Master Servicer nor the Trustee shall be
obligated to substitute for or replace the Limited Guaranty or Subordinate
Certificate Loss Obligation under any circumstance.
SECTION 12.02. AMENDMENTS RELATING TO THE LIMITED GUARANTY.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article
XII may be amended, superseded or deleted, (ii) the Limited Guaranty or
Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and
(iii) any other provision of this Agreement which is related or incidental to
the matters described in this Article XII may be amended in any manner; in each
case by written instrument executed or consented to by the Company and
Residential Funding but without the consent of any Certificateholder and without
the consent of the Master Servicer or the Trustee being required unless any such
amendment would impose any additional obligation on, or otherwise adversely
affect the interests of, the Master Servicer or the Trustee, as applicable;
provided that the Company shall also obtain a letter from each nationally
recognized credit rating agency that rated the Class B Certificates at the
request of the Company to the effect that such amendment, reduction, deletion or
cancellation will not lower the rating on the Class B Certificates below the
lesser of (a) the then-current rating assigned to the Class B Certificates by
such rating agency and (b) the original rating assigned to the Class B
Certificates by such rating agency, unless (A) the Holder of 100% of the Class B
Certificates is Residential Funding or an Affiliate of Residential Funding, or
(B) such amendment, reduction, deletion or cancellation is made in accordance
with Section 11.01(e) and, provided further that the Company obtains (subject to
the provisions of Section 10.01(f) as if the Company was substituted for the
Master Servicer solely for the purposes of such provision), in the case of a
material amendment or supersession (but not a reduction, cancellation or
deletion of the Limited Guaranty or the Subordinate Certificate Loss
Obligation), an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such amendment or supersession will not cause
either (a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a
REMIC at any time that any Certificate is outstanding. A copy of any such
instrument shall be provided to the Trustee and the Master Servicer together
with an Opinion of Counsel that such amendment complies with this Section 12.02.
M-3
<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1998-S16
, 199__
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1998-S16
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Pooling and Servicing
Agreement dated as of July 1, 1998 (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 1998-S16 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement, Residential
Funding agrees to make payments to the Holders of the Class B Certificates with
respect to certain losses on the Mortgage Loans as described in the Servicing
Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect to the
ability of Residential Funding to secure sufficient funds and faithfully to
perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained and
certain other good and valuable consideration, the receipt of which is hereby
acknowledged, GMAC agrees as follows:
1. Provision of Funds.
(a) GMAC agrees to contribute and deposit in the Certificate Account on
behalf of Residential Funding (or otherwise provide to Residential Funding, or
to cause to be made available to Residential Funding), either directly or
through a subsidiary, in any case prior to the related Distribution Date, such
moneys as may be required by Residential Funding to perform its Subordinate
Certificate Loss Obligation when and as the
<PAGE>
same arises from time to time upon the demand of the Trustee in accordance with
Section 12.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall be absolute,
irrevocable and unconditional and shall not be affected by the transfer by GMAC
or any other person of all or any part of its or their interest in Residential
Funding, by any insolvency, bankruptcy, dissolution or other proceeding
affecting Residential Funding or any other person, by any defense or right of
counterclaim, set-off or recoupment that GMAC may have against Residential
Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part of
Residential Funding, the Trustee or any other person in asserting or enforcing
any rights or in making any claims or demands hereunder. Any defective or
partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited
Guaranty may be modified, amended or terminated only by the written agreement of
GMAC and the Trustee and only if such modification, amendment or termination is
permitted under Section 12.02 of the Servicing Agreement. The obligations of
GMAC under this Limited Guaranty shall continue and remain in effect so long as
the Servicing Agreement is not modified or amended in any way that might affect
the obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
4. Successor. Except as otherwise expressly provided herein, the guarantee
herein set forth shall be binding upon GMAC and its respective successors.
5. Governing Law. This Limited Guaranty shall be governed by the laws of
the State of New York.
6. Authorization and Reliance. GMAC understands that a copy of this Limited
Guaranty shall be delivered to the Trustee in connection with the execution of
Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the
Company and the Trustee to rely on the covenants and agreements set forth
herein.
7. Definitions. Capitalized terms used but not otherwise defined herein
shall have the meaning given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed in any number of
counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
N-2
<PAGE>
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be executed
and delivered by its respective officers thereunto duly authorized as of the day
and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
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 1998-S16
Re: Mortgage Pass-Through Certificates, Series 1998-S16 Assignment of
Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by
_________________ (the "Trustee") to _______________________ (the "Lender") of
_______________ (the "Mortgage Loan") pursuant to Section 3.13(d) of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
July 1, 1998 among Residential Funding Mortgage Securities I, Inc., as seller
(the "Company"), Residential Funding Corporation, as master servicer, and the
Trustee. All terms used herein and not otherwise defined shall have the meanings
set forth in the Pooling and Servicing Agreement. The Lender hereby certifies,
represents and warrants to, and covenants with, the Master Servicer and the
Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is solely to
comply with, or facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be
modified to have a rate of interest at least 0.25 percent below or above the
rate of interest on such Mortgage Loan prior to such proposed assignment; and
(iv) such assignment is at the request of the borrower under the
related Mortgage Loan.
<PAGE>
Very truly yours,
(Lender)
By:
Name:
Title:
O-2
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1739617 647,812.17 5.97 0.081538461538 52,821.61
1740511 355,798.37 5.97 0.081538461538 29,011.25
1760423 316,929.65 5.97 0.081538461538 25,841.96
1740552 339,716.22 6.095 0.062307692308 21,166.93
1749869 156,500.00 6.095 0.062307692308 9,751.15
1758927 287,788.46 6.095 0.062307692308 17,931.43
1699570 1,000,000.00 6.22 0.043076923077 43,076.92
1701271 109,790.40 6.22 0.043076923077 4,729.43
1703872 313,810.14 6.22 0.043076923077 13,517.98
1740462 345,843.55 6.22 0.043076923077 14,897.88
1740466 558,774.70 6.22 0.043076923077 24,070.29
1740467 308,645.31 6.22 0.043076923077 13,295.49
1740526 633,586.26 6.22 0.043076923077 27,292.95
1740559 327,932.25 6.22 0.043076923077 14,126.31
1758486 248,753.36 6.22 0.043076923077 10,715.53
1758496 198,678.67 6.22 0.043076923077 8,558.47
1765589 300,000.00 6.22 0.043076923077 12,923.08
1754555 564,000.00 6.345 0.023846153846 13,449.23
1756031 464,730.32 6.345 0.023846153846 11,082.03
1758510 281,150.24 6.345 0.023846153846 6,704.35
1758511 348,109.72 6.345 0.023846153846 8,301.08
1770110 305,000.00 6.345 0.023846153846 7,273.08
2657758 281,250.00 6.345 0.023846153846 6,706.73
1678668 381,048.27 6.47 0.004615384615 1,758.68
1696438 348,228.78 6.47 0.004615384615 1,607.21
1705282 419,054.95 6.47 0.004615384615 1,934.10
1705285 374,852.67 6.47 0.004615384615 1,730.09
1709133 379,710.39 6.47 0.004615384615 1,752.51
1710508 403,433.95 6.47 0.004615384615 1,862.00
1711405 321,838.78 6.47 0.004615384615 1,485.41
1716536 248,238.08 6.47 0.004615384615 1,145.71
1725638 640,000.00 6.47 0.004615384615 2,953.85
1737767 152,010.64 6.47 0.004615384615 701.59
1740384 344,293.99 6.47 0.004615384615 1,589.05
1740387 285,241.33 6.47 0.004615384615 1,316.50
1740442 645,796.89 6.47 0.004615384615 2,980.60
1740474 446,096.61 6.47 0.004615384615 2,058.91
1743674 103,664.69 6.47 0.004615384615 478.45
1750576 250,370.47 6.47 0.004615384615 1,155.56
1754515 253,181.07 6.47 0.004615384615 1,168.53
1754672 380,000.00 6.47 0.004615384615 1,753.85
1756020 256,669.80 6.47 0.004615384615 1,184.63
1756043 269,129.49 6.47 0.004615384615 1,242.14
1758290 377,000.00 6.47 0.004615384615 1,740.00
1758792 106,000.00 6.47 0.004615384615 489.23
1759355 284,081.14 6.47 0.004615384615 1,311.14
1759442 312,000.00 6.47 0.004615384615 1,440.00
1760059 318,968.29 6.47 0.004615384615 1,472.16
1760374 405,687.79 6.47 0.004615384615 1,872.41
1761128 515,000.00 6.47 0.004615384615 2,376.92
1762084 430,000.00 6.47 0.004615384615 1,984.62
1762119 314,000.00 6.47 0.004615384615 1,449.23
1764003 303,019.88 6.47 0.004615384615 1,398.55
1764049 435,000.00 6.47 0.004615384615 2,007.69
1764266 458,700.00 6.47 0.004615384615 2,117.08
1765122 280,000.00 6.47 0.004615384615 1,292.31
1770121 307,000.00 6.47 0.004615384615 1,416.92
2656533 239,000.00 6.47 0.004615384615 1,103.08
$20,682,917.74 0.021881625393 $452,575.86
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 1998-S16
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 July
1, 1998, 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>
