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) January 23, 1998
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under a Pooling and
Servicing Agreement, dated as of January 1, 1998, providing for, inter alia, the
issuance of Mortgage Pass-Through Certificates, Series 1998-S1)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-39665 75-2006294
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
8400 Normandale Lake Blvd.
Suite 600
Minneapolis, Minnesota 55437
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (612) 832-7000
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1. Pooling and Servicing Agreement, dated as of January 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: Randy Van Zee
Title: Vice President
Dated: January 29, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Dated: January 29, 1998
<PAGE>
EXHIBITS
<PAGE>
EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 1998
Mortgage Pass-Through Certificates
Series 1998-S1
Article 1 DEFINITIONS....................................................... 3
SECTION 1.01.Definitions............................................. 3
Accrued Certificate Interest....................................3
Adjusted Mortgage Rate..........................................4
Advance.........................................................4
Affiliate.......................................................4
Agreement.......................................................4
Amount Held for Future Distribution.............................4
Appraised Value.................................................4
Assignment......................................................4
Assignment Agreement............................................5
Assignment of Proprietary Lease.................................5
Available Distribution Amount...................................5
Bankruptcy Amount...............................................5
Bankruptcy Code.................................................6
Bankruptcy Loss.................................................6
Book-Entry Certificate..........................................6
Business Day....................................................6
Buydown Funds...................................................6
Buydown Mortgage Loan...........................................6
Cash Liquidation................................................6
Certificate.....................................................6
Certificate Account.............................................6
Certificate Account Deposit Date................................6
Certificateholder or Holder.....................................7
Certificate Owner...............................................7
Certificate Principal Balance...................................7
Certificate Register and Certificate Registrar..................8
Class...........................................................8
Class A Certificate.............................................8
Class A-2 Collection Shortfall..................................8
Class A-2 Principal Distribution Amount.........................8
Class A-3 Certificates..........................................8
Class A-3 Notional Amount or Notional Amount....................8
Class A-3 Subclass Notional Amount..............................8
Class B Certificate.............................................9
Class B Percentage..............................................9
Class B-1 Percentage............................................9
Class B-1 Prepayment Distribution Trigger.......................9
Class B-2 Percentage............................................9
Class B-2 Prepayment Distribution Trigger.......................9
Class B-3 Percentage............................................9
Class B-3 Prepayment Distribution Trigger.......................9
Class M Certificate............................................10
Class M Percentage.............................................10
Class M-1 Percentage...........................................10
Class M-2 Percentage...........................................10
Class M-2 Prepayment Distribution Trigger......................10
Class M-3 Percentage...........................................10
Class M-3 Prepayment Distribution Trigger......................10
Class R Certificate............................................11
Closing Date...................................................11
Code...........................................................11
Compensating Interest..........................................11
Cooperative....................................................11
Cooperative Apartment..........................................11
Cooperative Lease..............................................11
Cooperative Loans..............................................11
Cooperative Stock..............................................11
Cooperative Stock Certificate..................................11
Corporate Trust Office.........................................12
Credit Support Depletion Date..................................12
Cumulative Insurance Payments..................................12
Curtailment....................................................12
Custodial Account..............................................12
Custodial Agreement............................................12
Custodian......................................................12
Cut-off Date...................................................12
Cut-off Date Principal Balance.................................12
DCR............................................................12
Debt Service Reduction.........................................12
Deficient Valuation............................................12
Definitive Certificate.........................................12
Deleted Mortgage Loan..........................................13
Depository.....................................................13
Depository Participant.........................................13
Destroyed Mortgage Note........................................13
Determination Date.............................................13
Discount Fraction..............................................13
Discount Mortgage Loan.........................................13
Disqualified Organization......................................13
Distribution Date..............................................14
Due Date.......................................................14
Due Period.....................................................14
Eligible Account...............................................14
Eligible Funds.................................................14
Event of Default...............................................14
Excess Bankruptcy Loss.........................................15
Excess Fraud Loss..............................................15
Excess Special Hazard Loss.....................................15
Excess Subordinate Principal Amount............................15
Extraordinary Events...........................................15
Extraordinary Losses...........................................16
FASIT..........................................................16
FDIC...........................................................16
FHLMC..........................................................16
Final Distribution Date........................................16
Fitch..........................................................16
FNMA...........................................................16
Foreclosure Profits............................................16
Fraud Loss Amount..............................................16
Fraud Losses...................................................17
Independent....................................................17
Initial Certificate Principal Balance..........................17
Initial Class A-3 Notional Amount..............................17
Initial Monthly Payment Fund...................................17
Insurance Proceeds.............................................18
Interest Accrual Period........................................18
Late Collections...............................................18
Liquidation Proceeds...........................................18
Loan-to-Value Ratio............................................18
Maturity Date..................................................18
Modified Mortgage Loan.........................................19
Modified Net Mortgage Rate.....................................19
Monthly Payment................................................19
Moody's........................................................19
Mortgage.......................................................19
Mortgage File..................................................19
Mortgage Loan Schedule.........................................19
Mortgage Loans.................................................20
Mortgage Note..................................................20
Mortgage Rate..................................................20
Mortgaged Property.............................................20
Mortgagor......................................................20
Net Mortgage Rate..............................................20
Non-Discount Mortgage Loan.....................................20
Non-Primary Residence Loans....................................20
Non-United States Person.......................................21
Nonrecoverable Advance.........................................21
Nonsubserviced Mortgage Loan...................................21
Officers' Certificate..........................................21
Opinion of Counsel.............................................21
Original Senior Percentage.....................................21
Outstanding Mortgage Loan......................................21
Ownership Interest.............................................21
Participant....................................................21
Pass-Through Rate..............................................21
Paying Agent...................................................22
Percentage Interest............................................22
Permitted Investments..........................................22
Permitted Transferee...........................................23
Person.........................................................24
Pool Stated Principal Balance..................................24
Pool Strip Rate................................................24
Prepayment Assumption..........................................24
Prepayment Distribution Percentage.............................24
Prepayment Distribution Trigger................................25
Prepayment Interest Shortfall..................................25
Prepayment Period..............................................26
Primary Insurance Policy.......................................26
Principal Prepayment...........................................26
Principal Prepayment in Full...................................26
Program Guide..................................................26
Purchase Price.................................................26
Qualified Substitute Mortgage Loan.............................26
Rating Agency..................................................27
Realized Loss..................................................27
Record Date....................................................28
Regular Certificate............................................28
REMIC..........................................................28
REMIC Administrator............................................28
REMIC Provisions...............................................28
REO Acquisition................................................28
REO Disposition................................................28
REO Imputed Interest...........................................28
REO Proceeds...................................................28
REO Property...................................................29
Request for Release............................................29
Required Insurance Policy......................................29
Residential Funding............................................29
Responsible Officer............................................29
Schedule of Discount Fractions.................................29
Security Agreement.............................................29
Seller.........................................................29
Seller's Agreement.............................................29
Senior Accelerated Distribution Percentage.....................29
Senior Certificates............................................30
Senior Percentage..............................................30
Senior Principal Distribution Amount...........................30
Servicing Accounts.............................................31
Servicing Advances.............................................31
Servicing Fee..................................................31
Servicing Modification.........................................31
Servicing Officer..............................................31
Special Hazard Amount..........................................31
Special Hazard Loss............................................32
Standard & Poor's..............................................32
Stated Principal Balance.......................................32
Subclass.......................................................32
Subordinate Percentage.........................................32
Subordinate Principal Distribution Amount......................32
Subserviced Mortgage Loan......................................33
Subservicer....................................................33
Subservicer Advance............................................33
Subservicing Account...........................................33
Subservicing Agreement.........................................33
Subservicing Fee...............................................33
Tax Returns....................................................33
Transfer.......................................................34
Transferee.....................................................34
Transferor.....................................................34
Trust Fund.....................................................34
Uncertificated REMIC Regular Interests.........................34
Uniform Single Attestation Program for Mortgage Bankers........34
Uninsured Cause................................................34
United States Person...........................................34
Voting Rights..................................................35
Article 2 CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES.... 35
SECTION 2.01. Conveyance of Mortgage Loans................. 35
SECTION 2.02. Acceptance by Trustee........................ 40
SECTION 2.03. Representations, Warranties and Covenants of the
Master Servicer and the Company.............. 41
SECTION 2.04. Representations and Warranties of Sellers.....45
SECTION 2.05. Execution and Authentication of Certificates. 47
Article 3 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS............... 47
SECTION 3.01. Master Servicer to Act as Servicer...........47
SECTION 3.02. Subservicing Agreements Between Master Servicer
and Subservicers; Enforcement of Subservicers'
and Sellers' Obligations.....................49
SECTION 3.03. Successor Subservicers...................... 50
SECTION 3.04. Liability of the Master Servicer............ 50
SECTION 3.05. No Contractual Relationship Between Subservicer
and Trustee or Certificateholders........... 50
SECTION 3.06. Assumption or Termination of Subservicing
Agreements by Trustee;...................... 51
SECTION 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account............... 51
SECTION 3.08. Subservicing Accounts; Servicing Accounts... 53
SECTION 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans................ 55
SECTION 3.10. Permitted Withdrawals from the Custodial
Account..................................... 55
SECTION 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder...................... 57
SECTION 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity Coverage........................... 58
SECTION 3.13. Enforcement of Due-on-Sale Clauses; Assumption
and Modification Agreements; Certain
Assignments .................................60
SECTION 3.14. Realization Upon Defaulted Mortgage Loans... 62
SECTION 3.15. Trustee to Cooperate; Release of Mortgage
Files....................................... 64
SECTION 3.16. Servicing and Other Compensation; Compensating
Interest.................................... 65
SECTION 3.17. Reports to the Trustee and the Company...... 66
SECTION 3.18. Annual Statement as to Compliance........... 67
SECTION 3.19. Annual Independent Public Accountants'
Servicing Report............................ 67
SECTION 3.20. Rights of the Company in Respect of the Master
Servicer.................................... 67
SECTION 3.21. Administration of Buydown Funds .............68
Article 4 PAYMENTS TO CERTIFICATEHOLDERS............................. 69
SECTION 4.01. Certificate Account......................... 69
SECTION 4.02. Distributions............................... 69
SECTION 4.03. Statements to Certificateholders............ 79
SECTION 4.04. Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer.. 81
SECTION 4.05. Allocation of Realized Losses............... 83
SECTION 4.06. Reports of Foreclosures and Abandonment of
Mortgaged Property ..........................84
SECTION 4.07. Optional Purchase of Defaulted Mortgage
Loans....................................... 84
Article 5 THE CERTIFICATES............................................ 86
SECTION 5.01. The Certificates............................ 86
SECTION 5.02. Registration of Transfer and Exchange of
Certificates................................ 88
SECTION 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates.................................94
SECTION 5.04. Persons Deemed Owners .......................94
SECTION 5.05. Appointment of Paying Agent.................. 94
SECTION 5.06. Optional Purchase of Certificates ............95
Article 6 THE COMPANY AND THE MASTER SERVICER.......................... 96
SECTION 6.01. Respective Liabilities of the Company and the
Master Servicer............................. 96
SECTION 6.02. Merger or Consolidation of the Company or the
Master Servicer; Assignment of Rights and
Delegation of Duties by Master Servicer .....96
SECTION 6.03. Limitation on Liability of the Company, the
Master Servicer and Others ..................97
SECTION 6.04. Company and Master Servicer Not to Resign... 98
Article 7 DEFAULT ....................................................98
SECTION 7.01. Events of Default........................... 98
SECTION 7.02. Trustee or Company to Act; Appointment of
Successor.................................. 100
SECTION 7.03. Notification to Certificateholders .........101
SECTION 7.04. Waiver of Events of Default................ 102
Article 8 CONCERNING THE TRUSTEE..................................... 102
SECTION 8.01. Duties of Trustee...........................102
SECTION 8.02. Certain Matters Affecting the Trustee...... 104
SECTION 8.03. Trustee Not Liable for Certificates or
Mortgage Loans .............................105
SECTION 8.04. Trustee May Own Certificates ...............106
SECTION 8.05. Master Servicer to Pay Trustee's Fees and
Expenses; Indemnification ..................106
SECTION 8.06. Eligibility Requirements for Trustee....... 107
SECTION 8.07. Resignation and Removal of the Trustee..... 107
SECTION 8.08. Successor Trustee.......................... 108
SECTION 8.09. Merger or Consolidation of Trustee......... 109
SECTION 8.10. Appointment of Co-Trustee or Separate
Trustee ....................................109
SECTION 8.11. Appointment of Custodians.................. 110
SECTION 8.12. Appointment of Office or Agency............ 110
Article 9 TERMINATION............................................... 111
SECTION 9.01. Termination Upon Purchase by the Master
Servicer or the Company or Liquidation of All
Mortgage Loans .............................111
SECTION 9.02. Additional Termination Requirements........ 113
Article 10 REMIC PROVISIONS...........................................114
SECTION 10.01. REMIC Administration.........................114
SECTION 10.02. Master Servicer, REMIC Administrator and
Trustee Indemnification......................118
Article 11 MISCELLANEOUS PROVISIONS...................................121
SECTION 11.01. Amendment...................................121
SECTION 11.02. Recordation of Agreement; Counterparts......124
SECTION 11.03. Limitation on Rights of Certificateholders..124
SECTION 11.04. Governing Law...............................125
SECTION 11.05. Notices.....................................125
SECTION 11.06. Notices to Rating Agency....................126
SECTION 11.07. Severability of Provisions..................127
SECTION 11.08. Supplemental Provisions for
Resecuritization............................127
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J-1: Form of Investor Representation Letter
Exhibit J-2: Form of ERISA Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation Letter
Exhibit M: Text of Amendment to Pooling and Servicing Agreement
Pursuant to Section 12.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment
of Mortgage Loan
Exhibit P: Schedule of Discount Fractions
Exhibit Q: Form of Request for Exchange
<PAGE>
This is a Pooling and Servicing Agreement, dated as of January 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 Master Servicer
will make an election to treat the entire segregated pool of assets described in
the definition of Trust Fund herein, and subject to this Agreement (including
the Mortgage Loans but excluding the Initial Monthly Payment), as a real estate
mortgage investment conduit (a "REMIC") for federal income tax purposes and such
segregated pool of assets will be designated as a "REMIC." The Class A-1, Class
A-2, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates and the Uncertificated REMIC Regular Interests (as defined herein),
the rights in and to which will be represented by the Class A-3 Certificates,
will be "regular interests" in the REMIC, and the Class R Certificates will be
the sole class of "residual interests" therein for purposes of the REMIC
Provisions (as defined herein) under federal income tax law.
The following table sets forth the designation, type,
Pass-Through Rate, aggregate Initial Certificate Principal Balance, Maturity
Date, initial ratings and certain features for each Class of Certificates
comprising the interests in the Trust Fund created hereunder.
<TABLE>
<CAPTION>
Designation Maturity
Aggregate Initial Date Fitch Standard
Pass-Through Certificate Principal & Poor's
Rate Balance Features
<S> <C> <C> <C> <C> <C> <C>
Class A-1 6.50% $ 220,569,000.00 Senior January 25, 2013 AAA AAA
Class A-2 0.00% $ 456,079.09 Principal Only/Senior January 25, 2013 AAA AAAr
Class A-3 Variable Rate $ 0.00 Variable Strip/Interest Only/January 25, 2013 AAA AAAr
Class R 6.50% $ 100 Residual/Senior January 25, 2013 AAA AAA
Class M-1 6.50% $ 1,695,900.00 Mezzanine January 25, 2013 N/A AA
Class M-2 6.50% $ 1,130,500.00 Mezzanine January 25, 2013 N/A A
Class M-3 6.50% $ 565,300.00 Mezzanine January 25, 2013 N/A BBB
Class B-1 6.50% $ 904,500.00 Subordinate January 25, 2013 N/A BB
Class B-2 6.50% $ 452,200.00 Subordinate January 25, 2013 N/A B
Class B-3 6.50% $ 339,974.15 Subordinate January 25, 2013 N/A N/A
</TABLE>
The Mortgage Loans have an aggregate Cut-off Date Principal
Balance equal to $226,113,553.24. The Mortgage Loans are fixed rate mortgage
loans having terms to maturity at origination or modification of not more than
15 years.
In consideration of the mutual agreements herein contained,
the Company, the Master Servicer and the Trustee agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date,
as to any Class A Certificate (other than the Class A-2 Certificates and Class
A-3 Certificates), any Class M Certificate, any Class B Certificate or any Class
R Certificate, interest accrued during the related Interest Accrual Period at
the related Pass-Through Rate on the Certificate Principal Balance thereof
immediately prior to such Distribution Date. With respect to each Distribution
Date, as to the Class A-3 Certificates in the aggregate, interest accrued during
the related Interest Accrual Period at the related Pass-Through Rate on the
Class A-3 Notional Amount. With respect to each Distribution Date, as to any
Subclass of Class A-3 Certificates, interest accrued during the related Interest
Accrual Period at the related Pass-Through Rate on the Class A-3 Subclass
Notional Amount thereof. Accrued Certificate Interest will be calculated on the
basis of a 360-day year, consisting of twelve 30-day months. In each case
Accrued Certificate Interest on any Class of Certificates will be reduced by the
amount of (i) Prepayment Interest Shortfalls (to the extent not offset by the
Master Servicer with a payment of Compensating Interest as provided in Section
4.01), (ii) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) of Realized
Losses (including Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses) not allocated solely to one or more
specific Classes of Certificates pursuant to Section 4.05, (iii) the interest
portion of Advances previously made with respect to a Mortgage Loan or REO
Property which remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property that were made with respect to
delinquencies that were ultimately determined to be Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses
and (iv) any other interest shortfalls not covered by the subordination provided
by the Class M Certificates and Class B Certificates, including interest that is
not collectible from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations as in
effect from time to time, with all such reductions allocated among all of the
Certificates in proportion to their respective amounts of Accrued Certificate
Interest payable on such Distribution Date which would have resulted absent such
reductions. Any portion of the reductions described in the immediately preceding
sentence that are allocated to the Class A-3 Certificates shall be allocated
among the Subclasses thereof, if any, in proportion to their respective amounts
of Accrued Certificate Interest payable on such Distribution Date which would
have resulted absent such reductions. In addition to that portion of the
reductions described in the second preceding sentence that are allocated to any
Class of Class B Certificates or any Class of Class M Certificates, Accrued
Certificate Interest on such Class of Class B Certificates or such Class of
Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of
determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the total
of the amounts held in the Custodial Account at the close of business on the
preceding Determination Date on account of (i) Liquidation Proceeds, Insurance
Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant to
Section 2.02, 2.03 or 2.04 and Mortgage Loan substitutions made pursuant to
Section 2.03 or 2.04 received or made in the month of such Distribution Date
(other than such Liquidation Proceeds, Insurance Proceeds and purchases of
Mortgage Loans that the Master Servicer has deemed to have been received in the
preceding month in accordance with Section 3.07(b)) and (ii) payments which
represent early receipt of scheduled payments of principal and interest due on a
date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assignment: An assignment of the Mortgage, notice of transfer or equivalent
instrument, in recordable form, sufficient under the laws of the jurisdiction
wherein the related Mortgaged Property is located to reflect of record the sale
of the Mortgage Loan to the Trustee for the benefit of Certificateholders, which
assignment, notice of transfer or equivalent instrument may be in the form of
one or more blanket assignments covering Mortgages secured by Mortgaged
Properties located in the same county, if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated
January 29, 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 Certificate Account pursuant to Section
3.12(a), (iv) any amount deposited in the Certificate Account pursuant to
Section 4.07, and (v) any amount that the Master Servicer is not permitted to
withdraw from the Custodial Account or the Certificate Account pursuant to
Section 3.16(e) reduced by (b) the sum as of the close of business on the
immediately preceding Determination Date of (w) aggregate Foreclosure Profits,
(x) the Amount Held for Future Distribution, and (y) amounts permitted to be
withdrawn by the Master Servicer from the Custodial Account in respect of the
Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination, an amount equal to the
excess, if any, of (A) $100,000 over (B) the aggregate amount of Bankruptcy
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05. As of any date of determination on or after the
first anniversary of the Cut-off Date, an amount equal to the excess, if any, of
(1) the lesser of (a) the Bankruptcy Amount calculated as of the close of
business on the Business Day immediately preceding the most recent anniversary
of the Cut-off Date coinciding with or preceding such date of determination (or,
if such date of determination is an anniversary of the Cut-off Date, the
Business Day immediately preceding such date of determination) (for purposes of
this definition, the "Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate principal balance of
all the Mortgage Loans in the Mortgage Pool as of the Relevant Anniversary
having a Loan-to-Value Ratio at origination which exceeds 75% and (ii) $100,000;
and (B) the greater of (i) the product of (x) an amount equal to the largest
difference in the related Monthly Payment for any Non-Primary Residence Loan
remaining in the Mortgage Pool which had an original Loan-to-Value Ratio of 80%
or greater that would result if the Net Mortgage Rate thereof was equal to the
weighted average (based on the principal balance of the Mortgage Loans as of the
Relevant Anniversary) of the Net Mortgage Rates of all Mortgage Loans as of the
Relevant Anniversary less 1.25% per annum, (y) a number equal to the weighted
average remaining term to maturity, in months, of all Non-Primary Residence
Loans remaining in the Mortgage Pool as of the Relevant Anniversary, and (z) one
plus the quotient of the number of all Non-Primary Residence Loans remaining in
the Mortgage Pool divided by the total number of Outstanding Mortgage Loans in
the Mortgage Pool as of the Relevant Anniversary, and (ii) $50,000, over (2) the
aggregate amount of Bankruptcy Losses allocated solely to one or more specific
Classes of Certificates in accordance with Section 4.05 since the Relevant
Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the Master Servicer
or a Subservicer, in either case without giving effect to any Debt Service
Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York, the State of Michigan,
the State of California or the State of Illinois (and such other state or states
in which the Custodial Account or the Certificate Account are at the time
located) are required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount of
interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a Mortgage
Loan as to which an REO Acquisition occurred, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and
other payments or cash recoveries which the Master Servicer reasonably and in
good faith expects to be finally recoverable with respect to such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate, Class B
Certificate or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "The First National
Bank of Chicago, as trustee, in trust for the registered holders of Residential
Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series
1998-S1" and which must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution Date, the Business
Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for purposes hereof and, solely for the purpose of giving any
consent or direction pursuant to this Agreement, any Certificate, other than a
Class R Certificate, registered in the name of the Company, the Master Servicer
or any Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights necessary to effect any such consent or
direction has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided, however, that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Class A Certificate
(other than the Class A-3 Certificates) and Class R Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate Principal Balance
of such Certificate as specified on the face thereof, minus (ii) the sum of (x)
the aggregate of all amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously allocated to
such Certificate (or any predecessor Certificate) pursuant to Section 4.05. With
respect to each Class M Certificate, on any date of determination, an amount
equal to (i) the Initial Certificate Principal Balance of such Class M
Certificate as specified on the face thereof, minus (ii) the sum of (x) the
aggregate of all amounts previously distributed with respect to such Certificate
(or any predecessor Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have occurred in
connection with Realized Losses which were previously allocated to such
Certificate (or any predecessor Certificate) pursuant to Section 4.05; provided,
that if the Certificate Principal Balances of the Class B Certificates have been
reduced to zero, the Certificate Principal Balance of each Class M Certificate
of those Class M Certificates outstanding with the highest numerical designation
at any given time shall thereafter be calculated to equal the Percentage
Interest evidenced by such Certificate times the excess, if any, of (A) the then
aggregate Stated Principal Balance of the Mortgage Loans over (B) the then
aggregate Certificate Principal Balance of all other Classes of Certificates
then outstanding. With respect to each Class B Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate Principal Balance
of such Class B Certificate as specified on the face thereof, minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously allocated to
such Certificate (or any predecessor Certificate) pursuant to Section 4.05;
provided, that the Certificate Principal Balance of each Class B Certificate of
those Class B Certificates outstanding with the highest numerical designation at
any given time shall be calculated to equal the Percentage Interest evidenced by
such Certificate times the excess, if any, of (A) the then aggregate Stated
Principal Balance of the Mortgage Loans over (B) the then aggregate Certificate
Principal Balance of all other Classes of Certificates then outstanding. The
Class A-3 Certificates have no Certificate Principal Balance.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same designation.
The initial Class A-3 Certificates and any Subclass thereof issued pursuant to
Section 5.01(c) shall be a single Class for the purposes of this Agreement.
Class A Certificate: Any one of the Class A-1, Class A-2 or Class A-3
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A, each such
Certificate (other than the Class A-3 Certificates) evidencing an interest
designated as a "regular interest" in the REMIC for purposes of the REMIC
Provisions. The Class A-3 Certificates will represent the entire beneficial
ownership interest in the Uncertificated REMIC Regular Interests. On and after
the date of issuance of any Subclass of Class A-3 Certificates pursuant to
Section 5.01(c), any such Subclass will represent the Uncertificated REMIC
Regular Interest or Interests specified by the initial Holder of the Class A-3
Certificates pursuant to said Section.
Class A-2 Collection Shortfall: With respect to the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan and any Distribution Date, the excess of
the amount described in Section 4.02(b)(i)(C)(1) over the amount described in
Section 4.02(b)(i)(C)(2).
Class A-2 Principal Distribution Amount: As defined in Section 4.02(b)(i).
Class A-3 Certificates: The Class A Certificates designated as Class A-3
Certificates, including any Subclass thereof.
Class A-3 Notional Amount or Notional Amount: As of any Distribution Date,
with respect to the Class A-3 Certificates, the aggregate Stated Principal
Balance of the Mortgage Loans immediately prior to such date.
Class A-3 Subclass Notional Amount: As of any Distribution Date, with
respect to any Subclass of Class A-3 Certificates issued pursuant to Section
5.01(c), the aggregate Stated Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
Subclass immediately prior to such date.
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates or Class B-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
C and evidencing an interest designated as a "regular interest" in the REMIC for
purposes of the REMIC Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2 Percentage and
Class B-3 Percentage.
Class B-1 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-1 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties)(other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-1 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class B-1
Certificates, Class B-2 Certificates and Class B-3 Certificates immediately
prior to such Distribution Date divided by the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO Properties) immediately
prior to such Distribution Date is greater than or equal to 0.75%.
Class B-2 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-2 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties)(other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-2 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class B-2
Certificates and Class B-3 Certificates immediately prior to such Distribution
Date divided by the aggregate Stated Principal Balance of all of the Mortgage
Loans (or related REO Properties) immediately prior to such Distribution Date is
greater than or equal to 0.35%.
Class B-3 Percentage: With respect to any Distribution Date, a fraction
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all
the Mortgage Loans (or related REO Properties)(other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-3 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class B-3
Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 0.15%.
Class M Certificate: Any one of the Class M-1 Certificates, Class M-2
Certificates or Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
B and evidencing an interest designated as a "regular interest" in the REMIC for
purposes of the REMIC Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-2 Percentage and
Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties)(other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-2 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties)(other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-2 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class M-2
Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2
Certificates and Class B-3 Certificates immediately prior to such Distribution
Date divided by the aggregate Stated Principal Balance of all of the Mortgage
Loans (or related REO Properties) immediately prior to such Distribution Date is
greater than or equal to 1.50%.
Class M-3 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties)(other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-3 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class M-3
Certificates, Class B-1 Certificates, Class B-2 Certificates and Class B-3
Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 1.00%.
Class R Certificate: Any one of the Class R Certificates executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit D and evidencing an interest designated as a "residual
interest" in the REMIC for purposes of the REMIC Provisions.
Closing Date: January 29, 1998.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
Cooperative: A private, cooperative housing corporation organized under the
laws of, and headquartered in, the State of New York which owns or leases land
and all or part of a building or buildings located in the State of New York,
including apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other things, the sale of
Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the Trustee at which at any
particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at Corporate Trust Services Division, One First National
Plaza, Chicago, Illinois 60670-0126, Attention: Residential Funding Corporation
Series 1998-S1.
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: January 1, 1998.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
DCR: Duff and Phelps Credit Rating Co. or its successor in interest.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(3) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day (or
if such 20th day is not a Business Day, the Business Day immediately following
such 20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is 6.50% minus the
Net Mortgage Rate (or the initial Net Mortgage Rate with respect to any Discount
Mortgage Loans as to which the Mortgage Rate is modified pursuant to 3.07(a))
for such Mortgage Loan and the denominator of which is 6.50%. The Discount
Fraction with respect to each Discount Mortgage Loan is set forth on Exhibit P
attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than 6.50% per annum and any Mortgage
Loan deemed to be a Discount Mortgage Loan pursuant to the definition of
Qualified Substitute Mortgage Loan.
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for the FHLMC, a majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) any "
electing large partnership" as defined in Section 775(a) of the Code and (vi)
any other Person so designated by the Trustee based upon an Opinion of Counsel
that the holding of an Ownership Interest in a Class R Certificate by such
Person may cause the Trust Fund or any Person having an Ownership Interest in
any Class of Certificates (other than such Person) to incur a liability for any
federal tax imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership Interest in a Class R Certificate to such Person.
The terms "United States," "State" and "international organization" shall have
the meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date, the first day of the month
in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period commencing on
the second day of the month preceding the month of such Distribution Date and
ending on the related Due Date.
Eligible Account: An account that is any of the following: (i) maintained
with a depository institution the debt obligations of which have been rated by
each Rating Agency in its highest rating available, or (ii) an account or
accounts in a depository institution in which such accounts are fully insured to
the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of The First
National Bank of Chicago or (B) an account or accounts maintained in the
corporate asset services department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P-1 (or the equivalent) or
better by each Rating Agency and its long term debt obligations are rated A2 (or
the equivalent) or better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in the corporate
trust division of The First National Bank of Chicago, or (v) an account or
accounts of a depository institution acceptable to each Rating Agency (as
evidenced in writing by each Rating Agency that use of any such account as the
Custodial Account or the Certificate Account will not reduce the rating assigned
to any Class of Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Class A and Class R
Certificates, (ii) the Senior Principal Distribution Amount (determined without
regard to Section 4.02(a)(ii)(Y)(D) hereof), (iii) the Class A-2 Principal
Distribution Amount (determined without regard to Section 4.02(b)(i)(E) hereof)
and (iv) the aggregate amount of Accrued Certificate Interest on the Class M,
Class B-1 and Class B-2 Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution Date
on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date, as reduced by any such amount that is included in Section
4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property or Mortgage Loan causing or resulting in a loss which causes
the liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the fidelity bond
and the errors and omissions insurance policy required to be
maintained pursuant to Section 3.12(b) but are in excess of the
coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive contamination,
all whether controlled or uncontrolled, and whether such loss be
direct or indirect, proximate or remote or be in whole or in part
caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war, including action in
hindering, combating or defending against an actual, impending or
expected attack:
(i) by any government or sovereign power, de jure or de facto,
or by any authority maintaining or using military, naval or
air forces; or
(ii) by military, naval or air forces; or
(iii)by an agent of any such government, power, authority or
forces;
(d) any weapon of war employing atomic fission or radioactive force
whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, combating or
defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any
government or public authority; or risks of contraband or illegal
transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate instrumentality
of the United States created and existing under Title III of the Emergency Home
Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01 which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.03.
Fitch IBCA: Fitch IBCA, Inc. or its successor in interest.
FNMA: Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Foreclosure Profits: As to any Distribution Date or related Determination
Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds,
Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom
pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO
Property for which a Cash Liquidation or REO Disposition occurred in the related
Prepayment Period over the sum of the unpaid principal balance of such Mortgage
Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination after the Cut-off Date,
an amount equal to: (X) prior to the first anniversary of the Cut-off Date an
amount equal to 1.00% of the aggregate outstanding principal balance of all of
the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination, (Y) from the first to the third 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) 1.00% 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, 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.
Initial Certificate Principal Balance: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date as set forth in the Preliminary Statement hereto.
Initial Class A-3 Notional Amount: With respect to any Class A-3
Certificate, the Cut-off Date Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
Class A-3 Certificate.
Initial Monthly Payment Fund: As defined in Section 2.01(f).
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans pursuant
to any Primary Insurance Policy or any other related insurance policy covering a
Mortgage Loan, to the extent such proceeds are payable to the mortgagee under
the Mortgage, any Subservicer, the Master Servicer or the Trustee and are not
applied to the restoration of the related Mortgaged Property or released to the
Mortgagor in accordance with the procedures that the Master Servicer would
follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance Policy or any
successor thereto or the named insurer in any replacement policy.
Interest Accrual Period: With respect to any Certificate and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.
Late Collections: With respect to any Mortgage Loan, all amounts received
during any Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received by
the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Maturity Date: The latest possible maturity date, solely for purposes
of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of Certificates (other than the
Class A-3 Certificates, which have no Certificate Principal Balance) would be
reduced to zero, is January 25, 2013, the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan. The latest
possible Maturity Date for each Uncertificated REMIC Regular Interest is January
25, 2013, which is the Distribution Date immediately following the latest
scheduled maturity date of any Mortgage Loan.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject of
a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
Moody's: Moody's Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to
a particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans attached hereto as
Exhibit F (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list shall set forth at a minimum the
following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property including state and
zip code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Pool Strip Rate ("STRIP");
(viii) the initial scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues ("SUBSERV FEE")
and at which the Servicing Fee accrues ("MSTR SERV FEE");
(xii)a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second or
vacation residence; and
(xiii) a code "N" under the column "OCCP CODE," indicating that the
Mortgage Loan is secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Mortgage Loans: Such of the mortgage loans transferred and assigned to the
Trustee pursuant to Section 2.01 as from time to time are held or deemed to be
held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification.
Mortgaged Property: The underlying real property securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of interest
equal to the Adjusted Mortgage Rate less the per annum rate at which the
Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be made
by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company and the Trustee.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Officers' Certificate: A certificate signed by the Chairman of the Board,
the President or a Vice President or Assistant Vice President, or a Director or
Managing Director, and by the Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Company or the Master Servicer, as
the case may be, and delivered to the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee
and the Master Servicer, who may be counsel for the Company or the Master
Servicer, provided that any opinion of counsel (i) referred to in the definition
of "Disqualified Organization" or (ii) relating to the qualification of the
Trust Fund as a REMIC or compliance with the REMIC Provisions must, unless
otherwise specified, be an opinion of Independent counsel.
Original Senior Percentage: The fraction, expressed as a percentage, the
numerator of which is the aggregate Initial Certificate Principal Balance of the
Senior Certificates (other than the Class A-2 Certificates) and the denominator
of which is the aggregate Stated Principal Balance of the Mortgage Loans (other
than the Discount Fraction of the Discount Mortgage Loans), which is
approximately 97.75% as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Property) which was not the subject of a Principal Prepayment in Full,
Cash Liquidation or REO Disposition and which was not purchased, deleted or
substituted for prior to such Due Date pursuant to Section 2.02, 2.03 or 2.04.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Participant: An institution that clears through or maintains a custodial
relationship with the Depository and has access to the Depository's clearing
system.
Pass-Through Rate: With respect to the Class A Certificates (other than the
Class A-2 and Class A-3 Certificates), Class M Certificates, Class B
Certificates and Class R Certificates and any Distribution Date, the per annum
rate set forth in the Preliminary Statement hereto. With respect to the Class
A-3 Certificates (other than any Subclass thereof) and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates of all Mortgage Loans as of the Due Date in the month next preceding the
month in which such Distribution Date occurs, weighted on the basis of the
respective Stated Principal Balances of such Mortgage Loans, which Stated
Principal Balances shall be the Stated Principal Balances of such Mortgage Loans
at the close of business on the immediately preceding Distribution Date after
giving effect to distributions thereon allocable to principal to the Holder of
the Certificates (or with respect to the initial Distribution Date, at the close
of business on the Cut-off Date). With respect to the Class A-3 Certificates and
the initial Distribution Date, the Pass-Through Rate is equal to 0.5590% per
annum. With respect to any Subclass of Class A-3 Certificate and any
Distribution Date, a rate equal to the weighted average, expressed as a
percentage, of the Pool Strip Rates of all Mortgage Loans corresponding to the
Uncertificated REMIC Regular Interests represented by such Subclass as of the
Due Date in the month next preceding the month in which such Distribution Date
occurs, weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the Stated
Principal Balances of such Mortgage Loans at the close of business on the
immediately preceding Distribution Date after giving effect to distributions
thereon allocable to principal to the Holders of the Certificates (or with
respect to the initial Distribution Date, at the close of business on the
Cut-off Date). The Class A-2 Certificates have no Pass-Through Rate and are not
entitled to Accrued Certificate Interest.
Paying Agent: The First National Bank of Chicago or any successor Paying
Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate (other than a Class R
Certificate), the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof or Initial Class A-3
Notional Amount thereof (in the case of any Class A-3 Certificate) divided by
the aggregate Initial Certificate Principal Balance or the aggregate of the
Initial Class A-3 Notional Amounts, as applicable, of all of the Certificates of
the same Class. With respect to a Class R Certificate, the interest in
distributions to be made with respect to such Class evidenced thereby, expressed
as a percentage, as stated on the face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the
United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition
thereof, provided that the unsecured obligations of the party
agreeing to repurchase such obligations are at the time rated by
each Rating Agency in its highest short-term rating available;
(iii)federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of
bankers' acceptances, shall in no event have an original maturity
of more than 365 days or a remaining maturity of more than 30
days) denominated in United States dollars of any U.S. depository
institution or trust company incorporated under the laws of the
United States or any state thereof or of any domestic branch of a
foreign depository institution or trust company; provided that
the debt obligations of such depository institution or trust
company (or, if the only Rating Agency is Standard & Poor's, in
the case of the principal depository institution in a depository
institution holding company, debt obligations of the depository
institution holding company) at the date of acquisition thereof
have been rated by each Rating Agency in its highest short-term
rating available; and provided further that, if the only Rating
Agency is Standard & Poor's and if the depository or trust
company is a principal subsidiary of a bank holding company and
the debt obligations of such subsidiary are not separately rated,
the applicable rating shall be that of the bank holding company;
and, provided further that, if the original maturity of such
short-term obligations of a domestic branch of a foreign
depository institution or trust company shall exceed 30 days, the
short-term rating of such institution shall be A-1+ in the case
of Standard & Poor's if Standard & Poor's is the Rating Agency;
(iv) commercial paper (having original maturities of not more than 365
days) of any corporation incorporated under the laws of the
United States or any state thereof which on the date of
acquisition has been rated by each Rating Agency in its highest
short-term rating available; provided that such commercial paper
shall have a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by each
Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to each
Rating Agency as a Permitted Investment hereunder and will not
reduce the rating assigned to any Class of Certificates by such
Rating Agency below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date by
such Rating Agency, as evidenced in writing;
provided, however, no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's, Fitch IBCA and
DCR and Aaa in the case of Moody's, and references herein to the highest rating
available on unsecured commercial paper and short-term debt obligations shall
mean A-1 in the case of Standard & Poor's, P-1 in the case of Moody's, D-1 in
the case of DCR and either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by
Fitch IBCA in the case of Fitch IBCA.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Pool Stated Principal Balance: As to any date of determination, the
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate equal
to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b) 6.50%
(but not less than 0.00%) per annum.
Prepayment Assumption: A prepayment assumption of 235% of the standard
prepayment assumption, used for determining the accrual of original issue
discount and market discount and premium on the Certificates for federal income
tax purposes. The standard prepayment assumption assumes a constant rate of
prepayment of mortgage loans of 0.2% per annum of the then outstanding principal
balance of such mortgage loans in the first month of the life of the mortgage
loans, increasing by an additional 0.2% per annum in each succeeding month until
the thirtieth month, and a constant 6% per annum rate of prepayment thereafter
for the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution Date
and each Class of Class M Certificates and Class B Certificates, under the
applicable circumstances set forth below, the respective percentages set forth
below:
(i) For any Distribution Date prior to the Distribution Date in
February 2003 (unless the Certificate Principal Balances of the Class A
Certificates, other than the Class A-2 Certificates, have been reduced to
zero), 0%.
(ii) For any Distribution Date on which any Class of Class M or Class
B Certificates are outstanding not discussed in clause (i) above:
(A) in the case of the Class of Class M Certificates then
outstanding with the lowest numerical designation, or in the event the
Class M Certificates are no longer outstanding, the Class of Class B
Certificates then outstanding with the lowest numerical designation
and each other Class of Class M Certificates and Class B Certificates
for which the related Prepayment Distribution Trigger has been
satisfied, a fraction, expressed as a percentage, the numerator of
which is the Certificate Principal Balance of such Class immediately
prior to such date and the denominator of which is the sum of the
Certificate Principal Balances immediately prior to such date of (1)
the Class of Class M Certificates then outstanding with the lowest
numerical designation, or in the event the Class M Certificates are no
longer outstanding, the Class of Class B Certificates then outstanding
with the lowest numerical designation and (2) all other Classes of
Class M Certificates and Class B Certificates for which the respective
Prepayment Distribution Triggers have been satisfied; and
(B) in the case of each other Class of Class M Certificates and
Class B Certificates for which the Prepayment Distribution Triggers
have not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section 4.02
(determined without regard to the proviso to the definition of "Subordinate
Principal Distribution Amount") would result in a distribution in respect
of principal of any Class or Classes of Class M Certificates and Class B
Certificates in an amount greater than the remaining Certificate Principal
Balance thereof (any such class, a "Maturing Class"), then: (a) the
Prepayment Distribution Percentage of each Maturing Class shall be reduced
to a level that, when applied as described above, would exactly reduce the
Certificate Principal Balance of such Class to zero; (b) the Prepayment
Distribution Percentage of each other Class of Class M Certificates and
Class B Certificates (any such Class, a "Non-Maturing Class") shall be
recalculated in accordance with the provisions in paragraph (ii) above, as
if the Certificate Principal Balance of each Maturing Class had been
reduced to zero (such percentage as recalculated, the "Recalculated
Percentage"); (c) the total amount of the reductions in the Prepayment
Distribution Percentages of the Maturing Class or Classes pursuant to
clause (a) of this sentence, expressed as an aggregate percentage, shall be
allocated among the Non-Maturing Classes in proportion to their respective
Recalculated Percentages (the portion of such aggregate reduction so
allocated to any Non-Maturing Class, the "Adjustment Percentage"); and (d)
for purposes of such Distribution Date, the Prepayment Distribution
Percentage of each Non-Maturing Class shall be equal to the sum of (1) the
Prepayment Distribution Percentage thereof, calculated in accordance with
the provisions in paragraph (ii) above as if the Certificate Principal
Balance of each Maturing Class had not been reduced to zero, plus (2) the
related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment Distribution
Trigger, Class M-3 Prepayment Distribution Trigger, Class B-1 Prepayment
Distribution Trigger, Class B-2 Prepayment Distribution Trigger or Class B-3
Prepayment Distribution Trigger.
Prepayment Interest Shortfall: As to any Distribution Date and any Mortgage
Loan (other than a Mortgage Loan relating to an REO Property) that was the
subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month's interest at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the Servicer Guide for
Residential Funding's mortgage loan purchase and conduit servicing program and
all supplements and amendments thereto published by Residential Funding from
time to time.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) in the
case of a purchase made by the Master Servicer) on the Stated Principal Balance
thereof to the first day of the month following the month of purchase from the
Due Date to which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan. Notwithstanding any other provisions herein, (x) with respect to
any Qualified Substitute Mortgage Loan substituted for a Deleted Mortgage Loan
which was a Discount Mortgage Loan, such Qualified Substitute Mortgage Loan
shall be deemed to be a Discount Mortgage Loan and to have a Discount Fraction
equal to the Discount Fraction of the Deleted Mortgage Loan and (y) in the event
that the "Pool Strip Rate" of any Qualified Substitute Mortgage Loan as
calculated pursuant to the definition of "Pool Strip Rate" is greater than the
Pool Strip Rate of the related Deleted Mortgage Loan (i) the Pool Strip Rate of
such Qualified Substitute Mortgage Loan shall be equal to the Pool Strip Rate of
the related Deleted Mortgage Loan for purposes of calculating the Pass-Through
Rate on the Class A-3 Certificates and (ii) the excess of the Pool Strip Rate on
such Qualified Substitute Mortgage Loan as calculated pursuant to the definition
of "Pool Strip Rate" over the Pool Strip Rate on the related Deleted Mortgage
Loan shall be payable to the Class R Certificates pursuant to Section 4.02
hereof.
Rating Agency: Standard & Poor's and Fitch IBCA with respect to the Class A
and Class R Certificates and Fitch IBCA with respect to the Class M-1, Class
M-2, Class M-3, Class B-1 and Class B-2 Certificates. If either agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Company,
notice of which designation shall be given to the Trustee and the Master
Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as to
which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Certificateholders up
to the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net
of the portion thereof reimbursable to the Master Servicer or any Subservicer
with respect to related Advances or expenses as to which the Master Servicer or
Subservicer is entitled to reimbursement thereunder but which have not been
previously reimbursed. With respect to each Mortgage Loan which is the subject
of a Servicing Modification, (a) the amount by which the interest portion of a
Monthly Payment or the principal balance of such Mortgage Loan was reduced, and
(b) any such amount with respect to a Monthly Payment that was or would have
been due in the month immediately following the month in which a Principal
Prepayment or the Purchase Price of such Mortgage Loan is received or is deemed
to have been received. With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the principal balance
of the Mortgage Loan outstanding immediately prior to such Deficient Valuation
and the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan which has become the object of a
Debt Service Reduction, the amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of business
on the last Business Day of the month next preceding the month in which the
related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R
Certificate.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law relating to real
estate mortgage investment conduits, which appear at Sections 860A through 860G
of Subchapter M of Chapter 1 of the Code, and related provisions, and temporary
and final regulations (or, to the extent not inconsistent with such temporary or
final regulations, proposed regulations) and published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in effect from
time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final sale)
which the Master Servicer expects to be finally recoverable from the sale or
other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer through
foreclosure or deed in lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Request for Release: A request for release, the forms of which are attached
as Exhibit H hereto.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance
policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Company and
any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer of
the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit P.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any Subservicer, that
executed a Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of Mortgage
Loans generally in the form of the Seller Contract referred to or contained in
the Program Guide, or in such other form as has been approved by the Master
Servicer and the Company, each containing representations and warranties in
respect of one or more Mortgage Loans.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date, the percentage indicated below:
<TABLE>
<CAPTION>
Senior Accelerated
Distribution Date Distribution Percentage
<S> <C>
February 1998 through
January 2003 100%
February 2003 through Senior Percentage, plus 70% of the Subordinate Percentage
January 2004
February 2004 through Senior Percentage, plus 60% of the Subordinate Percentage
January 2005
February 2005 through Senior Percentage, plus 40% of the Subordinate Percentage
January 2006
February 2006 through Senior Percentage, plus 20% of the Subordinate Percentage
January 2007
February 2007 and
thereafter Senior Percentage
</TABLE>
provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any Distribution
Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage
Loans delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of the
Class M and Class B Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 2% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates or (b)(1) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date are
less than 10% of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates and (ii) that for any Distribution
Date on which the Senior Percentage is greater than the Original Senior
Percentage, the Senior Accelerated Distribution Percentage for such Distribution
Date shall be 100%. Notwithstanding the foregoing, upon the reduction of the
aggregate Certificate Principal Balance of the Senior Certificates (other than
the Class A-2 Certificates) to zero, the Senior Accelerated Distribution
Percentage shall thereafter be 0%.
Senior Certificates: Any one of the Class A Certificates or Class R
Certificates.
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the Class
A-2 Certificates) immediately prior to such Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties)(other than the Discount Fraction of
the Discount Mortgage Loans) immediately prior to such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X) and (b) the sum of the amounts required to
be distributed to the Class A Certificateholders and Class R Certificateholders
on such Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of pocket"
costs and expenses incurred in connection with a default, delinquency or other
unanticipated event by the Master Servicer in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) any enforcement or
judicial proceedings, including foreclosures, (iii) the management and
liquidation of any REO Property and (iv) compliance with the obligations under
Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the Master Servicer or any
Affiliate of the Master Servicer provides services such as appraisals and
brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, reasonable compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date, the
fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02. -------------
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default, or for
which, in the judgment of the Master Servicer, default is reasonably
foreseeable, pursuant to a modification of such Mortgage Loan in accordance with
Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$2,261,136 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greater of (A) the
greatest of (i) the product of the Special Hazard Percentage for such
anniversary multiplied by the outstanding principal balance of all the Mortgage
Loans on the Distribution Date immediately preceding such anniversary and (ii)
twice the outstanding principal balance of the Mortgage Loan in the Trust Fund
which has the largest outstanding principal balance on the Distribution Date
immediately preceding such anniversary and (B) the greater of (i) the product of
0.50% multiplied by the outstanding principal balance of all Mortgage Loans on
the Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the
Mortgage Loans secured by Mortgaged Properties located in the State of
California divided by the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a percentage, and the denominator of which is equal to 23.4% (which
percentage is equal to the percentage of Mortgage Loans initially secured by
Mortgaged Properties located in the State of California) and (ii) the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of the largest Mortgage Loan secured by a Mortgaged Property (or, with
respect to a Cooperative Loan, the related Cooperative Apartment) located in the
State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) suffered by such Mortgaged
Property (or Cooperative Apartment) on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss.
Special Hazard Percentage: As of each anniversary of the Cut-off Date, the
greater of (i) 1.00% and (ii) the largest percentage obtained by dividing the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all of the Mortgage Loans as of the immediately
preceding Distribution Date.
Standard & Poor's: Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies, or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan or related REO
Property, at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case which were distributed
pursuant to Section 4.02 on any previous Distribution Date, and (c) any Realized
Loss allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Subclass: With respect to the Class A-3 Certificates, any Subclass thereof
issued pursuant to Section 5.01(c). Any such Subclass will represent the
Uncertificated REMIC Regular Interest or Interests specified by the initial
Holder of the Class A-3 Certificates pursuant to Section 5.01(c).
Subordinate Percentage: As of any Distribution Date, 100% minus the Senior
Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any Distribution
Date and each Class of Class M Certificates and Class B Certificates, (a) the
sum of (i) the product of (x) the related Class M Percentage or Class B
Percentage for such Class and (y) the aggregate of the amounts calculated for
such Distribution Date under clauses (1), (2) and (3) of Section
4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the Certificate
Principal Balance of each Class of Class M Certificates and Class B Certificates
then outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) to the extent such collections are not otherwise
distributed to the Class A Certificates and Class R Certificates; (iii) the
product of (x) the related Prepayment Distribution Percentage and (y) the
aggregate of all Principal Prepayments in Full and Curtailments received in the
related Prepayment Period (other than the related Discount Fraction of such
Principal Payments in Full and Curtailments with respect to a Discount Mortgage
Loan) to the extent not payable to the Class A Certificates and Class R
Certificates; (iv) if such Class is the most senior Class of Certificates then
outstanding (as established in Section 4.05 hereof), any Excess Subordinate
Principal Amount for such Distribution Date; and (v) any amounts described in
clauses (i), (ii) and (iii) as determined for any previous Distribution Date,
that remain undistributed to the extent that such amounts are not attributable
to Realized Losses which have been allocated to a subordinate Class of Class M
or Class B Certificates minus (b) any Excess Subordinate Principal Amount not
payable to such Class on such Distribution Date pursuant to the definition
thereof; provided, however, that such amount shall in no event exceed the
outstanding Certificate Principal Balance of such Class of Certificates
immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and interest
on a Mortgage Loan which is advanced by the related Subservicer (net of its
Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Company.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to the
related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to the
Master Servicer) in respect of subservicing and other compensation that accrues
at an annual rate equal to the excess of the Mortgage Rate borne by the related
Mortgage Note over the rate per annum designated on the Mortgage Loan Schedule
as the "CURR NET" for such Mortgage Loan.
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of the Trust Fund due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: The segregated pool of assets, with respect to which a REMIC
election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments on and collections in respect of the Mortgage Loans
due after the Cut-off Date as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund, but not including amounts on deposit
in the Initial Monthly Payment Fund;
(iii)property which secured a Mortgage Loan and which has been
acquired for the benefit of the Certificateholders by foreclosure
or deed in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies, if
any, transferred to the Trustee pursuant to Section 2.01, and
(v) all proceeds of clauses (i) through (iv) above.
Uncertificated REMIC Regular Interests: The 791 uncertificated partial
undivided beneficial ownership interests in the Trust Fund numbered sequentially
from 1 through 791, each relating to the particular Mortgage Loan identified by
sequential number on the Mortgage Loan Schedule, each having no principal
balance, and each bearing the respective Pool Strip Rate on the Stated Principal
Balance of the related Mortgage Loan.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform Single
Attestation Program for Mortgage Bankers, as published by the Mortgage Bankers
Association of America and effective with respect to fiscal periods ending on or
after December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage such
that the complete restoration of such property is not fully reimbursable by the
hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity (treated as a corporation or
partnership for United States income tax purposes) created or organized in, or
under the laws of, the United States, any state thereof, or the District of
Columbia (except in the case of a partnership, to the extent provided in
Treasury regulations) or an estate that is described in Section 7701(a)(30)(D)
of the Code, or a trust that is described in Section 7701(a)(30)(E) of the
Code.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. 98.0% of all of the Voting Rights shall
be allocated among Holders of Certificates, other than the Class A-3 and Class R
Certificates, in proportion to the outstanding Certificate Principal Balances of
their respective Certificates; 1.0% of all Voting Rights shall be allocated
among the Holders of the Class A-3 Certificates and the Holders of the Class R
Certificates shall be entitled to 1.0% of all of the Voting Rights, allocated
among the Certificates of each such Class in accordance with their respective
Percentage Interests.
ARTICLE 2
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee without recourse all the right, title and
interest of the Company in and to the Mortgage Loans, including all
interest and principal received on or with respect to the Mortgage
Loans after the Cut-off Date (other than payments of principal and
interest due on the Mortgage Loans on or before the Cut-off Date).
(b) In connection with such assignment, except as set forth in Section
2.01(c) below, the Company does hereby deliver to, and deposit with,
the Trustee, or to and with one or more Custodians, as the duly
appointed agent or agents of the Trustee for such purpose, the
following documents or instruments (or copies thereof as permitted by
this Section) (I) with respect to each Mortgage Loan so assigned
(other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing
it to the Trustee, or with respect to any Destroyed Mortgage
Note, an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related
Mortgage Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the Mortgage certified by the
public recording office in which such Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee
with evidence of recording indicated thereon or a copy of such
assignment certified by the public recording office in which such
assignment has been recorded;
(iv) The original recorded assignment or assignments of the
Mortgage showing an unbroken chain of title from the originator
thereof to the Person assigning it to the Trustee or a copy of
such assignment or assignments of the Mortgage certified by the
public recording office in which such assignment or assignments
have been recorded; and
(v) The original of each modification, assumption agreement
or preferred loan agreement, if any, relating to such Mortgage
Loan or a copy of each modification, assumption agreement or
preferred loan agreement certified by the public recording office
in which such document has been recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing
it to the Trustee, or with respect to any Destroyed Mortgage
Note, an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related
Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of the
Cooperative Loan with intervening assignments showing an unbroken
chain of title from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with respect
to such Cooperative Loan, together with an undated stock power
(or other similar instrument) executed in blank;
(iv) The original recognition agreement by the Cooperative
of the interests of the mortgagee with respect to the related
Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and
any continuation statements, filed by the originator of such
Cooperative Loan as secured party, each with evidence of
recording thereof, evidencing the interest of the originator
under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken
chain of title from the originator to the Trustee, each with
evidence of recording thereof, evidencing the interest of the
originator under the Security Agreement and the Assignment of
Proprietary Lease;
(viii) An executed assignment of the interest of the
originator in the Security Agreement, Assignment of Proprietary
Lease and the recognition agreement referenced in clause (iv)
above, showing an unbroken chain of title from the originator to
the Trustee;
(ix) The original of each modification, assumption agreement
or preferred loan agreement, if any, relating to such Cooperative
Loan; and
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee
as assignee and an executed UCC-1 financing statement showing the
Company as debtor and the Trustee as secured party, each in a
form sufficient for filing, evidencing the interest of such
debtors in the Cooperative Loans.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii),
(ix) and (x) to the Trustee or the Custodian or Custodians, deliver
such documents to the Master Servicer, and the Master Servicer shall
hold such documents in trust for the use and benefit of all present
and future Certificateholders until such time as is set forth below.
Within ten Business Days following the earlier of (i) the receipt of
the original of each of the documents or instruments set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii),
(ix) and (x) (or copies thereof as permitted by such Section) for any
Mortgage Loan and (ii) a written request by the Trustee to deliver
those documents with respect to any or all of the Mortgage Loans then
being held by the Master Servicer, the Master Servicer shall deliver a
complete set of such documents to the Trustee or the Custodian or
Custodians that are the duly appointed agent or agents of the Trustee.
On the Closing Date, the Master Servicer shall certify that it has in
its possession an original or copy of each of the documents referred
to in Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv),
(vii), (ix) and (x) which has been delivered to it by the Company.
Every six months after the Closing Date, for so long as the Master
Servicer is holding documents pursuant to this Section 2.01(c), the
Master Servicer shall deliver to (i) Moody's if it is one of the
Rating Agencies, (ii) the Trustee and (iii) each Custodian a report
setting forth the status of the documents which it is holding.
(d) In the event that in connection with any Mortgage Loan the Company
cannot deliver the Mortgage, any assignment, modification, assumption
agreement or preferred loan agreement (or copy thereof certified by
the public recording office) with evidence of recording thereon
concurrently with the execution and delivery of this Agreement solely
because of a delay caused by the public recording office where such
Mortgage, assignment, modification, assumption agreement or preferred
loan agreement as the case may be, has been delivered for recordation,
the Company shall deliver or cause to be delivered to the Trustee or
the respective Custodian a true and correct photocopy of such
Mortgage, assignment, modification, assumption agreement or preferred
loan agreement.
The Company shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in
clause (I)(iii) of Section 2.01(b), except in states where, in the
opinion of counsel acceptable to the Trustee and the Master Servicer,
such recording is not required to protect the Trustee's interests in
the Mortgage Loan against the claim of any subsequent transferee or
any successor to or creditor of the Company or the originator of such
Mortgage Loan and shall promptly cause to be filed the Form UCC-3
assignment and UCC-1 financing statement referred to in clause
(II)(vii) and (x), respectively, of Section 2.01(b). If any
Assignment, Form UCC-3 or Form UCC-1, as applicable, is lost or
returned unrecorded to the Company because of any defect therein, the
Company shall prepare a substitute Assignment, Form UCC-3 or Form
UCC-1, as applicable, or cure such defect, as the case may be, and
cause such Assignment to be recorded in accordance with this
paragraph. The Company shall promptly deliver or cause to be delivered
to the Trustee or the respective Custodian such Mortgage or assignment
or Form UCC-3 or Form UCC-1, as applicable, (or copy thereof certified
by the public recording office) with evidence of recording indicated
thereon upon receipt thereof from the public recording office or from
the related Subservicer. In connection with its servicing of
Cooperative Loans, the Master Servicer will use its best efforts to
file timely continuation statements with regard to each financing
statement and assignment relating to Cooperative Loans as to which the
related Cooperative Apartment is located outside of the State of New
York.
In the event that the Company delivers to the Trustee or Custodian any
Mortgage Note or Assignment of Mortgage in blank, the Company shall,
or shall cause the Custodian to, complete the endorsement of the
Mortgage Note and the Assignment of Mortgage in the name of the
Trustee within 45 days after the Closing Date, as contemplated by
Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v) and
(II)(vi) and (vii) and that may be delivered as a copy rather than the
original may be delivered in microfiche form.
(e) It is intended that the conveyances by the Company to the Trustee of
the Mortgage Loans as provided for in this Section 2.01 be construed
as a sale by the Company to the Trustee of the Mortgage Loans for the
benefit of the Certificateholders. Further, it is not intended that
such conveyance be deemed to be a pledge of the Mortgage Loans by the
Company to the Trustee to secure a debt or other obligation of the
Company. However, in the event that the Mortgage Loans are held to be
property of the Company or of Residential Funding, or if for any
reason this Agreement is held or deemed to create a security interest
in the Mortgage Loans, then it is intended that (a) this Agreement
shall also be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the New York Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction; (b) the
conveyance provided for in Section 2.01 shall be deemed to be (1) a
grant by the Company to the Trustee of a security interest in all of
the Company's right (including the power to convey title thereto),
title and interest, whether now owned or hereafter acquired, in and to
(A) the Mortgage Loans, including (i) with respect to each Cooperative
Loan, the related Mortgage Note, Security Agreement, Assignment of
Proprietary Lease, Cooperative Stock Certificate, Cooperative Lease,
any insurance policies and all other documents in the related Mortgage
File and (ii) with respect to each Mortgage Loan other than a
Cooperative Loan, the related Mortgage Note, the Mortgage, any
insurance policies and all other documents in the related Mortgage
File, (B) all amounts payable pursuant to the Mortgage Loans in
accordance with the terms thereof and (C) any and all general
intangibles consisting of, arising from or relating to any of the
foregoing, and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or
other property, including without limitation all amounts from time to
time held or invested in the Certificate Account or the Custodial
Account, whether in the form of cash, instruments, securities or other
property and (2) an assignment by the Company to the Trustee of any
security interest in any and all of Residential Funding's right
(including the power to convey title thereto), title and interest,
whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B) and (C) granted by
Residential Funding to the Company pursuant to the Assignment
Agreement; (c) the possession by the Trustee, the Custodian or any
other agent of the Trustee of Mortgage Notes or such other items of
property as constitute instruments, money, negotiable documents or
chattel paper shall be deemed to be "possession by the secured party,"
or possession by a purchaser or a person designated by such secured
party, for purposes of perfecting the security interest pursuant to
the Minnesota Uniform Commercial Code and the Uniform Commercial Code
of any other applicable jurisdiction (including, without limitation,
Section 9-305, 8-313 or 8-321 thereof); and (d) notifications to
persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as applicable) of the
Trustee for the purpose of perfecting such security interest under
applicable law.
The Company and, at the Company's direction, Residential Funding and
the Trustee shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage
Loans and the other property described above, such security interest
would be deemed to be a perfected security interest of first priority
under applicable law and will be maintained as such throughout the
term of this Agreement. Without limiting the generality of the
foregoing, the Company shall prepare and deliver to the Trustee not
less than 15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for filing, at the
expense of the Company, all filings necessary to maintain the
effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the
Trustee's security interest in or lien on the Mortgage Loans as
evidenced by an Officer's Certificate of the Company, including
without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of
Residential Funding, the Company or the Trustee (such preparation and
filing shall be at the expense of the Trustee, if occasioned by a
change in the Trustee's name), (2) any change of location of the place
of business or the chief executive office of Residential Funding or
the Company or (3) any transfer of any interest of Residential Funding
or the Company in any Mortgage Loan.
(f) The Master Servicer hereby acknowledges the receipt by it of cash in
an amount equal to $612,130 (the "Initial Monthly Payment Fund"),
representing scheduled principal amortization and interest at the Net
Mortgage Rate for the Due Date in February 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 February 1998. Notwithstanding anything herein to the
contrary, the Initial Monthly Payment Fund shall not be an asset of
the REMIC. To the extent that the Initial Monthly Payment Fund
constitutes a reserve fund for federal income tax purposes, (1) it
shall be an outside reserve fund and not an asset of the REMIC, (2) it
shall be owned by the Seller and (3) amounts transferred by the REMIC
to the Initial Monthly Payment Fund shall be treated as transferred to
the Seller or any successor, all within the meaning of Section
1.860G-2(h) of the Treasury Regulations.
SECTION 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for purposes of such acknowledgement
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, in trust for the use and
benefit of all present and future Certificateholders. The Trustee or Custodian
(such Custodian being so obligated under a Custodial Agreement) agrees, for the
benefit of Certificateholders, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it. Upon delivery of the Mortgage Files by the Company or the Master
Servicer, the Trustee shall acknowledge receipt (or, with respect to Mortgage
Loans subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(c) above. The Trustee or Custodian (such Custodian being so obligated under
a Custodial Agreement) agrees to review each Mortgage File delivered to it
pursuant to Section 2.01(c) within 45 days after receipt thereof to ascertain
that all documents required to be delivered pursuant to such Section have been
received, and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, as supplemented, that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any document or
documents constituting a part of a Mortgage File to be missing or defective in
any material respect, the Trustee shall promptly so notify the Master Servicer
and the Company. Pursuant to Section 2.3 of the Custodial Agreement, the
Custodian will notify the Master Servicer, the Company and the Trustee of any
such omission or defect found by it in respect of any Mortgage File held by it.
The Master Servicer shall promptly notify the related Subservicer or Seller of
such omission or defect and request that such Subservicer or Seller correct or
cure such omission or defect within 60 days from the date the Master Servicer
was notified of such omission or defect and, if such Subservicer or Seller does
not correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the case may be, any Mortgage
Loan released pursuant hereto and thereafter such Mortgage Loan shall not be
part of the Trust Fund. It is understood and agreed that the obligation of the
Seller or the Subservicer, as the case may be, to so cure or purchase any
Mortgage Loan as to which a material defect in or omission of a constituent
document exists shall constitute the sole remedy respecting such defect or
omission available to Certificateholders or the Trustee on behalf of the
Certificateholders.
SECTION 2.03. Representations, Warranties and Covenants of the Master Servicer
and the Company.
(a) The Master Servicer hereby represents and warrants to the Trustee for
the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized,
validly existing and in good standing under the laws governing
its creation and existence and is or will be in compliance with
the laws of each state in which any Mortgaged Property is located
to the extent necessary to ensure the enforceability of each
Mortgage Loan in accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the terms
of this Agreement will not violate the Master Servicer's
Certificate of Incorporation or Bylaws or constitute a default
(or an event which, with notice or lapse of time, or both, would
constitute a material default) under, or result in the material
breach of, any material contract, agreement or other instrument
to which the Master Servicer is a party or which may be
applicable to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution
and delivery by the Trustee and the Company, constitutes a valid,
legal and binding obligation of the Master Servicer, enforceable
against it in accordance with the terms hereof subject to
applicable bankruptcy, insolvency, reorganization, moratorium and
other laws affecting the enforcement of creditors' rights
generally and to general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity
or at law;
(iv) The Master Servicer is not in default with respect to
any order or decree of any court or any order, regulation or
demand of any Federal, state, municipal or governmental agency,
which default might have consequences that would materially and
adversely affect the condition (financial or other) or operations
of the Master Servicer or its properties or might have
consequences that would materially adversely affect its
performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer
which would prohibit its entering into this Agreement or
performing its obligations under this Agreement;
(vi) The Master Servicer will comply in all material
respects in the performance of this Agreement with all reasonable
rules and requirements of each insurer under each Required
Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Company, any
Affiliate of the Company or the Trustee by the Master Servicer
will, to the knowledge of the Master Servicer, contain any untrue
statement of a material fact or omit a material fact necessary to
make the information, certificate, statement or report not
misleading; and
(viii) The Master Servicer has examined each existing, and
will examine each new, Subservicing Agreement and is or will be
familiar with the terms thereof. The terms of each existing
Subservicing Agreement and each designated Subservicer are
acceptable to the Master Servicer and any new Subservicing
Agreements will comply with the provisions of Section 3.02.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure must occur within 90 days from the date such breach was
discovered. The obligation of the Master Servicer to cure such breach or to so
purchase such Mortgage Loan shall constitute the sole remedy in respect of a
breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) The Company hereby represents and warrants to the Trustee for the
benefit of Certificateholders that as of the Closing Date (or, if
otherwise specified below, as of the date so specified):
(i) No Mortgage Loan is one month or more delinquent in
payment of principal and interest as of the Cut-off Date and no
Mortgage Loan has been so delinquent more than once in the
12-month period prior to the Cut-off Date;
(ii) The information set forth in Exhibit F hereto with
respect to each Mortgage Loan or the Mortgage Loans, as the case
may be, is true and correct in all material respects at the date
or dates respecting which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate
mortgage loans with level Monthly Payments due on the first day
of each month and terms to maturity at origination or
modification of not more than 15 years;
(iv) To the best of the Company's knowledge, if a Mortgage
Loan is secured by a Mortgaged Property with a Loan-to-Value
Ratio at origination in excess of 80%, such Mortgage Loan is the
subject of a Primary Insurance Policy that insures (a) at least
25% of the Stated Principal Balance of the Mortgage Loan at
origination if the Loan-to-Value Ratio is between 95.00% and
90.01%, (b) at least 12% of such balance if the Loan-to-Value
Ratio is between 90.00% and 85.01% and (c) at least 6% of such
balance if the Loan-to-Value Ratio is between 85.00% and 80.01%.
To the best of the Company's knowledge, each such Primary
Insurance Policy is in full force and effect and the Trustee is
entitled to the benefits thereunder;
(v) The issuers of the Primary Insurance Policies are
insurance companies whose claims-paying abilities are currently
acceptable to each Rating Agency;
(vi) No more than 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 in
California and no more than 0.8% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date are
secured by Mortgaged Properties located in any one zip code area
outside California. One of the Mortgage Loans, representing
approximately 0.02% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date, is a Cooperative Loan;
(vii) If the improvements securing a Mortgage Loan are in a
federally designated special flood hazard area, flood insurance
in the amount required under the Program Guide covers the related
Mortgaged Property (either by coverage under the federal flood
insurance program or by coverage by private insurers);
(viii) Immediately prior to the assignment of the Mortgage
Loans to the Trustee, the Company had good title to, and was the
sole owner of, each Mortgage Loan free and clear of any pledge,
lien, encumbrance or security interest (other than rights to
servicing and related compensation) and such assignment validly
transfers ownership of the Mortgage Loans to the Trustee free and
clear of any pledge, lien, encumbrance or security interest;
(ix) Approximately 0.2% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date were underwritten
under a reduced loan documentation program; (x) Each Mortgagor
represented in its loan application with respect to the related
Mortgage Loan that the Mortgaged Property would be owner-occupied
and therefore would not be an investor property as of the date of
origination of such Mortgage Loan. No Mortgagor is a corporation
or a partnership;
(xi) None of the Mortgage Loans are Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of the Code and Treasury Regulations
Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the
closing of each Mortgage Loan and is valid and binding and
remains in full force and effect;
(xiv) With respect to a Mortgage Loan that is a Cooperative
Loan, the Cooperative Stock that is pledged as security for the
Mortgage Loan is held by a person as a tenant-stockholder (as
defined in Section 216 of the Code) in a cooperative housing
corporation (as defined in Section 216 of the Code);
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or
updated appraisals of Mortgaged Properties are obtained in
connection with the refinancing thereof), the related Seller has
represented that either (a) the value of the related Mortgaged
Property as of the date the Mortgage Loan was originated was not
less than the appraised value of such property at the time of
origination of the refinanced Mortgage Loan or (b) the
Loan-to-Value Ratio of the Mortgage Loan as of the date of
origination of the Mortgage Loan generally meets the Company's
underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the
basis of a 360-day year consisting of twelve 30-day months; and
(xvii) None of the Mortgage Loans contain in the related
Mortgage File a Destroyed Mortgage Note.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this Section 2.03(b) which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement); provided, however, that in the
event of a breach of the representation and warranty set forth in Section
2.03(b)(xii), the party discovering such breach shall give such notice within
five days of discovery. Within 90 days of its discovery or its receipt of notice
of breach, the Company shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that the Company
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered. Any such substitution shall be
effected by the Company under the same terms and conditions as provided in
Section 2.04 for substitutions by Residential Funding. It is understood and
agreed that the obligation of the Company to cure such breach or to so purchase
or substitute for any Mortgage Loan as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach available
to the Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
SECTION 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of Certificateholders
all of its right, title and interest in respect of the Assignment Agreement and
each Seller's Agreement applicable to a Mortgage Loan. Insofar as the Assignment
Agreement or such Seller's Agreement relates to the representations and
warranties made by Residential Funding or the related Seller in respect of such
Mortgage Loan and any remedies provided thereunder for any breach of such
representations and warranties, such right, title and interest may be enforced
by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon
the discovery by the Company, the Master Servicer, the Trustee or any Custodian
of a breach of any of the representations and warranties made in a Seller's
Agreement or the Assignment Agreement (which, for purposes hereof, will be
deemed to include any other cause giving rise to a repurchase obligation under
the Assignment Agreement) in respect of any Mortgage Loan which materially and
adversely affects the interests of the Certificateholders in such Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). The
Master Servicer shall promptly notify the related Seller or Residential Funding,
as the case may be, of such breach and request that such Seller or Residential
Funding, as the case may be, either (i) cure such breach in all material
respects within 90 days from the date the Master Servicer was notified of such
breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that in the case of
a breach under the Assignment Agreement Residential Funding shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date, except that if the breach would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure
or substitution must occur within 90 days from the date the breach was
discovered. In the event that Residential Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04, Residential Funding shall deliver to the Trustee for the
benefit of the Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment
of the Mortgage in recordable form, and such other documents and agreements as
are required by Section 2.01, with the Mortgage Note endorsed as required by
Section 2.01. No substitution will be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by the Master Servicer and remitted
by the Master Servicer to Residential Funding on the next succeeding
Distribution Date. For the month of substitution, distributions to the
Certificateholders will include the Monthly Payment due on a Deleted Mortgage
Loan for such month and thereafter Residential Funding shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if
the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount
Fractions, for the benefit of the Certificateholders to reflect the removal of
such Deleted Mortgage Loan and the substitution of the Qualified Substitute
Mortgage Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Loan,
the amended Schedule of Discount Fractions, to the Trustee. Upon such
substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject
to the terms of this Agreement and the related Subservicing Agreement in all
respects, the related Seller shall be deemed to have made the representations
and warranties with respect to the Qualified Substitute Mortgage Loan contained
in the related Seller's Agreement as of the date of substitution, and the
Company and the Master Servicer shall be deemed to have made with respect to any
Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the
covenants, representations and warranties set forth in this Section 2.04, in
Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master
Servicer shall be obligated to repurchase or substitute for any Qualified
Substitute Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the Assignment
Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of the
Trust Fund to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of Certificateholders. If the Master Servicer is Residential Funding,
then the Trustee shall also have the right to give the notification and require
the purchase or substitution provided for in the second preceding paragraph in
the event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the right, title and interest in
respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
SECTION 2.05. Execution and Authentication of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery of the Mortgage Files to it, or any Custodian on its behalf, subject to
any exceptions noted, together with the assignment to it of all other assets
included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Company executed by an officer of the Company has
executed and caused to be authen ticated and delivered to or upon the order of
the Company the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
ARTICLE 3
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans in
accordance with the terms of this Agreement and the respective
Mortgage Loans and shall have full power and authority, acting alone
or through Subservicers as provided in Section 3.02, to do any and all
things which it may deem necessary or desirable in connection with
such servicing and administration. Without limiting the generality of
the foregoing, the Master Servicer in its own name or in the name of a
Subservicer is hereby authorized and empowered by the Trustee when the
Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of
the Certificateholders and the Trustee or any of them, any and all
instruments of satisfaction or cancellation, or of partial or full
release or discharge, or of consent to assumption or modification in
connection with a proposed conveyance, or of assignment of any
Mortgage and Mortgage Note in connection with the repurchase of a
Mortgage Loan and all other comparable instruments, or with respect to
the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage
in favor of a public utility company or government agency or unit with
powers of eminent domain, the taking of a deed in lieu of foreclosure,
the completion of judicial or non-judicial foreclosure, the conveyance
of a Mortgaged Property to the related Insurer, the acquisition of any
property acquired by foreclosure or deed in lieu of foreclosure, or
the management, marketing and conveyance of any property acquired by
foreclosure or deed in lieu of foreclosure with respect to the
Mortgage Loans and with respect to the Mortgaged Properties.
Notwithstanding the foregoing, subject to Section 3.07(a), the Master
Servicer shall not permit any modification with respect to any
Mortgage Loan that would both constitute a sale or exchange of such
Mortgage Loan within the meaning of Section 1001 of the Code and any
proposed, temporary or final regulations promulgated thereunder (other
than in connection with a proposed conveyance or assumption of such
Mortgage Loan that is treated as a Principal Prepayment in Full
pursuant to Section 3.13(d) hereof) and cause the Trust Fund to fail
to qualify as a REMIC under the Code. The Trustee shall furnish the
Master Servicer with any powers of attorney and other documents
necessary or appropriate to enable the Master Servicer to service and
administer the Mortgage Loans. The Trustee shall not be liable for any
action taken by the Master Servicer or any Subservicer pursuant to
such powers of attorney. In servicing and administering any
Nonsubserviced Mortgage Loan, the Master Servicer shall, to the extent
not inconsistent with this Agreement, comply with the Program Guide as
if it were the originator of such Mortgage Loan and had retained the
servicing rights and obligations in respect thereof. In connection
with servicing and administering the Mortgage Loans, the Master
Servicer and any Affiliate of the Master Servicer (i) may perform
services such as appraisals and brokerage services that are not
customarily provided by servicers of mortgage loans, and shall be
entitled to reasonable compensation therefor in accordance with
Section 3.10 and (ii) may, at its own discretion and on behalf of the
Trustee, obtain credit information in the form of a "credit score"
from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the
properties subject to the Mortgage Loans shall not, for the purpose of
calculating monthly distributions to the Certificateholders, be added
to the amount owing under the related Mortgage Loans, notwithstanding
that the terms of such Mortgage Loan so permit, and such costs shall
be recoverable to the extent permitted by Section 3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing
interests in one or more of the Certificates providing for the payment
by the Master Servicer of amounts received by the Master Servicer as
servicing compensation hereunder and required to cover certain
Prepayment Interest Shortfalls on the Mortgage Loans, which payment
obligation will thereafter be an obligation of the Master Servicer
hereunder.
SECTION 3.02. Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the
execution and delivery of this Agreement, and may enter into new
Subservicing Agreements with Subservicers, for the servicing and
administration of all or some of the Mortgage Loans. Each Subservicer
of a Mortgage Loan shall be entitled to receive and retain, as
provided in the related Subservicing Agreement and in Section 3.07,
the related Subservicing Fee from payments of interest received on
such Mortgage Loan after payment of all amounts required to be
remitted to the Master Servicer in respect of such Mortgage Loan. For
any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the Master
Servicer shall be entitled to receive and retain an amount equal to
the Subservicing Fee from payments of interest. Unless the context
otherwise requires, references in this Agreement to actions taken or
to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the
Master Servicer. Each Subservicing Agreement will be upon such terms
and conditions as are generally required or permitted by the Program
Guide and are not inconsistent with this Agreement and as the Master
Servicer and the Subservicer have agreed. A representative form of
Subservicing Agreement is attached to this Agreement as Exhibit G.
With the approval of the Master Servicer, a Subservicer may delegate
its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing
Agreement. The Master Servicer and a Subservicer may enter into
amendments thereto or a different form of Subservicing Agreement, and
the form referred to or included in the Program Guide is merely
provided for information and shall not be deemed to limit in any
respect the discretion of the Master Servicer to modify or enter into
different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate
the provisions of either this Agreement or the Program Guide in a
manner which would materially and adversely affect the interests of
the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee and the Certificateholders, shall use
its best reasonable efforts to enforce the obligations of each
Subservicer under the related Subservicing Agreement and of each
Seller under the related Seller's Agreement, to the extent that the
non-performance of any such obligation would have a material and
adverse effect on a Mortgage Loan, including, without limitation, the
obligation to purchase a Mortgage Loan on account of defective
documentation, as described in Section 2.02, or on account of a breach
of a representation or warranty, as described in Section 2.04. Such
enforcement, including, without limitation, the legal prosecution of
claims, termination of Subservicing Agreements or Seller's Agreements,
as appropriate, and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as
the Master Servicer would employ in its good faith business judgment
and which are normal and usual in its general mortgage servicing
activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only
(i) from a general recovery resulting from such enforcement to the
extent, if any, that such recovery exceeds all amounts due in respect
of the related Mortgage Loan or (ii) from a specific recovery of
costs, expenses or attorneys fees against the party against whom such
enforcement is directed.
SECTION 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
SECTION 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and the Certificateholders for the servicing and administering of the Mortgage
Loans in accordance with the provisions of Section 3.01 without diminution of
such obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
SECTION 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
SECTION 3.06. Assumption or Termination of Subservicing Agreements by Trustee.
(a) In the event the Master Servicer shall for any reason no longer be the
master servicer (including by reason of an Event of Default), the
Trustee, its designee or its successor shall thereupon assume all of
the rights and obligations of the Master Servicer under each
Subservicing Agreement that may have been entered into. The Trustee,
its designee or the successor servicer for the Trustee shall be deemed
to have assumed all of the Master Servicer's interest therein and to
have replaced the Master Servicer as a party to the Subservicing
Agreement to the same extent as if the Subservicing Agreement had been
assigned to the assuming party except that the Master Servicer shall
not thereby be relieved of any liability or obligations under the
Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all
documents and records relating to each Subservicing Agreement and the
Mortgage Loans then being serviced and an accounting of amounts
collected and held by it and otherwise use its best efforts to effect
the orderly and efficient transfer of each Subservicing Agreement to
the assuming party.
SECTION 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage
Loans, and shall, to the extent such procedures shall be consistent
with this Agreement and the terms and provisions of any related
Primary Insurance Policy, follow such collection procedures as it
would employ in its good faith business judgment and which are normal
and usual in its general mortgage servicing activities. Consistent
with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty
interest in connection with the prepayment of a Mortgage Loan and (ii)
extend the Due Date for payments due on a Mortgage Loan in accordance
with the Program Guide; provided, however, that the Master Servicer
shall first determine that any such waiver or extension will not
impair the coverage of any related Primary Insurance Policy or
materially adversely affect the lien of the related Mortgage. In the
event of any such arrangement, the Master Servicer shall make timely
advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan
without modification thereof by reason of such arrangements unless
otherwise agreed to by the Holders of the Classes of Certificates
affected thereby; provided, however, that no such extension shall be
made if any such advance would be a Nonrecoverable Advance. Consistent
with the terms of this Agreement, the Master Servicer may also waive,
modify or vary any term of any Mortgage Loan or consent to the
postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor if in the Master Servicer's
determination such waiver, modification, postponement or indulgence is
not materially adverse to the interests of the Certificateholders
(taking into account any estimated Realized Loss that might result
absent such action); provided, however, that the Master Servicer may
not modify materially or permit any Subservicer to modify any Mortgage
Loan, including without limitation any modification that would change
the Mortgage Rate, forgive the payment of any principal or interest
(unless in connection with the liquidation of the related Mortgage
Loan or except in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of the Mortgage
Loan), or extend the final maturity date of such Mortgage Loan, unless
such Mortgage Loan is in default or, in the judgment of the Master
Servicer, such default is reasonably foreseeable; and provided,
further, that no such modification shall reduce the interest rate on a
Mortgage Loan below the sum of the Pool Strip Rate and the sum of the
rates at which the Servicing Fee and the Subservicing Fee with respect
to such Mortgage Loan accrues. In connection with any Curtailment of a
Mortgage Loan, the Master Servicer, to the extent not inconsistent
with the terms of the Mortgage Note and local law and practice, may
permit the Mortgage Loan to be reamortized such that the Monthly
Payment is recalculated as an amount that will fully amortize the
remaining Stated Principal Balance thereof by the original Maturity
Date based on the original Mortgage Rate; provided, that such
re-amortization shall not be permitted if it would constitute a
reissuance of the Mortgage Loan for federal income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial Account
in which the Master Servicer shall deposit or cause to be deposited on
a daily basis, except as otherwise specifically provided herein, the
following payments and collections remitted by Subservicers or
received by it in respect of the Mortgage Loans subsequent to the
Cut-off Date (other than in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including
Principal Prepayments made by Mortgagors on the Mortgage Loans
and the principal component of any Subservicer Advance or of any
REO Proceeds received in connection with an REO Property for
which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted
Mortgage Rate on the Mortgage Loans, including Buydown Funds, if
any, and the interest component of any Subservicer Advance or of
any REO Proceeds received in connection with an REO Property for
which an REO Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of
any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant
to Section 2.02, 2.03, 2.04 or 4.07 and all amounts required to
be deposited in connection with the substitution of a Qualified
Substitute Mortgage Loan pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to Section
3.07(c) or 3.21; and
(vi) All amounts transferred from the Certificate Account to
the Custodial Account in accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds
and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in
the Custodial Account attributable to the Mortgage Loans in Permitted
Investments which shall mature not later than the Certificate Account
Deposit Date next following the date of such investment (with the
exception of the Amount Held for Future Distribution) and which shall
not be sold or disposed of prior to their maturities. All income and
gain realized from any such investment shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be
subject to its withdrawal or order from time to time. The amount of
any losses incurred in respect of any such investments attributable to
the investment of amounts in respect of the Mortgage Loans shall be
deposited in the Custodial Account by the Master Servicer out of its
own funds immediately as realized.
(d) The Master Servicer shall give notice to the Trustee and the Company
of any change in the location of the Custodial Account and the
location of the Certificate Account prior to the use thereof.
SECTION 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause
the Subservicer, pursuant to the Subservicing Agreement, to establish
and maintain one or more Subservicing Accounts which shall be an
Eligible Account or, if such account is not an Eligible Account, shall
generally satisfy the requirements of the Program Guide and be
otherwise acceptable to the Master Servicer and each Rating Agency.
The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans
received by the Subservicer, less its Subservicing Fees and
unreimbursed advances and expenses, to the extent permitted by the
Subservicing Agreement. If the Subservicing Account is not an Eligible
Account, the Master Servicer shall be deemed to have received such
monies upon receipt thereof by the Subservicer. The Subservicer shall
not be required to deposit in the Subservicing Account payments or
collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide,
but in no event later than the Determination Date, the Master Servicer
shall cause the Subservicer, pursuant to the Subservicing Agreement,
to remit to the Master Servicer for deposit in the Custodial Account
all funds held in the Subservicing Account with respect to each
Mortgage Loan serviced by such Subservicer that are required to be
remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such
scheduled date of remittance amounts equal to any scheduled monthly
installments of principal and interest less its Subservicing Fees on
any Mortgage Loans for which payment was not received by the
Subservicer. This obligation to advance with respect to each Mortgage
Loan will continue up to and including the first of the month
following the date on which the related Mortgaged Property is sold at
a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master
Servicer shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the
Custodial Account interest at the Adjusted Mortgage Rate (or Modified
Net Mortgage Rate plus the rate per annum at which the Servicing Fee
accrues in the case of a Modified Mortgage Loan) on any Curtailment
received by such Subservicer in respect of a Mortgage Loan from the
related Mortgagor during any month that is to be applied by the
Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from the date of
application of such Curtailment to the first day of the following
month. Any amounts paid by a Subservicer pursuant to the preceding
sentence shall be for the benefit of the Master Servicer as additional
servicing compensation and shall be subject to its withdrawal or order
from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account, the
Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall
cause the Subservicers for Subserviced Mortgage Loans to, establish
and maintain one or more Servicing Accounts and deposit and retain
therein all collections from the Mortgagors (or advances from
Subservicers) for the payment of taxes, assessments, hazard insurance
premiums, Primary Insurance Policy premiums, if applicable, or
comparable items for the account of the Mortgagors. Each Servicing
Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise
acceptable to the Master Servicer, may also function as a Subservicing
Account. Withdrawals of amounts related to the Mortgage Loans from the
Servicing Accounts may be made only to effect timely payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy
premiums, if applicable, or comparable items, to reimburse the Master
Servicer or Subservicer out of related collections for any payments
made pursuant to Sections 3.11 (with respect to the Primary Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund to
any Mortgagors any sums as may be determined to be overages, to pay
interest, if required, to Mortgagors on balances in the Servicing
Account or to clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01 or in
accordance with the Program Guide. As part of its servicing duties,
the Master Servicer shall, and the Subservicers will, pursuant to the
Subservicing Agreements, be required to pay to the Mortgagors interest
on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or
advanced by the Subservicers on the date when the tax, premium or
other cost for which such payment is intended is due, but the Master
Servicer shall be required so to advance only to the extent that such
advances, in the good faith judgment of the Master Servicer, will be
recoverable by the Master Servicer out of Insurance Proceeds,
Liquidation Proceeds or otherwise.
SECTION 3.09. Access to Certain Documentation and Information Regarding the
Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any
Class of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
SECTION 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein
pursuant to Section 3.07 that are attributable to the Mortgage Loans
for the following purposes:
(i) to make deposits into the Certificate Account in the
amounts and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to
Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or
otherwise reimbursable pursuant to the terms of this Agreement,
such withdrawal right being limited to amounts received on
particular Mortgage Loans (including, for this purpose, REO
Proceeds, Insurance Proceeds, Liquidation Proceeds and proceeds
from the purchase of a Mortgage Loan pursuant to Section 2.02,
2.03, 2.04 or 4.07) which represent (A) Late Collections of
Monthly Payments for which any such advance was made in the case
of Subservicer Advances or Advances pursuant to Section 4.04 and
(B) recoveries of amounts in respect of which such advances were
made in the case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment
received by the Master Servicer on account of interest on a
Mortgage Loan as contemplated by Sections 3.14 and 3.16, an
amount equal to that remaining portion of any such payment as to
interest (but not in excess of the Servicing Fee and the
Subservicing Fee, if not previously retained) which, when
deducted, will result in the remaining amount of such interest
being interest at the Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage Loan) on the amount
specified in the amortization schedule of the related Mortgage
Loan as the principal balance thereof at the beginning of the
period respecting which such interest was paid after giving
effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation
any interest or investment income earned on funds deposited in
the Custodial Account that it is entitled to withdraw pursuant to
Section 3.07(c);
(v) to pay to itself as additional servicing compensation
any Foreclosure Profits, and any amounts remitted by Subservicers
as interest in respect of Curtailments pursuant to Section
3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential
Funding, the Company or any other appropriate Person, as the case
may be, with respect to each Mortgage Loan or property acquired
in respect thereof that has been purchased or otherwise
transferred pursuant to Section 2.02, 2.03, 2.04, 4.07 or 9.01,
all amounts received thereon and not required to be distributed
to the Certificateholders as of the date on which the related
Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the
extent provided in subsection (c) below, any Advance made in
connection with a modification of a Mortgage Loan that is in
default or, in the judgment of the Master Servicer, default is
reasonably foreseeable pursuant to Section 3.07(a), to the extent
the amount of the Advance has been added to the outstanding
principal balance of the Mortgage Loan or any Advance
reimbursable to the Master Servicer pursuant to Section
4.02(a)(iii);
(viii) to reimburse itself or the Company for expenses
incurred by and reimbursable to it or the Company pursuant to
Sections 3.13, 3.14(c), 6.03, 10.01 or otherwise, or in
connection with enforcing any repurchase, substitution or
indemnification obligation of any Seller (other than an Affiliate
of the Company) pursuant to the related Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a)
pursuant to Section 3.14 in good faith in connection with the
restoration of property damaged by an Uninsured Cause, and (b) in
connection with the liquidation of a Mortgage Loan or disposition
of an REO Property to the extent not otherwise reimbursed
pursuant to clause (ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial
Account that was not required to be deposited therein pursuant to
Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii),
(v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the
Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying
any withdrawal from the Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan
that the Master Servicer determines to be a Nonrecoverable Advance by
withdrawal from the Custodial Account of amounts on deposit therein
attributable to the Mortgage Loans on any Certificate Account Deposit
Date succeeding the date of such determination. Such right of
reimbursement in respect of a Nonrecoverable Advance on any such
Certificate Account Deposit Date shall be limited to an amount not
exceeding the portion of such advance previously paid to
Certificateholders (and not theretofore reimbursed to the Master
Servicer or the related Subservicer).
SECTION 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to take,
any action which would result in non-coverage under any applicable
Primary Insurance Policy of any loss which, but for the actions of the
Master Servicer or Subservicer, would have been covered thereunder. To
the extent coverage is available, the Master Servicer shall keep or
cause to be kept in full force and effect each such Primary Insurance
Policy until the principal balance of the related Mortgage Loan
secured by a Mortgaged Property is reduced to 80% or less of the
Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that
such Primary Insurance Policy was in place as of the Cut-off Date and
the Company had knowledge of such Primary Insurance Policy. The Master
Servicer shall be entitled to cancel or permit the discontinuation of
any Primary Insurance Policy as to any Mortgage Loan, if the Stated
Principal Balance of the Mortgage Loan is reduced below an amount
equal to 80% of the appraised value of the related Mortgaged Property
as determined in any appraisal thereof after the Closing Date, or if
the Loan-to-Value Ratio is reduced below 80% as a result of principal
payments on the Mortgage Loan after the Closing Date. In the event
that the Company gains knowledge that as of the Closing Date, a
Mortgage Loan had a Loan-to-Value Ratio at origination in excess of
80% and is not the subject of a Primary Insurance Policy (and was not
included in any exception to the representation in Section
2.03(b)(iv)) and that such Mortgage Loan has a current Loan-to-Value
Ratio in excess of 80% then the Master Servicer shall use its
reasonable efforts to obtain and maintain a Primary Insurance Policy
to the extent that such a policy is obtainable at a reasonable price.
The Master Servicer shall not cancel or refuse to renew any such
Primary Insurance Policy applicable to a Nonsubserviced Mortgage Loan,
or consent to any Subservicer canceling or refusing to renew any such
Primary Insurance Policy applicable to a Mortgage Loan subserviced by
it, that is in effect at the date of the initial issuance of the
Certificates and is required to be kept in force hereunder unless the
replacement Primary Insurance Policy for such canceled or non-renewed
policy is maintained with an insurer whose claims-paying ability is
acceptable to each Rating Agency for mortgage pass-through
certificates having a rating equal to or better than the lower of the
then-current rating or the rating assigned to the Certificates as of
the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present or to cause the
related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the
Insurer under any Primary Insurance Policies, in a timely manner in
accordance with such policies, and, in this regard, to take or cause
to be taken such reasonable action as shall be necessary to permit
recovery under any Primary Insurance Policies respecting defaulted
Mortgage Loans. Pursuant to Section 3.07, any Insurance Proceeds
collected by or remitted to the Master Servicer under any Primary
Insurance Policies shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 3.10.
SECTION 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan (other than a Cooperative Loan) fire insurance with extended
coverage in an amount which is equal to the lesser of the principal
balance owing on such Mortgage Loan or 100 percent of the insurable
value of the improvements; provided, however, that such coverage may
not be less than the minimum amount required to fully compensate for
any loss or damage on a replacement cost basis. To the extent it may
do so without breaching the related Subservicing Agreement, the Master
Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be maintained. The Master
Servicer shall also cause to be maintained on property acquired upon
foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan
(other than a Cooperative Loan), fire insurance with extended coverage
in an amount which is at least equal to the amount necessary to avoid
the application of any co-insurance clause contained in the related
hazard insurance policy. Pursuant to Section 3.07, any amounts
collected by the Master Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related
Mortgaged Property or property thus acquired or amounts released to
the Mortgagor in accordance with the Master Servicer's normal
servicing procedures) shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 3.10. Any cost incurred by
the Master Servicer in maintaining any such insurance shall not, for
the purpose of calculating monthly distributions to the
Certificateholders, be added to the amount owing under the Mortgage
Loan, notwithstanding that the terms of the Mortgage Loan so permit.
Such costs shall be recoverable by the Master Servicer out of related
late payments by the Mortgagor or out of Insurance Proceeds and
Liquidation Proceeds to the extent permitted by Section 3.10. It is
understood and agreed that no earthquake or other additional insurance
is to be required of any Mortgagor or maintained on property acquired
in respect of a Mortgage Loan other than pursuant to such applicable
laws and regulations as shall at any time be in force and as shall
require such additional insurance. Whenever the improvements securing
a Mortgage Loan (other than a Cooperative Loan) are located at the
time of origination of such Mortgage Loan in a federally designated
special flood hazard area, the Master Servicer shall cause flood
insurance (to the extent available) to be maintained in respect
thereof. Such flood insurance shall be in an amount equal to the
lesser of (i) the amount required to compensate for any loss or damage
to the Mortgaged Property on a replacement cost basis and (ii) the
maximum amount of such insurance available for the related Mortgaged
Property under the national flood insurance program (assuming that the
area in which such Mortgaged Property is located is participating in
such program).
In the event that the Master Servicer shall obtain and maintain a
blanket fire insurance policy with extended coverage insuring against
hazard losses on all of the Mortgage Loans, it shall conclusively be
deemed to have satisfied its obligations as set forth in the first
sentence of this Section 3.12(a), it being understood and agreed that
such policy may contain a deductible clause, in which case the Master
Servicer shall, in the event that there shall not have been maintained
on the related Mortgaged Property a policy complying with the first
sentence of this Section 3.12(a) and there shall have been a loss
which would have been covered by such policy, deposit in the
Certificate Account the amount not otherwise payable under the blanket
policy because of such deductible clause. Any such deposit by the
Master Servicer shall be made on the Certificate Account Deposit Date
next preceding the Distribution Date which occurs in the month
following the month in which payments under any such policy would have
been deposited in the Custodial Account. In connection with its
activities as administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on behalf of itself, the Trustee
and the Certificateholders, claims under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a
blanket fidelity bond and an errors and omissions insurance policy
covering the Master Servicer's officers and employees and other
persons acting on behalf of the Master Servicer in connection with its
activities under this Agreement. The amount of coverage shall be at
least equal to the coverage that would be required by FNMA or FHLMC,
whichever is greater, with respect to the Master Servicer if the
Master Servicer were servicing and administering the Mortgage Loans
for FNMA or FHLMC. In the event that any such bond or policy ceases to
be in effect, the Master Servicer shall obtain a comparable
replacement bond or policy from an issuer or insurer, as the case may
be, meeting the requirements, if any, of the Program Guide and
acceptable to the Company. Coverage of the Master Servicer under a
policy or bond obtained by an Affiliate of the Master Servicer and
providing the coverage required by this Section 3.12(b) shall satisfy
the requirements of this Section 3.12(b).
SECTION 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such
conveyance, shall enforce any due-on-sale clause contained in any
Mortgage Note or Mortgage, to the extent permitted under applicable
law and governmental regulations, but only to the extent that such
enforcement will not adversely affect or jeopardize coverage under any
Required Insurance Policy. Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in default
under this Section 3.13(a) by reason of any transfer or
assumption which the Master Servicer is restricted by law from
preventing; and
(ii) if the Master Servicer determines that it is reasonably
likely that any Mortgagor will bring, or if any Mortgagor does
bring, legal action to declare invalid or otherwise avoid
enforcement of a due-on-sale clause contained in any Mortgage
Note or Mortgage, the Master Servicer shall not be required to
enforce the due-on-sale clause or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in
which a Mortgaged Property is to be conveyed to a Person by a
Mortgagor, and such Person is to enter into an assumption or
modification agreement or supplement to the Mortgage Note or Mortgage
which requires the signature of the Trustee, or if an instrument of
release signed by the Trustee is required releasing the Mortgagor from
liability on the Mortgage Loan, the Master Servicer is authorized,
subject to the requirements of the sentence next following, to execute
and deliver, on behalf of the Trustee, the assumption agreement with
the Person to whom the Mortgaged Property is to be conveyed and such
modification agreement or supplement to the Mortgage Note or Mortgage
or other instruments as are reasonable or necessary to carry out the
terms of the Mortgage Note or Mortgage or otherwise to comply with any
applicable laws regarding assumptions or the transfer of the Mortgaged
Property to such Person; provided, however, none of such terms and
requirements shall both (i) constitute a "significant modification"
effecting an exchange or reissuance of such Mortgage Loan under the
Code (or final, temporary or proposed Treasury Regulations promulgated
thereunder) and (ii) cause the Trust Fund to fail to qualify as a
REMIC under the Code or (subject to Section 10.01(f)), result in the
imposition of any tax on "prohibited transactions" or constitute
"contributions" after the start-up date under the REMIC Provisions.
The Master Servicer shall execute and deliver such documents only if
it reasonably determines that (i) its execution and delivery thereof
will not conflict with or violate any terms of this Agreement or cause
the unpaid balance and interest on the Mortgage Loan to be
uncollectible in whole or in part, (ii) any required consents of
insurers under any Required Insurance Policies have been obtained and
(iii) subsequent to the closing of the transaction involving the
assumption or transfer (A) the Mortgage Loan will continue to be
secured by a first mortgage lien pursuant to the terms of the
Mortgage, (B) such transaction will not adversely affect the coverage
under any Required Insurance Policies, (C) the Mortgage Loan will
fully amortize over the remaining term thereof, (D) no material term
of the Mortgage Loan (including the interest rate on the Mortgage
Loan) will be altered nor will the term of the Mortgage Loan be
changed and (E) if the seller/transferor of the Mortgaged Property is
to be released from liability on the Mortgage Loan, such release will
not (based on the Master Servicer's or Subservicer's good faith
determination) adversely affect the collectability of the Mortgage
Loan. Upon receipt of appropriate instructions from the Master
Servicer in accordance with the foregoing, the Trustee shall execute
any necessary instruments for such assumption or substitution of
liability as directed in writing by the Master Servicer. Upon the
closing of the transactions contemplated by such documents, the Master
Servicer shall cause the originals or true and correct copies of the
assumption agreement, the release (if any), or the modification or
supplement to the Mortgage Note or Mortgage to be delivered to the
Trustee or the Custodian and deposited with the Mortgage File for such
Mortgage Loan. Any fee collected by the Master Servicer or such
related Subservicer for entering into an assumption or substitution of
liability agreement will be retained by the Master Servicer or such
Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial
release of the related Mortgaged Property, the granting of an easement
thereon in favor of another Person, any alteration or demolition of
the related Mortgaged Property or other similar matters if it has
determined, exercising its good faith business judgment in the same
manner as it would if it were the owner of the related Mortgage Loan,
that the security for, and the timely and full collectability of, such
Mortgage Loan would not be adversely affected thereby and that the
Trust Fund would not fail to continue to qualify as a REMIC under the
Code as a result thereof and (subject to Section 10.01(f)) that no tax
on "prohibited transactions" or "contributions" after the startup day
would be imposed on the REMIC as a result thereof. Any fee collected
by the Master Servicer or the related Subservicer for processing such
a request will be retained by the Master Servicer or such Subservicer
as additional servicing compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to
approve an assignment in lieu of satisfaction with respect to any
Mortgage Loan, provided the obligee with respect to such Mortgage Loan
following such proposed assignment provides the Trustee and Master
Servicer with a "Lender Certification for Assignment of Mortgage Loan"
in the form attached hereto as Exhibit O, in form and substance
satisfactory to the Trustee and Master Servicer, providing the
following: (i) that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of
satisfaction is required to preserve lien priority, minimize or avoid
mortgage recording taxes or otherwise comply with, or facilitate a
refinancing under, the laws of such jurisdiction; (ii) that the
substance of the assignment is, and is intended to be, a refinancing
of such Mortgage Loan and that the form of the transaction is solely
to comply with, or facilitate the transaction under, such local laws;
(iii) that the Mortgage Loan following the proposed assignment will
have a rate of interest at least 0.25 percent below or above the rate
of interest on such Mortgage Loan prior to such proposed assignment;
and (iv) that such assignment is at the request of the borrower under
the related Mortgage Loan. Upon approval of an assignment in lieu of
satisfaction with respect to any Mortgage Loan, the Master Servicer
shall receive cash in an amount equal to the unpaid principal balance
of and accrued interest on such Mortgage Loan and the Master Servicer
shall treat such amount as a Principal Prepayment in Full with respect
to such Mortgage Loan for all purposes hereof.
SECTION 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of
properties securing such of the Mortgage Loans as come into and
continue in default and as to which no satisfactory arrangements can
be made for collection of delinquent payments pursuant to Section
3.07. In connection with such foreclosure or other conversion, the
Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as
shall be normal and usual in its general mortgage servicing activities
and as shall be required or permitted by the Program Guide; provided
that the Master Servicer shall not be liable in any respect hereunder
if the Master Servicer is acting in connection with any such
foreclosure or other conversion in a manner that is consistent with
the provisions of this Agreement. The Master Servicer, however, shall
not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure
which is not completed, or towards the restoration of any property
unless it shall determine (i) that such restoration and/or foreclosure
will increase the proceeds of liquidation of the Mortgage Loan to
Holders of Certificates of one or more Classes after reimbursement to
itself for such expenses or charges and (ii) that such expenses or
charges will be recoverable to it through Liquidation Proceeds,
Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account
pursuant to Section 3.10, whether or not such expenses and charges are
actually recoverable from related Liquidation Proceeds, Insurance
Proceeds or REO Proceeds). In the event of a determination by the
Master Servicer pursuant to this Section 3.14(a), the Master Servicer
shall be entitled to reimbursement of such amounts pursuant to Section
3.10. Concurrently with the foregoing, the Master Servicer may pursue
any remedies that may be available in connection with a breach of a
representation and warranty with respect to any such Mortgage Loan in
accordance with Sections 2.03 and 2.04. However, the Master Servicer
is not required to continue to pursue both foreclosure (or similar
remedies) with respect to the Mortgage Loans and remedies in
connection with a breach of a representation and warranty if the
Master Servicer determines in its reasonable discretion that one such
remedy is more likely to result in a greater recovery as to the
Mortgage Loan. Upon the occurrence of a Cash Liquidation or REO
Disposition, following the deposit in the Custodial Account of all
Insurance Proceeds, Liquidation Proceeds and other payments and
recoveries referred to in the definition of "Cash Liquidation" or "REO
Disposition," as applicable, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the
Trustee or any Custodian, as the case may be, shall release to the
Master Servicer the related Mortgage File and the Trustee shall
execute and deliver such instruments of transfer or assignment
prepared by the Master Servicer, in each case without recourse, as
shall be necessary to vest in the Master Servicer or its designee, as
the case may be, the related Mortgage Loan, and thereafter such
Mortgage Loan shall not be part of the Trust Fund. Notwithstanding the
foregoing or any other provision of this Agreement, in the Master
Servicer's sole discretion with respect to any defaulted Mortgage Loan
or REO Property as to either of the following provisions, (i) a Cash
Liquidation or REO Disposition may be deemed to have occurred if
substantially all amounts expected by the Master Servicer to be
received in connection with the related defaulted Mortgage Loan or REO
Property have been received, and (ii) for purposes of determining the
amount of any Liquidation Proceeds, Insurance Proceeds, REO Proceeds
or any other unscheduled collections or the amount of any Realized
Loss, the Master Servicer may take into account minimal amounts of
additional receipts expected to be received or any estimated
additional liquidation expenses expected to be incurred in connection
with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by the
Trust Fund as an REO Property by foreclosure or by deed in lieu of
foreclosure, the deed or certificate of sale shall be issued to the
Trustee or to its nominee on behalf of Certificateholders.
Notwithstanding any such acquisition of title and cancellation of the
related Mortgage Loan, such REO Property shall (except as otherwise
expressly provided herein) be considered to be an Outstanding Mortgage
Loan held in the Trust Fund until such time as the REO Property shall
be sold. Consistent with the foregoing for purposes of all
calculations hereunder so long as such REO Property shall be
considered to be an Outstanding Mortgage Loan it shall be assumed
that, notwithstanding that the indebtedness evidenced by the related
Mortgage Note shall have been discharged, such Mortgage Note and the
related amortization schedule in effect at the time of any such
acquisition of title (after giving effect to any previous Curtailments
and before any adjustment thereto by reason of any bankruptcy or
similar proceeding or any moratorium or similar waiver or grace
period) remain in effect.
(c) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent
default on a Mortgage Loan, the Master Servicer on behalf of the Trust
Fund shall dispose of such REO Property within two years of its
acquisition by the Trust Fund for purposes of Section 860G(a)(8) of
the Code or, at the expense of the Trust Fund, request, more than 60
days before the day on which such grace period would otherwise expire,
an extension of such grace period unless the Master Servicer (subject
to Section 10.01(f)) obtains for the Trustee an Opinion of Counsel,
addressed to the Trustee and the Master Servicer, to the effect that
the holding by the Trust Fund of such REO Property subsequent to such
period will not result in the imposition of taxes on "prohibited
transactions" as defined in Section 860F of the Code or cause the
Trust Fund to fail to qualify as a REMIC (for federal (or any
applicable State or local) income tax purposes) at any time that any
Certificates are outstanding, in which case the Trust Fund may
continue to hold such REO Property (subject to any conditions
contained in such Opinion of Counsel). The Master Servicer shall be
entitled to be reimbursed from the Custodial Account for any costs
incurred in obtaining such Opinion of Counsel, as provided in Section
3.10. Notwithstanding any other provision of this Agreement, no REO
Property acquired by the Trust Fund shall be rented (or allowed to
continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would (i) cause
such REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code or (ii) subject the
Trust Fund to the imposition of any federal income taxes on the income
earned from such REO Property, including any taxes imposed by reason
of Section 860G(c) of the Code, unless the Master Servicer has agreed
to indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this
Agreement, as well as any recovery resulting from a collection of
Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be
applied in the following order of priority: first, to reimburse the
Master Servicer or the related Subservicer in accordance with Section
3.10(a)(ii); second, to the Certificateholders to the extent of
accrued and unpaid interest on the Mortgage Loan, and any related REO
Imputed Interest, at the Net Mortgage Rate (or the Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan) to the Due Date
prior to the Distribution Date on which such amounts are to be
distributed; third, to the Certificateholders as a recovery of
principal on the Mortgage Loan (or REO Property)(provided that if any
such Class of Certificates to which such Realized Loss was allocated
is no longer outstanding, such subsequent recovery shall be
distributed to the persons who were the Holders of such Class of
Certificates when it was retired); fourth, to all Servicing Fees and
Subservicing Fees payable therefrom (and the Master Servicer and the
Subservicer shall have no claims for any deficiencies with respect to
such fees which result from the foregoing allocation); and fifth, to
Foreclosure Profits.
SECTION 3.15. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment
in full will be escrowed in a manner customary for such purposes, the
Master Servicer will immediately notify the Trustee (if it holds the
related Mortgage File) or the Custodian by a certification of a
Servicing Officer (which certification shall include a statement to
the effect that all amounts received or to be received in connection
with such payment which are required to be deposited in the Custodial
Account pursuant to Section 3.07 have been or will be so deposited),
substantially in one of the forms attached hereto as Exhibit H
requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or
cause the Custodian to release, the related Mortgage File to the
Master Servicer. The Master Servicer is authorized to execute and
deliver to the Mortgagor the request for reconveyance, deed of
reconveyance or release or satisfaction of mortgage or such instrument
releasing the lien of the Mortgage, together with the Mortgage Note
with, as appropriate, written evidence of cancellation thereon. No
expenses incurred in connection with any instrument of satisfaction or
deed of reconveyance shall be chargeable to the Custodial Account or
the Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the
Custodian, with a copy to the Trustee, a certificate of a Servicing
Officer substantially in one of the forms attached as Exhibit H
hereto, requesting that possession of all, or any document
constituting part of, the Mortgage File be released to the Master
Servicer and certifying as to the reason for such release and that
such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy. Upon
receipt of the foregoing, the Trustee shall deliver, or cause the
Custodian to deliver, the Mortgage File or any document therein to the
Master Servicer. The Master Servicer shall cause each Mortgage File or
any document therein so released to be returned to the Trustee, or the
Custodian as agent for the Trustee when the need therefor by the
Master Servicer no longer exists, unless (i) the Mortgage Loan has
been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage
File or such document has been delivered directly or through a
Subservicer to an attorney, or to a public trustee or other public
official as required by law, for purposes of initiating or pursuing
legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer
has delivered directly or through a Subservicer to the Trustee a
certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was
delivered and the purpose or purposes of such delivery. In the event
of the liquidation of a Mortgage Loan, the Trustee shall deliver the
Request for Release with respect thereto to the Master Servicer upon
deposit of the related Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court
pleadings, requests for trustee's sale or other documents necessary to
the foreclosure or trustee's sale in respect of a Mortgaged Property
or to any legal action brought to obtain judgment against any
Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency
judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity.
Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a
Servicing Officer requesting that such pleadings or documents be
executed by the Trustee and certifying as to the reason such documents
or pleadings are required and that the execution and delivery thereof
by the Trustee will not invalidate any insurance coverage under any
Required Insurance Policy or invalidate or otherwise affect the lien
of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure or trustee's sale.
SECTION 3.16. Servicing and Other Compensation; Compensating Interest.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts
provided for by clauses (iii), (iv), (v) and (vi) of Section 3.10(a),
subject to clause (e) below. The amount of servicing compensation
provided for in such clauses shall be accounted for on a Mortgage
Loan-by-Mortgage Loan basis. In the event that Liquidation Proceeds,
Insurance Proceeds and REO Proceeds (net of amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of
such Mortgage Loan plus unpaid interest accrued thereon (including REO
Imputed Interest) at the related Net Mortgage Rate (or the Modified
Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall be entitled to retain therefrom and to pay to itself
and/or the related Subservicer any Servicing Fee or Subservicing Fee
considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in
the Custodial Account or the Certificate Account or otherwise shall be
retained by the Master Servicer or the Subservicer to the extent
provided herein, subject to clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid, all
expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance
Policies, if any, to the extent such premiums are not required to be
paid by the related Mortgagors, and the fees and expenses of the
Trustee and any Custodian) and shall not be entitled to reimbursement
therefor except as specifically provided in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may not
be transferred in whole or in part except in connection with the
transfer of all of its responsibilities and obligations of the Master
Servicer under this Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for
its activities hereunder for the period ending on each Distribution
Date shall be reduced (but not below zero) by an amount equal to
Compensating Interest (if any) for such Distribution Date. Such
reduction shall be applied during such period as follows: first, to
any Servicing Fee or Subservicing Fee to which the Master Servicer is
entitled pursuant to Section 3.10(a)(iii); second, to any income or
gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is
entitled pursuant to Sections 3.07(c) or 4.01(b), respectively; and
third, to any amounts of servicing compensation to which the Master
Servicer is entitled pursuant to Section 3.10(a)(v) or (vi). In making
such reduction, the Master Servicer (i) will not withdraw from the
Custodial Account any such amount representing all or a portion of the
Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or
Certificate Account any such amount to which it is entitled pursuant
to Section 3.07(c) or 4.01(b) and (iii) will not withdraw from the
Custodial Account any such amount of servicing compensation to which
it is entitled pursuant to Section 3.10(a)(v) or (vi).
SECTION 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
SECTION 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
SECTION 3.19. Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
SECTION 3.20. Rights of the Company in Respect of the Master Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
SECTION 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements
for a Subservicing Account (the "Buydown Account"). The Master
Servicer shall cause the Subservicing Agreement to require that upon
receipt from the Mortgagor of the amount due on a Due Date for each
Buydown Mortgage Loan, the Subservicer will withdraw from the Buydown
Account the predetermined amount that, when added to the amount due on
such date from the Mortgagor, equals the full Monthly Payment and
transmit that amount in accordance with the terms of the Subservicing
Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety during the period (the "Buydown Period") when Buydown Funds
are required to be applied to such Buydown Mortgage Loan, the
Subservicer shall be required to withdraw from the Buydown Account and
remit any Buydown Funds remaining in the Buydown Account in accordance
with the related buydown agreement. The amount of Buydown Funds which
may be remitted in accordance with the related buydown agreement may
reduce the amount required to be paid by the Mortgagor to fully prepay
the related Mortgage Loan. If the Mortgagor on a Buydown Mortgage Loan
defaults on such Mortgage Loan during the Buydown Period and the
property securing such Buydown Mortgage Loan is sold in the
liquidation thereof (either by the Master Servicer or the insurer
under any related Primary Insurance Policy), the Subservicer shall be
required to withdraw from the Buydown Account the Buydown Funds for
such Buydown Mortgage Loan still held in the Buydown Account and remit
the same to the Master Servicer in accordance with the terms of the
Subservicing Agreement for deposit in the Custodial Account or, if
instructed by the Master Servicer, pay to the insurer under any
related Primary Insurance Policy if the Mortgaged Property is
transferred to such insurer and such insurer pays all of the loss
incurred in respect of such default. Any amount so remitted pursuant
to the preceding sentence will be deemed to reduce the amount owed on
the Mortgage Loan.
ARTICLE 4
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall
cause to be deposited on behalf of the Trustee on or before 2:00 P.M.
New York time on each Certificate Account Deposit Date by wire
transfer of immediately available funds an amount equal to the sum of
(i) any Advance for the immediately succeeding Distribution Date, (ii)
any amount required to be deposited in the Certificate Account
pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section
4.07, (iv) any amount required to be paid pursuant to Section 9.01,
and (v) all other amounts constituting the Available Distribution
Amount for the immediately succeeding Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to
invest the funds in the Certificate Account in Permitted Investments
designated in the name of the Trustee for the benefit of the
Certificateholders, which shall mature not later than the Business Day
next preceding the Distribution Date next following the date of such
investment (except that (i) any investment in the institution with
which the Certificate Account is maintained may mature on such
Distribution Date and (ii) any other investment may mature on such
Distribution Date if the Trustee shall advance funds on such
Distribution Date to the Certificate Account in the amount payable on
such investment on such Distribution Date, pending receipt thereof to
the extent necessary to make distributions on the Certificates) and
shall not be sold or disposed of prior to maturity. Subject to Section
3.16(e), all income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be subject to its
withdrawal or order from time to time. The amount of any losses
incurred in respect of any such investments shall be deposited in the
Certificate Account by the Master Servicer out of its own funds
immediately as realized without any right of reimbursement.
SECTION 4.02. Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall
distribute to the Master Servicer, in the case of a distribution
pursuant to Section 4.02(a)(iii), the amount required to be
distributed to the Master Servicer or a Subservicer pursuant to
Section 4.02(a)(iii) and to each Certificateholder of record on the
next preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately available
funds (by wire transfer or otherwise) to the account of such
Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder has so notified the
Master Servicer or the Paying Agent, as the case may be, or, if such
Certificateholder has not so notified the Master Servicer or the
Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of such Holder appearing in the
Certificate Register such Certificateholder's share (which share (A)
with respect to each Class of Certificates (other than any Subclass of
the Class A-3 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-3 Certificates, shall be equal to the amount (if any)
distributed pursuant to Section 4.02(a)(i) below to each Holder of a
Subclass thereof) of the following amounts, in the following order of
priority (subject to the provisions of Section 4.02(b)), in the case
of amounts payable to the Master Servicer, to the extent of the
Available Distribution Amount:
(i) to the Class A Certificateholders (other than the Class
A-2 Certificateholders) and Class R Certificateholders, on a pro
rata basis based on Accrued Certificate Interest payable on such
Certificates with respect to such Distribution Date, Accrued
Certificate Interest on such Classes of Certificates (or
Subclasses, if any, with respect to the Class A-3 Certificates)
for such Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a);
and
(ii) (X) to the Class A-2 Certificateholders, the Class A-2
Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than Class
A-2 Certificateholders) and Class R Certificateholders, in
the priorities and amounts set forth in Section 4.02(b)(ii)
and (iii) and Sections 4.02(c) and (d), the sum of the
following (applied to reduce the Certificate Principal
Balances of such Class A Certificates or Class R
Certificates, as applicable):
(A) the Senior Percentage for such Distribution Date times the sum of the
following:
(1) the principal portion of each Monthly Payment due
during the related Due Period on each Outstanding Mortgage
Loan (other than the related Discount Fraction of the
principal portion of such payment with respect to a Discount
Mortgage Loan), whether or not received on or prior to the
related Determination Date, minus the principal portion of
any Debt Service Reduction (other than the related Discount
Fraction of the principal portion of such Debt Service
Reductions with respect to each Discount Mortgage Loan)
which together with other Bankruptcy Losses exceeds the
Bankruptcy Amount;
(2) the Stated Principal Balance of any Mortgage Loan
repurchased during the related Prepayment Period (or deemed
to have been so repurchased in accordance with Section
3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or 4.07 and
the amount of any shortfall deposited in the Custodial
Account in connection with the substitution of a Deleted
Mortgage Loan pursuant to Section 2.03 or 2.04 during the
related Prepayment Period (other than the related Discount
Fraction of such Stated Principal Balance or shortfall with
respect to a Discount Mortgage Loan); and
(3) the principal portion of all other unscheduled
collections (other than Principal Prepayments in Full and
Curtailments and amounts received in connection with a Cash
Liquidation or REO Disposition of a Mortgage Loan described
in Section 4.02(a)(ii)(Y)(B), including without limitation
Insurance Proceeds, Liquidation Proceeds and REO Proceeds)
received during the related Prepayment Period (or deemed to
have been so received in accordance with Section 3.07(b)) to
the extent applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section
3.14 (other than the related Discount Fraction of the
principal portion of such unscheduled, collections, with
respect to a Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for which a Cash Liquidation or a
REO Disposition occurred during the related Prepayment Period (or was deemed to
have occurred during such period in accordance with Section 3.07(b)) and did not
result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, an amount equal to the lesser of (a)
the Senior Percentage for such Distribution Date times the Stated Principal
Balance of such Mortgage Loan (other than the related Discount Fraction of such
Stated Principal Balance, with respect to a Discount Mortgage Loan) and (b) the
Senior Accelerated Distribution Percentage for such Distribution Date times the
related unscheduled collections (including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) to the extent applied by the
Master Servicer as recoveries of principal of the related Mortgage Loan pursuant
to Section 3.14 (in each case other than the portion of such unscheduled
collections, with respect to a Discount Mortgage Loan included in Section
4.02(b)(i)(C));
(C) the Senior Accelerated Distribution Percentage for such Distribution
Date times the aggregate of all Principal Prepayments in Full and Curtailments
received in the related Prepayment Period (other than the related Discount
Fraction of such Principal Prepayments in Full and Curtailments, with respect to
a Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount for such Distribution Date; and
(E) any amounts described in subsection (ii)(Y), clauses (A) through (C) of
this Section 4.02(a), as determined for any previous Distribution Date, which
remain unpaid after application of amounts previously distributed pursuant to
this clause (E) to the extent that such amounts are not attributable to Realized
Losses which have been allocated to the Class M Certificates or Class B
Certificates;
(iii) if the Certificate Principal Balances of the Class M
Certificates and Class B Certificates have not been reduced to zero,
to the Master Servicer or a Subservicer, by remitting for deposit to
the Custodial Account, to the extent of and in reimbursement for any
Advances or Subservicer Advances previously made with respect to any
Mortgage Loan or REO Property which remain unreimbursed in whole or in
part following the Cash Liquidation or REO Disposition of such
Mortgage Loan or REO Property, minus any such Advances that were made
with respect to delinquencies that ultimately constituted Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses
or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount equal
to (x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the amount of any
Class A-2 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent
the amounts available pursuant to clause (x) of Sections 4.02(a)(vii),
(ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor, applied
in reduction of the Certificate Principal Balance of the Class M-1
Certificates;
(vi) to the Holders of the Class M-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date, minus (y) the amount
of any Class A-2 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent
the amounts available pursuant to clause (x) of Sections 4.02(a)(ix),
(xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class M-2
Certificates;
(viii) to the Holders of the Class M-3 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date minus (y) the amount
of any Class A-2 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent
the amounts available pursuant to clause (x) of Sections 4.02(a)(xi),
(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction
of the Certificate Principal Balance of the Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date minus (y) the amount
of any Class A-2 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent
the amounts available pursuant to clause (x) of Sections
4.02(a)(xiii), (xiv) and (xv) are insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class B-1
Certificates;
(xii) to the Holders of the Class B-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date minus (y) the amount
of any Class A-2 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent
the amounts available pursuant to clause (x) of Sections 4.02(a)(xiv)
and (xv) are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an amount
equal to (x) the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as
provided below minus (y) the amount of any Class A-2 Collection
Shortfalls for such Distribution Date or remaining unpaid for all
previous Distribution Dates to the extent the amounts available
pursuant to clause (x) of Section 4.02(a)(xv) are insufficient
therefor;
(xv) to the Holders of the Class B-3 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date minus (y) the amount
of any Class A-2 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates applied in
reduction of the Certificate Principal Balance of the Class B-3
Certificates;
(xvi) to the Class A Certificateholders and Class R
Certificateholders in the priority set forth in Section 4.02(b), the
portion, if any, of the Available Distribution Amount remaining after
the foregoing distributions, applied to reduce the Certificate
Principal Balances of such Class A Certificates and Class R
Certificates, but in no event more than the aggregate of the
outstanding Certificate Principal Balances of each such Class of Class
A Certificates and Class R Certificates, and thereafter, to each Class
of Class M Certificates then outstanding beginning with such Class
with the lowest numerical designation, any portion of the Available
Distribution Amount remaining after the Class A Certificates and Class
R Certificates have been retired, applied to reduce the Certificate
Principal Balance of each such Class of Class M Certificates, but in
no event more than the outstanding Certificate Principal Balance of
each such Class of Class M Certificates; and thereafter to each such
Class of Class B Certificates then outstanding beginning with such
Class with the lowest numerical designation, any portion of the
Available Distribution Amount remaining after the Class M Certificates
have been retired, applied to reduce the Certificate Principal Balance
of each such Class of Class B Certificates, but in no event more than
the outstanding Certificate Principal Balance of each such Class of
Class B Certificates; and
(xvii) to the Class R Certificateholders, the balance, if any, of
the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution
Date, with respect to the Class of Class B Certificates outstanding on
such Distribution Date with the highest numerical designation, or in
the event the Class B Certificates are no longer outstanding, the Class
of Class M Certificates then outstanding with the highest numerical
designation, or in the event the Class B Certificates and Class M
Certificates are no longer outstanding, the Class A and Class R
Certificates, Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date will be distributable only to the
extent that such unpaid Accrued Certificate Interest was attributable
to interest shortfalls relating to Nonrecoverable Advances as
determined by the Master Servicer with respect to the related Mortgage
Loan where such Mortgage Loan has not yet been the subject of a Cash
Liquidation or REO Disposition.
(b) Distributions of principal on the Class A Certificates (other than the
Class A-3 Certificates) and Class R Certificates on each Distribution Date
occurring prior to the occurrence of the Credit Support Depletion Date will
be made as follows:
(i) first, to the Class A-2 Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the "Class
A-2 Principal Distribution Amount") equal to the aggregate of:
(A) the related Discount Fraction of the principal
portion of each Monthly Payment on each Discount Mortgage
Loan due during the related Due Period, whether or not
received on or prior to the related Determination Date,
minus the Discount Fraction of the principal portion of any
related Debt Service Reduction which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(B) the related Discount Fraction of the principal
portion of all unscheduled collections on each Discount
Mortgage Loan received during the preceding calendar month
(other than amounts received in connection with a Cash
Liquidation or REO Disposition of a Discount Mortgage Loan
described in clause (C) below), including Principal
Prepayments in Full, Curtailments and repurchases (including
deemed repurchases under Section 3.07(b)) of Discount
Mortgage Loans (or, in the case of a substitution of a
Deleted Mortgage Loan, the Discount Fraction of the amount
of any shortfall deposited in the Custodial Account in
connection with such substitution);
(C) in connection with the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan that did not result
in any Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses, an amount
equal to the lesser of (1) the applicable Discount Fraction
of the Stated Principal Balance of such Discount Mortgage
Loan immediately prior to such Distribution Date and (2) the
aggregate amount of the collections on such Mortgage Loan to
the extent applied as recoveries of principal;
(D) any amounts allocable to principal for any previous
Distribution Date (calculated pursuant to clauses (A)
through (C) above) that remain undistributed; and
(E) the amount of any Class A-2 Collection Shortfalls
for such Distribution Date and the amount of any Class A-2
Collection Shortfalls remaining unpaid for all previous
Distribution Dates, but only to the extent of the Eligible
Funds for such Distribution Date;
(ii) the Senior Principal Distribution Amount shall be distributed to
the Class R Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; and
(iii) the balance of the Senior Principal Distribution Amount
remaining after the distributions, if any, described in Section 4.02(b)(ii)
above shall be distributed to the Class A-1 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero.
(c) On or after the occurrence of the Credit Support Depletion Date, all
priorities relating to distributions as described above in respect of
principal among the various classes of Senior Certificates (other than the
Class A-2 Certificates) will be disregarded and an amount equal to the
Discount Fraction of the principal portion of scheduled or unscheduled
payments received or advanced in respect of Discount Mortgage Loans will be
distributed to the Class A-2 Certificates and the Senior Principal
Distribution Amount will be distributed among all classes of Senior
Certificates (other than the Class A-2 Certificates) pro rata in accordance
with their respective outstanding Certificate Principal Balances.
(d) After reduction of the Certificate Principal Balances of the Class A
Certificates (other than the Class A-2 Certificates) and Class R
Certificates to zero but prior to the occurrence of the Credit Support
Depletion Date, the Class A Certificates (other than the Class A-2
Certificates) and Class R Certificates will be entitled to no further
distributions of principal thereon and the Available Distribution Amount
will be paid solely to the holders of the Class A-2, Class 3, Class M and
Class B Certificates, in each case as described herein.
(e) In addition to the foregoing distributions, with respect to any Mortgage
Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two
years of the date on which such Realized Loss was determined to have
occurred the Master Servicer receives amounts, which the Master Servicer
reasonably believes to represent subsequent recoveries (net of any related
liquidation expenses), or determines that it holds surplus amounts
previously reserved to cover estimated expenses, specifically related to
such Mortgage Loan (including, but not limited to, recoveries in respect of
the representations and warranties made by the related Seller pursuant to
the applicable Seller's Agreement), the Master Servicer shall distribute
such amounts to the applicable Certificateholders of the Class or Classes
to which such Realized Loss was allocated (with the amounts to be
distributed allocated among such Classes in the same proportions as such
Realized Loss was allocated), and within each such Class to the
Certificateholders of record as of the Record Date immediately preceding
the date of such distribution (or if such Class of Certificates is no
longer outstanding, to the Certificateholders of record at the time that
such Realized Loss was allocated); provided that no such distribution to
any Class of Certificates of subsequent recoveries related to a Mortgage
Loan shall exceed, either individually or in the aggregate and together
with any other amounts paid in reimbursement therefor, the amount of the
related Realized Loss that was allocated to such Class of Certificates.
Notwithstanding the foregoing, no such distribution shall be made with
respect to the Certificates of any Class to the extent that either (i) such
Class was protected against the related Realized Loss pursuant to any
instrument or fund established under Section 11.01(e) or (ii) such Class of
Certificates has been deposited into a separate trust fund or other
structuring vehicle and separate certificates or other instruments
representing interests therein have been issued in one or more classes, and
any of such separate certificates or other instruments was protected
against the related Realized Loss pursuant to any limited guaranty, payment
obligation, irrevocable letter of credit, surety bond, insurance policy or
similar instrument or a reserve fund, or a combination thereof. Any amount
to be so distributed shall be distributed by the Master Servicer to the
Certificateholders of record as of the Record Date immediately preceding
the date of such distribution (i) with respect to the Certificates of any
Class (other than the Class A-3 Certificates), on a pro rata basis based on
the Percentage Interest represented by each Certificate of such Class as of
such Record Date and (ii) with respect to the Class A-3 Certificates, to
the Class A-3 Certificates or any Subclass thereof in the same proportion
as the related Realized Loss was allocated. Any amounts to be so
distributed shall not be remitted to or distributed from the Trust Fund,
and shall constitute subsequent recoveries with respect to Mortgage Loans
that are no longer assets of the Trust Fund.
(f) Each distribution with respect to a Book-Entry Certificate shall be paid to
the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each
indirect participating brokerage firm (a "brokerage firm" or "indirect
participating firm") for which it acts as agent. Each brokerage firm shall
be responsible for disbursing funds to the Certificate Owners that it
represents. None of the Trustee, the Certificate Registrar, the Company or
the Master Servicer shall have any responsibility therefor except as
otherwise provided by this Agreement or applicable law.
(g) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final distribution with respect to any Class of
Certificates will be made on the next Distribution Date, the Master
Servicer shall, no later than the Determination Date in the month of such
final distribution, notify the Trustee and the Trustee shall, no later than
two (2) Business Days after such Determination Date, mail on such date to
each Holder of such Class of Certificates a notice to the effect that: (i)
the Trustee anticipates that the final distribution with respect to such
Class of Certificates will be made on such Distribution Date but only upon
presentation and surrender of such Certificates at the office of the
Trustee or as otherwise specified therein, and (ii) no interest shall
accrue on such Certificates from and after the end of the prior calendar
month. In the event that Certificateholders required to surrender their
Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds
distributable with respect to such Certificates to be withdrawn from the
Certificate Account and credited to a separate escrow account for the
benefit of such Certificateholders as provided in Section 9.01(d).
SECTION 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to the Certificate Account and
with respect to each Distribution Date the Master Servicer shall forward to
the Trustee and the Trustee shall forward by mail to each Holder and the
Company a statement setting forth the following information as to each
Class of Certificates to the extent applicable:
(i) (a) the amount of such distribution to the Certificateholders
of such Class applied to reduce the Certificate Principal Balance
thereof, and (b) the aggregate amount included therein representing
Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable
to such Holders if there were sufficient funds available therefor, the
amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant to
Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage
Loans after giving effect to the distribution of principal on such
Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class of
Certificates, and each of the Senior, Class M and Class B Percentages,
after giving effect to the amounts distributed on such Distribution
Date, separately identifying any reduction thereof due to Realized
Losses other than pursuant to an actual distribution of principal;
(vii) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports furnished to it by
Subservicers, the number and aggregate principal balances of Mortgage
Loans that are delinquent (A) one month, (B) two months and (C) three
months and the number and aggregate principal balance of Mortgage
Loans that are in foreclosure;
(ix) the number, aggregate principal balance and book value of
any REO Properties;
(x) the aggregate Accrued Certificate Interest remaining unpaid,
if any, for each Class of Certificates, after giving effect to the
distribution made on such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy
Amount as of the close of business on such Distribution Date and a
description of any change in the calculation of such amounts;
(xii) the weighted average Pool Strip Rate for such Distribution
Date and the Pass-Through Rate with respect to the Class A-3
Certificates and each Subclass, if any, thereof;
(xiii) the Class A-3 Notional Amount and each Class A-3 Subclass
Notional Amount;
(xiv) the occurrence of the Credit Support Depletion Date;
(xv) the Senior Accelerated Distribution Percentage applicable to
such distribution;
(xvi) the Senior Percentage for such Distribution Date;
(xvii) the aggregate amount of Realized Losses for such
Distribution Date;
(xviii) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or
warranty;
(xix) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on such
Distribution Date;
(xx) the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution
Date; and
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination. In addition to the statement provided to the Trustee as set forth
in this Section 4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall prepare, or cause to be prepared, and shall forward,
or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Certificate, other than a Class R
Certificate, a statement containing the information set forth in clauses
(i) and (ii) of subsection (a) above aggregated for such calendar year or
applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Master Servicer shall be deemed
to have been satisfied to the extent that substantially comparable
information shall be provided by the Master Servicer pursuant to any
requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall prepare, or cause to be prepared, and shall forward,
or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement
containing the applicable distribution information provided pursuant to
this Section 4.03 aggregated for such calendar year or applicable portion
thereof during which such Person was the Holder of a Class R Certificate.
Such obligation of the Master Servicer shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Master Servicer pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master Servicer, as
soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in
the Master Servicer's sole discretion, for purposes of satisfying
applicable reporting requirements under Rule 144A.
SECTION 4.04. Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding each
Determination Date, the Master Servicer shall furnish a written statement
to the Trustee, any Paying Agent and the Company (the information in such
statement to be made available to Certificateholders by the Master Servicer
on request) setting forth (i) the Available Distribution Amount; and (ii)
the amounts required to be withdrawn from the Custodial Account and
deposited into the Certificate Account on the immediately succeeding
Certificate Account Deposit Date pursuant to clause (iii) of Section
4.01(a). The determination by the Master Servicer of such amounts shall, in
the absence of obvious error, be presumptively deemed to be correct for all
purposes hereunder and the Trustee shall be protected in relying upon the
same without any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account Deposit
Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the
Subservicers, an amount equal to the Advances to be made by the Master
Servicer in respect of the related Distribution Date, which shall be in an
aggregate amount equal to the aggregate amount of Monthly Payments (with
each interest portion thereof adjusted to the Net Mortgage Rate), less the
amount of any related Servicing Modifications, Debt Service Reductions or
reductions in the amount of interest collectable from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations then in effect, on the
Outstanding Mortgage Loans as of the related Due Date, which Monthly
Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the
Custodial Account and deposit in the Certificate Account all or a portion
of the Amount Held for Future Distribution in discharge of any such
Advance, or (iii) make advances in the form of any combination of (i) and
(ii) aggregating the amount of such Advance. Any portion of the Amount Held
for Future Distribution so used shall be replaced by the Master Servicer by
deposit in the Certificate Account on or before 11:00 A.M. New York time on
any future Certificate Account Deposit Date to the extent that funds
attributable to the Mortgage Loans that are available in the Custodial
Account for deposit in the Certificate Account on such Certificate Account
Deposit Date shall be less than payments to Certificateholders required to
be made on the following Distribution Date. The Master Servicer shall be
entitled to use any Advance made by a Subservicer as described in Section
3.07(b) that has been deposited in the Custodial Account on or before such
Distribution Date as part of the Advance made by the Master Servicer
pursuant to this Section 4.04. The amount of any reimbursement pursuant to
Section 4.02(a)(iii) in respect of outstanding Advances on any Distribution
Date shall be allocated to specific Monthly Payments due but delinquent for
previous Due Periods, which allocation shall be made, to the extent
practicable, to Monthly Payments which have been delinquent for the longest
period of time. Such allocations shall be conclusive for purposes of
reimbursement to the Master Servicer from recoveries on related Mortgage
Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a Nonrecoverable
Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing
Officer delivered to the Seller and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to
deposit in the Certificate Account an amount equal to the Advance required
to be made for the immediately succeeding Distribution Date, it shall give
notice to the Trustee of its inability to advance (such notice may be given
by telecopy), not later than 3:00 P.M., New York time, on such Business
Day, specifying the portion of such amount that it will be unable to
deposit. Not later than 3:00 P.M., New York time, on the Certificate
Account Deposit Date the Trustee shall, unless by 12:00 Noon, New York
time, on such day the Trustee shall have been notified in writing (by
telecopy) that the Master Servicer shall have directly or indirectly
deposited in the Certificate Account such portion of the amount of the
Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in
accordance with Section 7.01 and (b) assume the rights and obligations of
the Master Servicer hereunder, including the obligation to deposit in the
Certificate Account an amount equal to the Advance for the immediately
succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
SECTION 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine
the total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation
or REO Disposition that occurred during the related Prepayment Period or, in the
case of a Servicing Modification that constitutes a reduction of the interest
rate on a Mortgage Loan, the amount of the reduction in the interest portion of
the Monthly Payment due in the month in which such Distribution Date occurs. The
amount of each Realized Loss shall be evidenced by an Officers' Certificate. All
Realized Losses, other than Excess Special Hazard Losses, Extraordinary Losses,
Excess Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows:
first, to the Class B-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; second, to the Class B-2 Certificates until
the Certificate Principal Balance thereof has been reduced to zero; third, to
the Class B-1 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class M-3 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; fifth, to the
Class M-2 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; sixth, to the Class M-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; and, thereafter, if such
Realized Losses are on a Discount Mortgage Loan, to the Class A-2 Certificates,
in an amount equal to the Discount Fraction of the principal portion thereof,
and the remainder of such Realized Losses and the entire amount of such Realized
Losses on Non-Discount Mortgage Loans among all the Class A Certificates (other
than the Class A-2 Certificates), Class R Certificates on a pro rata basis, as
described below. Any Excess Special Hazard Losses, Excess Bankruptcy Losses,
Excess Fraud Losses and Extraordinary Losses on Non-Discount Mortgage Loans will
be allocated among the Class A (other than the Class A-2 Certificates), Class M,
Class B and Class R Certificates, on a pro rata basis, as described below. The
principal portion of such losses on Discount Mortgage Loans will be allocated to
the Class A-2 Certificates in an amount equal to the related Discount Fraction
thereof, and the remainder of such losses on Discount Mortgage Loans will be
allocated among the Class A Certificates (other than the Class A-2
Certificates), Class M, Class B and Class R Certificates on a pro rata basis, as
described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon for such Distribution Date (without regard
to any Compensating Interest for such Distribution Date) in the case of an
interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Class B Certificates or, after the Certificate Principal
Balances of the Class B Certificates have been reduced to zero, to the Class of
Class M Certificates then outstanding with the highest numerical designation
shall be made by operation of the definition of "Certificate Principal Balance"
and by operation of the provisions of Section 4.02(a). Allocations of the
interest portions of Realized Losses shall be made by operation of the
definition of "Accrued Certificate Interest" and by operation of the provisions
of Section 4.02(a). Allocations of the principal portion of Debt Service
Reductions shall be made by operation of the provisions of Section 4.02(a). All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby; provided that if any Subclasses
of the Class A-3 Certificates have been issued pursuant to Section 5.01(c), such
Realized Losses and other losses allocated to the Class A-3 Certificates shall
be allocated among such Subclasses in proportion to the respective amounts of
Accrued Certificate Interest payable on such Distribution Date that would have
resulted absent such reductions.
SECTION 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
SECTION 4.07. Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan from
the Trustee at the Purchase Price therefor. If at any time the Master Servicer
makes a payment to the Certificate Account covering the amount of the Purchase
Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee
a certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto. Notwithstanding
anything to the contrary in this Section 4.07, the Master Servicer shall
continue to service any such Mortgage Loan after the date of such purchase in
accordance with the terms of this Agreement and, if any Realized Loss with
respect to such Mortgage Loan occurs, allocate such Realized Loss to the Class
or Classes of Certificates that would have borne such Realized Loss in
accordance with the terms hereof as if such Mortgage Loan had not been so
purchased. For purposes of this Agreement, a payment of the Purchase Price by
the Master Servicer pursuant to this Section 4.07 will be viewed as an advance,
and the amount of any Realized Loss shall be recoverable pursuant to the
provisions for the recovery of unreimbursed Advances under Section 4.02(a) or,
to the extent not recoverable under such provisions, as a Nonrecoverable Advance
as set forth herein.
ARTICLE 5
THE CERTIFICATES
SECTION 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates, respectively, shall
be substantially in the forms set forth in Exhibits A, B, C and D and
shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery to or upon the order
of the Company upon receipt by the Trustee or one or more Custodians of the
documents specified in Section 2.01. The Certificates, other than the Class
A-3 and Class R Certificates, shall be issuable in minimum dollar
denominations of $25,000 (or $250,000 in the case of the Class M-2, Class
M-3, Class B-1, Class B-2 and Class B-3 Certificates) and integral
multiples of $1 (in the case of the Class A-1 Certificates) and $1,000 (in
the case of all other Classes of Certificates) in excess thereof, except
that one Certificate of each of the Class A-2, Class M-1, Class M-2, Class
M-3, 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-2 $25,079.09
Class M-1 $25,900.00
Class M-2 $250,500.00
Class M-3 $250,300.00
Class B-1 $250,500.00
Class B-2 $452,200.00
Class B-3 $339,974.15
The Class A-3 and Class R Certificates shall be issuable in minimum
denominations of not less than a 20% Percentage Interest; provided,
however, that one Class R Certificate will be issuable to Residential
Funding as "tax matters person" pursuant to Section 10.01(c) and (e) in a
minimum denomination representing a Percentage Interest of not less than
0.01%. Each Subclass of Class A-3 Certificates shall be issuable as a
single Certificate as provided in Section 5.01(c).
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the
manual or facsimile signatures of individuals who were at any time the
proper officers of the Trustee shall bind the Trustee, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to
the authentication and delivery of such Certificate or did not hold such
offices at the date of such Certificates. No Certificate shall be entitled
to any benefit under this Agreement, or be valid for any purpose, unless
there appears on such Certificate a certificate of authentication
substantially in the form provided for herein executed by the Certificate
Registrar by manual signature, and such certificate upon any Certificate
shall be conclusive evidence, and the only evidence, that such Certificate
has been duly authenticated and delivered hereunder. All Certificates shall
be dated the date of their authentication.
(b) The Class A Certificates, other than the Class A-2 Certificates and Class
A-3 Certificates, shall initially be issued as one or more Certificates
registered in the name of the Depository or its nominee and, except as
provided below, registration of such Certificates may not be transferred by
the Trustee except to another Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. The Certificateholders shall hold their respective Ownership
Interests in and to each of the Class A Certificates, other than the Class
A-2 Certificates and Class A-3 Certificates, through the book-entry
facilities of the Depository and, except as provided below, shall not be
entitled to Definitive Certificates in respect of such Ownership Interests.
All transfers by Certificate Owners of their respective Ownership Interests
in the Book-Entry Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm
representing such Certificate Owner. Each Depository Participant shall
transfer the Ownership Interests only in the Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of
Book-Entry Certificates) deal with the Depository as the authorized
representative of the Certificate Owners with respect to the respective
Classes of Book-Entry Certificates for the purposes of exercising the
rights of Certificateholders hereunder. The rights of Certificate Owners
with respect to the respective Classes of Book-Entry Certificates shall be
limited to those established by law and agreements between such Certificate
Owners and the Depository Participants and brokerage firms representing
such Certificate Owners. Multiple requests and directions from, and votes
of, the Depository as Holder of any Class of Book-Entry Certificates with
respect to any particular matter shall not be deemed inconsistent if they
are made with respect to different Certificate Owners. The Trustee may
establish a reasonable record date in connection with solicitations of
consents from or voting by Certificateholders and shall give notice to the
Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the Depository is
no longer willing or able to properly discharge its responsibilities as
Depository and (B) the Company is unable to locate a qualified successor or
(ii) the Company at its option advises the Trustee in writing that it
elects to terminate the book-entry system through the Depository, the
Trustee shall notify all Certificate Owners, through the Depository, of the
occurrence of any such event and of the availability of Definitive
Certificates to Certificate Owners requesting the same. Upon surrender to
the Trustee of the Book-Entry Certificates by the Depository, accompanied
by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Definitive Certificates. Neither the
Company, the Master Servicer nor the Trustee shall be liable for any
actions taken by the Depository or its nominee, including, without
limitation, any delay in delivery of such instructions and may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Certificates all references herein to obligations
imposed upon or to be performed by the Company in connection with the
issuance of the Definitive Certificates pursuant to this Section 5.01 shall
be deemed to be imposed upon and performed by the Trustee, and the Trustee
and the Master Servicer shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.
(c) From time to time Residential Funding, as the initial Holder of the Class
A-3 Certificates, may exchange such Holder's Class A-3 Certificates for
Subclasses of Class A-3 Certificates to be issued under this Agreement by
delivering a "Request for Exchange" substantially in the form attached
hereto as Exhibit Q executed by an authorized officer, which Subclasses, in
the aggregate, will represent the Uncertificated REMIC Regular Interests
corresponding to the Class A-3 Certificates so surrendered for exchange.
Any Subclass so issued shall bear a numerical designation commencing with
Class A-3-1 and continuing sequentially thereafter, and will evidence
ownership of the Uncertificated REMIC Regular Interest or Interests
specified in writing by such initial Holder to the Trustee. The Trustee may
conclusively, without any independent verification, rely on, and shall be
protected in relying on, Residential Funding's determinations of the
Uncertificated REMIC Regular Interests corresponding to any Subclass, the
initial Class A-3 Subclass Notional Amount and the initial Pass-Through
Rate on a Subclass as set forth in such Request for Exchange and the
Trustee shall have no duty to determine if any Uncertificated REMIC Regular
Interest designated on a Request for Exchange corresponds to a Subclass
which has previously been issued. Each Subclass so issued shall be
substantially in the form set forth in Exhibit A and shall, on original
issue, be executed and delivered by the Trustee to the Certificate
Registrar for authentication and delivery in accordance with Section
5.01(a). Every Certificate presented or surrendered for exchange by the
initial Holder shall (if so required by the Trustee or the Certificate
Registrar) be duly endorsed by, or be accompanied by a written instrument
of transfer attached to such Certificate and shall be completed to the
satisfaction of the Trustee and the Certificate Registrar duly executed by,
the initial Holder thereof or his attorney duly authorized in writing. The
Certificates of any Subclass of Class A-3 Certificates may be transferred
in whole, but not in part, in accordance with the provisions of Section
5.02.
SECTION 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies to be
appointed by the Trustee in accordance with the provisions of Section 8.12
a Certificate Register in which, subject to such reasonable regulations as
it may prescribe, the Trustee shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein
provided. The Trustee is initially appointed Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges of
Certificates as herein provided. The Certificate Registrar, or the Trustee,
shall provide the Master Servicer with a certified list of
Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at any
office or agency of the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class M, Class B or Class R
Certificate, upon satisfaction of the conditions set forth below, the
Trustee shall execute and the Certificate Registrar shall authenticate and
deliver, in the name of the designated transferee or transferees, one or
more new Certificates of a like Class (or Subclass) and aggregate
Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged for
other Certificates of authorized denominations of a like Class (or
Subclass) and aggregate Percentage Interest, upon surrender of the
Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver the Certificates
of such Class which the Certificateholder making the exchange is entitled
to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Trustee or the Certificate Registrar)
be duly endorsed by, or be accompanied by a written instrument of transfer
in form satisfactory to the Trustee and the Certificate Registrar duly
executed by, the Holder thereof or his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B Certificate
shall be made unless such transfer, sale, pledge or other disposition is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance
with said Act and laws. Except as provided in Section 5.02(e), in the event
that a transfer of a Class B Certificate is to be made either (i)(A) the
Trustee shall require a written Opinion of Counsel acceptable to and in
form and substance satisfactory to the Trustee and the Company that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall not be an
expense of the Trustee, the Company or the Master Servicer and (B) the
Trustee shall require the transferee to execute a representation letter,
substantially in the form of Exhibit J-1 hereto, and the Trustee shall
require the transferor to execute a representation letter, substantially in
the form of Exhibit K hereto, each acceptable to and in form and substance
satisfactory to the Company and the Trustee certifying to the Company and
the Trustee the facts surrounding such transfer, which representation
letters shall not be an expense of the Trustee, the Company or the Master
Servicer or (ii) the prospective transferee of such a Certificate shall be
required to provide the Trustee, the Company and the Master Servicer with
an investment letter substantially in the form of Exhibit L attached hereto
(or such other form as the Company in its sole discretion deems
acceptable), which investment letter shall not be an expense of the
Trustee, the Company or the Master Servicer, and which investment letter
states that, among other things, such transferee (A) is a "qualified
institutional buyer" as defined under Rule 144A, acting for its own account
or the accounts of other "qualified institutional buyers" as defined under
Rule 144A, and (B) is aware that the proposed transferor intends to rely on
the exemption from registration requirements under the Securities Act of
1933, as amended, provided by Rule 144A. The Holder of any such Certificate
desiring to effect any such transfer, sale, pledge or other disposition
shall, and does hereby agree to, indemnify the Trustee, the Company, the
Master Servicer and the Certificate Registrar against any liability that
may result if the transfer, sale, pledge or other disposition is not so
exempt or is not made in accordance with such federal and state laws.
(e) In the case of any Class M, Class B or Class R Certificate presented for
registration in the name of any Person, either (i) the Trustee shall
require an Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master Servicer to the
effect that the purchase or holding of such Class M, Class B or Class R
Certificate is permissible under applicable law, will not constitute or
result in any non-exempt prohibited transaction under Section 406 of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Code (or comparable provisions of any subsequent
enactments), and will not subject the Trustee, the Company or the Master
Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee, the Company or the Master Servicer or (ii) the
prospective transferee shall be required to provide the Trustee, the
Company and the Master Servicer with a certification to the effect set
forth in paragraph six of Exhibit J-1 (with respect to any Class B
Certificate), Exhibit J-2 (with respect to any Class M Certificate) or
paragraph fourteen of Exhibit I-1 (with respect to any Class R
Certificate), which the Trustee may rely upon without further inquiry or
investigation, or such other certifications as the Trustee may deem
desirable or necessary in order to establish that such transferee or the
Person in whose name such registration is requested is not an employee
benefit plan or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code, or any Person (including an
investment manager, a named fiduciary or a trustee of any such plan) who is
using "plan assets" of any such plan to effect such acquisition.
(f) (i) Each Person who has or who acquires any Ownership Interest in a Class R
Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions
and to have irrevocably authorized the Trustee or its designee under clause
(iii)(A) below to deliver payments to a Person other than such Person and
to negotiate the terms of any mandatory sale under clause (iii)(B) below
and to execute all instruments of transfer and to do all other things
necessary in connection with any such sale. The rights of each Person
acquiring any Ownership Interest in a Class R Certificate are expressly
subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest
in a Class R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted
Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the
Trustee shall require delivery to it, and shall not
register the Transfer of any Class R Certificate until
its receipt of, (I) an affidavit and agreement (a
"Transfer Affidavit and Agreement," in the form
attached hereto as Exhibit I-1) from the proposed
Transferee, in form and substance satisfactory to the
Master Servicer, representing and warranting, among
other things, that it is a Permitted Transferee, that
it is not acquiring its Ownership Interest in the Class
R Certificate that is the subject of the proposed
Transfer as a nominee, trustee or agent for any Person
who is not a Permitted Transferee, that for so long as
it retains its Ownership Interest in a Class R
Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of
this Section 5.02(f) and agrees to be bound by them,
and (II) a certificate, in the form attached hereto as
Exhibit I-2, from the Holder wishing to transfer the
Class R Certificate, in form and substance satisfactory
to the Master Servicer, representing and warranting,
among other things, that no purpose of the proposed
Transfer is to impede the assessment or collection of
tax.
(C) Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee under clause (B)
above, if a Responsible Officer of the Trustee who is
assigned to this Agreement has actual knowledge that
the proposed Transferee is not a Permitted Transferee,
no Transfer of an Ownership Interest in a Class R
Certificate to such proposed Transferee shall be
effected.
(D) Each Person holding or acquiring any Ownership Interest
in a Class R Certificate shall agree (x) to require a
Transfer Affidavit and Agreement from any other Person
to whom such Person attempts to transfer its Ownership
Interest in a Class R Certificate and (y) not to
transfer its Ownership Interest unless it provides a
certificate to the Trustee in the form attached hereto
as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership Interest
in a Class R Certificate, by purchasing an Ownership
Interest in such Certificate, agrees to give the
Trustee written notice that it is a "pass-through
interest holder" within the meaning of Temporary
Treasury Regulations Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring an Ownership Interest in a
Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf
of, a "pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit and
Agreement, a certificate of the Holder requesting such transfer in the
form attached hereto as Exhibit I-2 and all of such other documents as
shall have been reasonably required by the Trustee as a condition to
such registration. Transfers of the Class R Certificates to Non-United
States Persons and Disqualified Organizations (as defined in Section
860E(e)(5) of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a holder
of a Class R Certificate, then the last preceding Permitted Transferee
shall be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration
of such Transfer of such Class R Certificate. If a Non-United States
Person shall become a holder of a Class R Certificate, then the last
preceding United States Person shall be restored, to the extent
permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class
R Certificate. If a transfer of a Class R Certificate is disregarded
pursuant to the provisions of Treasury Regulations Section 1.860E-1 or
Section 1.860G-3, then the last preceding Permitted Transferee shall
be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration
of such Transfer of such Class R Certificate. The Trustee shall be
under no liability to any Person for any registration of Transfer of a
Class R Certificate that is in fact not permitted by this Section
5.02(f) or for making any payments due on such Certificate to the
holder thereof or for taking any other action with respect to such
holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a
Class R Certificate in violation of the restrictions in
this Section 5.02(f) and to the extent that the
retroactive restoration of the rights of the Holder of
such Class R Certificate as described in clause
(iii)(A) above shall be invalid, illegal or
unenforceable, then the Master Servicer shall have the
right, without notice to the holder or any prior holder
of such Class R Certificate, to sell such Class R
Certificate to a purchaser selected by the Master
Servicer on such terms as the Master Servicer may
choose. Such purported Transferee shall promptly
endorse and deliver each Class R Certificate in
accordance with the instructions of the Master
Servicer. Such purchaser may be the Master Servicer
itself or any Affiliate of the Master Servicer. The
proceeds of such sale, net of the commissions (which
may include commissions payable to the Master Servicer
or its Affiliates), expenses and taxes due, if any,
will be remitted by the Master Servicer to such
purported Transferee. The terms and conditions of any
sale under this clause (iii)(B) shall be determined in
the sole discretion of the Master Servicer, and the
Master Servicer shall not be liable to any Person
having an Ownership Interest in a Class R Certificate
as a result of its exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information
necessary to compute any tax imposed (A) as a result of the Transfer
of an Ownership Interest in a Class R Certificate to any Person who is
a Disqualified Organization, including the information regarding
"excess inclusions" of such Class R Certificates required to be
provided to the Internal Revenue Service and certain Persons as
described in Treasury Regulations Sections 1.860D-1(b)(5) and
1.860E-2(a)(5), and (B) as a result of any regulated investment
company, real estate investment trust, common trust fund, partnership,
trust, estate or organization described in Section 1381 of the Code
that holds an Ownership Interest in a Class R Certificate having as
among its record holders at any time any Person who is a Disqualified
Organization. Reasonable compensation for providing such information
may be required by the Master Servicer from such Person.
(v) The provisions of this Section 5.02(f) set forth prior to
this clause (v) may be modified, added to or eliminated, provided that
there shall have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the
effect that the modification, addition to or
elimination of such provisions will not cause such
Rating Agency to downgrade its then-current ratings, if
any, of any Class of the Class A, Class M, Class B or
Class R Certificates below the lower of the
then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating
Agency; and
(B) subject to Section 10.01(f), a certificate of the
Master Servicer stating that the Master Servicer has
received an Opinion of Counsel, in form and substance
satisfactory to the Master Servicer, to the effect that
such modification, addition to or absence of such
provisions will not cause the Trust Fund to cease to
qualify as a REMIC and will not cause (x) the Trust
Fund to be subject to an entity-level tax caused by the
Transfer of any Class R Certificate to a Person that is
a Disqualified Organization or (y) a Certificateholder
or another Person to be subject to a REMIC-related tax
caused by the Transfer of a Class R Certificate to a
Person that is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be destroyed
by the Certificate Registrar.
SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
SECTION 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of
transfer, the Company, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.02 and for all other purposes whatsoever,
and neither the Company, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary except as
provided in Section 5.02(f).
SECTION 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with
the Paying Agent a sum sufficient to make the payments to the Certificateholders
in the amounts and in the manner provided for in Section 4.02, such sum to be
held in trust for the benefit of the Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
SECTION 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated Principal Balance is less
than ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master Servicer or the Company shall have the right, at
its option, to purchase the Certificates in whole, but not in part, at a
price equal to the outstanding Certificate Principal Balance of such
Certificates plus the sum of one month's Accrued Certificate Interest
thereon and any previously unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the Trustee
not less than 60 days' prior notice of the Distribution Date on which the
Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may
surrender their Certificates to the Trustee for payment in accordance with
this Section 5.06, shall be given promptly by the Master Servicer or the
Company, as applicable, by letter to Certificateholders (with a copy to the
Certificate Registrar and each Rating Agency) mailed not earlier than the
15th day and not later than the 25th day of the month next preceding the
month of such final distribution, specifying:
(i) the Distribution Date upon which purchase of the Certificates is
anticipated to be made upon presentation and surrender of such Certificates
at the office or agency of the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and
surrender of the Certificates at the office or agency of the Trustee
therein specified.
If either the Master Servicer or the Company gives the notice specified
above, the Master Servicer or the Company, as applicable, shall deposit in
the Certificate Account before the Distribution Date on which the purchase
pursuant to Section 5.06(a) is to be made, in immediately available funds,
an amount equal to the purchase price for the Certificates computed as
provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall
distribute to such Holders an amount equal to the outstanding Certificate
Principal Balance thereof plus the sum of one month's Accrued Certificate
Interest thereon and any previously unpaid Accrued Certificate Interest
with respect thereto.
(d) In the event that any Certificateholders do not surrender their
Certificates on or before the Distribution Date on which a purchase
pursuant to this Section 5.06 is to be made, the Trustee shall on such date
cause all funds in the Certificate Account deposited therein by the Master
Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be
withdrawn therefrom and deposited in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer or the Company,
as applicable, shall give a second written notice to such
Certificateholders to surrender their Certificates for payment of the
purchase price therefor. If within six months after the second notice any
Certificate shall not have been surrendered for cancellation, the Trustee
shall take appropriate steps as directed by the Master Servicer or the
Company, as applicable, to contact the Holders of such Certificates
concerning surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting Certificateholders shall
be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation in accordance with this Section 5.06, the
Trustee shall pay to the Master Servicer or the Company, as applicable, all
amounts distributable to the Holders thereof and the Master Servicer or the
Company, as applicable, shall thereafter hold such amounts until
distributed to such Holders. No interest shall accrue or be payable to any
Certificateholder on any amount held in the escrow account or by the Master
Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for payment in
accordance with this Section 5.06. Any Certificate that is not surrendered
on the Distribution Date on which a purchase pursuant to this Section 5.06
occurs as provided above will be deemed to have been purchased and the
Holder as of such date will have no rights with respect thereto except to
receive the purchase price therefor minus any costs and expenses associated
with such escrow account and notices allocated thereto. Any Certificates so
purchased or deemed to have been purchased on such Distribution Date shall
remain outstanding hereunder. The Master Servicer or the Company, as
applicable, shall be for all purposes the Holder thereof as of such date.
ARTICLE 6
THE COMPANY AND THE MASTER SERVICER
SECTION 6.01. Respective Liabilities of the Company and the Master Servicer.
The Company and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Company and the Master Servicer herein. By
way of illustration and not limitation, the Company is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
SECTION 6.02. Merger or Consolidation of the Company or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master Servicer.
(a) The Company and the Master Servicer will each keep in full effect its
existence, rights and franchises as a corporation under the laws of the
state of its incorporation, and will each obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction
in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates or any of
the Mortgage Loans and to perform its respective duties under this
Agreement.
(b) Any Person into which the Company or the Master Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation
to which the Company or the Master Servicer shall be a party, or any Person
succeeding to the business of the Company or the Master Servicer, shall be
the successor of the Company or the Master Servicer, as the case may be,
hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person
to the Master Servicer shall be qualified to service mortgage loans on
behalf of FNMA or FHLMC; and provided further that each Rating Agency's
ratings, if any, of the Class A, Class M, Class B or Class R Certificates
in effect immediately prior to such merger or consolidation will not be
qualified, reduced or withdrawn as a result thereof (as evidenced by a
letter to such effect from each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to the
contrary, the Master Servicer may assign its rights and delegate its duties
and obligations under this Agreement; provided that the Person accepting
such assignment or delegation shall be a Person which is qualified to
service mortgage loans on behalf of FNMA or FHLMC, is reasonably
satisfactory to the Trustee and the Company, is willing to service the
Mortgage Loans and executes and delivers to the Company and the Trustee an
agreement, in form and substance reasonably satisfactory to the Company and
the Trustee, which contains an assumption by such Person of the due and
punctual performance and observance of each covenant and condition to be
performed or observed by the Master Servicer under this Agreement; provided
further that each Rating Agency's rating of the Classes of Certificates
that have been rated in effect immediately prior to such assignment and
delegation will not be qualified, reduced or withdrawn as a result of such
assignment and delegation (as evidenced by a letter to such effect from
each Rating Agency). In the case of any such assignment and delegation, the
Master Servicer shall be released from its obligations under this
Agreement, except that the Master Servicer shall remain liable for all
liabilities and obligations incurred by it as Master Servicer hereunder
prior to the satisfaction of the conditions to such assignment and
delegation set forth in the next preceding sentence.
SECTION 6.03. Limitation on Liability of the Company, the Master Servicer and
Others.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Company, the Master Servicer or any such Person
against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Company, the Master Servicer and any
director, officer, employee or agent of the Company or the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Company,
the Master Servicer and any director, officer, employee or agent of the Company
or the Master Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder.
Neither the Company nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as if such expenses and costs constituted a Prepayment
Interest Shortfall.
SECTION 6.04. Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
ARTICLE 7
DEFAULT
SECTION 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be
distributed to the Holders of Certificates of any Class any distribution
required to be made under the terms of the Certificates of such Class and
this Agreement and, in either case, such failure shall continue unremedied
for a period of 5 days after the date upon which written notice of such
failure, requiring such failure to be remedied, shall have been given to
the Master Servicer by the Trustee or the Company or to the Master
Servicer, the Company and the Trustee by the Holders of Certificates of
such Class evidencing Percentage Interests aggregating not less than 25%;
or
(ii) the Master Servicer shall fail to observe or perform in any
material respect any other of the covenants or agreements on the part of
the Master Servicer contained in the Certificates of any Class or in this
Agreement and such failure shall continue unremedied for a period of 30
days (except that such number of days shall be 15 in the case of a failure
to pay the premium for any Required Insurance Policy) after the date on
which written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer by the Trustee or the Company,
or to the Master Servicer, the Company and the Trustee by the Holders of
Certificates of any Class evidencing, in the case of any such Class,
Percentage Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law or
appointing a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Master Servicer and such decree or order
shall have remained in force undischarged or unstayed for a period of 60
days; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities, or similar proceedings of, or
relating to, the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of, or commence a voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to Section
4.04(b) that it is unable to deposit in the Certificate Account an amount
equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Company or the Trustee may, and
at the direction of Holders of Certificates entitled to at least 51% of the
Voting Rights, the Trustee shall, by notice in writing to the Master Servicer
(and to the Company if given by the Trustee or to the Trustee if given by the
Company), terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder. If an Event of Default
described in clause (vi) hereof shall occur, the Trustee shall, by notice to the
Master Servicer and the Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential
Funding in its capacity as Master Servicer hereunder, Residential Funding shall
be entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
SECTION 7.02. Trustee or Company to Act; Appointment of Successor.
On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Company and with the Company's consent (which
shall not be unreasonably withheld) a designee (which meets the standards set
forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers or
Sellers as set forth in such Sections, and its obligations to deposit amounts in
respect of losses incurred prior to such notice or termination on the investment
of funds in the Custodial Account or the Certificate Account pursuant to
Sections 3.07(c) and 4.01(b) by the terms and provisions hereof); provided,
however, that any failure to perform such duties or responsibilities caused by
the preceding Master Servicer's failure to provide information required by
Section 4.04 shall not be considered a default by the Trustee hereunder. As
compensation therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been entitled to charge
to the Custodial Account or the Certificate Account if the Master Servicer had
continued to act hereunder and, in addition, shall be entitled to the income
from any Permitted Investments made with amounts attributable to the Mortgage
Loans held in the Custodial Account or the Certificate Account. If the Trustee
has become the successor to the Master Servicer in accordance with Section 6.04
or Section 7.01, then notwithstanding the above, the Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act, appoint, or petition a
court of competent jurisdiction to appoint, any established housing and home
finance institution, which is also a FNMA- or FHLMC-approved mortgage servicing
institution, having a net worth of not less than $10,000,000 as the successor to
the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
initial Master Servicer hereunder. The Company, the Trustee, the Custodian and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02 will be
lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee
accrues at a rate of less than 0.20% per annum in the event that the successor
Master Servicer is not servicing such Mortgage Loans directly and it is
necessary to raise the related Subservicing Fee to a rate of 0.20% per annum in
order to hire a Subservicer with respect to such Mortgage Loans.
SECTION 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the Master
Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the
Certificate Register.
(b) Within 60 days after the occurrence of any Event of Default, the Trustee
shall transmit by mail to all Holders of Certificates notice of each such
Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
SECTION 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected by
a default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 12.01(b)(i), (ii) or (iii). Upon any such waiver of a default or Event
of Default by the Holders representing the requisite percentage of Voting Rights
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.
ARTICLE 8
CONCERNING THE TRUSTEE
SECTION 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and after the
curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in
this Agreement. In case an Event of Default has occurred (which has not
been cured or waived), the Trustee shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and
skill in their exercise as a prudent investor would exercise or use under
the circumstances in the conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to
the requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish
in a timely fashion to the Master Servicer such information as the Master
Servicer may reasonably request from time to time for the Master Servicer
to fulfill its duties as set forth in this Agreement. The Trustee covenants
and agrees that it shall perform its obligations hereunder in a manner so
as to maintain the status of the Trust Fund as a REMIC under the REMIC
Provisions and (subject to Section 10.01(f)) to prevent the imposition of
any federal, state or local income, prohibited transaction, contribution or
other tax on the Trust Fund to the extent that maintaining such status and
avoiding such taxes are reasonably within the control of the Trustee and
are reasonably within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to
act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by the
express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates or opinions furnished
to the Trustee by the Company or the Master Servicer and which on their
face, do not contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Certificateholders of any Class holding
Certificates which evidence, as to such Class, Percentage Interests
aggregating not less than 25% as to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of any default
(other than a default in payment to the Trustee) specified in clauses (i)
and (ii) of Section 7.01 or an Event of Default under clauses (iii), (iv)
and (v) of Section 7.01 unless a Responsible Officer of the Trustee
assigned to and working in the Corporate Trust Office obtains actual
knowledge of such failure or event or the Trustee receives written notice
of such failure or event at its Corporate Trust Office from the Master
Servicer, the Company or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision in
this Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance) or otherwise
incur any personal financial liability in the performance of any of its
duties as Trustee hereunder, or in the exercise of any of its rights or
powers, if the Trustee shall have reasonable grounds for believing that
repayment of funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any and all
federal, state and local taxes imposed on the Trust Fund or its assets or
transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the
same shall be due and payable, (B) any tax on contributions to a REMIC
after the Closing Date imposed by Section 860G(d) of the Code and (C) any
tax on "net income from foreclosure property" as defined in Section 860G(c)
of the Code, but only if such taxes arise out of a breach by the Trustee of
its obligations hereunder, which breach constitutes negligence or willful
misconduct of the Trustee.
SECTION 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Agreement or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Certificateholders, pursuant to the provisions
of this Agreement, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing contained
herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default (which has not been cured), to exercise
such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent investor
would exercise or use under the circumstances in the conduct of such
investor's own affairs;
(iv) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this
Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and after
the curing of all Events of Default which may have occurred, the Trustee
shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or other paper or
document, unless requested in writing so to do by Holders of Certificates
of any Class evidencing, as to such Class, Percentage Interests,
aggregating not less than 50%; provided, however, that if the payment
within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Agreement, the Trustee may
require reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every such
examination shall be paid by the Master Servicer, if an Event of Default
shall have occurred and is continuing, and otherwise by the
Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys; and
(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its attorney-in-fact
for purposes of signing any Tax Returns required to be filed on behalf of
the Trust Fund. The Trustee shall sign on behalf of the Trust Fund and
deliver to the Master Servicer in a timely manner any Tax Returns prepared
by or on behalf of the Master Servicer that the Trustee is required to sign
as determined by the Master Servicer pursuant to applicable federal, state
or local tax laws, provided that the Master Servicer shall indemnify the
Trustee for signing any such Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not accept
any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of
Counsel to the effect that such contribution will not (i) cause the Trust
Fund to fail to qualify as a REMIC at any time that any Certificates are
outstanding or (ii) cause the Trust Fund to be subject to any federal tax
as a result of such contribution (including the imposition of any federal
tax on "prohibited transactions" imposed under Section 860F(a) of the
Code).
SECTION 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document. Except as
otherwise provided herein, the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the Certificates or
of the proceeds of such Certificates, or for the use or application of any funds
paid to the Company or the Master Servicer in respect of the Mortgage Loans or
deposited in or withdrawn from the Custodial Account or the Certificate Account
by the Company or the Master Servicer.
SECTION 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights it would have if it were
not Trustee.
SECTION 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and any
co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust) for all services rendered by each of them in the execution of the
trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee and any co-trustee, and the
Master Servicer will pay or reimburse the Trustee and any co-trustee upon
request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee or any co-trustee in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly
in its employ, and the expenses incurred by the Trustee or any co-trustee
in connection with the appointment of an office or agency pursuant to
Section 8.12) except any such expense, disbursement or advance as may arise
from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to hold the
Trustee harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on its part, arising out of, or in
connection with, the acceptance and administration of the Trust Fund,
including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against any claim in connection with the
exercise or performance of any of its powers or duties under this
Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have given the
Master Servicer written notice thereof promptly after the Trustee shall
have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee shall
cooperate and consult fully with the Master Servicer in preparing such
defense; and
(iii) notwithstanding anything in this Agreement to the contrary, the
Master Servicer shall not be liable for settlement of any claim by the
Trustee entered into without the prior consent of the Master Servicer which
consent shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations created by
this Section 8.05(b) of the Master Servicer to indemnify the Trustee under
the conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the
Master Servicer in this Section 8.05(b) shall not pertain to any loss, liability
or expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
SECTION 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
SECTION 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Company. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Trustee and one copy to the successor
trustee. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee. In addition, in the event that the Company determines
that the Trustee has failed (i) to distribute or cause to be distributed to
the Certificateholders any amount required to be distributed hereunder, if
such amount is held by the Trustee or its Paying Agent (other than the
Master Servicer or the Company) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements
or obligations hereunder, and such failure shall continue unremedied for a
period of 5 days (in respect of clause (i) above) or 30 days (in respect of
clause (ii) above) after the date on which written notice of such failure,
requiring that the same be remedied, shall have been given to the Trustee
by the Company, then the Company may remove the Trustee and appoint a
successor trustee by written instrument delivered as provided in the
preceding sentence. In connection with the appointment of a successor
trustee pursuant to the preceding sentence, the Company shall, on or before
the date on which any such appointment becomes effective, obtain from each
Rating Agency written confirmation that the appointment of any such
successor trustee will not result in the reduction of the ratings on any
class of the Certificates below the lesser of the then current or original
ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting Rights
may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which
instruments shall be delivered to the Company, one complete set to the
Trustee so removed and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as
provided in Section 8.08.
SECTION 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall execute,
acknowledge and deliver to the Company and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective
and such successor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as
trustee herein. The predecessor trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements held by it
hereunder (other than any Mortgage Files at the time held by a Custodian,
which shall become the agent of any successor trustee hereunder), and the
Company, the Master Servicer and the predecessor trustee shall execute and
deliver such instruments and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in the
successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this Section
unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in this
Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10
days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of
the Company.
SECTION 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders at their address as shown in the
Certificate Register.
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the purpose
of meeting any legal requirements of any jurisdiction in which any part of
the Trust Fund or property securing the same may at the time be located,
the Master Servicer and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with
the Trustee, or separate trustee or separate trustees, of all or any part
of the Trust Fund, and to vest in such Person or Persons, in such capacity,
such title to the Trust Fund, or any part thereof, and, subject to the
other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Master Servicer and the Trustee may consider
necessary or desirable. If the Master Servicer shall not have joined in
such appointment within 15 days after the receipt by it of a request so to
do, or in case an Event of Default shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 8.06 hereunder
and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.
(b) In the case of any appointment of a co-trustee or separate trustee pursuant
to this Section 8.10 all rights, powers, duties and obligations conferred
or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or
co-trustee jointly, except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed
(whether as Trustee hereunder or as successor to the Master Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such
act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof in
any such jurisdiction) shall be exercised and performed by such separate
trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the
conditions of this Article 8. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with
the Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be filed
with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect
of this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and
be exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.
SECTION 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the
Company, appoint one or more Custodians who are not Affiliates of the Company,
the Master Servicer or any Seller to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article 8, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 12.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.
SECTION 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New York where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee initially designates its offices located at 14 Wall Street, 8th Floor,
New York, NY 10005 for the purpose of keeping the Certificate Register. The
Trustee will maintain an office at the address stated in Section 12.05(c) hereof
where notices and demands to or upon the Trustee in respect of this Agreement
may be served.
ARTICLE 9
TERMINATION
SECTION 9.01. Termination Upon Purchase by the Master Servicer or the Company or
Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities of
the Company, the Master Servicer and the Trustee created hereby in respect
of the Certificates (other than the obligation of the Trustee to make
certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Company to send certain notices as hereinafter
set forth) shall terminate upon the last action required to be taken by the
Trustee on the Final Distribution Date pursuant to this Article 9 following
the earlier of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of all
Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan or, if less than such unpaid
principal balance, the fair market value of the related underlying property
of such Mortgage Loan with respect to Mortgage Loans as to which title has
been acquired if such fair market value is less than such unpaid principal
balance (net of any unreimbursed Advances attributable to principal) on the
day of repurchase plus accrued interest thereon at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of any Modified Mortgage Loan)
to, but not including, the first day of the month in which such repurchase
price is distributed, provided, however, that in no event shall the trust
created hereby continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the
date hereof and provided further that the purchase price set forth above
shall be increased as is necessary, as determined by the Master Servicer,
to avoid disqualification of the Trust Fund as a REMIC.
The right of the Master Servicer or the Company to purchase all the
assets of the Trust Fund pursuant to clause (ii) above is conditioned upon the
Pool Stated Principal Balance as of the Final Distribution Date being less than
ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In addition, the
Master Servicer or the Company, as applicable, shall provide to the Trustee the
certification required by Section 3.15 and the Trustee and any Custodian shall,
promptly following payment of the purchase price, release to the Master Servicer
or the Company, as applicable, the Mortgage Files pertaining to the Mortgage
Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution as a result of
the exercise by the Company of its right to purchase the assets of the
Trust Fund, the Company shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Master Servicer or the
Company, as applicable, anticipates that the final distribution will be
made to Certificateholders (whether as a result of the exercise by the
Master Servicer or the Company of its right to purchase the assets of the
Trust Fund or otherwise). Notice of any termination, specifying the
anticipated Final Distribution Date (which shall be a date that would
otherwise be a Distribution Date) upon which the Certificateholders may
surrender their Certificates to the Trustee (if so required by the terms
hereof) for payment of the final distribution and cancellation, shall be
given promptly by the Master Servicer or the Company, as applicable (if it
is exercising its right to purchase the assets of the Trust Fund), or by
the Trustee (in any other case) by letter to the Certificateholders mailed
not earlier than the 15th day and not later than the 25th day of the month
next preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final payment
of the Certificates is anticipated to be made upon presentation and
surrender of Certificates at the office or agency of the Trustee therein
designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, and in the case of the Class A Certificates, Class
M Certificates and Class R Certificates, that payment will be made only
upon presentation and surrender of the Certificates at the office or agency
of the Trustee therein specified.
If the Master Servicer or the Company, as applicable, is obligated to give
notice to Certificateholders as aforesaid, it shall give such notice to the
Certificate Registrar at the time such notice is given to Certificateholders. In
the event such notice is given by the Master Servicer or the Company, the Master
Servicer or the Company, as applicable, shall deposit in the Certificate Account
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Fund computed as above
provided.
(c) In the case of the Class A, Class M, Class B and Class R Certificates, upon
presentation and surrender of the Certificates by the Certificateholders
thereof, the Trustee shall distribute to the Certificateholders (i) the
amount otherwise distributable on such Distribution Date, if not in
connection with the Master Servicer's or the Company's election to
repurchase, or (ii) if the Master Servicer or the Company elected to so
repurchase, an amount determined as follows: (A) with respect to each
Certificate the outstanding Certificate Principal Balance thereof, plus one
month's Accrued Certificate Interest, any previously unpaid Accrued
Certificate Interest, subject to the priority set forth in Section 4.02(a),
and (B) with respect to the Class R Certificates, any excess of the amounts
available for distribution (including the repurchase price specified in
clause (ii) of subsection (a) of this Section) over the total amount
distributed under the immediately preceding clause (A).
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof), the Trustee shall
on such date cause all funds in the Certificate Account not distributed in
final distribution to Certificateholders to be withdrawn therefrom and
credited to the remaining Certificateholders by depositing such funds in a
separate escrow account for the benefit of such Certificateholders, and the
Master Servicer or the Company, as applicable (if it exercised its right to
purchase the assets of the Trust Fund), or the Trustee (in any other case)
shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final
distribution with respect thereto. If within six months after the second
notice any Certificate shall not have been surrendered for cancellation,
the Trustee shall take appropriate steps as directed by the Master Servicer
or the Company, as applicable, to contact the remaining Certificateholders
concerning surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting Certificateholders shall
be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer
or the Company, as applicable, all amounts distributable to the holders
thereof and the Master Servicer or the Company, as applicable, shall
thereafter hold such amounts until distributed to such holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in
the escrow account or by the Master Servicer or the Company, as applicable,
as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section
9.01.
SECTION 9.02. Additional Termination Requirements.
(a) The Trust Fund shall be terminated in accordance with the following
additional requirements, unless (subject to Section 10.01(f)) the Trustee
and the Master Servicer have received an Opinion of Counsel (which Opinion
of Counsel shall not be an expense of the Trustee) to the effect that the
failure of the Trust Fund as the case may be, to comply with the
requirements of this Section 9.02 will not (i) result in the imposition on
the Trust of taxes on "prohibited transactions," as described in Section
860F of the Code, or (ii) cause the Trust Fund to fail to qualify as a
REMIC at any time that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation period
for the Trust Fund and specify the first day of such period in a statement
attached to the Trust Fund's final Tax Return pursuant to Treasury
regulations Section 1.860F-1. The Master Servicer also shall satisfy all of
the requirements of a qualified liquidation for the Trust Fund under
Section 860F of the Code and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the commencement
of such 90-day liquidation period and, at or prior to the time of making of
the final payment on the Certificates, the Trustee shall sell or otherwise
dispose of all of the remaining assets of the Trust Fund in accordance with
the terms hereof; and
(iii) If the Master Servicer or the Company is exercising its right to
purchase the assets of the Trust Fund, the Master Servicer shall, during
the 90-day liquidation period and at or prior to the Final Distribution
Date, purchase all of the assets of the Trust Fund for cash; provided,
however, that in the event that a calendar quarter ends after the
commencement of the 90-day liquidation period but prior to the Final
Distribution Date, the Master Servicer or the Company shall not purchase
any of the assets of the Trust Fund prior to the close of that calendar
quarter.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably approves
and appoints the Master Servicer as its attorney-in-fact to adopt a plan of
complete liquidation for the Trust Fund at the expense of the Trust Fund in
accordance with the terms and conditions of this Agreement.
ARTICLE 10
REMIC PROVISIONS
SECTION 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the Trust Fund as a
REMIC under the Code and, if necessary, under applicable state law. Such
election will be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate state return
for the taxable year ending on the last day of the calendar year in which
the Certificates are issued. For the purposes of the REMIC election in
respect of the Trust Fund, each of the Class A (except for Class A-3),
Class M and Class B Certificates and the Uncertificated REMIC Regular
Interests shall be designated as the "regular interests" and the Class R
Certificates shall be designated as the sole class of "residual interests"
in the REMIC. The REMIC Administrator and the Trustee shall not permit the
creation of any "interests" (within the meaning of Section 860G of the
Code) in the REMIC other than the Certificates and the Uncertificated REMIC
Regular Interests.
(b) The Closing Date is hereby designated as the "startup day" of the Trust
Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate representing a
0.01% Percentage Interest of the Class R Certificates and shall be
designated as "the tax matters person" with respect to the REMIC in the
manner provided under Treasury regulations section 1.860F-4(d) and
temporary Treasury regulations section 301.6231(a)(7)-1T. Residential
Funding, as tax matters person, shall (i) act on behalf of the REMIC in
relation to any tax matter or controversy involving the Trust Fund and (ii)
represent the Trust Fund in any administrative or judicial proceeding
relating to an examination or audit by any governmental taxing authority
with respect thereto. The legal expenses, including without limitation
attorneys' or accountants' fees, and costs of any such proceeding and any
liability resulting therefrom shall be expenses of the Trust Fund and the
REMIC Administrator shall be entitled to reimbursement therefor out of
amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 unless such legal expenses and costs
are incurred by reason of the REMIC Administrator's willful misfeasance,
bad faith or gross negligence. If the REMIC Administrator is no longer the
Master Servicer hereunder, at its option the REMIC Administrator may
continue its duties as REMIC Administrator and shall be paid reasonable
compensation not to exceed $3,000 per year by any successor Master Servicer
hereunder for so acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of the
Tax Returns that it determines are required with respect to the REMIC
created hereunder and deliver such Tax Returns in a timely manner to the
Trustee and the Trustee shall sign and file such Tax Returns in a timely
manner. The expenses of preparing such returns shall be borne by the REMIC
Administrator without any right of reimbursement therefor. The REMIC
Administrator agrees to indemnify and hold harmless the Trustee with
respect to any tax or liability arising from the Trustee's signing of Tax
Returns that contain errors or omissions. The Trustee and Master Servicer
shall promptly provide the REMIC Administrator with such information as the
REMIC Administrator may from time to time request for the purpose of
enabling the REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a Class R
Certificate such information as is necessary for the application of any tax
relating to the transfer of a Class R Certificate to any Person who is not
a Permitted Transferee, (ii) to the Trustee and the Trustee shall forward
to the Certificateholders such information or reports as are required by
the Code or the REMIC Provisions including reports relating to interest,
original issue discount and market discount or premium (using the
Prepayment Assumption) and (iii) to the Internal Revenue Service the name,
title, address and telephone number of the person who will serve as the
representative of each of the REMIC.
(f) The Master Servicer and the REMIC Administrator shall take such actions and
shall cause each of the REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's
control and the scope of its duties more specifically set forth herein as
shall be necessary or desirable to maintain the status thereof as a REMIC
under the REMIC Provisions (and the Trustee shall assist the Master
Servicer and the REMIC Administrator, to the extent reasonably requested by
the Master Servicer and the REMIC Administrator to do so). The Master
Servicer and the REMIC Administrator shall not knowingly or intentionally
take any action, cause the Trust Fund to take any action or fail to take
(or fail to cause the Trust Fund to take) any action reasonably within
their respective control, that, under the REMIC Provisions, if taken or not
taken, as the case may be, could (i) endanger the status of the REMIC as a
REMIC or (ii) result in the imposition of a tax upon the REMIC (including
but not limited to the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code) (either such event, in the absence of an
Opinion of Counsel or the indemnification referred to in this sentence, an
"Adverse REMIC Event") unless the Master Servicer or the REMIC
Administrator, as applicable, has received an Opinion of Counsel (at the
expense of the party seeking to take such action or, if such party fails to
pay such expense, and the Master Servicer or the REMIC Administrator, as
applicable, determines that taking such action is in the best interest of
the Trust Fund and the Certificateholders, at the expense of the Trust
Fund, but in no event at the expense of the Master Servicer, the REMIC
Administrator or the Trustee) to the effect that the contemplated action
will not, with respect to the REMIC created hereunder, endanger such status
or, unless the Master Servicer, the REMIC Administrator or both, as
applicable, determine in its or their sole discretion to indemnify the
Trust Fund against the imposition of such a tax, result in the imposition
of such a tax. Wherever in this Agreement a contemplated action may not be
taken because the timing of such action might result in the imposition of a
tax on the Trust Fund, or may only be taken pursuant to an Opinion of
Counsel that such action would not impose a tax on the Trust Fund, such
action may nonetheless be taken provided that the indemnity given in the
preceding sentence with respect to any taxes that might be imposed on the
Trust Fund has been given and that all other preconditions to the taking of
such action have been satisfied. The Trustee shall not take or fail to take
any action (whether or not authorized hereunder) as to which the Master
Servicer or the REMIC Administrator, as applicable, has advised it in
writing that it has received an Opinion of Counsel to the effect that an
Adverse REMIC Event could occur with respect to such action. In addition,
prior to taking any action with respect to the REMIC or its assets, or
causing the REMIC to take any action, which is not expressly permitted
under the terms of this Agreement, the Trustee will consult with the Master
Servicer or the REMIC Administrator, as applicable, or its designee, in
writing, with respect to whether such action could cause an Adverse REMIC
Event to occur with respect to the REMIC and the Trustee shall not take any
such action or cause the REMIC to take any such action as to which the
Master Servicer or the REMIC Administrator, as applicable, has advised it
in writing that an Adverse REMIC Event could occur. The Master Servicer or
the REMIC Administrator, as applicable, may consult with counsel to make
such written advice, and the cost of same shall be borne by the party
seeking to take the action not expressly permitted by this Agreement, but
in no event at the expense of the Master Servicer or the REMIC
Administrator. At all times as may be required by the Code, the Master
Servicer will to the extent within its control and the scope of its duties
more specifically set forth herein, maintain substantially all of the
assets of the REMIC as "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of the
REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of the REMIC as defined in Section
860G(c) of the Code, on any contributions to the REMIC after the Startup
Day therefor pursuant to Section 860G(d) of the Code, or any other tax is
imposed by the Code or any applicable provisions of state or local tax
laws, such tax shall be charged (i) to the Master Servicer, if such tax
arises out of or results from a breach by the Master Servicer of any of its
obligations under this Agreement or the Master Servicer has in its sole
discretion determined to indemnify the Trust Fund against such tax, (ii) to
the Trustee, if such tax arises out of or results from a breach by the
Trustee of any of its obligations under this Article 10, or (iii) otherwise
against amounts on deposit in the Custodial Account as provided by Section
3.10 and on the Distribution Date(s) following such reimbursement the
aggregate of such taxes shall be allocated in reduction of the Accrued
Certificate Interest on each Class entitled thereto in the same manner as
if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax purposes,
maintain books and records with respect to the REMIC on a calendar year and
on an accrual basis or as otherwise may be required by the REMIC
Provisions.
(i) Following the Startup Day, neither the Master Servicer nor the Trustee
shall accept any contributions of assets to the REMIC unless (subject to
Section 10.01(f)) the Master Servicer and the Trustee shall have received
an Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in the REMIC
will not cause the REMIC to fail to qualify as REMICs at any time that any
Certificates are outstanding or subject the REMIC to any tax under the
REMIC Provisions or other applicable provisions of federal, state and local
law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to Section
10.01(f)) enter into any arrangement by which the REMIC will receive a fee
or other compensation for services nor permit the REMIC to receive any
income from assets other than "qualified mortgages" as defined in Section
860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations, the "latest possible maturity date" by which the Certificate
Principal Balance of each Class of Certificates (other than the Class A-3
Certificates) representing a regular interest in the REMIC would be reduced
to zero is January 25, 2013, which is the Distribution Date immediately
following the latest scheduled maturity of any Mortgage Loan. The latest
possible Maturity Date for each Uncertificated REMIC Regular Interest is
January 25, 2013, which is the Distribution Date immediately following the
latest scheduled maturity date of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the REMIC.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but
not limited to, the acquisition or sale of a Mortgaged Property acquired by
deed in lieu of foreclosure, (ii) the bankruptcy of the REMIC (iii) the
termination of the REMIC pursuant to Article 9 of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article 2 or 3 of this Agreement)
nor acquire any assets for the REMIC nor sell or dispose of any investments
in the Custodial Account or the Certificate Account for gain nor accept any
contributions to the REMIC after the Closing Date unless it has received an
Opinion of Counsel that such sale, disposition, substitution or acquisition
will not (a) affect adversely the status of the REMIC as a REMIC or (b)
unless the Master Servicer has determined in its sole discretion to
indemnify the Trust Fund against such tax, cause the REMIC to be subject to
a tax on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions.
SECTION 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the REMIC
Administrator and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys fees imposed on or incurred by
the Trust Fund, the Company or the Master Servicer, as a result of a breach
of the Trustee's covenants set forth in Article 8 or this Article 10.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the Company,
the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred
by the Trust Fund, the Company, the Master Servicer or the Trustee, as a
result of a breach of the REMIC Administrator's covenants set forth in this
Article 10 with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of
Tax Returns prepared by the REMIC Administrator that contain errors or
omissions; provided, however, that such liability will not be imposed to
the extent such breach is a result of an error or omission in information
provided to the REMIC Administrator by the Master Servicer in which case
Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred
by the Trust Fund, the Company, the REMIC Administrator or the Trustee, as
a result of a breach of the Master Servicer's covenants set forth in this
Article 10 or in Article 3 with respect to compliance with the REMIC
Provisions, including without limitation, any penalties arising from the
Trustee's execution of Tax Returns prepared by the Master Servicer that
contain errors or omissions.
ARTICLE 11
MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time to time
by the Company, the Master Servicer and the Trustee, without the consent of
any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein, which
may be inconsistent with any other provisions herein or therein or to
correct any error,
(iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary or desirable to maintain the qualification of
the Trust Fund as a REMIC at all times that any Certificate is outstanding
or to avoid or minimize the risk of the imposition of any tax on the Trust
Fund pursuant to the Code that would be a claim against the Trust Fund,
provided that the Trustee has received an Opinion of Counsel to the effect
that (A) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any
such tax and (B) such action will not adversely affect in any material
respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Custodial
Account or the Certificate Account or to change the name in which the
Custodial Account is maintained, provided that (A) the Certificate Account
Deposit Date shall in no event be later than the related Distribution Date,
(B) such change shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Certificateholder and
(C) such change shall not result in a reduction of the rating assigned to
any Class of Certificates below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date, as evidenced
by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02(f)
or any other provision hereof restricting transfer of the Class R
Certificates, by virtue of their being the "residual interests" in the
REMIC provided that (A) such change shall not result in reduction of the
rating assigned to any such Class of Certificates below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date, as evidenced by a letter from each Rating Agency to such
effect, and (B) such change shall not (subject to Section 10.01(f)), as
evidenced by an Opinion of Counsel (at the expense of the party seeking so
to modify, eliminate or add such provisions), cause the REMIC or any of the
Certificateholders (other than the transferor) to be subject to a federal
tax caused by a transfer to a Person that is not a Permitted Transferee, or
(vi) to make any other provisions with respect to matters or questions
arising under this Agreement or such Custodial Agreement which shall not be
materially inconsistent with the provisions of this Agreement, provided
that such action shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any
Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from time to
time by the Company, the Master Servicer and the Trustee with the consent
of the Holders of Certificates evidencing in the aggregate not less than
66% of the Percentage Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or such
Custodial Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment
shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate,
(ii) reduce the aforesaid percentage of Certificates of any Class the
Holders of which are required to consent to any such amendment, in any such
case without the consent of the Holders of all Certificates of such Class
then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel (subject to Section 10.01(f) and at the
expense of the party seeking such amendment) to the effect that such
amendment or the exercise of any power granted to the Master Servicer, the
Company or the Trustee in accordance with such amendment will not result in
the imposition of a federal tax on the Trust Fund or cause the Trust Fund
to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 12.01 to approve the particular form
of any proposed amendment, but it shall be sufficient if such consent shall
approve the substance thereof. The manner of obtaining such consents and of
evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable regulations as the Trustee may
prescribe.
(e) The Company shall have the option, in its sole discretion, to obtain and
deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class B Certificates against any
or all Realized Losses or other shortfalls. Any such instrument or fund
shall be held by the Trustee for the benefit of the Class B
Certificateholders, but shall not be and shall not be deemed to be under
any circumstances included in the Trust Fund. To the extent that any such
instrument or fund constitutes a reserve fund for federal income tax
purposes, (i) any reserve fund so established shall be an outside reserve
fund and not an asset of the Trust Fund, (ii) any such reserve fund shall
be owned by the Company, and (iii) amounts transferred by the Trust Fund to
any such reserve fund shall be treated as amounts distributed by the Trust
Fund to the Company or any successor, all within the meaning of Treasury
Regulations Section 1.860G-2(h) as it reads as of the Cut-off Date. In
connection with the provision of any such instrument or fund, this
Agreement and any provision hereof may be modified, added to, deleted or
otherwise amended in any manner that is related or incidental to such
instrument or fund or the establishment or administration thereof, such
amendment to be made by written instrument executed or consented to by the
Company but without the consent of any Certificateholder and without the
consent of the Master Servicer or the Trustee being required unless any
such amendment would impose any additional obligation on, or otherwise
adversely affect the interests of the Class A Certificateholders, the Class
R Certificateholders, the Class M Certificateholders, the Master Servicer
or the Trustee, as applicable; provided that the Company obtains (subject
to Section 10.01(f)) an Opinion of Counsel (which need not be an opinion of
Independent counsel) to the effect that any such amendment will not cause
(a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under
Section 860F(a)(1) of the Code or on "contributions after the startup date"
under Section 860G(d)(1) of the Code and (b) the REMIC to fail to qualify
as a REMIC at any time that any Certificate is outstanding. In the event
that the Company elects to provide such coverage in the form of a limited
guaranty provided by General Motors Acceptance Corporation, the Company may
elect that the text of such amendment to this Agreement shall be
substantially in the form attached hereto as Exhibit M (in which case
Residential Funding's Subordinate Certificate Loss Obligation as described
in such exhibit shall be established by Residential Funding's consent to
such amendment) and that the limited guaranty shall be executed in the form
attached hereto as Exhibit N, with such changes as the Company shall deem
to be appropriate; it being understood that the Trustee has reviewed and
approved the content of such forms and that the Trustee's consent or
approval to the use thereof is not required.
SECTION 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of
the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the
Trustee (pursuant to the request of Holders of Certificates entitled to at
least 25% of the Voting Rights), but only upon direction accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and such counterparts shall constitute
but one and the same instrument.
SECTION 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting
or to take any action or proceeding in any court for a partition or winding
up of the Trust Fund, nor otherwise affect the rights, obligations and
liabilities of any of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as expressly
provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from
time to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of
any action taken by the parties to this Agreement pursuant to any provision
hereof.
(c) No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of default and
of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates of any Class evidencing in the aggregate not less
than 25% of the related Percentage Interests of such Class, shall have made
written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to
the Trustee such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action,
suit or proceeding it being understood and intended, and being expressly
covenanted by each Certificateholder with every other Certificateholder and
the Trustee, that no one or more Holders of Certificates of any Class shall
have any right in any manner whatever by virtue of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any
other of such Certificates of such Class or any other Class, or to obtain
or seek to obtain priority over or preference to any other such Holder, or
to enforce any right under this Agreement, except in the manner herein
provided and for the common benefit of Certificateholders of such Class or
all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 12.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or
in equity.
SECTION 11.04. Governing Law.
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
SECTION 11.05. Notices.
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Company, 8400 Normandale Lake Boulevard, Suite 700, Minneapolis, Minnesota
55437, Attention: President, or such other address as may hereafter be furnished
to the Master Servicer and the Trustee in writing by the Company, (b) in the
case of the Master Servicer, 10 Universal City Plaza, Suite 2100, Universal
City, California 91608, Attention: Ms. Becker or such other address as may be
hereafter furnished to the Company and the Trustee by the Master Servicer in
writing, (c) in the case of the Trustee, Corporate Trust Services Division, One
First National Plaza, Suite 0126, Chicago, Illinois 60670-0126, Attention:
Residential Funding Corporation Series 1998-S1 or such other address as may
hereafter be furnished to the Company and the Master Servicer in writing by the
Trustee, (d) in the case of Fitch IBCA, One State Street Plaza, New York, New
York 10004, or such other address as may hereafter be furnished to the Company,
the Trustee and the Master Servicer in writing by Fitch IBCA, and (e) in the
case of Standard & Poor's, 25 Broadway, New York, New York 10004 or such other
address as may be hereafter furnished to the Company, the Trustee and the Master
Servicer by Standard & Poor's. Any notice required or permitted to be mailed to
a Certificateholder shall be given by first class mail, postage prepaid, at the
address of such holder as shown in the Certificate Register.
SECTION 11.06. Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or Trustee or
a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity bond
and the errors and omissions insurance policy required by Section 3.12 or
the cancellation or modification of coverage under any such instrument,
(e) the statement required to be delivered to the Holders of each Class of
Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18 and 3.19,
(g) a change in the location of the Custodial Account or the Certificate
Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of any
Class of Certificates resulting from the failure by the Master Servicer to
make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan.
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
SECTION 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 11.08. Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Company or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Company, the Master Servicer and the Trustee; provided, that neither the
Master Servicer nor the Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely affected thereby. To the
extent that the terms of the Supplemental Article do not in any way affect any
provisions of this Agreement as to any of the Certificates initially issued
hereunder, the adoption of the Supplemental Article shall not constitute an
"amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
<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
[Seal] SECURITIES I, INC.
By:
Name: Randy Van Zee
Title: Vice President
Attest:
Name: Diane S. Wold
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name: Diane S. Wold
Title: Director
Attest:
Name: Randy Van Zee
Title: Director
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
[Seal]
By:
Name:
Title: Vice President
Attest:
Name:
Title: Vice President
2
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of January, 1998 before me, a notary public in
and for said State, personally appeared Randy Van Zee, known to me to be a Vice
President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of January, 1998 before me, a notary public in and for said
State, personally appeared Diane S. Wold, 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 ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 29th day of January, 1998 before me, a notary public in
and for said State, personally appeared ________________, known to me to be a
Vice President of The First National Bank of Chicago, the national banking
association that executed the within instrument, and also known to me to be the
person who executed it on behalf of said national banking association, and
acknowledged to me that such national banking association executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO
SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT
FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES
OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS JANUARY 29, 1998.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 235% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $_____ OF OID PER [$1,000] [$100,000] OF [INITIAL
CERTIFICATE PRINCIPAL BALANCE], THE YIELD TO MATURITY IS ___% AND THE AMOUNT OF
OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $_______ PER
[$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE], COMPUTED USING
THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER
RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]
A-1
<PAGE>
Certificate No. ____ [___%] Pass-Through Rate [based on a Notional
Amount]
Class A-__ Senior [Percentage Interest: ___%]
Date of Pooling and Servicing
Agreement and Cut-off Date:
January 1, 1998
Aggregate [Initial Certificate Principal Balance]
[Notional Amount] of the Class A-_____
Certificates:
First Distribution Date:
February 25, 1998
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [Notional Amount] of this
Corporation Certificate: $_____________]
Assumed Final CUSIP _________-_____
Distribution Date:
January 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE
Series 1998-S1
evidencing a percentage interest in the distributions allocable to the Class
A-__ Certificates with respect to a Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate first mortgage loans formed
and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC
Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor
the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Funding Mortgage Securities I, Inc.,
the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Company, the Master Servicer, GMAC Mortgage Group, Inc.
or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that _____________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate [(obtained by dividing
the Initial Certificate Principal Balance of this Certificate by the aggregate
Initial Certificate Principal Balance of all Class A-___ Certificates, both as
specified above)] in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of conventional one- to
four-family fixed interest rate first mortgage loans (the "Mortgage Loans"),
formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter
called the "Company," which term includes any successor entity under the
Agreement referred to below). The Trust Fund was created pursuant to a Pooling
and Servicing Agreement dated as specified above (the "Agreement") among the
Company, the Master Servicer and The First National Bank of Chicago, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount [(of interest and principal, if
any)] required to be distributed to Holders of Class A-__ Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. [The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.]
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or
the Certificate Account created for the benefit of Certificateholders may be
made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate Registrar
and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates and
the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-2
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
A-3
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s)
unto___________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following
address:_______________________________________________________________________
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_______________________________________________________________________
____________________________________________for the account of
______________________ account number, or, if mailed by check, to
____________________ Applicable statements should be mailed
to_________________________________________________________________________.
This information is provided by
______________________________, the assignee named above, or
______________________________________________, as its agent.
A-4
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
[AND CLASS M-1 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS JANUARY 29, 1998. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 235% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH
NO MORE THAN $ _________________OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS % AND THE AMOUNT OF OID ATTRIBUTABLE
TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $ _________________ PER $1,000 OF
INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
B-1
<PAGE>
Certificate No. ___ 6.50% Pass-Through Rate
Class M-_______ Subordinate Aggregate Certificate Principal Balance
of the Class M Certificates:
$---------------
Date of Pooling and Servicing Initial Certificate Principal
Agreement and Cut-off Date: Balance of this Certificate:
January 1, 1998 $_______________
First Distribution Date: CUSIP: _________-_____
February 25, 1998
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
January 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S1
evidencing a percentage interest in any distributions allocable to the Class
M-__ Certificates with respect to the Trust Fund consisting primarily of a pool
of conventional one- to four-family fixed interest rate first mortgage loans
formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC
Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor
the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Funding Mortgage Securities I, Inc.,
the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Company, the Master Servicer, GMAC Mortgage Group, Inc.
or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that _________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
Certificate Principal Balance of this Certificate by the aggregate Certificate
Principal Balance of all Class M-__ Certificates, both as specified above) in
certain distributions with respect to a Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage
Securities I, Inc. (hereinafter called the "Company," which term includes any
successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Company, the Master Servicer and The First National
Bank of Chicago, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class M-__ Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable hereto.
No transfer of this Class M Certificate will be made unless the Trustee has
received either (i) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer with
respect to the permissibility of such transfer under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") and Section 4975 of the
Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class M Certificate will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or (ii) a representation letter, in the form as described by
the Agreement, either stating that the transferee is not an employee benefit or
other plan subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
Plan, or stating that the transferee is an insurance company, the source of
funds to be used by it to purchase the Certificate is an "insurance company
general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Section
III of PTCE 95-60.
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or
the Certificate Account created for the benefit of Certificateholders may be
made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate Registrar
and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates and
the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-2
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
B-3
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s)
unto____________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following
address:_____________________________________________________________________
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_________________________________________________________________for the account
of ________________________________________ account number
_______________________ or, if mailed by check,
to________________________________ ____________ statements should be mailed to
_____________________________________
This information is provided by_____________________________
________________________________________________, the assignee named above,
or ___________________________________________, as its agent.
B-4
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, CLASS R CERTIFICATES AND CLASS M CERTIFICATES AS DESCRIBED IN THE
AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS JANUARY 29, 1998. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 235% OF THE STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $___
OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO
MATURITY IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT
THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE.
C-1
<PAGE>
Certificate No. __ 6.50 % Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
$---------------
Date of Pooling and Servicing Agreement Initial Certificate Principal
and Cut-off Date: January 1, 1998 Balance of this Certificate:
$---------------
First Distribution Date:
February 25, 1998
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S1
evidencing a percentage interest in any distributions allocable to the
Class B-__ Certificates with respect to the Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC
Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor
the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Funding Mortgage Securities I, Inc.,
the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Company, the Master Servicer, GMAC Mortgage Group, Inc.
or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that Residential Funding Mortgage Securities I, Inc. is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all Class B-__ Certificates, both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
Master Servicer and The First National Bank of Chicago, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last day (or if such last day is
not a Business Day, the Business Day immediately preceding such last day) of the
month next preceding the month of such distribution (the "Record Date"), from
the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable hereto.
No transfer of this Class B Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is to be made, (i) the
Trustee or the Company may require an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee and the Company that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state
and (ii) the transferee shall execute an investment letter in the form described
by the Agreement. The Holder hereof desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee, the Company, the Master Servicer
and the Certificate Registrar acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require either (i) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee, the Company
and the Master Servicer with respect to the permissibility of such transfer
under the Employee Retirement Income Security Act of 1974, as amended ("ERISA")
and Section 4975 of the Internal Revenue Code (the "Code") and stating, among
other things, that the transferee's acquisition of a Class B Certificate will
not constitute or result in a non-exempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the
form as described by the Agreement, either stating that the transferee is not an
employee benefit or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including
an investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan, or stating that the transferee is an insurance company, the
source of funds to be used by it to purchase the Certificate is an "insurance
company general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Section
III of PTCE 95-60.
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or
the Certificate Account created for the benefit of Certificateholders may be
made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate Registrar
and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates and
the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
C-2
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
C-3
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s)
unto__________________________________________________________________(Please
print or typewrite name and address including postal zip code of assignee) a
Percentage Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee
on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following
address:____________________________________________________________________
:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise,
in immediately available funds to ______________________________________________
______________________________________________________________ the account
of ____________________________________________number _____________________ or,
if mailed by check, to______________________________________ statements should
be mailed to___________________________________________________________________.
This information is provided by _______________________________, the assignee
named above, or _______________________________________________________, as its
agent.
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) AN
ELECTING LARGE PARTNERSHIP UNDER SECTION 775 OF THE CODE OR ANY ORGANIZATION
DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2)
NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND
(3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
D-1
<PAGE>
Certificate No. ___ 6.50% Pass-Through Rate
Class R Senior Certificate Aggregate Initial
Principal Balance of the class R
Certificates: $100.00
Date of Pooling and Servicing Initial Certificate Principal
Agreement and Cut-off Date: Balance of this Certificate:
$____________
January 1, 1998
First Distribution Date: Percentage Interest:
February 25, 1998 ____________%
Master Servicer: CUSIP ____________ - ___________
residential Funding Corporation
Assumed Final Distribution Date:
January 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S1
evidencing a percentage interest in any distributions allocable to the
Class R Certificates with respect to the Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC
Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor
the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Funding Mortgage Securities I, Inc.,
the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Company, the Master Servicer, GMAC Mortgage Group, Inc.
or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that _________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
Initial Certificate Principal Balance of this Certificate by the aggregate
Initial Certificate Principal Balance of all Class R Certificates, both as
specified above) in certain distributions with respect to the Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
Master Servicer and The First National Bank of Chicago, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class R Certificates on such
Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be bound
by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
No transfer of this Class R Certificate will be made unless the Trustee has
received either (i) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer with
respect to the permissibility of such transfer under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") and Section 4975 of the
Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class R Certificate will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or (ii) a representation letter, in the form as described by
the Agreement, stating that the transferee is not an employee benefit or other
plan subject to the prohibited transaction provisions of ERISA or Section 4975
of the Code (a "Plan"), or any other person (including an investment manager, a
named fiduciary or a trustee of any Plan) acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any Plan.
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or
the Certificate Account created for the benefit of Certificateholders may be
made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate Registrar
and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates and
the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purpose have
the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
D-2
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
D-3
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s)
unto_____________________________________________________________________Please
print or typewrite name and address including postal zip code of assignee) a
Percentage Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee
on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following
address:_______________________________________________________________________
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_____________________________________________________________________ the
account
of_______________________________________________________________________ number
_____________________, or, if mailed by check,
to______________________________________ statements should be mailed to
______________________________________________________.
This information is provided by
________________________________, the assignee named above, or
____________________________________________________, as its agent.
D-4
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from
time to time, the "Agreement"), dated as of January 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. (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 January 1, 1998,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1998-S1 (as in effect on the date of
this agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the
Trustee for the purposes of receiving and holding certain documents and other
instruments delivered by the Company and the Master Servicer under the Pooling
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, the Trustee, the Company,
the Master Servicer and the Custodian hereby agree as follows:
ARTICLE 1
Definitions
Capitalized terms used in this Agreement and not defined
herein shall have the meanings assigned in the Original Pooling Agreement,
unless otherwise required by the context herein.
ARTICLE 2
Custody of Mortgage Documents
SECTION 2.01 Custodian to Act as Agent; Acceptance of Mortgage Files.
The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the "Mortgage Files") and
declares that it holds and will hold the Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
SECTION 2.02 Recordation of Assignments.
If any Mortgage File includes one or more assignments to the Trustee of
Mortgage Notes and related Mortgages that have not been recorded, each such
assignment shall be delivered by the Custodian to the Company for the purpose of
recording it in the appropriate public office for real property records, and the
Company, at no expense to the Custodian, shall promptly cause to be recorded in
the appropriate public office for real property records each such assignment
and, upon receipt thereof from such public office, shall return each such
assignment to the Custodian.
SECTION 2.03 Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall deliver to the Trustee
an Initial Certification in the form annexed hereto as Exhibit One
evidencing receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the Certificates, the Custodian
agrees, for the benefit of Certificateholders, to review, in accordance
with the provisions of Section 2.02 of the Pooling Agreement, each Mortgage
File, and shall deliver to the Trustee an Interim Certification in the form
annexed hereto as Exhibit Two to the effect that all documents required to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement have been
executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed
on Schedule A attached to such Interim Certification. In the event that any
Mortgage Note or Assignment of Mortgage has been delivered to the Custodian
by the Company in blank, the Custodian, upon the direction of the Company,
shall cause each such Mortgage Note to be endorsed to the Trustee and each
such Assignment of Mortgage to be completed in the name of the Trustee
prior to the date on which such Interim Certification is delivered to the
Trustee. Within 45 days of receipt of the documents required to be
delivered pursuant to Section 2.01(c) of the Pooling Agreement, the
Custodian agrees, for the benefit of Certificateholders, to review, in
accordance with the provisions of Section 2.02 of the Pooling Agreement,
each such document, and shall deliver to the Trustee either (i) an Interim
Certification in the form attached hereto as Exhibit Two to the effect that
all such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, except for any exceptions listed on Schedule A attached to
such Interim Certification or (ii) a Final Certification as set forth in
subsection (c) below. The Custodian shall be under no duty or obligation to
inspect, review or examine said documents, instruments, certificates or
other papers to determine that the same are genuine, enforceable, or
appropriate for the represented purpose or that they have actually been
recorded or that they are other than what they purport to be on their face.
If in performing the review required by this Section 2.3 the Custodian
finds any document or documents constituting a part of a Mortgage File to
be defective in any material respect, the Custodian shall promptly so
notify the Company, the Master Servicer and the Trustee. Upon receipt of
written notification from the Master Servicer, signed by a Servicing
Officer, that the Master Servicer or a Subservicer, as the case may be, has
made a deposit into the Certificate Account in payment for the purchase of
the related Mortgage Loan in an amount equal to the Purchase Price for such
Mortgage Loan, the Custodian shall release to the Master Servicer the
related Mortgage File.
(c) Upon receipt of all documents required to be in the Mortgage Files the
Custodian shall deliver to the Trustee a Final Certification in the form
annexed hereto as Exhibit Three evidencing the completeness of the Mortgage
Files.
Upon receipt of written request from the Trustee, the Custodian shall
as soon as practicable supply the Trustee with a list of all of the documents
relating to the Mortgage Loans then contained in the Mortgage Files.
SECTION 2.04 Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or
warranty made by the Master Servicer or the Company as set forth in the Pooling
Agreement or by a Seller in a Seller's Agreement or by Residential Funding or
the Company in the Assignment Agreement with respect to a Mortgage Loan relating
to a Mortgage File, the Custodian shall give prompt written notice to the
Company, the Master Servicer and the Trustee.
SECTION 2.05 Custodian to Cooperate; Release of Mortgage Files.
Upon the repurchase or substitution of any Mortgage Loan pursuant to
Article II of the Pooling Agreement or payment in full of any Mortgage Loan, or
the receipt by the Master Servicer of a notification that payment in full will
be escrowed in a manner customary for such purposes, the Master Servicer shall
immediately notify the Custodian by a certification (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Custodial
Account pursuant to Section 3.07 of the Pooling Agreement have been or will be
so deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, promptly to release to the Master Servicer the related Mortgage File.
The Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or foreclosures of
any Mortgage Loan, including, for this purpose, collection under any Primary
Insurance Policy or any Mortgage Pool Insurance Policy, the Master Servicer
shall deliver to the Custodian a certificate of a Servicing Officer requesting
that possession of the Mortgage File be released to the Master Servicer and
certifying as to the reason for such release and that such release will not
invalidate any insurance coverage provided in respect of the Mortgage Loan under
any of the Required Insurance Policies. With such certificate, the Master
Servicer shall deliver to the Custodian a trust receipt signed by a Servicing
Officer on behalf of the Master Servicer, and upon receipt of the foregoing, the
Custodian shall deliver the Mortgage File to the Master Servicer. The Master
Servicer shall cause each Mortgage File so released to be returned to the
Custodian when the need therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have been deposited in the Custodial Account or (ii) the
Mortgage File or any document therein has been delivered to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the Custodian a certificate of a Servicing Officer
certifying as to the name and address of the Person to which such Mortgage File
or such document was delivered and the purpose or purposes of such delivery. In
the event of the liquidation of a Mortgage Loan, the Custodian shall deliver the
Trust Receipt with respect thereto to the Master Servicer upon deposit of the
related Liquidation Proceeds in the Custodial Account as provided in the Pooling
Agreement. In addition, upon the request of the Master Servicer, the Custodian
will send to the Master Servicer copies of any documents contained in the
Mortgage File so requested.
SECTION 2.06 Assumption Agreements.
In the event that any assumption agreement or substitution of liability
agreement is entered into with respect to any Mortgage Loan subject to this
Agreement in accordance with the terms and provisions of the Pooling Agreement,
the Master Servicer shall notify the Custodian that such assumption or
substitution agreement has been completed by forwarding to the Custodian the
original of such assumption or substitution agreement, which shall be added to
the related Mortgage File and, for all purposes, shall be considered a part of
such Mortgage File to the same extent as all other documents and instruments
constituting parts thereof.
ARTICLE 3
Concerning the Custodian
SECTION 3.01 Custodian a Bailee and Agent of the Trustee.
With respect to each Mortgage Note, Mortgage and other documents
constituting each Mortgage File which are delivered to the Custodian, the
Custodian is exclusively the bailee and agent of the Trustee and has no
instructions to hold any Mortgage Note or Mortgage for the benefit of any person
other than the Trustee, holds such documents for the benefit of
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Mortgage File shall be delivered by the
Custodian to the Company or the Master Servicer or otherwise released from the
possession of the Custodian.
SECTION 3.02 Indemnification.
The Company hereby agrees to indemnify and hold the Custodian harmless from
and against all claims, liabilities, losses, actions, suits or proceedings at
law or in equity, or any other expenses, fees or charges of any character or
nature, which the Custodian may incur or with which the Custodian may be
threatened by reason of its acting as custodian under this Agreement, including
indemnification of the Custodian against any and all expenses, including
attorney's fees if counsel for the Custodian has been approved by the Company,
and the cost of defending any action, suit or proceedings or resisting any
claim. Notwithstanding the foregoing, it is specifically understood and agreed
that in the event any such claim, liability, loss, action, suit or proceeding or
other expense, fee or charge shall have been caused by reason of any negligent
act, negligent failure to act or willful misconduct on the part of the
Custodian, or which shall constitute a willful breach of its duties hereunder,
the indemnification provisions of this Agreement shall not apply.
SECTION 3.03 Custodian May Own Certificates.
The Custodian in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Custodian.
SECTION 3.04 Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time
to time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
SECTION 3.05 Custodian May Resign; Trustee May Remove Custodian.
The Custodian may resign from the obligations and duties hereby imposed
upon it as such obligations and duties relate to its acting as Custodian of the
Mortgage Loans. Upon receiving such notice of resignation, the Trustee shall
either take custody of the Mortgage Files itself and give prompt notice thereof
to the Company, the Master Servicer and the Custodian, or promptly appoint a
successor Custodian by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Custodian and one copy to the
successor Custodian. If the Trustee shall not have taken custody of the Mortgage
Files and no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7 and
shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trustee
shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
SECTION 3.06 Merger or Consolidation of Custodian.
Any Person into which the Custodian may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Custodian shall be a party, or any
Person succeeding to the business of the Custodian, shall be the successor of
the Custodian hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.
SECTION 3.07 Representations of the Custodian.
The Custodian hereby represents that it is a depository institution subject
to supervision or examination by a federal or state authority, has a combined
capital and surplus of at least $10,000,000 and is qualified to do business in
the jurisdictions in which it will hold any Mortgage File.
ARTICLE 4
Miscellaneous Provisions
SECTION 4.01 Notices.
All notices, requests, consents and demands and other communications
required under this Agreement or pursuant to any other instrument or document
delivered hereunder shall be in writing and, unless otherwise specifically
provided, may be delivered personally, by telegram or telex, or by registered or
certified mail, postage prepaid, return receipt requested, at the addresses
specified on the signature page hereof (unless changed by the particular party
whose address is stated herein by similar notice in writing), in which case the
notice will be deemed delivered when received.
SECTION 4.02 Amendments.
No modification or amendment of or supplement to this Agreement shall be
valid or effective unless the same is in writing and signed by all parties
hereto, and neither the Company, the Master Servicer nor the Trustee shall enter
into any amendment hereof except as permitted by the Pooling Agreement. The
Trustee shall give prompt notice to the Custodian of any amendment or supplement
to the Pooling Agreement and furnish the Custodian with written copies thereof.
SECTION 4.03 Governing Law.
This Agreement shall be deemed a contract made under the laws of the State
of New York and shall be construed and enforced in accordance with and governed
by the laws of the State of New York.
SECTION 4.04 Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of holders of Certificates evidencing undivided interests in the
aggregate of not less than 25% of the Trust Fund), but only upon direction
accompanied by an Opinion of Counsel reasonably satisfactory to the Master
Servicer to the effect that the failure to effect such recordation is likely to
materially and adversely affect the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
SECTION 4.05 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
Address: THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
One North State Street
Chicago, Illinois 60602
Attention: RFMSI, Series 1998-S1
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION,
as Master Servicer
8400 Normandale Lake Boulevard,
Suite 700
Minneapolis, Minnesota 55437
By:
Name:
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name:
Title: Trust Officer
<PAGE>
STATE OF ______________ )
) ss.:
COUNTY OF ____________ )
On the 29th day of January, 1998, before me, a notary public
in and for said State, personally appeared _______________________, known to me
to be a Vice President of The First National Bank of Chicago, a national banking
association that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of January, 1998, before me, a notary public
in and for said State, personally appeared ________________, known to me to be a
Trust Officer of Norwest Bank Minnesota, National Association, a national
banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association,
and acknowledged to me that such national banking association executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of January, 1998, before me, a notary public
in and for said State, personally appeared ________________, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the 29th day of January, 1998, before me, a notary public
in and for said State, personally appeared ________________, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
January 29, 1998
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Mortgage Securities I, Inc., Series 1998-S1
Re: Custodial Agreement dated as of January 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-S1
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 Mortgage Securities I, Inc., Series 1998-S1
Re: Custodial Agreement dated as of January 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-S1
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 Mortgage Securities I, Inc., Series 1998-S1
Re: Custodial Agreement dated as of January 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-S1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule containing (I) with respect to each such Mortgage Loan
(other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee
or an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage
Note;
(ii) The original Mortgage with evidence of recording indicated
thereon or a copy of the Mortgage certified by the public recording
office in which such mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment
certified by the public recording office in which such assignment has
been recorded;
(iv) With respect to each Mortgage Loan other than a Cooperative
Loan, the original recorded assignment or assignments of the Mortgage
showing an unbroken chain of title from the originator thereof to the
Person assigning it to the Trustee or a copy of such assignment or
assignments of the Mortgage certified by the public recording office
in which such assignment or assignments have been recorded; and
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or a
copy of each modification, assumption agreement or preferred loan
agreement certified by the public recording office in which such
document has been recorded;
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee,
or with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(vi) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
(vii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative
Loan, together with an undated stock power (or other similar
instrument) executed in blank;
(viii) The original recognition agreement by the Cooperative of
the interests of the mortgagee with respect to the related Cooperative
Loan;
(ix) The Security Agreement;
(x) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative
Loan as secured party, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement
and the Assignment of Proprietary Lease;
(xi) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken chain of
title from the originator to the Trustee, each with evidence of
recording thereof, evidencing the interest of the originator under the
Security Agreement and the Assignment of Proprietary Lease;
(xii) (An executed assignment of the interest of the originator
in the Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (iv) above, showing an
unbroken chain of title from the originator to the Trustee;
(xiii) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan;
and
(xiv) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as
assignee and an executed UCC-1 financing statement showing the Company
as debtor and the Trustee as secured party, each in a form sufficient
for filing, evidencing the interest of such debtors in the Cooperative
Loans.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT F
Mortgage Loan Schedule
1
RUN ON : 01/22/98 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 12.34.57 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI 1998-S1 CUTOFF : 01/01/98
POOL : 0004279
:
:
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 #
______________________________________________________________________________
1555011 025/025 F 320,000.00 ZZ
180 286,803.72 1
2615 FOREST POINT COURT 9.200 3,283.84 45
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623116 05 03/10/95 0
623116 O 02/10/10
0
1580165 943/943 F 486,400.00 ZZ
180 468,529.69 1
2437 SELKIRK ROW 7.750 4,578.37 80
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LA JOLLA CA 92037 1 12/11/96 00
6080042643 03 02/01/97 0
6080042643 O 01/01/12
0
1590844 B64/G01 F 450,000.00 ZZ
180 445,985.71 1
2129 INVERNESS LANE 7.750 4,235.74 56
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BERWYN PA 19312 1 09/29/97 00
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00059751 O 10/01/12
0
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WOODBURY NY 11797 2 10/24/97 00
0430504811 05 12/01/97 0
1
7376 O 11/01/12
0
1615130 F27/G01 F 545,000.00 ZZ
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6217 NORTH MEREDITH AVENUE 7.250 4,975.10 79
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CHICAGO IL 60646 1 09/15/97 00
0430530196 05 11/01/97 0
116292205 O 10/01/12
0
1620922 661/661 F 135,000.00 ZZ
180 131,150.43 1
4 SUTTON COURT 8.000 1,290.13 57
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BRIDGEWATER NJ 08807 1 05/30/97 00
2825826 05 07/01/97 0
2825826 O 06/01/12
0
1622392 F02/G01 F 675,000.00 ZZ
180 665,007.95 1
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SARATOGA CA 95070 2 08/01/97 00
0430413823 05 09/01/97 0
601359689 O 08/01/12
0
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180 172,381.24 1
412 EAST 37TH STREET #32J 7.750 1,647.24 49
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NEW YORK NY 10016 1 07/30/97 00
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1106077013 O 08/01/12
0
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1041 TIMBERLINE DRIVE 8.000 3,344.78 71
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WEST BEND WI 53095 2 07/30/97 00
931999 05 09/01/97 0
931999 O 08/01/12
0
1
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120 29,572.53 1
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BARNEGAT NJ 08005 2 10/14/97 00
0430430785 05 12/01/97 0
146403194 O 11/01/07
0
1634003 076/076 F 235,000.00 T
180 230,203.12 1
10680 FAIRMONT VILLAGE DRIVE 7.750 2,212.00 72
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LAKE WORTH FL 33467 2 08/18/97 00
7103505 03 10/01/97 0
7103505 O 09/01/12
0
1635388 F02/G01 F 225,000.00 T
180 222,285.86 1
2996 SCENIC HIGHWAY 98 EAST 7.625 2,101.79 55
UNIT 203 7.375 2,101.79 413,790.00
DESTIN FL 32541 1 08/06/97 00
0430391946 08 10/01/97 0
UNKNOWN O 09/01/12
0
1638980 E75/G01 F 299,000.00 ZZ
180 299,000.00 1
116 GARFIELD STREET 7.875 2,835.87 71
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GARDEN CITY NY 11530 2 12/11/97 00
0430549089 05 02/01/98 0
C9701228 O 01/01/13
0
1639123 074/074 F 235,000.00 ZZ
180 232,926.44 1
32 BROADVIEW ROAD 7.875 2,228.86 72
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WOODSTOCK NY 12498 2 09/08/97 00
1107027350 05 11/01/97 0
1107027350 O 10/01/12
0
1639124 074/074 F 262,500.00 ZZ
180 260,158.32 1
2771 MERRICK AVENUE 7.750 2,470.85 75
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1
MERRICK NY 11566 1 09/30/97 00
1111117547 05 11/01/97 0
1111117547 O 10/01/12
0
1639129 074/074 F 130,000.00 ZZ
180 128,827.59 1
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PURDYS NY 10578 5 09/25/97 00
1111126628 05 11/01/97 0
1111126628 O 10/01/12
0
1639137 074/074 F 495,000.00 ZZ
180 490,584.26 1
211 KIRBY LANE 7.750 4,659.32 35
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RYE NY 10580 2 09/12/97 00
1116017561 05 11/01/97 0
1116017561 O 10/01/12
0
1639149 074/G01 F 40,000.00 ZZ
180 39,623.28 1
835 EAST HARVARD ROAD 7.125 362.33 11
6.875 362.33 385,000.00
BURBANK CA 91501 2 09/08/97 00
0430548214 05 11/01/97 0
1234008509 O 10/01/12
0
1639165 074/G01 F 98,400.00 ZZ
180 97,147.30 1
529 W 14TH AVENUE 7.000 884.45 80
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MILAN IL 61264 5 08/21/97 00
0430548222 05 10/01/97 0
1500365894 O 09/01/12
0
1639191 074/G01 F 242,000.00 ZZ
180 236,930.34 1
9160 PREFERENCE DRIVE 6.750 2,141.48 77
6.500 2,141.48 315,000.00
LA PLATA MD 20646 5 08/22/97 00
0430548230 05 10/01/97 0
1507298296 O 09/01/12
0
1
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180 245,547.43 1
123 SEVEN OAKS WAY 6.875 2,218.93 80
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EATONTON GA 31024 1 08/27/97 00
0430548248 03 10/01/97 0
1511178640 O 09/01/12
0
1639271 074/074 F 68,800.00 ZZ
180 68,158.99 1
409 LOCUST STREET 7.250 628.05 80
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LUMBERPORT WV 26386 5 09/16/97 00
1581128454 05 11/01/97 0
1581128454 O 10/01/12
0
1639279 074/G01 F 71,200.00 ZZ
180 69,749.19 1
128 SOUTH 17TH STREE 8.000 680.43 80
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EASTON PA 18042 5 09/22/97 00
0430548263 05 11/01/97 0
1587082174 O 10/01/12
0
1639397 367/367 F 290,961.29 ZZ
150 287,379.39 1
1839 WYOMING AVENUE NW 7.375 2,974.86 54
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WASHINGTON DC 20009 2 10/01/97 00
85053 07 11/01/97 0
85053 O 04/01/10
0
1640642 698/G01 F 284,950.00 ZZ
180 283,242.23 1
7 REDCROWN 7.625 2,661.80 80
7.375 2,661.80 356,205.00
MISSION VIEJO CA 92692 1 10/01/97 00
0430463455 03 12/01/97 0
20903597 O 11/01/12
0
1641745 638/G01 F 600,000.00 ZZ
180 598,147.82 1
1
35 HERON DRIVE 7.250 5,477.18 46
7.000 5,477.18 1,330,000.00
MILL VALLEY CA 94941 1 10/30/97 00
0430524561 05 01/01/98 0
NG O 12/01/12
0
1642276 270/G01 F 132,000.00 ZZ
180 131,592.52 1
1608 LAGO VISTA BOULEVARD 7.250 1,204.98 65
7.000 1,204.98 205,000.00
PALM HARBOR FL 34685 2 11/07/97 00
0430541383 09 01/01/98 0
2310126 O 12/01/12
0
1643598 354/354 F 222,000.00 ZZ
180 219,350.94 1
15012 W 128TH STREET 7.750 2,089.63 80
7.500 2,089.63 277,500.00
OLATHE KS 66062 1 08/27/97 00
21207436 03 10/01/97 0
21207436 O 09/01/12
0
1643991 637/G01 F 250,000.00 ZZ
180 249,219.80 1
2604 W OLD YANKTON TRAIL 7.125 2,264.58 66
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SIOUX FALLS SD 57108 2 11/05/97 00
0430535138 05 01/01/98 0
8317000 O 12/01/12
0
1644759 E75/G01 F 279,000.00 ZZ
180 278,166.58 1
42 PELL TERRACE 7.625 2,606.23 75
7.375 2,606.23 372,000.00
GARDEN CITY NY 11530 5 11/21/97 00
0430526228 05 01/01/98 0
C9701261 O 12/01/12
0
1644853 686/686 F 99,000.00 ZZ
180 97,599.02 1
81 W PALISADE BLVD 7.400 912.13 80
7.150 912.13 124,000.00
PALISADES PARK NJ 07605 1 09/25/97 00
818176349 05 11/01/97 0
1
818176349 O 10/01/12
0
1646650 F84/G01 F 150,000.00 ZZ
180 150,000.00 1
18 POPLAR AVENUE 7.750 1,411.91 64
7.500 1,411.91 235,000.00
NORTH BRUNSWICK NJ 08902 1 12/05/97 00
0430525725 05 02/01/98 0
M14961646650 O 01/01/13
0
1647780 F03/G01 F 116,000.00 ZZ
180 115,297.13 1
4727 W. 69TH DRIVE 7.500 1,075.34 64
7.250 1,075.34 182,000.00
WESTMINSTER CO 80030 2 11/03/97 00
0430497925 05 12/01/97 0
DEN11577 O 11/01/12
0
1648202 387/387 F 1,000,000.00 ZZ
180 997,110.15 1
7154 SUTTER AVE 8.000 9,556.52 63
7.750 9,556.52 1,605,000.00
CARMICHAEL CA 95608 2 11/06/97 00
1260496 05 01/01/98 0
1260496 O 12/01/12
0
1648651 943/943 F 300,750.00 ZZ
180 298,008.03 1
16622 SANLO ST 7.500 2,787.99 75
7.250 2,787.99 401,000.00
YORBA LINDA CA 92886 5 09/03/97 00
7111122323 05 11/01/97 0
7111122323 O 10/01/12
0
1650002 076/076 F 389,000.00 ZZ
180 385,453.44 1
16 WEST ROCKLAND FARM 7.500 3,606.08 67
7.250 3,606.08 583,000.00
SOUTH DARTMOUTH MA 02748 2 09/22/97 00
1256163 05 11/01/97 0
1256163 O 10/01/12
0
1
1650688 491/491 F 492,000.00 ZZ
180 489,115.31 1
1049 GRANVILLE DRIVE 7.875 4,666.38 80
7.625 4,666.38 615,000.00
NEWPORT BEACH CA 92660 1 10/03/97 00
63089971 01 12/01/97 0
63089971 O 11/01/12
0
1651565 J86/G01 F 98,250.00 ZZ
180 97,943.38 1
6 KETTLEBROOK DRIVE 7.125 889.98 75
6.875 889.98 131,000.00
MOUNT LAUREL NJ 08054 2 11/28/97 00
0430528414 09 01/01/98 0
NAPOLC2995NJ002 O 12/01/12
0
1651879 686/686 F 152,000.00 ZZ
180 150,589.94 1
11 RICHMOND AVENUE 7.300 1,391.84 72
7.050 1,391.84 213,000.00
WOBURN MA 01801 2 09/25/97 00
818323909 05 11/01/97 0
818323909 O 10/01/12
0
1652022 A06/G01 F 357,000.00 ZZ
180 355,873.68 1
28575 DANVERS COURT 7.000 3,208.82 62
6.750 3,208.82 585,000.00
FARMINGTON HILL MI 48334 2 11/12/97 00
0430539411 05 01/01/98 0
9712249 O 12/01/12
0
1652401 F02/181 F 546,000.00 ZZ
180 541,234.79 1
5752 OAKLEY TERRACE 8.000 5,217.86 76
7.750 5,217.86 720,000.00
IRVINE CA 92621 2 09/22/97 00
7004575 03 11/01/97 0
601569159 O 10/01/12
0
1652883 E22/G01 F 187,500.00 ZZ
180 186,436.46 1
1390 NW LAKESIDE TRAIL 8.250 1,819.01 75
8.000 1,819.01 250,000.00
1
STUART FL 34994 2 10/22/97 00
0410560601 05 12/01/97 0
410560601 O 11/01/12
0
1653473 638/G01 F 440,000.00 ZZ
180 438,700.06 1
34 BARNEBURG 7.750 4,141.61 80
7.500 4,141.61 550,000.00
DOVE CANYON CA 92679 2 11/19/97 00
0430538942 05 01/01/98 0
8677554 O 12/01/12
0
1653759 F28/G01 F 296,000.00 ZZ
180 290,319.26 1
18820 201ST AVENUE NORTHEAST 7.250 2,702.07 80
7.000 2,702.07 370,000.00
WOODINVILLE WA 98072 2 06/27/97 00
0430483487 03 09/01/97 0
3335373 O 08/01/12
0
1654052 638/G01 F 548,000.00 ZZ
180 546,326.74 1
3601 WINDING CREEK ROAD 7.375 5,041.18 80
7.125 5,041.18 685,000.00
SACRAMENTO CA 95864 1 11/14/97 00
0430544585 05 01/01/98 0
08682924 O 12/01/12
0
1654227 943/943 F 290,800.00 ZZ
180 289,018.68 1
1740 REYNOLDA RD 7.375 2,675.14 78
7.125 2,675.14 375,000.00
WINSTON-SALEM NC 27104 2 10/24/97 00
7111125464 05 12/01/97 0
7111125464 O 11/01/12
0
1654229 943/943 F 335,000.00 ZZ
180 330,935.63 1
1S721 BLAKEWOOD COURT 7.375 3,081.75 59
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WINFIELD IL 60190 2 10/15/97 00
7505500375 05 12/01/97 0
7505500375 O 11/01/12
0
1
1654238 575/G01 F 233,800.00 ZZ
180 232,383.39 1
10412 HARDWOOD COURT 7.500 2,167.35 78
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WOODSTOCK MD 22163 2 10/24/97 00
0430489930 05 12/01/97 0
972422731 O 11/01/12
0
1656276 B75/G01 F 292,500.00 ZZ
180 292,500.00 1
5311 N 36 COURT 7.375 2,690.78 75
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HOLLYWOOD FL 33021 1 12/02/97 00
0430538439 05 02/01/98 0
7034101 O 01/01/13
0
1656485 B23/G01 F 800,000.00 ZZ
180 800,000.00 1
20927 GARTEL DRIVE 7.500 7,416.10 60
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WALNUT CA 91789 5 12/01/97 00
0430516484 05 02/01/98 0
88002126 O 01/01/13
0
1657420 E16/G01 F 400,000.00 ZZ
180 400,000.00 1
26 RIDGE ROAD 7.500 3,708.05 75
7.250 3,708.05 535,000.00
LEBANON NJ 08833 5 12/05/97 00
0430546622 05 02/01/98 0
118801273 O 01/01/13
0
1657527 074/G01 F 315,000.00 ZZ
180 313,049.33 1
3733 30TH ROAD NORTH 7.250 2,875.52 60
7.000 2,875.52 530,000.00
ARLINGTON VA 22207 2 10/22/97 00
0430508630 05 12/01/97 0
1761118349 O 11/01/12
0
1658153 H19/G01 F 313,000.00 ZZ
180 312,044.28 1
1
1659 EAST MAPLE HILLS DRIVE 7.375 2,879.37 62
7.125 2,879.37 510,000.00
BOUNTIFUL UT 84010 5 11/24/97 00
0430530535 05 01/01/98 0
2034684 O 12/01/12
0
1658315 686/686 F 67,500.00 ZZ
180 67,300.57 1
724 NW 23RD STREET 7.750 635.37 50
7.500 635.37 135,000.00
WILTON MANORS FL 33311 5 10/31/97 00
818423972 05 01/01/98 0
818423972 O 12/01/12
0
1658338 811/G01 F 225,000.00 ZZ
180 224,305.44 1
18708 EAST CAVENDISH DRIVE 7.250 2,053.94 70
7.000 2,053.94 325,000.00
CASTRO VALLEY CA 94552 5 11/21/97 00
0430530295 03 01/01/98 0
17412 O 12/01/12
0
1658413 B75/G01 F 819,000.00 ZZ
180 819,000.00 1
2324 BARCELONA DRIVE 8.000 7,826.79 69
7.750 7,826.79 1,200,000.00
FORT LAUDERDALE FL 33306 1 12/05/97 00
0430538074 05 02/01/98 0
7198815 O 01/01/13
0
1658760 808/G01 F 158,400.00 ZZ
180 157,932.01 1
2413 SHADOW OAK LANE 7.750 1,490.99 90
7.500 1,490.99 176,000.00
MODESTO CA 95355 2 11/03/97 01
0430528943 05 01/01/98 25
9407039 O 12/01/12
0
1658777 H05/H05 F 228,000.00 ZZ
180 228,000.00 1
6 MISSI COURT 7.375 2,097.43 59
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OWINGS MILLS MD 21117 5 12/10/97 00
7110151 05 02/01/98 0
1
7110151 O 01/01/13
0
1659625 267/267 F 523,000.00 ZZ
180 521,367.81 1
1145 LORAIN ROAD 7.125 4,737.50 80
6.875 4,737.50 660,000.00
SAN MARINO CA 91108 2 11/03/97 00
4326432 05 01/01/98 0
4326432 O 12/01/12
0
1659901 B24/G01 F 56,000.00 ZZ
180 56,000.00 1
123 SOUTH ADELAILDE AVE 7.750 527.11 80
UNIT 5 J 7.500 527.11 70,000.00
HIGHLAND PARK NJ 08904 1 12/08/97 00
0430527333 05 02/01/98 0
1659901 O 01/01/13
0
1660262 G75/G75 F 255,000.00 ZZ
180 253,454.91 1
1820 BOKA VALLEY COURT 7.500 2,363.89 64
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WOODBINE MD 21797 5 10/17/97 00
03373317 05 12/01/97 0
03373317 O 11/01/12
0
1661194 106/106 F 385,000.00 ZZ
180 382,564.09 1
7453 BEECH AVENUE 7.000 3,460.00 60
6.750 3,460.00 650,000.00
ORANGEVALE CA 95662 2 10/27/97 00
6522882 05 12/01/97 0
6522882 O 11/01/12
0
1661723 927/G01 F 225,000.00 ZZ
180 223,695.23 1
5510 DARIAN WAY 8.000 2,150.22 48
7.750 2,150.22 475,000.00
COLORADO SPRING CO 80919 1 10/30/97 00
0430527812 05 12/01/97 0
306829 O 11/01/12
0
1
1661753 069/G01 F 344,500.00 ZZ
180 343,424.88 1
42 CLEAR CREEK 7.125 3,120.59 70
6.875 3,120.59 492,151.00
IRVINE CA 92620 1 11/14/97 00
0430538785 03 01/01/98 0
2262205979 O 12/01/12
0
1661757 B24/G01 F 175,000.00 ZZ
180 175,000.00 1
28 WOODDALE ROAD 7.000 1,572.95 18
6.750 1,572.95 1,000,000.00
GREENWICH CT 06830 5 12/03/97 00
0430526483 05 02/01/98 0
1661757 O 01/01/13
0
1662161 637/G01 F 300,000.00 ZZ
180 298,142.22 1
823 BEAVER COURT 7.250 2,738.59 53
7.000 2,738.59 570,000.00
FREMONT CA 94539 2 10/27/97 00
0430524785 05 12/01/97 0
8396723 O 11/01/12
0
1662169 637/G01 F 272,000.00 ZZ
180 270,315.61 1
15454 MARE COURT 7.250 2,482.99 34
7.000 2,482.99 800,000.00
TRUCKEE CA 96161 2 10/17/97 00
0430524801 03 12/01/97 0
8389066 O 11/01/12
0
1662244 K08/G01 F 370,000.00 ZZ
180 368,832.67 1
960 GEORGIA AVENUE 7.000 3,325.66 70
6.750 3,325.66 535,000.00
WINTER PARK FL 32789 1 11/19/97 00
0410628564 05 01/01/98 0
410628564 O 12/01/12
0
1662246 E22/G01 F 58,200.00 ZZ
180 58,029.94 1
11226 ODETTE AVENUE 7.875 552.00 72
7.625 552.00 81,500.00
1
DALLAS TX 75228 2 11/13/97 00
0410605299 05 01/01/98 0
410605299 O 12/01/12
0
1662249 K08/G01 F 67,500.00 ZZ
180 67,296.15 1
10291 GILES ROAD 7.500 625.73 75
7.250 625.73 90,000.00
LINDEN NC 28356 5 11/19/97 00
0410568067 05 01/01/98 0
410568067 O 12/01/12
0
1662402 912/G01 F 440,000.00 ZZ
180 438,714.32 1
1575 DUNNEVILLE STREET 7.875 4,173.18 80
7.625 4,173.18 550,000.00
LAS VEGAS NV 89102 2 11/10/97 00
0430532739 05 01/01/98 0
235933 O 12/01/12
0
1662581 K08/G01 F 110,000.00 ZZ
180 109,333.50 1
13275 NW 15TH STREET 7.500 1,019.71 72
7.250 1,019.71 153,332.00
PEMBROKE PINES FL 33028 1 10/09/97 00
0410581698 03 12/01/97 0
410581698 O 11/01/12
0
1662583 E22/G01 F 260,000.00 ZZ
180 259,206.12 1
9 POND HILL DR. 7.375 2,391.80 65
7.125 2,391.80 400,000.00
BOONTON TOWNSHI NJ 07005 1 11/21/97 00
0410553440 05 01/01/98 0
410553440 O 12/01/12
0
1662584 K08/G01 F 335,000.00 ZZ
180 333,919.93 1
1801 HARVEST LANE 6.750 2,964.45 45
6.500 2,964.45 755,000.00
BLOOMFIELD HILL MI 48302 5 11/19/97 00
0410622591 05 01/01/98 0
410622591 O 12/01/12
0
1
1662587 E22/G01 F 220,000.00 ZZ
180 219,335.57 1
7789 MCLAURIN ROAD NORTH 7.500 2,039.43 61
7.250 2,039.43 364,700.00
JACKSONVILLE FL 32256 2 11/12/97 00
0410612774 03 01/01/98 0
410612774 O 12/01/12
0
1662638 E22/G01 F 275,500.00 ZZ
180 274,658.79 1
17106 SOUTHEAST 29TH PLACE 7.375 2,534.39 56
7.125 2,534.39 500,000.00
BELLEVUE WA 98008 2 11/18/97 00
0410608897 03 01/01/98 0
410608897 O 12/01/12
0
1662782 B24/G01 F 196,400.00 ZZ
180 196,400.00 1
20 SEVENTH STREET 7.625 1,834.63 75
7.375 1,834.63 262,000.00
STAMFORD CT 06905 2 12/10/97 00
0430528778 05 02/01/98 0
1662782 O 01/01/13
0
1663089 744/G01 F 144,000.00 ZZ
180 143,555.48 1
111 JOANNE TERRACE 7.250 1,314.52 72
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GARFIELD NJ 07026 2 11/07/97 00
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RIDGEFIELD CT 06877 2 11/03/97 00
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APOPKA FL 32703 1 11/14/97 00
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1
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1
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TROY MI 48098 5 11/20/97 00
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COVINA CA 91724 2 11/06/97 00
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FREMONT CA 94539 2 11/14/97 00
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1666055 638/G01 F 300,000.00 ZZ
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FORT COLLINS CO 80525 2 10/29/97 00
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CHESTERFIELD TW MI 48051 2 12/01/97 00
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WEST BLOOMFIELD MI 48322 1 12/01/97 00
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ARCADIA CA 91007 1 11/12/97 00
0430530212 01 01/01/98 0
09110495 O 12/01/12
0
1666533 956/G01 F 350,000.00 ZZ
180 348,931.31 1
22071 DORSEY WAY 7.375 3,219.73 37
7.125 3,219.73 970,000.00
SARATOGA CA 95070 2 11/20/97 00
0430529818 05 01/01/98 0
1711218 O 12/01/12
0
1666536 956/G01 F 495,000.00 ZZ
180 493,505.04 1
631 ARDEN BLVD 7.500 4,588.71 66
7.250 4,588.71 750,000.00
LOS ANGELES CA 90005 2 11/21/97 00
0430529263 05 01/01/98 0
5711073 O 12/01/12
0
1666763 K08/G01 F 325,000.00 ZZ
180 323,963.45 1
223 SOUTH MILWAUKEE ST. 6.875 2,898.53 68
6.625 2,898.53 478,000.00
DENVER CO 80209 1 12/01/97 00
0410616619 05 01/01/98 0
410616619 O 12/01/12
0
1666765 286/286 F 390,000.00 ZZ
180 388,796.08 1
101 BENTLEY 7.250 3,560.17 68
7.000 3,560.17 580,000.00
DEERFIELD IL 60015 2 11/21/97 00
0000953126 03 01/01/98 0
0000953126 O 12/01/12
0
1666772 286/286 F 310,000.00 ZZ
180 309,043.04 1
1
5415 KIRKWOOD DRIVE 7.250 2,829.88 73
7.000 2,829.88 430,000.00
BETHESDA MD 20816 2 11/14/97 00
953118 05 01/01/98 0
953118 O 12/01/12
0
1666779 286/286 F 325,000.00 ZZ
180 324,029.17 1
298 CORNING DRIVE 7.625 3,035.93 42
7.375 3,035.93 785,000.00
BRATENAHL OH 44108 2 11/14/97 00
0008665745 05 01/01/98 0
0008665745 O 12/01/12
0
1666783 286/286 F 240,000.00 ZZ
180 239,283.08 1
10039 CLEARFIELD AVENUE 7.625 2,241.92 72
7.375 2,241.92 336,000.00
VIENNA VA 22181 2 11/24/97 00
953892 05 01/01/98 0
953892 O 12/01/12
0
1666788 286/286 F 545,000.00 ZZ
180 543,317.61 1
ROUTE 7 BOX 125X 7.250 4,975.10 74
7.000 4,975.10 740,000.00
SANTA FE NM 87505 2 11/10/97 00
0951519 05 01/01/98 0
0951519 O 12/01/12
0
1666800 286/286 F 350,000.00 ZZ
180 348,954.50 1
46 CHEYENNE MOUNTAIN BLVD 7.625 3,269.46 43
7.375 3,269.46 825,000.00
COLORADO SPRING CO 80906 2 11/21/97 00
0000953734 05 01/01/98 0
0000953734 O 12/01/12
0
1666808 286/286 F 406,000.00 ZZ
180 404,216.53 1
23550 JUNIPER CT 7.500 3,763.68 73
7.250 3,763.68 559,000.00
BARRINGTON IL 60010 2 11/11/97 00
0000945238 05 01/01/98 0
1
0000945238 O 12/01/12
0
1666813 286/286 F 234,800.00 ZZ
180 234,106.30 1
2992 WALLING WAY 7.750 2,210.12 78
7.500 2,210.12 303,000.00
BEAVERCREEK OH 45434 2 11/11/97 00
0008663481 05 01/01/98 0
0008663481 O 12/01/12
0
1666814 225/225 F 241,850.00 ZZ
180 241,086.97 1
2819 FILBERT DRIVE 7.000 2,173.82 75
6.750 2,173.82 322,500.00
WALNUT CREEK CA 94598 2 11/19/97 00
8074384 05 01/01/98 0
8074384 O 12/01/12
0
1666959 685/G01 F 323,750.00 ZZ
180 323,750.00 1
1724 ADDISON ROAD 7.250 2,955.39 60
7.000 2,955.39 548,000.00
PALOS VERDES ES CA 90274 1 12/08/97 00
0430528836 05 02/01/98 0
110140 O 01/01/13
0
1666975 A52/G01 F 30,000.00 ZZ
180 30,000.00 1
509 BENSON STREET 8.250 291.04 43
8.000 291.04 70,000.00
HARTWELL GA 30643 2 12/10/97 00
0430527465 05 02/01/98 0
243003 O 01/01/13
0
1666996 975/G01 F 200,000.00 ZZ
180 200,000.00 1
14 LAS CRUCES 7.500 1,854.02 75
7.250 1,854.02 270,000.00
IRVINE CA 92614 2 12/03/97 00
0430532226 03 02/01/98 0
972503 O 01/01/13
0
1
1667006 A19/G01 F 278,000.00 ZZ
180 275,520.05 1
4 BURNHAM DRIVE 7.750 2,616.75 64
7.500 2,616.75 440,000.00
NORTH READING MA 01864 2 09/08/97 00
0430530063 05 11/01/97 0
1621583 O 10/01/12
0
1667228 356/G01 F 239,750.00 ZZ
180 239,750.00 1
1343 PRIMROSE WAY 7.500 2,222.52 51
7.250 2,222.52 478,000.00
CUPERTINO CA 95014 2 11/21/97 00
0430531442 05 02/01/98 0
2452944 O 01/01/13
0
1667382 A52/G01 F 166,250.00 ZZ
180 165,742.37 1
6899 HERITAGE PARKWAY 7.375 1,529.37 74
7.125 1,529.37 225,000.00
LITHIA SPRINGS GA 30057 5 12/09/97 00
0430528588 05 01/01/98 0
240572 O 12/01/12
0
1667931 686/686 F 125,000.00 ZZ
180 124,634.74 1
31 ELTON AVENUE 7.875 1,185.57 47
7.625 1,185.57 270,000.00
WATERTOWN MA 02172 5 11/25/97 00
818469058 05 01/01/98 0
818469058 O 12/01/12
0
1667939 601/G01 F 360,000.00 ZZ
180 358,826.72 1
3295 NORTHSHORE ROAD 6.625 3,160.78 75
6.375 3,160.78 480,000.00
BELLINGHAM WA 98226 5 11/18/97 00
0430537811 05 01/01/98 0
0259005379 O 12/01/12
0
1667973 267/267 F 450,000.00 ZZ
180 450,000.00 1
1924 MONTGOMERY AVENUE 6.750 3,982.10 79
6.500 3,982.10 575,000.00
1
CARDIFF CA 92007 1 11/21/97 00
4323426 05 02/01/98 0
4323426 O 01/01/13
0
1667987 822/G01 F 200,000.00 ZZ
180 199,415.60 1
1271 BRIDLE ESTATES DRIVE 7.875 1,896.90 56
7.625 1,896.90 360,000.00
YARDLEY PA 19067 1 11/21/97 00
0430531277 05 01/01/98 0
0136076844 O 12/01/12
0
1667994 E66/E66 F 242,000.00 ZZ
180 241,228.17 1
1514 DEERBERRY LANE 6.875 2,158.29 64
6.625 2,158.29 380,000.00
WAKE FOREST NC 27587 5 11/20/97 00
600357256 05 01/01/98 0
600357256 O 12/01/12
0
1668008 267/267 F 264,000.00 ZZ
180 264,000.00 1
16605 JEANETTE AVENUE 7.125 2,391.40 80
6.875 2,391.40 330,000.00
CERRITOS CA 90703 2 11/28/97 00
4412712 05 02/01/98 0
4412712 O 01/01/13
0
1668015 B57/G01 F 650,000.00 ZZ
180 650,000.00 1
11740 HENLEY LANE 6.875 5,797.06 73
6.625 5,797.06 900,000.00
LOS ANGELES CA 90077 2 12/05/97 00
0430535880 03 02/01/98 0
9712504 O 01/01/13
0
1668034 074/074 F 774,000.00 ZZ
180 771,558.07 1
44 NELSON PL 7.000 6,956.93 60
6.750 6,956.93 1,300,000.00
TENAFLY NJ 07670 1 11/21/97 00
1101203530 05 01/01/98 0
1101203530 O 12/01/12
0
1
1668038 074/074 F 650,000.00 ZZ
180 647,949.28 1
133 WEST 87TH STREET 7.000 5,842.39 50
6.750 5,842.39 1,310,000.00
NEW YORK NY 10024 1 11/14/97 00
1106090408 05 01/01/98 0
1106090408 O 12/01/12
0
1668040 074/074 F 264,000.00 ZZ
180 263,193.90 1
30 STRATTON SQUARE 7.375 2,428.60 80
7.125 2,428.60 330,000.00
EAST HAMPTON NY 11937 5 11/25/97 00
1106093315 05 01/01/98 0
1106093315 O 12/01/12
0
1668042 074/074 F 440,000.00 T
180 438,685.65 1
13 LONG HILL ROAD 7.625 4,110.18 80
7.375 4,110.18 550,000.00
EAST HAMPTON NY 11937 1 11/24/97 00
1106098738 05 01/01/98 0
1106098738 O 12/01/12
0
1668045 074/074 F 20,000.00 ZZ
180 19,940.91 1
418 W RIVER ROAD 7.750 188.26 22
7.500 188.26 95,000.00
VILLAGE AND TOW NY 13812 1 11/26/97 00
1107030263 05 01/01/98 0
1107030263 O 12/01/12
0
1668046 074/074 F 243,000.00 ZZ
180 242,224.98 1
7 HICKORY LANE 6.875 2,167.21 73
6.625 2,167.21 335,000.00
ROCHESTER NY 14625 2 11/20/97 00
1107031481 05 01/01/98 0
1107031481 O 12/01/12
0
1668048 074/074 F 318,000.00 ZZ
180 317,029.02 1
1
130 BARROW STREET, UNIT 506PH6 7.375 2,925.36 80
7.125 2,925.36 400,000.00
NEW YORK NY 10014 2 11/20/97 00
1111131526 08 01/01/98 0
1111131526 O 12/01/12
0
1668050 074/074 F 363,000.00 ZZ
180 361,903.69 2
16 PROSPECT AVENUE 7.500 3,365.06 74
7.250 3,365.06 495,000.00
SEA CLIFF NY 11579 2 11/04/97 00
1111135301 05 01/01/98 0
1111135301 O 12/01/12
0
1668052 074/074 F 500,000.00 T
180 498,555.06 1
14 WINDING BROOK DRIVE 8.000 4,778.27 80
7.750 4,778.27 625,000.00
SARATOGA SPRING NY 12866 1 12/01/97 00
1111137840 05 01/01/98 0
1111137840 O 12/01/12
0
1668053 074/074 F 43,750.00 ZZ
180 43,619.30 1
150-14 MELBOURNE AVE APT. 370A 7.625 408.69 70
7.375 408.69 62,500.00
\LUSHING NY 11367 1 11/24/97 00
1111141825 12 01/01/98 0
1111141825 O 12/01/12
0
1668054 074/074 F 256,500.00 ZZ
180 254,911.61 1
27 ERVINE STREET 7.250 2,341.49 90
7.000 2,341.49 285,000.00
SAN FRANCISCO CA 94134 2 10/27/97 21
1489009424 05 12/01/97 25
1489009424 O 11/01/12
0
1668055 074/074 F 139,750.00 ZZ
180 138,109.34 1
65 NEELYTOWN ROAD 8.000 1,335.52 65
7.750 1,335.52 215,000.00
CAMPBELL HALL NY 10916 5 10/20/97 00
1500368190 05 12/01/97 0
1
1500368190 O 11/01/12
0
1668056 074/074 F 170,000.00 ZZ
180 169,508.72 1
30 QUEENSBORO 8.000 1,624.61 65
7.750 1,624.61 262,500.00
STONY POINT NY 10980 1 11/06/97 00
1500372073 05 01/01/98 0
1500372073 O 12/01/12
0
1668057 074/074 F 300,000.00 ZZ
180 298,221.62 1
1 URSULA DRIVE 7.750 2,823.83 75
7.500 2,823.83 400,000.00
ROSLYN NY 11576 5 10/24/97 00
1500372867 05 12/01/97 0
1500372867 O 11/01/12
0
1668058 074/074 F 225,000.00 ZZ
180 223,621.74 1
34 EASTON ROAD 7.375 2,069.83 65
7.125 2,069.83 350,000.00
WESTPORT CT 06880 1 10/23/97 00
1500381697 05 12/01/97 0
1500381697 O 11/01/12
0
1668059 074/074 F 228,000.00 ZZ
180 225,554.23 1
12 JAMESTOWN PASS 7.000 2,049.33 80
6.750 2,049.33 285,000.00
COLTS NECK NJ 07722 5 11/24/97 00
1500394032 01 12/01/97 0
1500394032 O 11/01/12
0
1668061 074/074 F 380,000.00 ZZ
180 377,569.12 1
9 RAMBLING BROOK LANE 6.875 3,389.05 61
6.625 3,389.05 630,000.00
WARREN NJ 07059 2 10/14/97 00
1500395920 05 12/01/97 0
1500395920 O 11/01/12
0
1
1668062 074/074 F 60,000.00 ZZ
180 59,652.06 1
4 JULIA AVENUE 8.000 573.39 48
7.750 573.39 125,000.00
NEW PALTZ NY 12561 1 10/20/97 00
1500395964 05 12/01/97 0
1500395964 O 11/01/12
0
1668063 074/074 F 162,750.00 ZZ
180 161,806.22 1
201 CHURCH STREET 8.000 1,555.32 75
7.750 1,555.32 217,000.00
NEW ROCHELLE NY 10805 1 10/23/97 00
1500398088 05 12/01/97 0
1500398088 O 11/01/12
0
1668064 074/074 F 640,000.00 ZZ
180 636,122.16 1
128 UPPER CHURCH HILL ROAD 7.500 5,932.88 53
7.250 5,932.88 1,225,000.00
WASHINGTON DEPO CT 06794 5 10/31/97 00
1580065621 05 12/01/97 0
1580065621 O 11/01/12
0
1668065 074/074 F 140,000.00 ZZ
180 139,586.38 1
234 NO PARKER HILL ROAD 7.750 1,317.79 65
7.500 1,317.79 216,000.00
KILLINGWORTH CT 06419 5 11/21/97 00
1580068040 05 01/01/98 0
1580068040 O 12/01/12
0
1668066 074/074 F 110,000.00 ZZ
180 109,333.48 1
902 COLONIA ROAD 7.500 1,019.72 67
7.250 1,019.72 166,000.00
ELIZABETH NJ 07208 2 10/28/97 00
1587084136 05 12/01/97 0
1587084136 O 11/01/12
0
1668067 074/074 F 187,200.00 ZZ
180 186,634.63 1
28 HILLCREST TERRACE 7.500 1,735.37 80
7.250 1,735.37 234,000.00
1
VERONA NJ 07044 5 11/12/97 00
1587091131 05 01/01/98 0
1587091131 O 12/01/12
0
1668069 074/G01 F 100,000.00 ZZ
180 99,707.80 1
1303 BASEL PL 7.875 948.45 33
7.625 948.45 310,000.00
RIVERSIDE CA 92506 5 11/07/97 00
0430548271 05 01/01/98 0
1113060258 O 12/01/12
0
1668071 074/G01 F 555,000.00 ZZ
180 553,342.14 1
840 WEST HUTCHINSON 7.625 5,184.42 60
7.375 5,184.42 940,000.00
CHICAGO IL 60602 2 11/21/97 00
0430548289 05 01/01/98 0
1113064689 O 12/01/12
0
1668072 074/G01 F 187,200.00 ZZ
180 187,200.00 1
8489 WOODLAND SHORES DRIVE 6.875 1,669.55 80
6.625 1,669.55 234,000.00
BRIGHTON MI 48116 2 11/25/97 00
0430548305 05 02/01/98 0
1113069070 O 01/01/13
0
1668074 074/G01 F 280,650.00 ZZ
180 279,802.40 1
35 WELLESLEY RD 7.500 2,601.66 71
7.250 2,601.66 400,000.00
SWARTHMORE PA 19081 2 11/12/97 00
0430548339 05 01/01/98 0
1171169877 O 12/01/12
0
1668075 074/G01 F 260,000.00 T
180 259,206.12 1
K2 KITTY WAKE 7.375 2,391.80 80
7.125 2,391.80 325,000.00
BETHANY BEACH DE 19930 1 11/14/97 00
0430548347 03 01/01/98 0
1182015810 O 12/01/12
0
1
1668077 074/G01 F 265,000.00 ZZ
180 264,154.82 1
330 MOLINA AVENUE 6.875 2,363.41 74
6.625 2,363.41 360,000.00
LONG BEACH CA 90814 5 11/12/97 00
0430548362 05 01/01/98 0
1234010158 O 12/01/12
0
1668078 074/G01 F 244,000.00 ZZ
180 243,246.78 1
6451 EAST GOLF GLEN DRIVE 7.250 2,227.39 80
7.000 2,227.39 305,000.00
ANAHEIM CA 92807 2 11/05/97 00
0430548388 03 01/01/98 0
1237003432 O 12/01/12
0
1668079 074/G01 F 400,000.00 ZZ
180 398,724.25 1
13195 SEAGROVE STREET 6.875 3,567.42 79
6.625 3,567.42 508,080.00
SAN DIEGO CA 92130 1 11/13/97 00
0430548396 05 01/01/98 0
1243009535 O 12/01/12
0
1668080 074/G01 F 248,800.00 ZZ
180 247,292.48 1
6951 HEMINGWAY CT 7.500 2,306.41 80
7.250 2,306.41 311,000.00
SAN DIEGO CA 92120 2 10/29/97 00
0430548420 05 12/01/97 0
1243009590 O 11/01/12
0
1668081 074/G01 F 297,000.00 ZZ
180 296,093.14 1
3734 LOADSTONE DRIVE 7.375 2,732.17 73
7.125 2,732.17 410,000.00
SHERMAN OAKS CA 91403 2 11/12/97 00
0430548438 05 01/01/98 0
1246025120 O 12/01/12
0
1668082 074/G01 F 350,450.00 ZZ
180 349,379.94 1
1
3191 APPLE BLOSSOM CIRCLE 7.375 3,223.87 68
7.125 3,223.87 520,000.00
LAS VEGAS NV 89117 2 11/17/97 00
0430548446 05 01/01/98 0
1251150878 O 12/01/12
0
1668084 074/G01 F 311,897.00 ZZ
180 308,317.12 1
1716 CORTA BELLA DRIV 7.250 2,847.19 68
7.000 2,847.19 460,000.00
LAS VEGAS NV 89134 2 10/30/97 00
0430548461 03 12/01/97 0
1251153719 O 11/01/12
0
1668086 074/G01 F 320,000.00 T
180 319,044.11 1
11042 TURTLE BEACH RD D203 7.625 2,989.22 80
7.375 2,989.22 400,000.00
NORTH PALM BEAC FL 33408 1 11/20/97 00
0430548487 01 01/01/98 0
1301131272 O 12/01/12
0
1668087 074/G01 F 252,000.00 ZZ
180 251,247.24 1
1300 S OCEAN BLVD 302 7.625 2,354.01 80
7.375 2,354.01 315,000.00
POMPANO BEACH FL 33062 1 11/21/97 00
0430548503 06 01/01/98 0
1301132515 O 12/01/12
0
1668088 074/G01 F 296,800.00 T
180 295,903.63 1
1131 WATERSIDE LANE 7.500 2,751.37 48
7.250 2,751.37 630,000.00
HOLLYWOOD FL 33019 2 11/25/97 00
0430548511 03 01/01/98 0
1301133008 O 12/01/12
0
1668089 074/G01 F 1,000,000.00 ZZ
180 996,913.04 1
616 N ISLAND DR 7.250 9,128.63 63
7.000 9,128.63 1,600,000.00
GOLDEN BEACH FL 33160 5 11/21/97 00
0430548529 05 01/01/98 0
1
1311303931 O 12/01/12
0
1668090 074/G01 F 180,000.00 ZZ
180 179,491.25 1
7765 SW 141 ST 8.250 1,746.25 65
8.000 1,746.25 278,000.00
MIAMI FL 33158 5 11/03/97 00
0430548537 05 01/01/98 0
1311306248 O 12/01/12
0
1668091 074/G01 F 250,000.00 ZZ
180 249,236.65 1
540 PERUGIA AVE 7.375 2,299.81 59
7.125 2,299.81 425,000.00
CORAL GABLES FL 33146 2 11/21/97 00
0430548545 05 01/01/98 0
1311308505 O 12/01/12
0
1668092 074/G01 F 90,000.00 ZZ
180 89,734.10 1
200 SE 15 ROAD APT 16J 7.750 847.15 60
7.500 847.15 152,500.00
MIAMI FL 33129 1 11/25/97 00
0430548552 06 01/01/98 0
1312033694 O 12/01/12
0
1668094 074/G01 F 283,200.00 ZZ
180 282,335.28 1
1692 AUTUMN PLACE 7.375 2,605.22 80
7.125 2,605.22 354,000.00
BRENTWOOD TN 37027 1 11/20/97 00
0430548560 03 01/01/98 0
1341033370 O 12/01/12
0
1668096 074/G01 F 530,000.00 ZZ
180 528,291.23 1
5700 HARBORAGE DR 6.750 4,690.02 80
6.500 4,690.02 662,500.00
FORT MYERS FL 33908 1 11/14/97 00
0430548586 03 01/01/98 0
1381115492 O 12/01/12
0
1
1668097 074/G01 F 264,000.00 ZZ
180 263,176.11 1
18905 NE 21ST AVE 7.125 2,391.39 80
6.875 2,391.39 330,000.00
MIAMI FL 33179 1 11/18/97 00
0430548594 05 01/01/98 0
1391050134 O 12/01/12
0
1668098 074/G01 F 550,000.00 T
180 546,630.94 1
1010 CRESCENT BEACH RD 7.375 5,059.58 71
7.125 5,059.58 775,000.00
VERO BEACH FL 32963 2 11/03/97 00
0430548602 03 12/01/97 0
1391050270 O 11/01/12
0
1668099 074/G01 F 513,300.00 ZZ
180 511,732.69 1
342 COOK STREET 7.375 4,721.97 78
7.125 4,721.97 660,000.00
DENVER CO 80206 2 11/14/97 00
0430548610 09 01/01/98 0
1461115640 O 12/01/12
0
1668100 074/G01 F 744,000.00 ZZ
180 741,703.30 1
22525 TREETOP LANE 7.250 6,791.70 80
7.000 6,791.70 930,000.00
GOLDEN CO 80401 1 11/26/97 00
0430548628 03 01/01/98 0
1463009087 O 12/01/12
0
1668101 074/G01 F 283,000.00 ZZ
180 282,126.39 1
1547 PEBBLEBROOK COURT 7.250 2,583.40 67
7.000 2,583.40 425,000.00
WALNUT CREEK CA 94596 2 11/12/97 00
0430548636 03 01/01/98 0
1470003910 O 12/01/12
0
1668104 074/G01 F 242,000.00 ZZ
180 241,261.08 1
36004 3RD AVE SOUTH 7.375 2,226.21 72
7.125 2,226.21 340,000.00
1
FEDERAL WAY WA 98003 5 11/24/97 00
0430548669 05 01/01/98 0
1471013964 O 12/01/12
0
1668105 074/G01 F 295,300.00 ZZ
180 294,398.33 1
11919 SILVERCREST STREET 7.375 2,716.53 79
7.125 2,716.53 375,000.00
MOORPARK CA 93021 2 11/19/97 00
0430548677 03 01/01/98 0
1482017388 O 12/01/12
0
1668107 074/G01 F 575,000.00 ZZ
180 571,533.85 1
680 SAN YSIDRO ROAD 7.375 5,289.56 53
7.125 5,289.56 1,100,000.00
SANTA BARBARA CA 93108 2 11/19/97 00
0430548693 05 01/01/98 0
1484008763 O 12/01/12
0
1668108 074/G01 F 304,000.00 ZZ
180 303,040.89 1
925 FELLOWSHIP ROAD 7.000 2,732.44 69
6.750 2,732.44 445,000.00
SANTA BARBARA CA 93109 2 11/18/97 00
0430548701 05 01/01/98 0
1484010153 O 12/01/12
0
1668109 074/G01 F 885,400.00 ZZ
180 879,374.64 1
1405 SW CORBETT HILL CIRCLE 7.125 8,020.23 56
6.875 8,020.23 1,600,000.00
PORTLAND OR 97219 2 10/31/97 00
0430548719 03 12/01/97 0
1493011180 O 11/01/12
0
1668111 074/G01 F 478,000.00 ZZ
180 476,491.93 1
189 GLASGOW LANE 7.000 4,296.40 60
6.750 4,296.40 800,000.00
SAN CARLOS CA 94070 2 11/05/97 00
0430548743 05 01/01/98 0
1494003959 O 12/01/12
0
1
1668112 074/G01 F 290,000.00 ZZ
180 289,075.08 1
111 SOUTHAMPTON AV 6.875 2,586.38 28
6.625 2,586.38 1,050,000.00
BERKELEY CA 94707 2 10/30/97 00
0430548750 05 01/01/98 0
1494004260 O 12/01/12
0
1668113 074/G01 F 275,000.00 ZZ
180 274,151.09 1
2021 RIDGEHILL DRIVE 7.250 2,510.37 54
7.000 2,510.37 510,000.00
BOUNTIFUL UT 84010 5 11/18/97 00
0430548768 05 01/01/98 0
1497018034 O 12/01/12
0
1668114 074/G01 F 83,500.00 ZZ
180 82,994.06 1
3 ASPEN STREET 7.500 774.06 67
7.250 774.06 126,500.00
NEW HOPE PA 18938 5 10/27/97 00
0430548776 09 12/01/97 0
1500377918 O 11/01/12
0
1668115 074/G01 F 75,300.00 ZZ
180 74,843.75 1
5010 BETHLEHEM ROAD 7.500 698.04 80
7.250 698.04 95,000.00
PRESTON MD 21655 2 10/10/97 00
0430548784 05 12/01/97 0
1500392729 O 11/01/12
0
1668116 074/G01 F 313,900.00 ZZ
180 312,951.97 1
113 SPYGLASS DRIVE 7.500 2,909.90 75
7.250 2,909.90 421,036.00
BLUE BELL PA 19422 1 11/04/97 00
0430548792 09 01/01/98 0
1500402390 O 12/01/12
0
1668117 074/G01 F 74,400.00 ZZ
180 73,934.18 1
1
413 E. ASHLAND AVENUE 7.125 673.94 80
6.875 673.94 93,000.00
FOLCROFT PA 19032 5 10/30/97 00
0430548800 05 12/01/97 0
1500403315 O 11/01/12
0
1668118 074/G01 F 234,000.00 ZZ
180 231,889.66 1
151 SAYLESVILLE DR 7.625 2,185.87 72
7.375 2,185.87 327,000.00
CHESTERFIELD MO 63017 2 09/29/97 00
0430548818 03 11/01/97 0
1504167338 O 10/01/12
0
1668119 074/G01 F 649,900.00 ZZ
180 647,871.78 1
1506 EAST MOUNTAIN DRIVE 7.125 5,887.00 55
6.875 5,887.00 1,200,000.00
SANTA BARBARA CA 93108 2 11/05/97 00
0430548834 05 01/01/98 0
1504173454 O 12/01/12
0
1668120 074/G01 F 312,000.00 ZZ
180 310,067.92 1
474 SCHOOL STREET 7.250 2,848.13 80
7.000 2,848.13 390,000.00
FREMONT CA 94536 5 10/09/97 00
0430548842 05 12/01/97 0
1506343861 O 11/01/12
0
1668121 074/G01 F 157,700.00 ZZ
180 156,723.44 1
1470 ANDREA STREET 7.250 1,439.58 50
7.000 1,439.58 320,000.00
CARPENTERIA CA 93013 5 10/17/97 00
0430548867 05 12/01/97 0
1506355022 O 11/01/12
0
1668125 074/G01 F 209,250.00 ZZ
180 208,009.58 1
9728 COTTONWOOD WAY 7.750 1,969.62 75
7.500 1,969.62 279,000.00
RANCHO CUCAMONG CA 91737 1 10/09/97 00
0430548917 05 12/01/97 0
1
1506360995 O 11/01/12
0
1668126 074/G01 F 134,000.00 ZZ
180 132,764.97 1
25440 BELLEMORE DRIVE 7.375 1,232.70 77
7.125 1,232.70 176,000.00
RAMONA CA 92065 2 09/24/97 00
0430548925 05 11/01/97 0
1506363916 O 10/01/12
0
1668127 074/G01 F 227,200.00 ZZ
180 225,867.88 1
4520 PENNSYLVANIA AVENUE #122 7.875 2,154.88 80
7.625 2,154.88 284,100.00
LA CRESCENTA AR CA 91214 1 10/20/97 00
0430548941 01 12/01/97 0
1506367134 O 11/01/12
0
1668128 074/G01 F 328,000.00 ZZ
180 325,487.74 1
22491 BLUEJAY 7.375 3,017.35 70
7.125 3,017.35 470,000.00
MISSION VIEJO CA 92692 2 10/27/97 00
0430548958 03 12/01/97 0
1506367520 O 11/01/12
0
1668129 074/G01 F 42,000.00 ZZ
180 41,723.22 1
24672 GOLF VIEW DRIVE 7.250 383.40 33
7.000 383.40 129,000.00
VALENCIA CA 91355 5 10/21/97 00
0430548974 09 12/01/97 0
1506367780 O 11/01/12
0
1668130 074/G01 F 395,000.00 ZZ
180 392,097.70 1
5739 MAYBERRY AVENUE 7.000 3,550.37 79
6.750 3,550.37 505,000.00
RANCHO CUCAMONG CA 91737 2 10/24/97 00
0430548982 05 12/01/97 0
1506370263 O 11/01/12
0
1
1668131 074/G01 F 455,000.00 ZZ
180 451,643.21 1
301 MOUNT OLIVE DRIVE 7.875 4,315.45 65
7.625 4,315.45 700,000.00
BRADBURY CA 91010 5 10/27/97 00
0430548990 05 12/01/97 0
1506371721 O 11/01/12
0
1668132 074/G01 F 126,000.00 ZZ
180 125,619.46 1
9082 MADELINE DRIVE 7.500 1,168.04 55
7.250 1,168.04 233,000.00
HUNTINGTON BEAC CA 92646 2 10/30/97 00
0430549006 05 01/01/98 0
1506372214 O 12/01/12
0
1668133 074/G01 F 295,000.00 ZZ
180 294,089.34 1
608 SOUTH IRENA AVENUE 7.250 2,692.95 33
7.000 2,692.95 895,000.00
REDONDO BEACH CA 90277 1 10/31/97 00
0430549014 05 01/01/98 0
1506374956 O 12/01/12
0
1668134 074/G01 F 159,250.00 ZZ
180 158,194.92 1
16554 YEOHO ROAD 7.625 1,487.60 65
7.375 1,487.60 245,000.00
SPARKS MD 21152 5 10/15/97 00
0430549022 05 12/01/97 0
1507304140 O 11/01/12
0
1668135 074/G01 F 140,800.00 ZZ
180 139,974.46 1
414 N FRANKLIN AVENUE #3A 7.875 1,335.42 80
7.625 1,335.42 176,000.00
RIVER FOREST IL 60305 5 10/24/97 00
0430549030 01 12/01/97 0
1507314687 O 11/01/12
0
1668136 074/G01 F 52,000.00 ZZ
180 51,714.72 1
30455 E POINTE 8.625 515.88 34
8.375 515.88 155,000.00
1
GIBRALTAR MI 48173 5 10/23/97 00
0430549048 05 12/01/97 0
1507315555 O 11/01/12
0
1668137 074/G01 F 120,000.00 ZZ
180 117,487.00 1
25212 ARDEN PARK DRIVE 8.375 1,172.91 61
8.125 1,172.91 198,000.00
FARMINGTON HILL MI 48336 5 10/23/97 00
0430549055 05 12/01/97 0
1507320170 O 11/01/12
0
1668138 074/G01 F 199,950.00 ZZ
180 198,711.79 1
10509 CHANCERY COURT 7.250 1,825.27 75
7.000 1,825.27 266,816.00
FAIRFAX VA 22030 1 10/23/97 00
0430549063 09 12/01/97 0
1507321966 O 11/01/12
0
1668139 074/G01 F 260,000.00 ZZ
180 258,407.34 1
549 WEST GLENVIEW AVENUE 7.375 2,391.81 71
7.125 2,391.81 370,000.00
OCONOMOWOC WI 53066 2 10/08/97 00
0430549071 05 12/01/97 0
1507322120 O 11/01/12
0
1668141 074/G01 F 432,000.00 ZZ
180 429,399.87 1
1106 RIDGE WAY DR 7.625 4,035.44 72
7.375 4,035.44 603,700.00
ROCHESTER MI 48307 2 10/16/97 00
0430549097 05 12/01/97 0
1507326020 O 11/01/12
0
1668142 074/G01 F 290,000.00 ZZ
180 288,184.56 1
33 HAMPTON COURT 7.125 2,626.91 45
6.875 2,626.91 650,000.00
CINCINNATI OH 45208 2 10/24/97 00
0430549105 03 12/01/97 0
1507332474 O 11/01/12
0
1
1668143 074/G01 F 230,000.00 ZZ
180 228,575.69 1
2331 OAK HILL DRIVE 7.250 2,099.59 77
7.000 2,099.59 300,000.00
LISLE IL 60532 5 10/28/97 00
0430549113 05 12/01/97 0
1507333284 O 11/01/12
0
1668144 074/G01 F 259,000.00 ZZ
180 257,430.69 1
2469 IRON FORGE ROAD 7.500 2,400.96 77
7.250 2,400.96 340,000.00
HERNDON VA 20171 2 11/03/97 00
0430549121 03 12/01/97 0
1507334323 O 11/01/12
0
1668145 074/G01 F 320,000.00 T
180 307,857.93 1
720 NORTH DRIVE 7.000 2,876.25 80
6.750 2,876.25 400,000.00
NEW BUFFALO MI 49117 1 10/23/97 00
0430549139 05 12/01/97 0
1507335075 O 11/01/12
0
1668146 074/G01 F 245,000.00 ZZ
180 241,583.12 1
2217 ROBINHOOD STREET 7.000 2,202.13 73
6.750 2,202.13 340,000.00
HOUSTON TX 77005 2 08/18/97 00
0430549147 05 10/01/97 0
1507342795 O 09/01/12
0
1668147 074/G01 F 250,000.00 ZZ
180 249,236.65 1
1604 SHERWOOD HALL LANE 7.375 2,299.81 85
7.125 2,299.81 295,000.00
ALEXANDRIA VA 22306 2 11/18/97 04
0430549154 05 01/01/98 6
1507343721 O 12/01/12
0
1668148 074/G01 F 52,000.00 ZZ
180 51,848.06 1
1
871 CHANNING 7.875 493.19 80
7.625 493.19 65,000.00
FERNDALE MI 48220 5 11/19/97 00
0430549170 05 01/01/98 0
1507346785 O 12/01/12
0
1668149 074/G01 F 517,000.00 ZZ
180 510,695.56 1
1721 TARPON DRIVE 7.500 4,792.66 70
7.250 4,792.66 740,000.00
TALLAHASSEE FL 32308 2 08/25/97 00
0430549188 05 10/01/97 0
1511172509 O 09/01/12
0
1668150 074/G01 F 247,200.00 ZZ
180 245,669.19 1
103 SURREY LANE 7.250 2,256.60 80
7.000 2,256.60 309,000.00
JOHNSON CITY TN 37601 1 10/16/97 00
0430549196 05 12/01/97 0
1511186274 O 11/01/12
0
1668151 074/G01 F 650,000.00 ZZ
180 645,997.76 1
2744 GORDON BANKS 7.375 5,979.50 65
7.125 5,979.50 1,000,000.00
DULUTH GA 30097 1 10/22/97 00
0430549204 03 12/01/97 0
1511192517 O 11/01/12
0
1668152 074/G01 F 272,000.00 ZZ
180 270,333.83 1
621 TRACE CROSSINGS TRAIL 7.375 2,502.20 80
7.125 2,502.20 340,000.00
HOOVER AL 35244 5 10/09/97 00
0430549212 03 12/01/97 0
1511193247 O 11/01/12
0
1668153 074/G01 F 234,000.00 ZZ
180 232,535.14 1
133 BORDEAUX WAY 7.125 2,119.64 48
6.875 2,119.64 490,000.00
BRASELTON GA 30517 2 10/10/97 00
0430549220 05 12/01/97 0
1
1511193611 O 11/01/12
0
1668154 074/G01 F 640,000.00 ZZ
180 635,861.53 1
9048 SHOAL CREEK DRIVE 6.750 5,663.43 80
6.500 5,663.43 800,000.00
TALLAHASSEE FL 32312 2 10/27/97 00
0430549238 03 12/01/97 0
1511195388 O 11/01/12
0
1668155 074/G01 F 300,000.00 ZZ
180 298,101.50 1
137 WOLF CREEK DRIVE NORTH 7.000 2,696.49 90
6.750 2,696.49 335,000.00
MACON GA 31210 1 10/29/97 11
0430549253 05 12/01/97 25
1511195672 O 11/01/12
0
1668156 074/G01 F 535,500.00 ZZ
180 532,147.68 1
6258 GLYNMOOR LAKES DRIVE 7.125 4,850.73 59
6.875 4,850.73 915,800.00
CHARLOTTE NC 28277 2 10/16/97 00
0430549261 03 12/01/97 0
1511198772 O 11/01/12
0
1668157 074/G01 F 76,800.00 ZZ
180 76,313.99 1
823 DARLINGTON DR 7.000 690.30 80
6.750 690.30 96,000.00
JONESBORO GA 30236 5 10/14/97 00
0430549279 05 12/01/97 0
1511199593 O 11/01/12
0
1668158 074/G01 F 112,500.00 ZZ
180 111,825.75 1
5074 SHADY GROVE ROAD 7.625 1,050.90 33
7.375 1,050.90 350,000.00
MEMPHIS TN 38117 1 10/24/97 00
0430549287 05 12/01/97 0
1511200740 O 11/01/12
0
1
1668159 074/G01 F 24,900.00 ZZ
180 24,761.86 1
13875 SW 63RD LANE 8.500 245.20 27
8.250 245.20 94,900.00
MIAMI FL 33183 1 10/10/97 00
0430549295 09 12/01/97 0
1511202698 O 11/01/12
0
1668160 074/G01 F 278,150.00 ZZ
180 276,408.74 1
815 OLDE CLUBS DRIVE 7.125 2,519.57 80
6.875 2,519.57 347,700.00
ALPHARETTA GA 30022 1 10/15/97 00
0430549303 03 12/01/97 0
1511203464 O 11/01/12
0
1668162 074/G01 F 285,000.00 ZZ
180 284,110.57 1
203 MONTROSE DRIVE 7.125 2,581.62 80
6.875 2,581.62 360,000.00
MCDONOUGH GA 30253 2 11/05/97 00
0430549311 05 01/01/98 0
1511205492 O 12/01/12
0
1668163 074/G01 F 290,000.00 ZZ
180 278,893.13 1
8107 COUNTRYSIDE DRIVE 7.250 2,647.30 70
7.000 2,647.30 418,000.00
SAN ANTONIO TX 78209 2 12/16/96 00
0430549337 05 02/01/97 0
1512145997 O 01/01/12
0
1668164 074/G01 F 268,000.00 ZZ
180 266,358.35 1
37 ESTAMBRE ROAD 7.375 2,465.39 80
7.125 2,465.39 335,000.00
SANTE FE NM 87505 2 10/08/97 00
0430549345 03 12/01/97 0
1512166192 O 11/01/12
0
1668165 074/G01 F 262,500.00 ZZ
180 260,909.48 1
7722 BELLEWOOD DRIVE 7.500 2,433.41 70
7.250 2,433.41 375,000.00
1
HOUSTON TX 77055 1 10/02/97 00
0430549360 05 12/01/97 0
1512168019 O 11/01/12
0
1668166 074/G01 F 350,000.00 ZZ
180 347,879.29 1
4713 EAST GROVE CIRCLE 7.500 3,244.55 54
7.250 3,244.55 660,000.00
MESA AZ 85206 5 10/02/97 00
0430549386 03 12/01/97 0
1512177133 O 11/01/12
0
1668167 074/G01 F 600,000.00 ZZ
180 596,364.51 1
14631 NORTH 15TH DRIVE 7.500 5,562.08 75
7.250 5,562.08 810,000.00
PHOENIX AZ 85023 5 10/27/97 00
0430549394 03 12/01/97 0
1512180309 O 11/01/12
0
1668169 074/G01 F 295,750.00 ZZ
180 293,938.35 1
334 HEARTHSTONE LANE 7.375 2,720.68 80
7.125 2,720.68 369,700.00
COPPELL TX 75019 1 10/02/97 00
0430549428 03 12/01/97 0
1512182392 O 11/01/12
0
1668170 074/G01 F 88,000.00 ZZ
180 87,466.80 1
3714 W BRIARGATE DRIVE 7.500 815.77 80
7.250 815.77 110,000.00
TUCSON AZ 85741 5 10/14/97 00
0430549436 05 12/01/97 0
1512183577 O 11/01/12
0
1668171 074/G01 F 277,500.00 ZZ
180 275,781.57 1
2711 KENMONT TERRACE 7.250 2,533.19 75
7.000 2,533.19 370,000.00
MIDLOTHIAN VA 23113 1 10/10/97 00
0430549444 05 12/01/97 0
1512183602 O 11/01/12
0
1
1668172 074/G01 F 293,000.00 ZZ
180 291,125.67 1
7610 NORTH CAMINO SIN VACAS 6.875 2,613.13 74
6.625 2,613.13 400,000.00
TUCSON AZ 85718 2 10/24/97 00
0430549451 03 12/01/97 0
1512184241 O 11/01/12
0
1668173 074/G01 F 33,750.00 ZZ
180 33,543.27 1
4106 REDWOOD DRIVE 7.375 310.47 75
7.125 310.47 45,000.00
CORPUS CHRISTI TX 78411 1 10/30/97 00
0430549469 05 12/01/97 0
1512185630 O 11/01/12
0
1668174 074/G01 F 272,000.00 ZZ
180 270,315.61 1
5409 BRAEBURN DRIVE 7.250 2,482.99 80
7.000 2,482.99 340,000.00
BELLAIRE TX 77401 1 10/29/97 00
0430549477 05 12/01/97 0
1512190040 O 11/01/12
0
1668175 074/G01 F 344,800.00 ZZ
180 342,164.79 1
8939 NORTH 65TH STREET 7.250 3,147.56 41
7.000 3,147.56 850,000.00
PARADISE VALLEY AZ 85253 2 11/05/97 00
0430549485 03 12/01/97 0
1512190539 O 11/01/12
0
1668176 074/G01 F 400,000.00 ZZ
180 397,576.35 1
6821 EAST BERNEIL DRIVE 7.500 3,708.05 30
7.250 3,708.05 1,375,000.00
PARADISE VALLEY AZ 85253 2 10/28/97 00
0430549493 05 12/01/97 0
1512191032 O 11/01/12
0
1668177 074/G01 F 338,500.00 ZZ
180 335,836.04 1
1
6300 EAST HUMMINGBIRD LANE 7.250 3,090.05 62
7.000 3,090.05 550,000.00
PARADISE VALLEY AZ 85253 2 11/05/97 00
0430549519 05 12/01/97 0
1512193275 O 11/01/12
0
1668178 074/G01 F 347,000.00 ZZ
180 343,836.37 1
4490 MOUNTAINGATE DRIVE 7.500 3,216.73 80
7.250 3,216.73 434,000.00
RENO NV 89509 2 09/18/97 00
0430549535 03 11/01/97 0
1513196632 O 10/01/12
0
1668179 074/G01 F 320,000.00 ZZ
180 318,039.83 1
2940 PHOENIX POINTE 7.375 2,943.75 80
7.125 2,943.75 400,000.00
COLORADO SPRING CO 80906 5 10/13/97 00
0430549543 05 12/01/97 0
1513197522 O 11/01/12
0
1668180 074/G01 F 263,400.00 ZZ
180 261,768.86 1
6576 SOUTH ANNE MARIE DRIVE 7.250 2,404.49 60
7.000 2,404.49 440,000.00
SALT LAKE CITY UT 84121 2 10/17/97 00
0430549568 05 12/01/97 0
1513207149 O 11/01/12
0
1668181 074/G01 F 100,800.00 ZZ
180 100,189.24 1
5504 2 AVENUE DRIVE WEST 7.500 934.43 80
7.250 934.43 126,000.00
BRADENTON FL 34209 5 10/10/97 00
0430549576 05 12/01/97 0
1513208119 O 11/01/12
0
1668182 074/G01 F 315,000.00 ZZ
180 313,070.45 1
2200 SOUTH JACKSON STREET 7.375 2,897.76 75
7.125 2,897.76 423,000.00
DENVER CO 80210 2 10/24/97 00
0430549584 05 12/01/97 0
1
1513208684 O 11/01/12
0
1668183 074/G01 F 240,000.00 ZZ
180 238,608.24 1
4912 162ND COURT NORTHEAST 8.000 2,293.57 58
7.750 2,293.57 420,000.00
REDMOND WA 98052 2 10/23/97 00
0430549592 05 12/01/97 0
1513210846 O 11/01/12
0
1668184 074/G01 F 270,600.00 ZZ
180 268,213.12 1
7932 152ND STREET SOUTHEAST 7.250 2,470.21 77
7.000 2,470.21 352,000.00
SNOHOMISH WA 98290 2 10/22/97 00
0430549600 05 12/01/97 0
1513212003 O 11/01/12
0
1668185 074/G01 F 294,000.00 ZZ
180 292,179.38 1
617 NORTH COUNTY ROAD 23E 7.250 2,683.82 80
7.000 2,683.82 370,000.00
LOVELAND CO 80537 2 10/24/97 00
0430549618 05 12/01/97 0
1513214767 O 11/01/12
0
1668186 074/G01 F 290,000.00 ZZ
180 288,242.85 1
13943 209TH AVENUE NE 7.500 2,688.34 72
7.250 2,688.34 405,000.00
WOODINVILLE WA 98072 1 10/29/97 00
0430549626 03 12/01/97 0
1513217801 O 11/01/12
0
1668187 074/G01 F 323,000.00 ZZ
180 322,013.75 1
17808 INSPIRATION CIRCLE 7.375 2,971.35 76
7.125 2,971.35 428,000.00
LEANDER TX 78645 5 11/21/97 00
0430549634 05 01/01/98 0
1520012434 O 12/01/12
0
1
1668188 074/G01 F 335,900.00 ZZ
180 333,840.26 1
8202 ASMARA COURT 7.000 3,019.16 80
6.750 3,019.16 420,000.00
AUSTIN TX 78750 2 11/06/97 00
0430549642 03 01/01/98 0
1520016038 O 12/01/12
0
1668190 074/G01 F 1,000,000.00 ZZ
180 996,913.04 1
101 WESTCOTT STREET 2206 7.250 9,128.63 70
7.000 9,128.63 1,440,350.00
HOUSTON TX 77007 1 11/03/97 00
0430549675 06 01/01/98 0
1521043660 O 12/01/12
0
1668192 074/G01 F 329,950.00 ZZ
180 328,897.67 1
6230 FM 2354 6.875 2,942.67 62
6.625 2,942.67 540,000.00
BAYTOWN TX 77520 2 11/20/97 00
0430549691 05 01/01/98 0
1522025390 O 12/01/12
0
1668193 074/G01 F 273,000.00 ZZ
180 272,157.26 1
6800 COLUMBINE WAY 7.250 2,492.12 69
7.000 2,492.12 400,000.00
PLANO TX 75093 2 11/12/97 00
0430549709 03 01/01/98 0
1524013891 O 12/01/12
0
1668194 074/G01 F 98,000.00 ZZ
180 97,704.03 1
6028 LONGLEY COURT 7.500 908.47 80
7.250 908.47 122,500.00
DALLAS TX 75252 1 11/21/97 00
0430549717 05 01/01/98 0
1524014103 O 12/01/12
0
1668195 074/G01 F 485,000.00 ZZ
180 483,480.73 1
5520 FARQUHAR LANE 7.375 4,461.63 75
7.125 4,461.63 650,000.00
1
DALLAS TX 75209 2 11/03/97 00
0430549725 05 01/01/98 0
1524014760 O 12/01/12
0
1668196 074/G01 F 300,000.00 ZZ
120 298,313.95 1
2620 TORREY PINES DRIVE 7.500 3,561.05 80
7.250 3,561.05 375,000.00
FORT WORTH TX 76109 2 11/17/97 00
0430549733 03 01/01/98 0
1525008478 O 12/01/07
0
1668197 074/G01 F 265,600.00 ZZ
180 263,955.26 1
11307 SPRING GLEN DRIVE 7.250 2,424.56 80
7.000 2,424.56 332,900.00
HOUSTON TX 77070 2 10/29/97 00
0430549741 03 12/01/97 0
1532013558 O 11/01/12
0
1668199 074/G01 F 440,000.00 ZZ
180 438,596.67 1
3419 SHANGRI LA ROAD 6.875 3,924.16 60
6.625 3,924.16 740,000.00
LAFAYETTE CA 94549 2 11/04/97 00
0430549758 05 01/01/98 0
1550020464 O 12/01/12
0
1668200 074/G01 F 242,000.00 ZZ
180 241,244.76 1
295 PETTIS AVENUE 7.125 2,192.12 50
6.875 2,192.12 487,000.00
MOUNTAIN VIEW CA 94041 1 11/05/97 00
0430549774 05 01/01/98 0
1561374221 O 12/01/12
0
1668201 074/G01 F 243,000.00 ZZ
180 241,559.49 1
4484 WINDFLOWER COURT 7.750 2,287.31 75
7.500 2,287.31 325,000.00
CONCORD CA 94518 2 10/28/97 00
0430549782 03 12/01/97 0
1561374764 O 11/01/12
0
1
1668202 074/G01 F 320,000.00 ZZ
180 318,082.15 1
1460 GLENWOOD AVENUE 7.625 2,989.22 66
7.375 2,989.22 490,000.00
SAN JOSE CA 95125 5 10/27/97 00
0430549790 05 12/01/97 0
1561375020 O 11/01/12
0
1668203 074/G01 F 650,000.00 ZZ
180 648,079.62 1
2020 ASHTON AVENUE 7.750 6,118.30 61
7.500 6,118.30 1,075,000.00
MENLO PARK CA 94025 1 11/01/97 00
0430549808 05 01/01/98 0
1561377343 O 12/01/12
0
1668204 074/G01 F 435,000.00 ZZ
180 433,700.59 1
16 GREY EAGLE COURT 7.625 4,063.47 61
7.375 4,063.47 720,000.00
PLEASANTON CA 94566 2 11/04/97 00
0430549824 03 01/01/98 0
1561377398 O 12/01/12
0
1668205 074/G01 F 127,750.00 ZZ
180 127,376.71 1
413 CORK HARBOUR CIRCLE, UNIT 7.875 1,211.65 51
#5 7.625 1,211.65 255,000.00
REDWOOD CITY CA 94065 1 11/06/97 00
0430549840 01 01/01/98 0
1561378823 O 12/01/12
0
1668206 074/G01 F 416,500.00 ZZ
180 415,214.27 1
215 GLENWOOD COURT 7.250 3,802.08 68
7.000 3,802.08 615,000.00
DANVILLE CA 94526 2 11/19/97 00
0430549865 05 01/01/98 0
1561379247 O 12/01/12
0
1668208 074/G01 F 277,000.00 ZZ
180 276,161.85 1
1
5016 MISTY GLEN CIRCL 7.625 2,587.54 67
7.375 2,587.54 415,000.00
OKLAHOMA CITY OK 73142 1 11/07/97 00
0430549873 03 01/01/98 0
1563175474 O 12/01/12
0
1668209 074/G01 F 101,600.00 ZZ
180 101,303.12 1
555 FINNEY ROAD 7.875 963.63 49
7.625 963.63 210,000.00
WEATHERFORD TX 76086 2 11/21/97 00
0430549881 05 01/01/98 0
1563178359 O 12/01/12
0
1668210 074/G01 F 237,500.00 ZZ
180 236,774.82 1
6310 LACOSTE LOVE COURT 7.375 2,184.82 95
7.125 2,184.82 250,000.00
SPRING TX 77379 1 11/19/97 14
0430549907 03 01/01/98 30
1563179114 O 12/01/12
0
1668211 074/G01 F 600,000.00 ZZ
180 598,187.92 1
4217 47TH ST SE 7.500 5,562.08 80
7.250 5,562.08 750,000.00
AUBURN WA 98092 2 11/03/97 00
0430549915 05 01/01/98 0
1565173345 O 12/01/12
0
1668212 074/G01 F 92,000.00 ZZ
180 91,715.99 1
1425 NE FRANKLIN ST 7.250 839.84 80
7.000 839.84 115,000.00
CAMAS WA 98607 5 11/03/97 00
0430549923 05 01/01/98 0
1565174360 O 12/01/12
0
1668213 074/G01 F 250,000.00 ZZ
180 249,211.25 1
1468 BREWSTER AVE SE 7.000 2,247.08 56
6.750 2,247.08 450,000.00
SALEM OR 97306 5 11/20/97 00
0430549949 05 01/01/98 0
1
1565174789 O 12/01/12
0
1668214 074/G01 F 600,000.00 ZZ
180 596,364.51 1
2877 NW WESTOVER RD 7.500 5,562.08 66
7.250 5,562.08 920,000.00
PORTLAND OR 97210 5 10/27/97 00
0430549964 05 12/01/97 0
1565174971 O 11/01/12
0
1668215 074/G01 F 267,500.00 ZZ
180 266,665.18 1
9419 110TH PL NE 7.125 2,423.10 62
6.875 2,423.10 435,000.00
KIRKLAND WA 98033 2 11/03/97 00
0430549980 05 01/01/98 0
1565175362 O 12/01/12
0
1668216 074/G01 F 141,000.00 ZZ
180 140,578.81 1
915 COTTONWOOD DR 7.625 1,317.13 59
7.375 1,317.13 240,000.00
SAINT MARIES ID 83861 5 11/07/97 00
0430549998 05 01/01/98 0
1565175850 O 12/01/12
0
1668217 074/G01 F 72,100.00 ZZ
180 71,872.52 1
11358 SE 211TH LN #42 7.000 648.06 70
6.750 648.06 103,000.00
KENT WA 98031 1 11/07/97 00
0430550020 01 01/01/98 0
1565176514 O 12/01/12
0
1668218 074/G01 F 250,000.00 ZZ
180 248,417.89 1
1860 178TH AVE NE 7.000 2,247.08 72
6.750 2,247.08 350,000.00
BELLEVUE WA 98008 2 10/30/97 00
0430550061 05 12/01/97 0
1565176740 O 11/01/12
0
1
1668219 074/G01 F 144,000.00 ZZ
180 143,550.60 1
14234 SE FRONTIER AVE 7.125 1,304.40 80
6.875 1,304.40 180,000.00
CLACKAMAS OR 97015 5 11/03/97 00
0430550087 05 01/01/98 0
1565176820 O 12/01/12
0
1668220 074/G01 F 182,400.00 ZZ
180 181,836.93 1
11670 SW CLIFFORD ST 7.250 1,665.07 80
7.000 1,665.07 228,000.00
BEAVERTON OR 97008 5 11/13/97 00
0430550111 05 01/01/98 0
1565177120 O 12/01/12
0
1668221 074/G01 F 360,000.00 ZZ
180 358,912.75 1
14402 SE 22ND CIR 7.500 3,337.25 90
7.250 3,337.25 400,000.00
VANCOUVER WA 98683 2 11/12/97 10
0430550137 05 01/01/98 12
1565177437 O 12/01/12
0
1668223 074/G01 F 650,000.00 ZZ
180 648,100.69 1
295 WEST WESLEY ROAD 7.875 6,164.93 74
7.625 6,164.93 885,000.00
ATLANTA GA 30305 1 11/13/97 00
0430550152 05 01/01/98 0
1566112958 O 12/01/12
0
1668224 074/G01 F 156,500.00 ZZ
180 155,530.84 1
2945 CANTON CHASE DRIVE 7.250 1,428.64 75
7.000 1,428.64 209,000.00
MARIETTA GA 30062 2 10/30/97 00
0430550178 05 12/01/97 0
1566113393 O 11/01/12
0
1668225 074/G01 F 98,000.00 T
180 97,697.47 1
A426 GULF SHORES BOULEVARD 7.250 894.61 70
7.000 894.61 140,000.00
1
ALLIGATOR POINT FL 32346 1 11/24/97 00
0430550269 05 01/01/98 0
1566114126 O 12/01/12
0
1668226 074/G01 F 75,000.00 ZZ
180 74,207.95 1
2750 ROYAL BLUFF 7.125 679.38 43
6.875 679.38 177,000.00
DECATUR GA 30030 5 10/30/97 00
0430550343 05 12/01/97 0
1566114283 O 11/01/12
0
1668227 074/G01 F 250,000.00 ZZ
180 249,211.25 1
123 BROWN AVENUE 7.000 2,247.08 61
6.750 2,247.08 410,000.00
MARIETTA GA 30064 2 11/14/97 00
0430550368 05 01/01/98 0
1566114487 O 12/01/12
0
1668228 074/G01 F 350,000.00 ZZ
180 348,871.56 1
11 OAK BLUFF COURT 6.750 3,097.19 72
6.500 3,097.19 490,000.00
COLUMBIA SC 29223 5 11/06/97 00
0430550384 03 01/01/98 0
1566114567 O 12/01/12
0
1668229 074/G01 F 317,000.00 ZZ
180 314,597.19 1
1301 EL FINITO WAY 6.875 2,827.18 77
6.625 2,827.18 415,000.00
SANTA ANA CA 92705 2 10/27/97 00
0430550392 05 12/01/97 0
1567208462 O 11/01/12
0
1668230 074/G01 F 650,000.00 ZZ
180 648,036.91 1
2305 CALLE DEL ORO 7.500 6,025.59 75
7.250 6,025.59 870,000.00
LA JOLLA CA 92037 5 11/03/97 00
0430550418 05 01/01/98 0
1567209487 O 12/01/12
0
1
1668231 074/G01 F 474,000.00 ZZ
180 471,032.69 1
8629 NORTH SKYLINE DRIVE 7.125 4,293.64 76
6.875 4,293.64 625,000.00
PHOENIX AZ 85028 2 10/29/97 00
0430550434 05 12/01/97 0
1569183781 O 11/01/12
0
1668232 074/G01 F 352,000.00 ZZ
180 347,402.13 1
6811 EAST MONTGOMERY ROAD 7.375 3,238.14 80
7.125 3,238.14 440,000.00
CAVE CREEK AZ 85331 5 11/13/97 00
0430550459 05 01/01/98 0
1569185266 O 12/01/12
0
1668233 074/G01 F 242,600.00 ZZ
180 241,834.61 1
11627 EAST ESTRELLA AVENUE 7.000 2,180.56 79
6.750 2,180.56 310,000.00
SCOTTSDALE AZ 85259 2 11/10/97 00
0430550491 05 01/01/98 0
1569185561 O 12/01/12
0
1668234 074/G01 F 400,000.00 T
180 398,856.80 1
18535 EAST LEATHER LANE 8.125 3,851.53 74
7.875 3,851.53 545,000.00
RIO VERDE AZ 85263 5 11/03/97 00
0430550525 03 01/01/98 0
1569186189 O 12/01/12
0
1668235 074/G01 F 296,000.00 ZZ
180 294,186.82 1
55 SUNSET BOULEVARD 7.375 2,722.98 80
7.125 2,722.98 370,000.00
BEAUFORT SC 29902 5 10/29/97 00
0430550566 05 12/01/97 0
1577099760 O 11/01/12
0
1668236 074/G01 F 44,000.00 ZZ
180 43,742.02 1
1
2650 WHITE TIMBERLAKE DRIVE 7.875 417.32 80
7.625 417.32 55,000.00
SEVIERVILLE TN 37876 5 10/23/97 00
0430550582 05 12/01/97 0
1577099840 O 11/01/12
0
1668237 074/G01 F 72,000.00 ZZ
180 71,342.66 1
1709 FLICKER LANE 8.000 688.07 51
7.750 688.07 143,000.00
GATLINBURG TN 37738 5 10/27/97 00
0430550616 05 12/01/97 0
1577100892 O 11/01/12
0
1668238 074/G01 F 325,000.00 ZZ
180 319,825.52 1
7314 MUSSELBURG COURT 7.125 2,943.96 74
6.875 2,943.96 445,000.00
CHARLOTTE NC 28277 5 10/31/97 00
0430550632 03 01/01/98 0
1577104066 O 12/01/12
0
1668239 074/G01 F 177,600.00 ZZ
180 177,098.03 1
RT 1 BOX 459 8.250 1,722.97 65
8.000 1,722.97 273,350.00
LINDEN NC 28356 5 11/21/97 00
0430550657 05 01/01/98 0
1577104226 O 12/01/12
0
1668240 074/G01 F 242,000.00 ZZ
180 241,252.95 1
108 BLUEGRASS CIRCLE 7.250 2,209.13 64
7.000 2,209.13 382,000.00
HENDERSONVILLE TN 37075 2 11/03/97 00
0430550681 05 01/01/98 0
1577104984 O 12/01/12
0
1668241 074/G01 F 62,400.00 ZZ
180 61,396.50 1
7505 WALDWICK COURT 7.625 582.90 80
7.375 582.90 78,000.00
LOUISVILLE KY 40258 5 11/12/97 00
0430550707 05 01/01/98 0
1
1577105284 O 12/01/12
0
1668242 074/G01 F 59,200.00 ZZ
180 59,025.09 1
210 NELSON AVENUE 7.750 557.24 80
7.500 557.24 74,000.00
SPARTANBURG SC 29302 5 11/20/97 00
0430550723 05 01/01/98 0
1577106618 O 12/01/12
0
1668243 074/G01 F 129,000.00 ZZ
180 128,610.40 1
1907 PARK DRIVE 7.500 1,195.85 75
7.250 1,195.85 172,000.00
CHARLOTTE NC 28204 1 11/26/97 00
0430550749 05 01/01/98 0
1577107676 O 12/01/12
0
1668244 074/G01 F 60,000.00 ZZ
180 59,820.77 1
420 SETLIFF DRIVE 7.625 560.48 75
7.375 560.48 80,000.00
REIDSVILLE NC 27320 5 11/25/97 00
0430550772 05 01/01/98 0
1577109150 O 12/01/12
0
1668245 074/G01 F 214,600.00 ZZ
120 213,351.59 1
11 FIRST ST 6.875 2,477.89 62
6.625 2,477.89 350,000.00
COLORADO SPRING CO 80906 5 11/14/97 00
0430550798 05 01/01/98 0
1579058469 O 12/01/07
0
1668246 074/G01 F 280,000.00 ZZ
180 279,172.75 1
25 ANGLERS DR 7.750 2,635.58 63
7.500 2,635.58 450,000.00
STEAMBOAT SPRIN CO 80477 2 11/18/97 00
0430550814 05 01/01/98 0
1579065180 O 12/01/12
0
1
1668247 074/G01 F 113,700.00 ZZ
180 113,360.36 1
21200 E 120TH AVE 7.625 1,062.11 65
7.375 1,062.11 175,000.00
COMMERCE CITY CO 80022 5 11/03/97 00
0430550830 05 01/01/98 0
1579065420 O 12/01/12
0
1668249 074/G01 F 75,000.00 ZZ
180 74,792.69 1
144 WEST STREET 8.500 738.56 50
8.250 738.56 151,000.00
STOUGHTON MA 02072 5 11/13/97 00
0430550855 05 01/01/98 0
1580062860 O 12/01/12
0
1668250 074/G01 F 324,000.00 ZZ
180 321,971.70 1
85 WHITCOMB ROAD 7.125 2,934.90 78
6.875 2,934.90 420,000.00
BOXBOROUGH MA 01719 5 10/29/97 00
0430550871 05 12/01/97 0
1580065610 O 11/01/12
0
1668251 074/G01 F 103,500.00 ZZ
180 102,865.98 1
72 BREWSTER DRIVE 7.375 952.13 50
7.125 952.13 207,000.00
BRIDGEWATER MA 02324 2 10/31/97 00
0430550897 05 12/01/97 0
1580066410 O 11/01/12
0
1668252 074/G01 F 416,800.00 ZZ
180 415,568.59 1
34 CHURCH STREET 7.750 3,923.24 80
7.500 3,923.24 521,000.00
SUDBURY MA 01776 5 11/10/97 00
0430550921 05 01/01/98 0
1580066635 O 12/01/12
0
1668253 074/G01 F 50,000.00 ZZ
180 49,838.54 1
1159 POST ROAD 8.125 481.45 72
7.875 481.45 70,000.00
1
WARWICK RI 02886 1 11/05/97 00
0430550939 05 01/01/98 0
1580067220 O 12/01/12
0
1668254 074/G01 F 335,000.00 ZZ
180 333,988.25 1
3 CALISTA TERRACE 7.500 3,105.50 75
7.250 3,105.50 446,915.00
WESTFORD MA 01886 1 11/24/97 00
0430550962 05 01/01/98 0
1580067354 O 12/01/12
0
1668255 074/G01 F 254,000.00 ZZ
180 253,249.57 1
87 COUNTRY CLUB LANE 7.750 2,390.85 64
7.500 2,390.85 403,000.00
BELMONT MA 02178 2 11/12/97 00
0430550988 05 01/01/98 0
1580067627 O 12/01/12
0
1668256 074/G01 F 215,000.00 ZZ
180 213,697.28 1
4231 BISHOP 7.500 1,993.08 54
7.250 1,993.08 400,000.00
ALMONT MI 48428 5 10/30/97 00
0430551002 05 12/01/97 0
1581119624 O 11/01/12
0
1668258 074/G01 F 134,400.00 ZZ
180 133,567.71 1
6390 VAN COURT 7.250 1,226.89 80
7.000 1,226.89 168,000.00
MASON OH 45040 5 10/28/97 00
0430551044 05 12/01/97 0
1581133523 O 11/01/12
0
1668259 074/G01 F 293,900.00 ZZ
180 293,002.60 1
1046 SOUTH BROWN STREET 7.375 2,703.66 80
7.125 2,703.66 367,400.00
JACKSON MI 49203 5 11/06/97 00
0430551051 05 01/01/98 0
1581134388 O 12/01/12
0
1
1668260 074/G01 F 68,800.00 ZZ
120 68,013.46 1
23141 DAVEY 7.250 807.72 80
7.000 807.72 86,000.00
HAZEL PARK MI 48030 5 10/17/97 00
0430551077 05 12/01/97 0
1581136113 O 11/01/07
0
1668261 074/G01 F 150,000.00 ZZ
180 149,546.98 1
260 KENNEDY DRIVE 7.500 1,390.52 69
7.250 1,390.52 220,000.00
ROSETO PA 18013 1 11/17/97 00
0430551101 05 01/01/98 0
1581136918 O 12/01/12
0
1668262 074/G01 F 92,800.00 ZZ
180 92,528.83 1
5230 CHIPMAN 7.875 880.17 80
7.625 880.17 116,000.00
WATERFORD MI 48327 2 10/31/97 00
0430551127 05 01/01/98 0
1581137127 O 12/01/12
0
1668263 074/G01 F 61,000.00 ZZ
180 60,827.58 1
1448 LOGAN AVENUE 8.250 591.79 71
8.000 591.79 86,000.00
FINDLAY OH 45840 5 11/24/97 00
0430551143 05 01/01/98 0
1581138720 O 12/01/12
0
1668264 074/G01 F 80,000.00 ZZ
180 79,717.03 1
12628 PAINESVILLE WARREN ROAD 8.000 764.53 60
7.750 764.53 135,000.00
LEROY TOWNSHIP OH 44077 5 11/19/97 00
0430551267 05 01/01/98 0
1581138775 O 12/01/12
0
1668265 074/G01 F 46,800.00 ZZ
180 46,402.46 1
1
5740 JEFFERSON AVENUE 7.125 423.93 80
6.875 423.93 58,500.00
ASHTABULA OH 44004 5 11/15/97 00
0430551309 05 01/01/98 0
1581138844 O 12/01/12
0
1668266 074/G01 F 260,000.00 ZZ
180 259,179.71 1
5801 LAKEVIEW DRIVE 7.000 2,336.96 50
6.750 2,336.96 530,000.00
MINNETRISTA MN 55364 2 11/10/97 00
0430551325 05 01/01/98 0
1581139144 O 12/01/12
0
1668267 074/G01 F 290,000.00 ZZ
180 289,143.22 1
5200 AUTUMN RIDGE COURT 7.750 2,729.70 70
7.500 2,729.70 415,000.00
WEST BLOOMFIELD MI 48323 2 11/13/97 00
0430551358 05 01/01/98 0
1581139337 O 12/01/12
0
1668268 074/G01 F 36,000.00 ZZ
180 35,892.46 1
40 W FAIRMOUNT 7.625 336.29 79
7.375 336.29 46,000.00
PONTIAC MI 48340 5 11/03/97 00
0430551382 05 01/01/98 0
1581140380 O 12/01/12
0
1668269 074/G01 F 54,400.00 ZZ
180 54,232.07 1
2806 ROUNDTREE 7.250 496.60 80
7.000 496.60 68,000.00
YPSILANTI MI 48197 5 11/06/97 00
0430551408 01 01/01/98 0
1581140573 O 12/01/12
0
1668270 074/G01 F 277,500.00 ZZ
180 276,643.36 1
1019 INTERLACHEN PARKWAY 7.250 2,533.20 75
7.000 2,533.20 370,000.00
WOODBURY MN 55125 2 11/03/97 00
0430551432 05 01/01/98 0
1
1583071278 O 12/01/12
0
1668271 074/G01 F 76,000.00 ZZ
180 75,369.10 1
2475 YORKSHIRE 7.250 693.78 79
7.000 693.78 96,500.00
FLORISSANT MO 63033 2 10/30/97 00
0430551457 03 12/01/97 0
1583074629 O 11/01/12
0
1668272 074/G01 F 325,000.00 ZZ
180 323,985.73 1
18955 EASTWOOD DRIVE 7.125 2,943.96 80
6.875 2,943.96 410,000.00
EXCELSIOR MN 55331 5 11/14/97 00
0430551481 05 01/01/98 0
1583075166 O 12/01/12
0
1668273 074/G01 F 294,950.00 ZZ
180 294,049.39 1
6446 SOUTHEAST EHLER AVENUE 7.375 2,713.32 85
7.125 2,713.32 347,000.00
DELANO (FRANKLI MN 55328 2 11/14/97 04
0430551515 05 01/01/98 6
1583075315 O 12/01/12
0
1668274 074/G01 F 79,000.00 ZZ
180 78,764.01 1
17217 OAK GROVE SCHOOL ROAD 7.625 737.97 50
7.375 737.97 160,000.00
STURGEON MO 65284 2 11/14/97 00
0430551531 05 01/01/98 0
1583075621 O 12/01/12
0
1668275 074/G01 F 250,000.00 ZZ
180 248,400.73 1
33 GLENBROOK COURT 6.875 2,229.64 68
6.625 2,229.64 370,000.00
STROUDSBURG PA 18360 5 10/31/97 00
0430551564 05 12/01/97 0
1587086856 O 11/01/12
0
1
1668276 074/G01 F 56,800.00 ZZ
180 56,626.56 1
514 BEAVER HOLLOW ROAD 7.375 522.52 80
7.125 522.52 71,000.00
NORTH TAZEWELL VA 24630 5 11/05/97 00
0430551689 05 01/01/98 0
1587088771 O 12/01/12
0
1668277 074/G01 F 291,200.00 ZZ
180 290,271.25 1
6428 BANNOCKBURN DRIVE 6.875 2,597.08 80
6.625 2,597.08 364,000.00
BETHESDA MD 20817 5 11/13/97 00
0430551697 05 01/01/98 0
1587090591 O 12/01/12
0
1668280 074/G01 F 140,000.00 ZZ
180 139,581.79 1
12710 NW 20 ST 7.625 1,307.79 53
7.375 1,307.79 266,100.00
PEMBROKE PINES FL 33028 1 11/26/97 00
0430551788 03 01/01/98 0
1589127965 O 12/01/12
0
1668281 074/G01 F 98,500.00 ZZ
180 98,205.77 1
888 BRICKELL KEY DR #1005 7.625 920.12 62
7.375 920.12 160,000.00
MIAMI FL 33131 2 11/24/97 00
0430551812 06 01/01/98 0
1589140930 O 12/01/12
0
1668282 074/G01 F 70,000.00 ZZ
180 69,810.80 1
505 SE 28 AVE 8.750 699.62 43
8.500 699.62 164,000.00
POMPANO BEACH FL 33062 5 11/10/97 00
0430551846 05 01/01/98 0
1589141252 O 12/01/12
0
1668283 074/G01 F 86,100.00 ZZ
180 85,839.96 1
1450 S BAYSHORE DR UNIT 1505 7.500 798.16 70
7.250 798.16 123,000.00
1
MIAMI FL 33131 1 11/26/97 00
0430551879 06 01/01/98 0
1589141570 O 12/01/12
0
1668284 074/G01 F 262,000.00 ZZ
180 261,200.01 1
4946 NW 119 TERR 7.375 2,410.20 80
7.125 2,410.20 327,530.00
CORAL SPRINGS FL 33076 1 11/05/97 00
0430551895 03 01/01/98 0
1589142437 O 12/01/12
0
1668285 074/G01 F 61,000.00 ZZ
180 60,821.75 1
10050 SW 14 TER 7.875 578.56 40
7.625 578.56 155,000.00
MIAMI FL 33174 2 11/04/97 00
0430551929 05 01/01/98 0
1589143826 O 12/01/12
0
1668286 074/G01 F 263,000.00 ZZ
180 262,188.13 1
19500 TURNBERRY WAY UNIT 19-E 7.250 2,400.83 68
7.000 2,400.83 390,000.00
MIAMI FL 33180 2 11/24/97 00
0430551952 06 01/01/98 0
1589145504 O 12/01/12
0
1668287 074/G01 F 60,000.00 ZZ
180 59,830.41 1
965 MERCERS FERNERY ROAD 8.250 582.09 60
8.000 582.09 100,000.00
DE LAND FL 32720 2 11/14/97 00
0430551978 05 01/01/98 0
1590060395 O 12/01/12
0
1668288 074/G01 F 118,000.00 ZZ
180 117,635.74 1
7455 OAK DRIVE WEST 7.250 1,077.18 80
7.000 1,077.18 147,500.00
THEODORE AL 36582 5 11/10/97 00
0430552000 05 01/01/98 0
1590060511 O 12/01/12
0
1
1668289 074/G01 F 76,000.00 ZZ
180 75,770.47 1
126 MONTCLAIR LOOP 7.500 704.53 80
7.250 704.53 95,000.00
DAPHNE AL 36526 5 11/12/97 00
0430552026 05 01/01/98 0
1590060635 O 12/01/12
0
1668290 074/G01 F 71,000.00 ZZ
180 70,787.91 1
1804 WEST CLAYTON CREST 7.625 663.24 45
7.375 663.24 161,000.00
MILWAUKEE WI 53221 5 11/18/97 00
0430552059 05 01/01/98 0
1590060679 O 12/01/12
0
1668291 074/G01 F 51,200.00 ZZ
180 51,055.28 1
3455 DRUM STREET 8.250 496.72 80
8.000 496.72 64,000.00
JACKSONVILLE FL 32207 5 11/21/97 00
0430552083 05 01/01/98 0
1590060920 O 12/01/12
0
1668292 074/G01 F 29,000.00 ZZ
180 28,914.32 1
9720 LEE STREET 7.750 272.97 31
7.500 272.97 94,000.00
HUDSON FL 34669 2 11/21/97 00
0430552125 05 01/01/98 0
1590061263 O 12/01/12
0
1668293 074/G01 F 400,000.00 ZZ
180 397,155.29 1
3626 HAMPSTEAD ROAD 7.250 3,651.46 68
7.000 3,651.46 590,000.00
LA CANADA-FLINT CA 91011 1 10/22/97 00
0430552158 05 12/01/97 0
1595063787 O 11/01/12
0
1668294 074/G01 F 422,000.00 ZZ
180 420,766.92 1
1
4554 POE AVENUE 7.875 4,002.46 66
7.625 4,002.46 643,000.00
WOODLAND HILLS CA 91364 2 11/18/97 00
0430552208 05 01/01/98 0
1595064713 O 12/01/12
0
1668295 074/G01 F 350,000.00 ZZ
180 348,954.50 1
10724 WILSHIRE BLVD #810 7.625 3,269.46 65
7.375 3,269.46 540,000.00
LOS ANGELES CA 90024 2 11/03/97 00
0430552232 06 01/01/98 0
1596045667 O 12/01/12
0
1668296 074/G01 F 364,000.00 ZZ
180 361,745.89 1
12 SANDPIPER STRAND 7.250 3,322.83 51
7.000 3,322.83 715,000.00
CORONADO CA 92118 2 10/23/97 00
0430552273 03 12/01/97 0
1596048847 O 11/01/12
0
1668297 074/G01 F 900,000.00 ZZ
180 897,370.20 1
13941 DAMON LANE 7.875 8,536.05 65
7.625 8,536.05 1,400,000.00
SARATOGA CA 95070 5 11/01/97 00
0430552315 05 01/01/98 0
1596048993 O 12/01/12
0
1668298 074/G01 F 1,000,000.00 ZZ
180 984,570.63 1
729 DAVIS WAY 8.125 9,628.83 72
7.875 9,628.83 1,400,000.00
LAGUNA BEACH CA 92651 5 10/30/97 00
0430552356 05 12/01/97 0
1596049260 O 11/01/12
0
1668299 074/G01 F 323,000.00 ZZ
180 321,969.83 2
332-334 21ST STREET 6.875 2,880.69 65
6.625 2,880.69 500,000.00
MANHATTAN BEACH CA 90266 2 11/13/97 00
0430552398 05 01/01/98 0
1
1596049544 O 12/01/12
0
1668300 074/G01 F 300,000.00 ZZ
180 298,142.22 1
1178 CHERRY STREET 7.250 2,738.59 67
7.000 2,738.59 450,000.00
WINNETKA IL 60093 2 10/29/97 00
0430552448 05 12/01/97 0
1610006674 O 11/01/12
0
1668301 074/G01 F 390,000.00 ZZ
180 388,796.08 1
19 MAYFAIR LN 7.250 3,560.17 75
7.000 3,560.17 525,000.00
LINCOLNSHIRE IL 60069 2 11/06/97 00
0430552471 05 01/01/98 0
1614017435 O 12/01/12
0
1668302 074/G01 F 360,000.00 ZZ
180 358,888.69 1
9 OLD COACH RD 7.250 3,286.31 78
7.000 3,286.31 465,000.00
SOUTH BARRINGTO IL 60010 5 11/21/97 00
0430552521 05 01/01/98 0
1614017720 O 12/01/12
0
1668303 074/G01 F 300,000.00 ZZ
180 299,083.98 1
1221 JUDSON 7.375 2,759.77 71
7.125 2,759.77 425,000.00
EVANSTON IL 60202 5 11/21/97 00
0430552570 05 01/01/98 0
1614017796 O 12/01/12
0
1668304 074/G01 F 120,000.00 ZZ
180 119,478.76 1
12851 S WALLACE 7.250 1,095.44 80
7.000 1,095.44 150,000.00
CHICAGO IL 60628 5 11/21/97 00
0430552596 05 01/01/98 0
1617018525 O 12/01/12
0
1
1668305 074/G01 F 88,000.00 ZZ
180 87,734.23 1
2008 CHAPLAIN COURT 7.500 815.77 80
7.250 815.77 110,000.00
HANOVER PARK IL 60103 2 11/20/97 00
0430552646 09 01/01/98 0
1627009156 O 12/01/12
0
1668306 074/G01 F 245,000.00 ZZ
180 244,210.10 1
104 MEADOWBROOK COUNTRY CLUB 6.750 2,168.03 65
6.500 2,168.03 380,000.00
BALLWIN MO 63011 2 11/17/97 00
0430552679 09 01/01/98 0
1632030300 O 12/01/12
0
1668307 074/G01 F 450,000.00 ZZ
180 448,655.80 1
17840 BREEZY POINT RD 7.625 4,203.58 58
7.375 4,203.58 780,000.00
WAYZATA MN 55391 2 11/14/97 00
0430552729 05 01/01/98 0
1661101129 O 12/01/12
0
1668308 074/G01 F 260,000.00 ZZ
180 259,197.39 1
10008 LOCHALSH LANE 7.250 2,373.44 68
7.000 2,373.44 384,000.00
VIENNA VA 22181 2 11/21/97 00
0430552778 03 01/01/98 0
1731157716 O 12/01/12
0
1668309 074/G01 F 320,000.00 T
180 319,044.11 1
8010 CHURCH NECK ROAD 7.625 2,989.22 58
7.375 2,989.22 560,000.00
ST MICHAELS MD 21663 1 11/06/97 00
0430552802 05 01/01/98 0
1752014444 O 12/01/12
0
1668311 074/G01 F 270,643.00 ZZ
180 269,834.55 1
9829 FOX REST LANE 7.625 2,528.16 72
7.375 2,528.16 380,000.00
1
VIENNA VA 22181 2 11/21/97 00
0430552968 03 01/01/98 0
1761120330 O 12/01/12
0
1668312 074/G01 F 255,500.00 ZZ
180 254,719.86 1
310 NORTH PITT STREET 7.375 2,350.40 57
7.125 2,350.40 450,000.00
ALEXANDRIA VA 22314 2 11/17/97 00
0430552976 05 01/01/98 0
1761120420 O 12/01/12
0
1668314 074/G01 F 137,700.00 T
180 136,817.77 1
40223 MOORE WAY 6.875 1,228.08 75
6.625 1,228.08 186,000.00
AVON NC 27915 2 11/21/97 00
0430553024 05 01/01/98 0
1784036800 O 12/01/12
0
1668315 074/G01 F 96,000.00 ZZ
180 95,716.38 1
511 GRANITE STREET 7.750 903.62 80
7.500 903.62 120,000.00
YARMOUTH ME 04096 5 11/19/97 00
0430553065 05 01/01/98 0
1809004631 O 12/01/12
0
1668363 K08/G01 F 78,400.00 ZZ
180 78,400.00 1
1672 DERBY LANE 7.250 715.68 80
7.000 715.68 98,000.00
REDDING CA 96002 2 12/04/97 00
0410635288 05 02/01/98 0
410635288 O 01/01/13
0
1668385 638/G01 F 117,500.00 ZZ
180 117,152.85 1
1600 SKYLINE DRIVE 7.750 1,106.00 68
7.500 1,106.00 175,000.00
TAHOE CA 96150 2 11/14/97 00
0430530931 05 01/01/98 0
8682526 O 12/01/12
0
1
1668468 736/G01 F 79,000.00 ZZ
180 79,000.00 1
68933 RISUENO ROAD 7.500 732.34 45
7.250 732.34 179,000.00
CATHEDRAL CITY CA 92234 1 12/03/97 00
0430535799 05 02/01/98 0
558230 O 01/01/13
0
1668570 664/G01 F 250,000.00 ZZ
180 250,000.00 1
4521 ARCADY AVENUE 7.000 2,247.08 56
6.750 2,247.08 450,000.00
DALLAS TX 75205 1 12/03/97 00
0430534164 05 02/01/98 0
2365864 O 01/01/13
0
1668602 975/G01 F 416,000.00 ZZ
180 416,000.00 1
20430 LEAP COURT 7.250 3,797.51 80
7.000 3,797.51 520,000.00
WALNUT CA 91789 2 12/04/97 00
0430534990 03 02/01/98 0
972557 O 01/01/13
0
1668671 K08/G01 F 50,000.00 ZZ
180 49,847.33 1
376 SOUTH 1065 WEST STREET 7.375 459.96 34
7.125 459.96 150,000.00
OREM UT 84058 2 11/26/97 00
0410620553 05 01/01/98 0
410620553 O 12/01/12
0
1668673 E22/G01 F 97,500.00 ZZ
180 97,192.39 1
5261 SOUTHWEST 88TH TERR. 7.000 876.36 75
6.750 876.36 130,000.00
COOPER CITY FL 33328 2 11/28/97 00
0410611313 05 01/01/98 0
410611313 O 12/01/12
0
1668681 225/225 F 247,000.00 ZZ
180 246,270.25 1
1
1286 35TH AVENUE 7.750 2,324.96 68
7.500 2,324.96 365,000.00
SAN FRANCISCO CA 94122 2 11/12/97 00
8074614 07 01/01/98 0
8074614 O 12/01/12
0
1668685 369/G01 F 649,750.00 ZZ
180 647,655.14 1
645 KAHIAU LOOP 6.750 5,749.70 65
6.500 5,749.70 1,000,000.00
HONOLULU HI 96821 2 11/11/97 00
0430536334 05 01/01/98 0
60105061 O 12/01/12
0
1668816 E22/G01 F 336,000.00 ZZ
180 336,000.00 1
5147 QUAIL LAKE DRIVE 7.500 3,114.76 75
7.250 3,114.76 448,000.00
DALLAS TX 75287 2 12/03/97 00
0410601413 03 02/01/98 0
410601413 O 01/01/13
0
1668840 E66/E66 F 398,400.00 ZZ
180 397,143.07 1
308 TRANSYLVANIA AVENUE 7.000 3,580.93 75
6.750 3,580.93 536,600.00
RALEIGH NC 27609 5 11/25/97 00
600357938 05 01/01/98 0
600357938 O 12/01/12
0
1668883 450/450 F 297,000.00 ZZ
180 297,000.00 1
2690 BROCKER RD 7.500 2,753.23 52
7.250 2,753.23 575,000.00
METAMORA TWP MI 48455 2 12/05/97 00
4408506 05 02/01/98 0
4408506 O 01/01/13
0
1668894 450/450 F 240,000.00 ZZ
120 240,000.00 1
32530 EASTLADY 7.250 2,817.62 66
7.000 2,817.62 367,000.00
BEVERLY HILLS MI 48025 2 11/25/97 00
4407938 05 02/01/98 0
1
4407938 O 01/01/08
0
1668905 992/G01 F 260,000.00 ZZ
180 260,000.00 1
20 WESTERN DRIVE 7.250 2,373.45 80
7.000 2,373.45 325,000.00
ARDSLEY NY 10502 1 12/09/97 00
0430533547 05 02/01/98 0
346730 O 01/01/13
0
1668909 450/450 F 268,800.00 ZZ
180 268,800.00 1
12925 PORTSMOUTH CROSSING 7.750 2,530.15 80
7.500 2,530.15 336,000.00
PLYMOUTH TWP MI 48170 1 12/10/97 00
4409025 05 02/01/98 0
4409025 O 01/01/13
0
1668919 992/G01 F 228,000.00 ZZ
180 227,303.82 1
2 OBSERVATORY DRIVE 7.375 2,097.43 90
7.125 2,097.43 256,000.00
CROTON ON HUDSO NY 10520 2 11/03/97 04
0430547257 05 01/01/98 25
343779 O 12/01/12
0
1668964 267/267 F 243,000.00 ZZ
180 243,000.00 1
66 MANOR DRIVE 6.875 2,167.21 36
6.625 2,167.21 685,000.00
PIEDMONT CA 94611 2 11/24/97 00
4334061 05 02/01/98 0
4334061 O 01/01/13
0
1668999 B24/G01 F 98,000.00 ZZ
180 98,000.00 1
21 WEIL STREET 7.500 908.47 44
7.250 908.47 225,000.00
STAMFORD CT 06905 2 12/22/97 00
0430542175 05 02/01/98 0
1668999 O 01/01/13
0
1
1669156 181/181 F 267,000.00 ZZ
180 266,193.63 1
4545 LINDENWOOD LANE 7.500 2,475.12 75
7.250 2,475.12 356,000.00
NORTHBROOK IL 60062 1 11/05/97 00
4610954 03 01/01/98 0
4610954 O 12/01/12
0
1669168 462/462 F 289,150.00 ZZ
180 288,257.40 1
6760 LEMON LEAF 7.250 2,639.55 80
7.000 2,639.55 361,498.00
CARLSBAD CA 92009 1 11/20/97 00
0004876702 03 01/01/98 0
0004876702 O 12/01/12
0
1669178 462/462 F 417,650.00 ZZ
180 416,374.74 1
3506 HEMMINGWAY COURT 7.375 3,842.07 80
7.125 3,842.07 522,100.00
SAN JOSE CA 95132 1 11/06/97 00
0005069901 05 01/01/98 0
0005069901 O 12/01/12
0
1669227 637/G01 F 180,000.00 ZZ
180 179,468.20 1
1930 HORATIO AVE 7.750 1,694.30 67
7.500 1,694.30 270,000.00
MERRICK NY 11566 2 11/18/97 00
0430545145 05 01/01/98 0
8292112 O 12/01/12
0
1669230 637/G01 F 127,450.00 ZZ
180 127,081.69 1
2378 STONE RIVER COURT 8.000 1,217.98 75
7.750 1,217.98 169,990.00
GOLD RIVER CA 95670 1 11/18/97 00
0430547117 05 01/01/98 0
8163859 O 12/01/12
0
1669231 637/G01 F 300,000.00 ZZ
180 299,083.98 1
20 PHEASANT RIDGE PLACE 7.375 2,759.77 74
7.125 2,759.77 410,000.00
1
HENDERSON NV 89014 5 11/10/97 00
0430545194 03 01/01/98 0
8442592 O 12/01/12
0
1669244 461/G01 F 380,000.00 ZZ
180 380,000.00 1
910 NORTH FORBES DRIVE 7.375 3,495.71 80
7.125 3,495.71 480,000.00
BREA CA 92621 2 12/03/97 00
0430544205 03 02/01/98 0
21962717 O 01/01/13
0
1669292 069/G01 F 238,200.00 ZZ
180 238,200.00 1
20625 FUERO DRIVE 7.375 2,191.26 90
7.125 2,191.26 265,000.00
WALNUT CA 91789 2 12/03/97 14
0430538124 05 02/01/98 25
2362223659 O 01/01/13
0
1669413 K08/G01 F 274,000.00 ZZ
180 273,190.48 1
9 SNOWMOUND COURT 7.750 2,579.10 62
7.500 2,579.10 445,000.00
ROCKVILLE MD 20850 2 11/26/97 00
0410624910 03 01/01/98 0
410624910 O 12/01/12
0
1669462 E82/G01 F 445,000.00 ZZ
180 445,000.00 1
3500 CALHOUN PARKWAY WEST 7.125 4,030.95 61
6.875 4,030.95 735,000.00
MINNEAPOLIS MN 55416 2 12/04/97 00
0400075834 05 02/01/98 0
0400075834 O 01/01/13
0
1669718 601/G01 F 259,900.00 ZZ
180 259,123.64 1
4220 BERKSHIRE COURT NORTH 7.625 2,427.81 57
7.375 2,427.81 456,000.00
PLYMOUTH MN 55446 2 11/14/97 00
0430536458 05 01/01/98 0
1188784 O 12/01/12
0
1
1669733 601/G01 F 235,000.00 ZZ
180 232,834.09 1
10 PARKER STREET 7.375 2,161.82 73
7.125 2,161.82 325,000.00
NEWBURY MA 01951 2 10/31/97 00
0430536888 05 12/01/97 0
1176764 O 11/01/12
0
1669739 601/G01 F 310,000.00 ZZ
180 308,059.35 1
303 MIDENHALL WY 7.125 2,808.08 60
6.875 2,808.08 520,000.00
CARY NC 27513 1 10/31/97 00
0430539205 03 12/01/97 0
1182448 O 11/01/12
0
1669748 601/G01 F 298,300.00 ZZ
180 297,389.17 1
2694 DERBY DRIVE 7.375 2,744.13 77
7.125 2,744.13 390,000.00
SAN RAMON CA 94583 2 11/14/97 00
0430536482 03 01/01/98 0
1188820 O 12/01/12
0
1669753 601/G01 F 264,100.00 ZZ
180 263,275.78 1
1800 RANNOCH TRACE 7.125 2,392.31 95
6.875 2,392.31 278,000.00
FORT SMITH AK 72908 1 11/21/97 12
0430536649 05 01/01/98 30
1186233 O 12/01/12
0
1669758 601/G01 F 343,000.00 ZZ
180 341,952.68 1
119 FINDBOROUGH CT 7.375 3,155.34 53
7.125 3,155.34 650,000.00
KERNERSVILLE NC 27284 2 11/19/97 00
0430536854 05 01/01/98 0
1178633 O 12/01/12
0
1669761 601/G01 F 430,000.00 ZZ
180 428,628.57 1
1
11609 PAGANICA WAY NE 6.875 3,834.97 70
6.625 3,834.97 615,187.00
ALBUQUERQUE NM 87111 2 11/22/97 00
0430536714 03 01/01/98 0
1188931 O 12/01/12
0
1669807 601/G01 F 360,000.00 T
180 357,794.80 1
582 WHIMBRELL RD 7.375 3,311.72 66
7.125 3,311.72 550,000.00
KIAWAH ISLAND SC 29455 2 10/28/97 00
0430536920 03 12/01/97 0
1167553 O 11/01/12
0
1669817 601/G01 F 244,000.00 ZZ
180 243,246.78 1
28 FOXWOOD RUN 7.250 2,227.39 73
7.000 2,227.39 335,000.00
MIDDLETOWN NJ 07748 2 11/26/97 00
0430536417 05 01/01/98 0
1189195 O 12/01/12
0
1669828 601/G01 F 325,000.00 ZZ
180 324,018.45 1
41 OLD NORTH TRAIL 7.500 3,012.80 79
7.250 3,012.80 414,800.00
MANSFIELD MA 02048 1 11/14/97 00
0430536813 05 01/01/98 0
1178386 O 12/01/12
0
1669833 601/G01 F 230,000.00 ZZ
180 228,705.37 1
16233 SOUTH 4TH STREET 7.500 2,132.13 69
7.250 2,132.13 335,000.00
PHOENIX AZ 85048 1 11/03/97 00
0430536912 03 01/01/98 0
1178001 O 12/01/12
0
1669850 601/G01 F 295,000.00 ZZ
180 293,192.96 1
2401 ROCKWOOD DR 7.375 2,713.77 75
7.125 2,713.77 394,000.00
SANFORD NC 27330 2 10/23/97 00
0430536425 05 12/01/97 0
1
1173707 O 11/01/12
0
1669875 A83/G01 F 187,000.00 ZZ
180 185,903.57 1
171 RICHARD DRIVE 7.875 1,773.61 66
7.625 1,773.61 287,000.00
RIVER VALE NJ 07675 1 10/27/97 00
0430535286 05 12/01/97 0
1003305 O 11/01/12
0
1669896 E66/E66 F 248,000.00 ZZ
180 247,217.58 1
408 CAROLINA CIRCLE 7.000 2,229.09 79
6.750 2,229.09 315,000.00
WINSTON-SALEM NC 27104 5 11/21/97 00
600356299 05 01/01/98 0
600356299 O 12/01/12
0
1669907 956/G01 F 319,000.00 ZZ
180 319,000.00 1
20319 ANGELINA PLACE 7.375 2,934.56 75
7.125 2,934.56 430,000.00
WOODLAND HILLS CA 91364 5 12/03/97 00
0430539783 05 02/01/98 0
5711069 O 01/01/13
0
1669961 676/676 F 437,500.00 ZZ
180 436,119.70 1
3942 KAUALIO PLACE 7.000 3,932.38 66
6.750 3,932.38 670,000.00
HONOLULU HI 96816 5 11/21/97 00
8201294009 05 01/01/98 0
8201294009 O 12/01/12
0
1669962 403/403 F 330,000.00 ZZ
180 330,000.00 1
184 ETHAN DRIVE 7.500 3,059.15 74
7.250 3,059.15 450,000.00
WINDSOR CT 06095 2 12/12/97 00
00006599559 05 02/01/98 0
00006599559 O 01/01/13
0
1
1669973 450/450 F 650,000.00 ZZ
180 650,000.00 1
2900 E DELHI RD 6.875 5,797.05 55
6.625 5,797.05 1,200,000.00
SCIO TWP MI 48103 5 12/11/97 00
4265252 05 02/01/98 0
4265252 O 01/01/13
0
1669978 975/G01 F 200,000.00 ZZ
180 200,000.00 1
9871 KINGS CANYON DRIVE 7.375 1,839.85 67
7.125 1,839.85 300,000.00
HUNTINGTON BEAC CA 92646 1 12/04/97 00
0430542019 05 02/01/98 0
972276 O 01/01/13
0
1670004 A83/G01 F 224,000.00 ZZ
180 222,672.14 1
310 SO CAMINO DE LOS RANCHOS 7.750 2,108.46 75
7.500 2,108.46 300,000.00
PUEBLO CO 81007 2 10/29/97 00
0430536144 05 12/01/97 0
1002933 O 11/01/12
0
1670032 A39/G01 F 435,000.00 ZZ
180 435,000.00 1
101 BELL CANYON ROAD 7.125 3,940.37 73
6.875 3,940.37 602,000.00
BELL CANYON CA 91307 2 12/02/97 00
0430537860 03 02/01/98 0
242575 O 01/01/13
0
1670075 601/G01 F 280,000.00 ZZ
180 280,000.00 1
3328 STRAWBERRY RUN 7.250 2,556.02 70
7.000 2,556.02 405,000.00
DAVIDSONVILLE MD 21035 5 12/03/97 00
0430536839 05 02/01/98 0
1188872 O 01/01/13
0
1670079 601/G01 F 362,000.00 ZZ
180 360,906.72 1
3 ROBIN HILL LANE 7.500 3,355.78 77
7.250 3,355.78 475,000.00
1
LADUE MO 63124 2 11/10/97 00
0430536797 03 01/01/98 0
1180544 O 12/01/12
0
1670085 601/G01 F 360,000.00 ZZ
180 357,721.81 1
8833 SOMERSET LANE 7.000 3,235.78 80
6.750 3,235.78 450,000.00
GERMANTOWN TN 38138 1 10/15/97 00
0430545608 05 12/01/97 0
1176527 O 11/01/12
0
1670091 601/G01 F 253,800.00 ZZ
180 253,033.49 1
10381 CRENSHAW VIEW 7.500 2,352.76 80
7.250 2,352.76 320,000.00
COLLIERVILLE TN 38017 2 11/24/97 00
0430536607 03 01/01/98 0
1190002 O 12/01/12
0
1670123 180/G01 F 316,000.00 ZZ
180 315,045.64 1
3470 PRIMERA AVENUE 7.500 2,929.36 80
7.250 2,929.36 395,000.00
LOS ANGELES CA 90068 2 11/25/97 00
0430542597 05 01/01/98 0
12236923 O 12/01/12
0
1670126 A83/G01 F 146,000.00 ZZ
180 145,115.36 1
11270 SOUTH EDINBOROUGH WAY 7.500 1,353.44 73
7.250 1,353.44 200,000.00
PARKER CO 80134 2 10/29/97 00
0430537381 03 12/01/97 0
1004711 O 11/01/12
0
1670167 354/354 F 650,000.00 ZZ
180 648,036.91 1
358 OXFORD DRIVE 7.500 6,025.59 75
7.250 6,025.59 875,000.00
MILLBURN NJ 07078 1 11/26/97 00
20896643 05 01/01/98 0
20896643 O 12/01/12
0
1
1670168 354/354 F 300,000.00 ZZ
180 299,103.86 1
83 WINDMILL 7.625 2,802.39 42
7.375 2,802.39 720,000.00
ORLAND PARK IL 60462 2 11/12/97 00
20977088 05 01/01/98 0
20977088 O 12/01/12
0
1670169 354/354 F 301,500.00 ZZ
180 297,494.55 1
3404 NORTHWWEST HOLBROOK COURT 6.500 2,626.39 80
6.250 2,626.39 377,000.00
PORTLAND OR 97229 1 08/18/97 00
21165279 03 10/01/97 0
21165279 O 09/01/12
0
1670171 354/354 F 574,302.00 ZZ
180 572,548.42 1
15 JULIANNA DRIVE 7.375 5,283.14 72
7.125 5,283.14 800,000.00
NEWBURGH IN 47630 2 11/13/97 00
21219928 05 01/01/98 0
21219928 O 12/01/12
0
1670172 354/354 F 255,000.00 ZZ
180 253,471.71 1
10657 BRIDLE PATH 7.625 2,382.03 77
7.375 2,382.03 334,000.00
UNION KY 41091 2 10/14/97 00
21234927 05 12/01/97 0
21234927 O 11/01/12
0
1670173 354/354 F 650,000.00 ZZ
180 647,971.48 1
3614 NOTTINGHAM STREET 7.125 5,887.90 78
6.875 5,887.90 840,000.00
HOUSTON TX 77005 1 11/10/97 00
21235429 05 01/01/98 0
21235429 O 12/01/12
0
1670174 354/354 F 247,000.00 ZZ
180 245,402.82 1
1
3 YORKE LANE 6.750 2,185.73 65
6.500 2,185.73 385,000.00
OCEAN TOWNS NJ 07712 1 10/24/97 00
21243811 05 12/01/97 0
21243811 O 11/01/12
0
1670175 354/354 F 264,800.00 ZZ
180 262,437.81 1
5521 SWISS AVENUE 7.750 2,492.50 80
7.500 2,492.50 332,000.00
DALLAS TX 75214 1 09/19/97 00
21258942 05 11/01/97 0
21258942 O 10/01/12
0
1670176 354/354 F 455,000.00 ZZ
180 452,302.78 1
8573 ARBOR TRACE DRIVE 7.750 4,282.81 73
7.500 4,282.81 631,000.00
VERONA WI 53593 4 10/24/97 00
21259981 05 12/01/97 0
21259981 O 11/01/12
0
1670177 354/354 F 273,000.00 ZZ
180 272,175.51 1
270 CANYON VIEW ROAD 7.500 2,530.74 65
7.250 2,530.74 425,000.00
BOULDER CO 80302 2 11/10/97 00
21266101 05 01/01/98 0
21266101 O 12/01/12
0
1670178 354/354 F 247,000.00 ZZ
180 244,545.59 1
1624 SCHOOLHOUSE LANE 6.500 2,151.64 60
6.250 2,151.64 418,000.00
GWYNEDD VALLEY PA 19437 5 09/30/97 00
21272398 05 11/01/97 0
21272398 O 10/01/12
0
1670179 354/354 F 370,000.00 ZZ
180 367,502.76 1
3747 CARLON ST. 6.250 3,172.46 80
6.000 3,172.46 462,500.00
HOUSTON TX 77005 1 10/13/97 00
21280300 03 12/01/97 0
1
21280300 O 11/01/12
0
1670180 354/354 F 290,000.00 ZZ
180 288,223.58 1
13295 CUMING STREET 7.375 2,667.78 56
7.125 2,667.78 525,000.00
OMAHA NE 68154 4 10/21/97 00
21282579 03 12/01/97 0
21282579 O 11/01/12
0
1670182 354/354 F 300,000.00 ZZ
180 296,130.14 1
3124 SW PERGOLA VIEW 7.250 2,738.59 66
7.000 2,738.59 460,000.00
LEES SUMMIT MO 64081 2 10/20/97 00
21288709 03 12/01/97 0
21288709 O 11/01/12
0
1670183 354/354 F 262,000.00 ZZ
180 260,429.76 1
11 ARROWRIDGE DRIVE 7.625 2,447.42 80
7.375 2,447.42 328,020.00
ROACH MO 65787 2 10/08/97 00
21289350 05 12/01/97 0
21289350 O 11/01/12
0
1670184 354/354 F 294,400.00 ZZ
180 292,322.50 1
180 LINDEN DRIVE 6.375 2,544.35 80
6.125 2,544.35 368,000.00
CINCINNATI OH 45215 1 10/13/97 00
21291745 05 12/01/97 0
21291745 O 11/01/12
0
1670186 354/354 F 649,950.00 ZZ
180 645,881.21 1
14877 DE LA VALLE PLACE 7.125 5,887.45 78
6.875 5,887.45 840,000.00
DEL MAR CA 92014 2 10/01/97 00
21293634 05 12/01/97 0
21293634 O 11/01/12
0
1
1670187 354/354 F 292,300.00 ZZ
180 290,489.91 1
17615 CHARTER PINES DRIVE 7.250 2,668.30 64
7.000 2,668.30 458,000.00
MONUMENT CO 80132 5 10/27/97 00
21295696 03 12/01/97 0
21295696 O 11/01/12
0
1670188 354/354 F 300,000.00 ZZ
180 299,063.76 1
7422 TEASWOOD DRIVE 7.125 2,717.49 58
6.875 2,717.49 524,000.00
CONROE TX 77304 1 11/13/97 00
21299433 03 01/01/98 0
21299433 O 12/01/12
0
1670189 354/354 F 317,600.00 ZZ
180 316,640.81 1
12002 TINDALL 7.500 2,944.19 67
7.250 2,944.19 475,000.00
TOWN & COUNTRY MO 63131 2 11/24/97 00
21301056 03 01/01/98 0
21301056 O 12/01/12
0
1670190 354/354 F 250,000.00 ZZ
180 248,400.73 1
12625 MEMORIAL DRIVE #177 6.875 2,229.64 77
6.625 2,229.64 325,000.00
HOUSTON TX 77024 1 10/13/97 00
21301122 03 12/01/97 0
21301122 O 11/01/12
0
1670191 354/354 F 250,000.00 ZZ
180 248,417.92 1
15311 BRANDONWOOD PLACE 7.000 2,247.07 65
6.750 2,247.07 385,000.00
HOUSTON TX 77069 1 10/30/97 00
21301833 03 12/01/97 0
21301833 O 11/01/12
0
1670192 354/354 F 265,500.00 ZZ
180 264,689.32 1
907 N WHEATON AVE 7.375 2,442.40 75
7.125 2,442.40 354,000.00
1
WHEATON IL 60187 5 10/30/97 00
21303714 05 01/01/98 0
21303714 O 12/01/12
0
1670193 354/354 F 275,000.00 ZZ
180 273,183.16 1
150 GUYASUTA ROAD 6.500 2,395.55 74
6.250 2,395.55 375,000.00
PITTSBURGH PA 15215 2 10/27/97 00
21305222 05 12/01/97 0
21305222 O 11/01/12
0
1670194 354/354 F 330,000.00 ZZ
180 328,981.30 1
104 SOUTH PARKWAY DRIVE 7.250 3,012.45 77
7.000 3,012.45 430,000.00
NAPERVILLE IL 60540 2 10/30/97 00
21306022 05 01/01/98 0
21306022 O 12/01/12
0
1670195 354/354 F 270,000.00 ZZ
180 268,328.00 1
7 S 651 HOBSON TRAIL 7.250 2,464.73 57
7.000 2,464.73 480,000.00
NAPERVILLE IL 60540 1 10/22/97 00
21306493 05 12/01/97 0
21306493 O 11/01/12
0
1670196 354/354 F 417,500.00 ZZ
180 414,712.05 1
8077 CROOKED OAKS COURT 6.375 3,608.25 80
6.125 3,608.25 525,000.00
GAINESVILLE VA 20155 2 10/22/97 00
21307962 03 12/01/97 0
21307962 O 11/01/12
0
1670197 354/354 F 372,000.00 ZZ
180 370,851.65 1
3806 ELLA LEE LANE 7.250 3,395.85 80
7.000 3,395.85 465,000.00
HOUSTON TX 77027 1 11/12/97 00
21309026 05 01/01/98 0
21309026 O 12/01/12
0
1
1670198 354/354 F 520,000.00 ZZ
180 518,359.42 1
106 CALVI COURT 7.000 4,673.91 73
6.750 4,673.91 720,000.00
BELLAIRE TX 77401 2 11/10/97 00
21309828 05 01/01/98 0
21309828 O 12/01/12
0
1670199 354/354 F 372,000.00 ZZ
120 369,880.18 1
3812 85TH STREET 7.250 4,367.32 71
7.000 4,367.32 525,000.00
LUBBOCK TX 79423 2 11/05/97 00
21313325 05 01/01/98 0
21313325 O 12/01/07
0
1670200 354/354 F 425,900.00 ZZ
180 423,233.79 1
2306 PEASE ROAD 7.125 3,857.94 52
6.875 3,857.94 820,000.00
AUSTIN TX 78703 2 10/23/97 00
21313440 05 12/01/97 0
21313440 O 11/01/12
0
1670201 354/354 F 380,000.00 ZZ
180 377,672.29 1
300 ESTBURY COURT 7.375 3,495.71 60
7.125 3,495.71 640,000.00
NASHVILLE TN 37215 2 10/27/97 00
21317011 03 12/01/97 0
21317011 O 11/01/12
0
1670202 354/354 F 256,800.00 ZZ
180 255,174.89 1
1936 DRYDEN ROAD 7.000 2,308.19 80
6.750 2,308.19 321,000.00
HOUSTON TX 77030 1 10/30/97 00
21317755 05 12/01/97 0
21317755 O 11/01/12
0
1670203 354/354 F 455,000.00 ZZ
180 452,302.78 1
1
8580 CRANE DANCE TRAIL 7.750 4,282.81 76
7.500 4,282.81 602,000.00
EDEN PRAIRIE MN 55346 1 10/24/97 00
21318332 05 12/01/97 0
21318332 O 11/01/12
0
1670204 354/354 F 420,000.00 ZZ
180 420,000.00 1
33 W 141 BREWSTER CREEK CIRCLE 7.250 3,834.03 79
7.000 3,834.03 535,000.00
WAYNE IL 60184 1 12/02/97 00
21320254 03 02/01/98 0
21320254 O 01/01/13
0
1670205 354/354 F 316,400.00 ZZ
180 314,461.86 1
625 PARK STREET 7.375 2,910.64 80
7.125 2,910.64 400,000.00
CHARLOTTESVILLE VA 22902 1 10/31/97 00
21320676 05 12/01/97 0
21320676 O 11/01/12
0
1670206 354/354 F 262,500.00 ZZ
180 260,838.81 1
5342 RUNNING CREEK LANE 7.000 2,359.43 75
6.750 2,359.43 350,000.00
RANCHO CUCAMONG CA 91737 5 10/22/97 00
21322110 05 12/01/97 0
21322110 O 11/01/12
0
1670207 354/354 F 256,000.00 ZZ
180 255,119.72 1
6516 OCEAN SHORE LANE 6.000 2,160.28 80
5.750 2,160.28 320,000.00
COLUMBIA MD 21044 1 11/18/97 00
21323498 05 01/01/98 0
21323498 O 12/01/12
0
1670208 354/354 F 257,000.00 ZZ
180 255,425.72 1
1126 PRESERVE CIRCLE 7.375 2,364.21 57
7.125 2,364.21 457,000.00
GOLDEN CO 80401 1 10/30/97 00
21324876 03 12/01/97 0
1
21324876 O 11/01/12
0
1670209 354/354 F 240,000.00 ZZ
180 238,513.78 1
8509 THORNTON ROAD 7.250 2,190.87 80
7.000 2,190.87 302,500.00
LUTHERVILLE MD 21093 1 10/31/97 00
21325238 03 12/01/97 0
21325238 O 11/01/12
0
1670210 354/354 F 425,000.00 ZZ
180 423,688.04 1
8 RED OAK CT 7.250 3,879.67 72
7.000 3,879.67 592,000.00
MOLINE IL 61265 2 10/29/97 00
21325543 05 01/01/98 0
21325543 O 12/01/12
0
1670211 354/354 F 500,000.00 T
180 496,903.70 1
27595 RIVERBANK DR 7.250 4,564.32 65
7.000 4,564.32 770,000.00
BONITA SPRINGS FL 34134 1 11/05/97 00
21326475 03 12/01/97 0
21326475 O 11/01/12
0
1670212 354/354 F 260,000.00 ZZ
180 257,188.58 1
4 ASHMERE COURT 7.125 2,355.17 49
6.875 2,355.17 535,000.00
DALLAS TX 75225 1 11/13/97 00
21327622 03 01/01/98 0
21327622 O 12/01/12
0
1670213 354/354 F 351,000.00 ZZ
180 348,754.64 1
7109 SETON HOUSE LANE 6.875 3,130.41 57
6.625 3,130.41 624,500.00
CHARLOTTE NC 28277 5 10/27/97 00
21327788 03 12/01/97 0
21327788 O 11/01/12
0
1
1670214 354/354 F 360,000.00 ZZ
180 358,788.28 1
677 LESLIE LANE 6.250 3,086.72 80
6.000 3,086.72 450,000.00
YARDLEY PA 19067 2 11/07/97 00
21328117 05 01/01/98 0
21328117 O 12/01/12
0
1670215 354/354 F 240,000.00 ZZ
180 239,267.18 1
6484 ANSLOW 7.375 2,207.82 59
7.125 2,207.82 410,000.00
TROY MI 48098 2 11/04/97 00
21328133 05 01/01/98 0
21328133 O 12/01/12
0
1670216 354/354 F 568,000.00 ZZ
180 566,246.61 1
2223 RIVER WOODS DR 7.250 5,185.06 80
7.000 5,185.06 710,000.00
NAPERVILLE IL 60565 1 11/18/97 00
21329289 03 01/01/98 0
21329289 O 12/01/12
0
1670217 354/354 F 570,000.00 ZZ
180 565,485.90 1
4580 SUNSHINE COURT 7.000 5,123.33 68
6.750 5,123.33 841,000.00
WOODBRIDGE VA 22192 2 10/27/97 00
21329594 05 12/01/97 0
21329594 O 11/01/12
0
1670218 354/354 F 333,000.00 ZZ
180 330,869.80 1
3670 LAST CREEK BLVD 6.875 2,969.87 68
6.625 2,969.87 490,000.00
AUSTIN TX 78735 2 10/20/97 00
21329719 05 12/01/97 0
21329719 O 11/01/12
0
1670219 354/354 F 300,000.00 ZZ
180 299,043.18 1
3476 FOX WOODS COURT 6.875 2,675.57 71
6.625 2,675.57 424,465.00
1
WEST BLOOMFIELD MI 48320 1 11/25/97 00
21331269 05 01/01/98 0
21331269 O 12/01/12
0
1670220 354/354 F 297,450.00 ZZ
180 296,480.57 1
2162 WESTGLEN COURT 6.625 2,611.60 70
6.375 2,611.60 427,000.00
VIENNA VA 22182 2 11/07/97 00
21331681 03 01/01/98 0
21331681 O 12/01/12
0
1670221 354/354 F 230,460.00 ZZ
180 229,808.62 1
535 EAST MALLARD CIRCLE 8.250 2,235.79 67
8.000 2,235.79 345,000.00
FRESNO CA 93720 2 11/05/97 00
21332291 03 01/01/98 0
21332291 O 12/01/12
0
1670222 354/354 F 270,000.00 ZZ
180 268,272.80 1
4535 CATHEDRAL DRIVE 6.875 2,408.01 45
6.625 2,408.01 610,000.00
DALLAS TX 75214 2 10/25/97 00
21332325 05 12/01/97 0
21332325 O 11/01/12
0
1670223 354/354 F 356,600.00 ZZ
180 355,487.12 1
1601 WATCHILL ROAD 7.125 3,230.19 60
6.875 3,230.19 600,000.00
AUSTIN TX 78703 2 11/07/97 00
21332721 05 01/01/98 0
21332721 O 12/01/12
0
1670224 354/354 F 287,650.00 ZZ
180 285,849.26 1
107 WOODVIEW COURT 7.125 2,605.62 56
6.875 2,605.62 520,000.00
AUSTIN TX 78746 2 10/31/97 00
21332861 03 12/01/97 0
21332861 O 11/01/12
0
1
1670225 354/354 F 300,000.00 ZZ
180 299,043.18 1
8506 WEST HOWELL ROAD 6.875 2,675.57 65
6.625 2,675.57 465,000.00
BETHESDA MD 20817 2 10/31/97 00
21333430 05 01/01/98 0
21333430 O 12/01/12
0
1670226 354/354 F 319,000.00 ZZ
180 317,971.51 1
10836 E MIRASOL CIRCLE 6.750 2,822.87 73
6.500 2,822.87 437,000.00
SCOTTSDALE AZ 85259 1 11/11/97 00
21333638 03 01/01/98 0
21333638 O 12/01/12
0
1670227 354/354 F 670,000.00 ZZ
180 665,895.87 1
2 DENNY LANE 7.375 6,163.49 56
7.125 6,163.49 1,200,000.00
ST LOUIS MO 63131 2 10/31/97 00
21335344 05 01/01/98 0
21335344 O 12/01/12
0
1670228 354/354 F 250,000.00 ZZ
180 250,000.00 1
5138 BAYWOOD COURT 7.500 2,317.53 70
7.250 2,317.53 360,000.00
WEST BLOOMFIELD MI 48323 2 11/26/97 00
21335476 05 02/01/98 0
21335476 O 01/01/13
0
1670229 354/354 F 250,000.00 ZZ
180 248,451.85 1
468 SOUTH GARFIELD STREET 7.250 2,282.16 59
7.000 2,282.16 425,000.00
DENVER CO 80209 5 10/20/97 00
21337068 05 12/01/97 0
21337068 O 11/01/12
0
1670230 354/354 F 270,000.00 ZZ
180 269,166.52 1
1
200 TURMAN DRIVE 7.250 2,464.73 75
7.000 2,464.73 360,000.00
FORT COLLINS CO 80525 1 11/24/97 00
21340468 03 01/01/98 0
21340468 O 12/01/12
0
1670231 354/354 F 266,500.00 ZZ
180 265,659.20 1
9310 CONCORD ROAD 7.000 2,395.38 80
6.750 2,395.38 337,000.00
BRENTWOOD TN 37027 2 11/05/97 00
21340807 05 01/01/98 0
21340807 O 12/01/12
0
1670232 354/354 F 305,000.00 ZZ
180 304,078.86 1
2665 SOUTH SHORE BOULEVARD 7.500 2,827.39 39
7.250 2,827.39 800,000.00
WHITE BEAR TOWN MN 55110 2 11/17/97 00
21341615 05 01/01/98 0
21341615 O 12/01/12
0
1670233 354/354 F 280,000.00 ZZ
180 279,145.04 1
5324 RIVER BLUFF CURVE 7.375 2,575.79 88
7.125 2,575.79 320,000.00
BLOOMINGTON MN 55437 2 11/03/97 01
21341649 05 01/01/98 12
21341649 O 12/01/12
0
1670234 354/354 F 277,500.00 ZZ
180 276,575.92 1
11513 HEMINGWAY DRIVE 6.375 2,398.30 80
6.125 2,398.30 347,900.00
RESTON VA 20194 1 11/21/97 00
21341722 03 01/01/98 0
21341722 O 12/01/12
0
1670235 354/354 F 424,000.00 ZZ
180 422,662.29 1
1428 SOARING HEIGHTS 7.000 3,811.03 80
6.750 3,811.03 530,000.00
DAYTON OH 45440 2 10/31/97 00
21342522 05 01/01/98 0
1
21342522 O 12/01/12
0
1670236 354/354 F 243,000.00 ZZ
180 241,394.58 1
700 MILROY DRIVE 6.500 2,116.79 90
6.250 2,116.79 270,000.00
BRENHAM TX 77833 1 10/16/97 01
21342753 05 12/01/97 25
21342753 O 11/01/12
0
1670237 354/354 F 650,000.00 ZZ
180 645,930.90 1
2428 STANMORE DRIVE 7.125 5,887.90 71
6.875 5,887.90 925,000.00
HOUSTON TX 77019 1 10/17/97 00
21343181 03 12/01/97 0
21343181 O 11/01/12
0
1670238 354/354 F 251,250.00 ZZ
180 250,457.31 1
437 MONTA VISTA ROAD 7.000 2,258.31 75
6.750 2,258.31 335,000.00
GOLDEN CO 80401 5 11/03/97 00
21348115 05 01/01/98 0
21348115 O 12/01/12
0
1670239 354/354 F 275,000.00 ZZ
180 273,240.82 1
19 ELM STREET 6.875 2,452.60 58
6.625 2,452.60 475,000.00
WELLESLEY MA 02181 5 10/31/97 00
21348172 05 12/01/97 0
21348172 O 11/01/12
0
1670240 354/354 F 255,500.00 ZZ
180 254,693.91 1
3800 COACHMAN ROAD 7.000 2,296.51 70
6.750 2,296.51 365,000.00
EDMOND OK 73013 5 11/03/97 00
21350210 05 01/01/98 0
21350210 O 12/01/12
0
1
1670241 354/354 F 483,000.00 ZZ
180 481,509.00 1
4205 BUCHANAN ROAD 7.250 4,409.13 35
7.000 4,409.13 1,400,000.00
OCONOMOWOC WI 53066 2 11/25/97 00
21351176 05 01/01/98 0
21351176 O 12/01/12
0
1670242 354/354 F 268,600.00 ZZ
180 267,752.58 1
4578 RUTHERFORD DR 7.000 2,414.25 80
6.750 2,414.25 335,780.00
MARIETTA GA 30062 1 11/13/97 00
21351465 05 01/01/98 0
21351465 O 12/01/12
0
1670243 354/354 F 250,000.00 ZZ
180 248,211.25 1
6235 HOLLOW OAK DR 7.000 2,247.08 80
6.750 2,247.08 312,700.00
CHARLOTTE NC 28227 1 11/21/97 00
21351978 05 01/01/98 0
21351978 O 12/01/12
0
1670244 354/354 F 260,000.00 ZZ
180 259,197.39 1
11035 HARRISON WAY 7.250 2,373.44 79
7.000 2,373.44 330,000.00
WALTON KY 41094 2 11/05/97 00
21353149 05 01/01/98 0
21353149 O 12/01/12
0
1670246 354/354 F 300,000.00 ZZ
180 298,866.87 1
16423 LEAVENWORTH CIRCLE 6.500 2,613.32 78
6.250 2,613.32 385,000.00
OMAHA NE 68118 1 11/03/97 00
21353503 03 01/01/98 0
21353503 O 12/01/12
0
1670247 354/354 F 450,000.00 ZZ
180 448,625.96 1
3001 MILLER BOULEVARD 7.375 4,139.66 57
7.125 4,139.66 800,000.00
1
CASTLE ROCK CO 80104 5 11/05/97 00
21353891 05 01/01/98 0
21353891 O 12/01/12
0
1670248 354/354 F 560,000.00 ZZ
180 558,308.73 1
2844 W 118TH TERRACE 7.500 5,191.27 68
7.250 5,191.27 835,000.00
LEAWOOD KS 66211 2 11/13/97 00
21354915 03 01/01/98 0
21354915 O 12/01/12
0
1670249 354/354 F 367,200.00 ZZ
180 364,901.28 1
330 INDIAN BAYOU 7.125 3,326.21 80
6.875 3,326.21 459,900.00
HOUSTON TX 77057 1 10/28/97 00
21357439 03 12/01/97 0
21357439 O 11/01/12
0
1670250 354/354 F 465,000.00 ZZ
180 463,485.40 1
9011 OLD DOMINION DRIVE 7.375 4,277.65 65
7.125 4,277.65 725,000.00
MCLEAN VA 22102 5 11/07/97 00
21359187 05 01/01/98 0
21359187 O 12/01/12
0
1670251 354/354 F 399,639.00 ZZ
180 397,164.20 1
2924 LAKEFRONT TRAIL 7.250 3,648.16 70
7.000 3,648.16 575,000.00
PLANO TX 75093 2 10/27/97 00
21360417 03 12/01/97 0
21360417 O 11/01/12
0
1670252 354/354 F 253,000.00 ZZ
180 252,227.49 1
2821 ROBYS WAY 7.375 2,327.41 90
7.125 2,327.41 283,500.00
MIDLOTHIAN VA 23113 2 11/26/97 10
21363544 05 01/01/98 12
21363544 O 12/01/12
0
1
1670253 354/354 F 287,000.00 T
180 286,104.32 1
7695 VILLA DESTE WAY 7.125 2,599.74 80
6.875 2,599.74 360,000.00
DELRAY BEACH FL 33446 1 11/21/97 00
21364187 03 01/01/98 0
21364187 O 12/01/12
0
1670254 354/354 F 268,000.00 ZZ
180 266,340.40 1
700 KILLOUGH ROAD 7.250 2,446.47 80
7.000 2,446.47 335,000.00
GRANBURY TX 76048 2 10/31/97 00
21364625 05 12/01/97 0
21364625 O 11/01/12
0
1670255 354/354 F 452,000.00 ZZ
180 450,604.68 1
3870 MAPLE SHORES DRIVE 7.250 4,126.14 80
7.000 4,126.14 565,000.00
CHANHASSEN MN 55331 1 11/14/97 00
21367156 05 01/01/98 0
21367156 O 12/01/12
0
1670256 354/354 F 262,500.00 ZZ
180 261,662.79 1
28 PATRICIA DRIVE 6.875 2,341.12 75
6.625 2,341.12 350,000.00
MILTON MA 02186 5 11/03/97 00
21367263 05 01/01/98 0
21367263 O 12/01/12
0
1670257 354/354 F 345,900.00 ZZ
180 344,820.51 1
6531 WESTGATE DRIVE 7.125 3,133.27 57
6.875 3,133.27 610,000.00
DALLAS TX 75240 2 11/21/97 00
21371166 05 01/01/98 0
21371166 O 12/01/12
0
1670258 354/354 F 260,000.00 ZZ
180 259,197.38 1
1
2325 RIVERSIDE DR 7.250 2,373.45 80
7.000 2,373.45 325,000.00
LAKEWOOD OH 44107 1 11/15/97 00
21371497 05 01/01/98 0
21371497 O 12/01/12
0
1670259 354/354 F 262,400.00 ZZ
180 261,581.10 1
1111 HOWARD LANE 7.125 2,376.90 80
6.875 2,376.90 328,000.00
BELLAIRE TX 77041 1 11/21/97 00
21372677 05 01/01/98 0
21372677 O 12/01/12
0
1670260 354/354 F 264,000.00 ZZ
180 263,193.90 1
2935 OXFORD 7.375 2,428.60 75
7.125 2,428.60 352,000.00
AURORA IL 60504 2 11/26/97 00
21373162 05 01/01/98 0
21373162 O 12/01/12
0
1670261 354/354 F 308,000.00 ZZ
180 307,028.28 1
1282 WEST 139TH PLACE 7.000 2,768.39 80
6.750 2,768.39 385,000.00
BROOMFIELD CO 80020 1 11/19/97 00
21374574 03 01/01/98 0
21374574 O 12/01/12
0
1670262 354/354 F 360,800.00 ZZ
180 359,285.58 1
1543 HAMLET 6.250 3,093.59 78
6.000 3,093.59 465,000.00
TROY MI 48084 2 11/07/97 00
21375753 05 01/01/98 0
21375753 O 12/01/12
0
1670263 354/354 F 353,000.00 ZZ
180 351,922.15 1
1156 MCMAHON DRIVE 7.375 3,247.33 75
7.125 3,247.33 475,000.00
SUN PRAIRIE WI 53590 2 11/18/97 00
21380167 05 01/01/98 0
1
21380167 O 12/01/12
0
1670264 354/354 F 350,000.00 ZZ
180 348,895.77 1
3852 TURTLE CREEK DRIVE 7.000 3,145.90 35
6.750 3,145.90 1,000,000.00
DALLAS TX 75219 2 11/06/97 00
21380951 05 01/01/98 0
21380951 O 12/01/12
0
1670265 354/354 F 315,000.00 ZZ
180 315,000.00 1
750 ST ANDREWS DR 6.625 2,765.68 62
6.375 2,765.68 510,000.00
WICHITA KS 67230 2 11/24/97 00
21381108 03 02/01/98 0
21381108 O 01/01/13
0
1670266 354/354 F 409,500.00 ZZ
180 408,263.26 1
1520 WILD RIDGE COURT NORTH 7.500 3,796.12 70
7.250 3,796.12 585,000.00
NEWPORT MN 55055 5 11/14/97 00
21381892 05 01/01/98 0
21381892 O 12/01/12
0
1670267 354/354 F 238,000.00 ZZ
180 237,281.21 1
3750 VANDERSCHAAF DRIVE 7.500 2,206.29 68
7.250 2,206.29 350,000.00
MEMPHIS TN 38133 5 11/20/97 00
21382312 05 01/01/98 0
21382312 O 12/01/12
0
1670268 354/354 F 370,000.00 ZZ
180 368,857.82 1
238 MISSISSIPPI R BLVD S 7.250 3,377.60 56
7.000 3,377.60 670,000.00
ST PAUL MN 55105 5 11/21/97 00
21383740 05 01/01/98 0
21383740 O 12/01/12
0
1
1670269 354/354 F 299,000.00 ZZ
180 298,077.00 1
104 WALLIS DRIVE 7.250 2,729.46 80
7.000 2,729.46 375,000.00
AUSTIN TX 78746 2 11/07/97 00
21383831 05 01/01/98 0
21383831 O 12/01/12
0
1670270 354/354 F 255,100.00 T
180 254,337.98 1
438 WHITE CLOUD DRIVE 7.625 2,382.97 71
7.375 2,382.97 360,000.00
BRECKENRIDGE CO 80424 2 11/24/97 00
21383864 09 01/01/98 0
21383864 O 12/01/12
0
1670271 354/354 F 294,000.00 ZZ
180 293,052.11 1
314 2ND STREET SE 6.750 2,601.64 72
6.500 2,601.64 410,000.00
WASHINGTON DC 20003 2 11/14/97 00
21384565 05 01/01/98 0
21384565 O 12/01/12
0
1670272 354/354 F 341,600.00 ZZ
180 339,530.19 1
3400 WINDSOR COURT 7.500 3,166.68 80
7.250 3,166.68 430,000.00
COLLEYVILLE TX 76034 2 10/31/97 00
21384706 03 12/01/97 0
21384706 O 11/01/12
0
1670273 354/354 F 476,000.00 ZZ
180 474,530.60 1
2804 W 117TH STREET 7.250 4,345.23 80
7.000 4,345.23 600,000.00
LEAWOOD KS 66211 1 11/26/97 00
21386784 03 01/01/98 0
21386784 O 12/01/12
0
1670274 354/354 F 250,000.00 ZZ
180 249,277.53 1
6856 COMPTON HEIGHTS 8.000 2,389.14 77
7.750 2,389.14 325,000.00
1
CLIFTON VA 22024 2 11/05/97 00
21387105 05 01/01/98 0
21387105 O 12/01/12
0
1670275 354/354 F 350,000.00 ZZ
180 348,883.72 1
11846 VILLAGE PARK CIRCLE 6.875 3,121.49 71
6.625 3,121.49 498,000.00
HOUSTON TX 77024 1 11/13/97 00
21387766 05 01/01/98 0
21387766 O 12/01/12
0
1670276 354/354 F 404,600.00 ZZ
180 403,323.51 1
3552 KINGSHILL ROAD 7.000 3,636.66 75
6.750 3,636.66 544,000.00
BIRMINGHAM AL 35213 2 11/21/97 00
21388400 05 01/01/98 0
21388400 O 12/01/12
0
1670277 354/354 F 250,000.00 ZZ
180 249,228.26 1
412 BONRUTH PLACE 7.250 2,282.16 50
7.000 2,282.16 502,500.00
RICHMOND VA 23233 1 12/21/97 00
21389119 05 01/01/98 0
21389119 O 12/01/12
0
1670278 354/354 F 288,000.00 ZZ
180 280,369.08 1
6016 MARINERS WATCH DRIVE 6.875 2,568.54 80
6.625 2,568.54 361,000.00
TAMPA FL 33615 1 11/12/97 00
21391156 03 01/01/98 0
21391156 O 12/01/12
0
1670279 354/354 F 268,000.00 ZZ
180 267,163.62 1
2937 FALMOUTH ROAD 7.125 2,427.63 80
6.875 2,427.63 337,500.00
SHAKER HEIGHTS OH 44122 1 11/13/97 00
21393095 05 01/01/98 0
21393095 O 12/01/12
0
1
1670280 354/354 F 325,000.00 ZZ
180 323,906.08 1
9619 MAURY ROAD 6.250 2,786.63 73
6.000 2,786.63 450,000.00
FAIRFAX VA 22032 2 11/21/97 00
21395934 03 01/01/98 0
21395934 O 12/01/12
0
1670283 354/354 F 270,000.00 ZZ
180 269,184.56 1
139 EAST ELIZABETH COURT 7.500 2,502.94 73
7.250 2,502.94 370,000.00
WOODDALE IL 60191 2 11/26/97 00
21398581 05 01/01/98 0
21398581 O 12/01/12
0
1670284 354/354 F 350,000.00 T
180 348,931.31 1
169 90TH STREET 7.375 3,219.73 59
7.125 3,219.73 600,000.00
STONE HARBOR NJ 08247 2 11/22/97 00
21398698 05 01/01/98 0
21398698 O 12/01/12
0
1670285 354/354 F 249,600.00 ZZ
180 248,803.93 1
2103 EAST STRATFORD COURT 6.875 2,226.07 80
6.625 2,226.07 312,000.00
HIGHLAND RANCH CO 80126 1 12/01/97 00
21401336 03 01/01/98 0
21401336 O 12/01/12
0
1670287 354/354 F 280,000.00 ZZ
180 279,106.97 1
2343 STEWARTS FERRY PIKE 6.875 2,497.20 68
6.625 2,497.20 415,000.00
HERMITAGE TN 37076 2 11/21/97 00
21402581 05 01/01/98 0
21402581 O 12/01/12
0
1670288 354/354 F 264,300.00 ZZ
180 263,429.29 1
1
300 CEDAR ELM COURT 6.500 2,302.34 74
6.250 2,302.34 360,000.00
IRVING TX 75063 2 11/21/97 00
21407499 03 01/01/98 0
21407499 O 12/01/12
0
1670289 354/354 F 255,000.00 ZZ
180 255,000.00 1
3561 TANGLECREEK CIRCLE 7.000 2,292.01 66
6.750 2,292.01 387,500.00
BIRMINGHAM AL 35243 1 12/05/97 00
21407523 05 02/01/98 0
21407523 O 01/01/13
0
1670290 354/354 F 300,000.00 ZZ
180 299,093.96 1
8 ABBOTSFORD DRIVE 7.500 2,781.04 74
7.250 2,781.04 406,560.00
LINCOLNSHIRE IL 60069 1 11/13/97 00
21411343 05 01/01/98 0
21411343 O 12/01/12
0
1670291 354/354 F 309,500.00 ZZ
180 308,523.54 1
18935 WINDSOR LAKES DRIVE 7.000 2,781.88 76
6.750 2,781.88 410,000.00
HOUSTON TX 77094 2 11/20/97 00
21413539 03 01/01/98 0
21413539 O 12/01/12
0
1670292 354/354 F 290,000.00 ZZ
180 289,133.73 1
26029 YORK 7.625 2,708.98 88
7.375 2,708.98 330,000.00
HUNTINGTON WOOD MI 48070 1 11/25/97 10
21413950 05 01/01/98 12
21413950 O 12/01/12
0
1670293 354/354 F 499,200.00 ZZ
180 499,200.00 1
8708 CANYON DRIVE 6.875 4,452.14 80
6.625 4,452.14 624,000.00
DALLAS TX 75209 1 11/26/97 00
21415203 05 02/01/98 0
1
21415203 O 01/01/13
0
1670294 354/354 F 425,000.00 ZZ
180 423,644.52 1
24 CHENAL CIRCLE 6.875 3,790.38 52
6.625 3,790.38 830,000.00
LITTLE ROCK AR 72211 5 11/26/97 00
21417407 03 01/01/98 0
21417407 O 12/01/12
0
1670295 354/354 F 299,850.00 ZZ
180 298,872.75 1
7511 GLENSHANNON CIRCLE 6.625 2,632.67 38
6.375 2,632.67 800,000.00
DALLAS TX 75225 2 11/21/97 00
21427588 03 01/01/98 0
21427588 O 12/01/12
0
1670296 354/354 F 287,000.00 ZZ
180 286,133.22 1
7565 MEARS DRIVE 7.500 2,660.53 62
7.250 2,660.53 470,000.00
AUBURN CA 95602 2 11/13/97 00
21429733 05 01/01/98 0
21429733 O 12/01/12
0
1670297 354/354 F 416,700.00 ZZ
180 415,413.66 1
6008 B OCEANFRONT AVENUE 7.250 3,803.90 79
7.000 3,803.90 530,000.00
VIRGINIA BEACH VA 23451 2 11/21/97 00
21432752 01 01/01/98 0
21432752 O 12/01/12
0
1670414 354/354 F 300,000.00 ZZ
180 299,073.91 1
4524 CULBREATH AVENUE 7.250 2,738.59 69
7.000 2,738.59 440,000.00
TAMPA FL 33609 1 11/24/97 00
21435755 05 01/01/98 0
21435755 O 12/01/12
0
1
1670415 354/354 F 306,800.00 ZZ
180 305,863.21 1
10 DAKOTA PARK 7.375 2,822.33 44
7.125 2,822.33 702,000.00
EDWARDS CO 81632 2 12/01/97 00
21440193 09 01/01/98 0
21440193 O 12/01/12
0
1670416 354/354 F 250,000.00 ZZ
180 249,244.96 1
N5250 SUMMIT COURT 7.500 2,317.54 51
7.250 2,317.54 495,000.00
FOND DU LAC WI 54935 5 11/25/97 00
21441076 05 01/01/98 0
21441076 O 12/01/12
0
1670417 354/354 F 444,100.00 T
180 441,438.39 1
209 DAHLIA AVENUE UNIT #A 7.625 4,148.48 66
7.375 4,148.48 675,000.00
NEWPORT BEACH CA 92625 1 11/10/97 00
25516832 01 12/01/97 0
25516832 O 11/01/12
0
1670418 354/354 F 350,000.00 ZZ
180 347,832.58 1
3760 DARCUS STREET 7.250 3,195.03 51
7.000 3,195.03 687,500.00
HOUSTON TX 77005 1 10/28/97 00
25540402 03 12/01/97 0
25540402 O 11/01/12
0
1670419 354/354 F 628,000.00 ZZ
180 626,144.61 1
16 CLAYTON TERRACE 7.750 5,911.22 80
7.500 5,911.22 785,000.00
FRONTENAC MO 63131 1 11/14/97 00
25555368 05 01/01/98 0
25555368 O 12/01/12
0
1670420 354/354 F 247,000.00 ZZ
180 245,486.97 1
3487 HERITAGE OAKS DRIVE 7.375 2,272.22 80
7.125 2,272.22 312,000.00
1
SAN JOSE CA 95148 2 10/06/97 00
25572199 05 12/01/97 0
25572199 O 11/01/12
0
1670421 354/354 F 300,000.00 ZZ
180 298,017.99 1
10616 MAPLECREST LANE 6.500 2,613.33 66
6.250 2,613.33 459,500.00
POTOMAC MD 20854 2 10/20/97 00
25586850 03 12/01/97 0
25586850 O 11/01/12
0
1670422 354/354 F 340,500.00 ZZ
180 338,226.23 1
1412 BROOKMILL ROAD 6.375 2,942.78 58
6.125 2,942.78 589,000.00
LOS ALTOS CA 94024 2 10/01/97 00
25594284 05 12/01/97 0
25594284 O 11/01/12
0
1670423 354/354 F 483,600.00 ZZ
180 482,186.92 1
3100 NORTH OCEAN BOULEVARD 7.875 4,586.71 80
UNIT #1809 7.625 4,586.71 604,500.00
FT LAUDERDALE FL 33308 1 11/12/97 00
25606138 01 01/01/98 0
25606138 O 12/01/12
0
1670424 354/354 F 325,000.00 ZZ
180 323,985.73 1
2243 TERWILLEGER BOULEVARD 7.125 2,943.96 70
6.875 2,943.96 465,000.00
TULSA OK 74114 5 11/10/97 00
25607821 05 01/01/98 0
25607821 O 12/01/12
0
1670425 354/354 F 465,000.00 ZZ
180 462,151.60 1
105 HIGH MEADOW DRIVE 7.375 4,277.65 60
7.125 4,277.65 775,000.00
FRANKLIN TN 37069 2 10/23/97 00
25617036 05 12/01/97 0
25617036 O 11/01/12
0
1
1670426 354/354 F 371,000.00 ZZ
180 369,803.86 1
1785 MANCHESTER DRIVE 6.750 3,283.02 70
6.500 3,283.02 531,000.00
GRAFTON WI 53024 2 11/14/97 00
25619065 05 01/01/98 0
25619065 O 12/01/12
0
1670427 354/354 F 299,600.00 ZZ
180 297,784.68 1
401 ULTIMO AVENUE 7.500 2,777.33 80
7.250 2,777.33 375,000.00
LONG BEACH CA 90814 2 10/30/97 00
25625989 05 12/01/97 0
25625989 O 11/01/12
0
1670428 354/354 F 400,000.00 ZZ
180 398,667.99 1
75 14TH STREET NORTHWEST UNIT 6.375 3,457.01 70
#4320 6.125 3,457.01 575,000.00
ATLANTA GA 30309 2 11/13/97 00
25626771 06 01/01/98 0
25626771 O 12/01/12
0
1670429 354/354 F 376,000.00 T
180 373,671.58 1
1200 BISMARK DRIVE 7.250 3,432.37 80
7.000 3,432.37 470,000.00
COROLLA NC 27927 1 11/03/97 00
25633991 03 12/01/97 0
25633991 O 11/01/12
0
1670430 354/354 F 245,000.00 ZZ
180 243,482.81 1
365 SCENE-A-RAMA ROAD 7.250 2,236.52 53
7.000 2,236.52 470,000.00
BOONE NC 28607 5 10/27/97 00
25637240 05 12/01/97 0
25637240 O 11/01/12
0
1670431 354/354 F 312,000.00 ZZ
180 311,036.86 1
1
4205 PURDUE BOULEVARD 7.250 2,848.14 80
7.000 2,848.14 390,000.00
UNIVERSITY PARK TX 75225 1 11/10/97 00
25638586 05 01/01/98 0
25638586 O 12/01/12
0
1670432 354/354 F 340,000.00 T
180 338,950.43 1
3065 CLEARWATER CREEK 7.250 3,103.74 80
7.000 3,103.74 427,000.00
SOUTHERN PINES NC 28387 2 12/01/97 00
25640764 05 01/01/98 0
25640764 O 12/01/12
0
1670433 354/354 F 272,000.00 ZZ
180 272,000.00 1
2863 I'ON AVENUE 6.625 2,388.15 80
6.375 2,388.15 340,000.00
SULLIVANS ISLAN SC 29482 1 12/11/97 00
25641135 05 02/01/98 0
25641135 O 01/01/13
0
1670434 354/354 F 400,000.00 ZZ
180 398,491.67 1
2825 ALBEMARLE STREET NW 6.875 3,567.42 67
6.625 3,567.42 600,000.00
WASHINGTON DC 20008 2 10/29/97 00
25644188 05 01/01/98 0
25644188 O 12/01/12
0
1670435 354/354 F 228,000.00 ZZ
180 227,311.41 1
19120 WHEATFIELD DRIVE 7.500 2,113.59 80
7.250 2,113.59 285,000.00
GERMANTOWN MD 20876 2 11/06/97 00
25650011 03 01/01/98 0
25650011 O 12/01/12
0
1670436 354/354 F 320,000.00 ZZ
180 318,968.28 1
99 BOONE TRAIL 6.750 2,831.72 77
6.500 2,831.72 419,000.00
WEAVERVILLE NC 28787 2 11/19/97 00
25662818 05 01/01/98 0
1
25662818 O 12/01/12
0
1670437 354/354 F 450,000.00 ZZ
180 448,501.50 1
15130 SPRINGFIELD ROAD 6.375 3,889.13 70
6.125 3,889.13 650,000.00
DARNESTOWN MD 20874 5 11/17/97 00
25663881 05 01/01/98 0
25663881 O 12/01/12
0
1670438 354/354 F 278,000.00 ZZ
180 277,132.41 1
46 WILSHIRE AVENUE 7.125 2,518.22 76
6.875 2,518.22 370,000.00
DALY CITY CA 94015 2 11/17/97 00
25667544 03 01/01/98 0
25667544 O 12/01/12
0
1670440 354/354 F 280,000.00 ZZ
180 279,163.60 1
2902 POLO CLUB ROAD 7.625 2,615.57 63
7.375 2,615.57 450,000.00
NASHVILLE TN 37221 2 11/10/97 00
25669896 03 01/01/98 0
25669896 O 12/01/12
0
1670441 354/354 F 395,000.00 ZZ
180 393,726.48 1
8026 GLENDALE ROAD 6.750 3,495.40 67
6.500 3,495.40 595,000.00
CHEVY CHASE MD 20815 1 11/20/97 00
25679671 05 01/01/98 0
25679671 O 12/01/12
0
1670443 354/354 F 300,000.00 ZZ
180 300,000.00 1
4760 TURTLE DOVE PLACE 7.375 2,759.77 80
7.125 2,759.77 375,000.00
EL PASO TX 79922 2 12/10/97 00
25680984 05 02/01/98 0
25680984 O 01/01/13
0
1
1670444 354/354 F 250,000.00 ZZ
180 249,253.21 1
758 ALBION ROAD 7.625 2,335.33 73
7.375 2,335.33 345,000.00
COLUMBIA SC 29205 2 11/21/97 00
25688342 05 01/01/98 0
25688342 O 12/01/12
0
1670445 354/354 F 230,000.00 ZZ
180 229,312.96 1
22 STONEHENGE DRIVE 7.625 2,148.50 68
7.375 2,148.50 342,000.00
BENTONVILLE AR 72712 2 11/14/97 00
25689753 05 01/01/98 0
25689753 O 12/01/12
0
1670446 354/354 F 272,000.00 ZZ
180 271,178.52 1
5029 CAMBERLEY LANE 7.500 2,521.48 80
7.250 2,521.48 340,000.00
OLDSMAR FL 34677 1 12/01/97 00
25692971 03 01/01/98 0
25692971 O 12/01/12
0
1670447 354/354 F 272,000.00 T
180 272,000.00 1
238 SPARROW HAWK RD 7.250 2,482.99 80
7.000 2,482.99 340,000.00
KIAWAH ISLAND SC 29455 1 12/15/97 00
25694654 03 02/01/98 0
25694654 O 01/01/13
0
1670448 354/354 F 310,400.00 ZZ
180 310,400.00 1
205 NORTH VIEW TERRACE 7.000 2,789.96 80
6.750 2,789.96 388,000.00
ALEXANDRIA VA 22301 1 12/15/97 00
25697558 05 02/01/98 0
25697558 O 01/01/13
0
1670449 354/354 F 284,000.00 ZZ
180 283,142.28 1
7315 CAMELLIA LANE 7.500 2,632.72 47
7.250 2,632.72 610,000.00
1
NORFOLK VA 23505 2 11/21/97 00
25699828 05 01/01/98 0
25699828 O 12/01/12
0
1670450 354/354 F 434,000.00 ZZ
180 432,630.75 1
59 ROCK POINT PLACE NE 7.000 3,900.92 70
6.750 3,900.92 620,000.00
ALBUQUERQUE NM 87122 5 11/13/97 00
25708744 05 01/01/98 0
25708744 O 12/01/12
0
1670451 354/354 F 302,000.00 ZZ
180 301,097.88 1
2619 W 67TH ST 7.625 2,821.08 61
7.375 2,821.08 500,000.00
MISSION HILLS KS 66208 2 11/24/97 00
25714114 05 01/01/98 0
25714114 O 12/01/12
0
1670452 354/354 F 446,300.00 ZZ
180 445,010.25 1
1628 8TH STREET 8.000 4,265.08 55
7.750 4,265.08 825,000.00
MANHATTAN BEACH CA 90266 2 11/19/97 00
25716762 05 01/01/98 0
25716762 O 12/01/12
0
1670453 354/354 F 295,000.00 ZZ
180 294,118.79 1
150 LAKE VISTA DRIVE 7.625 2,755.69 73
7.375 2,755.69 406,000.00
CHAPIN SC 29036 2 11/20/97 00
25717885 03 01/01/98 0
25717885 O 12/01/12
0
1670454 354/354 F 316,000.00 T
180 316,000.00 1
148 SKIMMER WAY 7.375 2,906.96 80
7.125 2,906.96 395,000.00
KITTY HAWK NC 27949 1 12/15/97 00
25724683 03 02/01/98 0
25724683 O 01/01/13
0
1
1670455 354/354 F 383,100.00 ZZ
180 381,917.38 1
722 CRYSTAL CREEK 7.250 3,497.18 62
7.000 3,497.18 620,000.00
AUSTIN TX 78746 2 11/21/97 00
25729849 05 01/01/98 0
25729849 O 12/01/12
0
1670457 354/354 F 450,000.00 ZZ
180 448,580.27 1
2024 KINDERTON MANOR DRIVE 7.000 4,044.73 71
6.750 4,044.73 642,000.00
DULUTH GA 30097 2 12/01/97 00
25743279 03 01/01/98 0
25743279 O 12/01/12
0
1670458 354/354 F 385,000.00 T
180 383,849.94 1
7918 BLOOMFIELD ROAD 7.625 3,596.41 70
7.375 3,596.41 550,000.00
EASTON MD 21601 1 11/20/97 00
25749904 05 01/01/98 0
25749904 O 12/01/12
0
1670459 354/354 F 256,900.00 ZZ
180 256,900.00 1
2219 DRYDEN 7.375 2,363.29 85
7.125 2,363.29 305,000.00
HOUSTON TX 77030 2 12/12/97 04
25769936 05 02/01/98 12
25769936 O 01/01/13
0
1670460 354/354 F 258,400.00 ZZ
180 258,400.00 1
7888 LAKEWOOD DRIVE 7.750 2,432.26 80
7.500 2,432.26 323,000.00
AUSTIN TX 78750 1 12/17/97 00
25798521 03 02/01/98 0
25798521 O 01/01/13
0
1670468 367/367 F 280,000.00 ZZ
180 280,000.00 1
1
4910 SEDGWICK STREET NW 6.750 2,477.75 66
6.500 2,477.75 425,000.00
WASHINGTON DC 20016 2 12/15/97 00
15162680 05 02/01/98 0
15162680 O 01/01/13
0
1670530 736/G01 F 160,000.00 ZZ
180 160,000.00 1
16161 MOUNT BADEN POWELL STREE 7.250 1,460.58 50
7.000 1,460.58 320,000.00
FOUNTAIN VALLEY CA 92708 2 12/09/97 00
0430543090 05 02/01/98 0
560138 O 01/01/13
0
1670534 736/G01 F 292,500.00 ZZ
180 292,500.00 1
405 54TH STREET 7.250 2,670.12 75
7.000 2,670.12 390,000.00
ASTORIA OR 97103 5 12/09/97 00
0430543108 05 02/01/98 0
544259 O 01/01/13
0
1670587 776/G01 F 218,000.00 ZZ
180 218,000.00 1
4955 CALLE ROBLEDA 7.875 2,067.62 80
7.625 2,067.62 275,000.00
AGOURA HILLS CA 91301 2 12/02/97 00
0430539023 05 02/01/98 0
3505708 O 01/01/13
0
1670603 E48/E48 F 650,000.00 ZZ
180 650,000.00 1
2947 HILLSBORO ROAD 7.125 5,887.91 73
6.875 5,887.91 896,000.00
BRENTWOOD TN 37027 2 12/15/97 00
200397M 05 02/01/98 0
200397M O 01/01/13
0
1670669 387/387 F 618,000.00 ZZ
180 616,133.56 1
546 A MINER ROAD 7.500 5,728.94 70
7.250 5,728.94 890,000.00
ORINDA CA 94563 2 11/10/97 00
1272152 05 01/01/98 0
1
1272152 O 12/01/12
0
1670670 387/387 F 315,700.00 ZZ
180 309,244.76 1
100 BANNOCK COURT 7.250 2,881.91 66
7.000 2,881.91 480,000.00
ROSWELL GA 30075 5 09/22/97 00
1241017 03 11/01/97 0
1241017 O 10/01/12
0
1670673 387/387 F 273,150.00 ZZ
180 271,530.79 1
22688 WEST DONCASTER CIRCLE 7.750 2,571.09 66
7.500 2,571.09 420,000.00
BARRINGTON IL 60010 2 10/23/97 00
1259092 03 12/01/97 0
1259092 O 11/01/12
0
1670676 387/387 F 267,000.00 ZZ
180 266,211.16 1
53 WEST TAM-O-SHANTER DRIVE 7.750 2,513.21 85
7.500 2,513.21 315,000.00
CRETE IL 60417 2 11/07/97 04
1271006 05 01/01/98 12
1271006 O 12/01/12
0
1670677 387/387 F 330,000.00 ZZ
180 328,981.30 1
517 JETTY WAY 7.250 3,012.45 69
7.000 3,012.45 480,000.00
REDWOOD CITY CA 94065 5 10/31/97 00
1256536 03 01/01/98 0
1256536 O 12/01/12
0
1670678 685/G01 F 242,000.00 ZZ
180 242,000.00 1
29 GOLETA POINT DRIVE 7.500 2,243.37 30
7.250 2,243.37 820,000.00
NEWPORT BEACH CA 92625 2 12/10/97 00
0430538223 03 02/01/98 0
110072 O 01/01/13
0
1
1670679 387/387 F 385,000.00 ZZ
180 381,527.89 1
67 WEST BURTON PLACE 7.625 3,596.40 67
7.375 3,596.40 575,000.00
CHICAGO IL 60610 5 09/15/97 00
1198787 03 11/01/97 0
1198787 O 10/01/12
0
1670682 387/387 F 647,500.00 ZZ
180 643,533.71 1
809 LAKESTONE DRIVE 7.375 5,956.50 70
7.125 5,956.50 925,000.00
RALEIGH NC 27609 1 10/31/97 00
1268622 05 12/01/97 0
1268622 O 11/01/12
0
1670683 387/387 F 108,000.00 ZZ
180 107,684.42 1
2322 SHERBROOKE LANE 7.875 1,024.33 80
7.625 1,024.33 135,000.00
MCKINNEY TX 75070 2 11/06/97 00
1274083 05 01/01/98 0
1274083 O 12/01/12
0
1670686 387/387 F 173,600.00 ZZ
180 172,524.97 1
1118 CORTE RIVIERA 7.250 1,584.73 70
7.000 1,584.73 248,000.00
CAMARILLO CA 93010 1 10/21/97 00
1190644 05 12/01/97 0
1190644 O 11/01/12
0
1670687 387/387 F 347,000.00 ZZ
180 345,963.47 1
1030 BROOKVIEW COURT 7.625 3,241.43 67
7.375 3,241.43 525,000.00
ATHENS GA 30606 2 11/05/97 00
1258946 05 01/01/98 0
1258946 O 12/01/12
0
1670690 387/387 F 256,550.00 ZZ
180 254,081.22 1
4315 DESERT HILLS DRIVE 6.875 2,288.05 79
6.625 2,288.05 325,000.00
1
SPARKS NV 89436 1 09/19/97 00
1214675 05 11/01/97 0
1214675 O 10/01/12
0
1670692 387/387 F 268,000.00 ZZ
180 266,411.31 1
5200 REFIELD COURT 7.750 2,522.62 72
7.500 2,522.62 375,000.00
DUNWOODY GA 30338 2 10/24/97 00
1250919 05 12/01/97 0
1250919 O 11/01/12
0
1670867 286/286 F 550,000.00 ZZ
180 548,302.17 1
55 E 87TH STREET 7.250 5,020.75 53
7.000 5,020.75 1,050,000.00
NAPERVILLE IL 60565 2 11/21/97 00
0000955396 05 01/01/98 0
0000955396 O 12/01/12
0
1670875 624/G01 F 352,500.00 ZZ
180 352,500.00 1
441 GREENBRIER ROAD 7.125 3,193.05 45
6.875 3,193.05 800,000.00
HALF MOON BAY CA 94019 1 12/03/97 00
0430541698 03 02/01/98 0
46001070606 O 01/01/13
0
1670920 267/267 F 300,000.00 ZZ
180 300,000.00 1
3944 PASEO GRANDE 7.000 2,696.49 64
6.750 2,696.49 475,000.00
MORAGA CA 94556 5 12/04/97 00
4411596 05 02/01/98 0
4411596 O 01/01/13
0
1671326 K08/G01 F 263,200.00 ZZ
180 262,387.51 1
6533 MIDDLECOFF CT 7.250 2,402.66 80
7.000 2,402.66 329,000.00
WOODRIDGE IL 60517 1 11/28/97 00
0410596910 05 01/01/98 0
410596910 O 12/01/12
0
1
1671353 E22/G01 F 82,000.00 ZZ
180 82,000.00 1
4833 26TH AVENUE SOUTHWEST 7.375 754.34 57
7.125 754.34 144,000.00
SEATTLE WA 98106 2 12/05/97 00
0410609556 05 02/01/98 0
410609556 O 01/01/13
0
1671422 686/686 F 86,800.00 ZZ
180 86,800.00 1
738 ROLLINGWOOD DRIVE 7.250 792.37 70
7.000 792.37 124,000.00
STONE MOUNTAIN GA 30087 1 12/08/97 00
818046468 05 02/01/98 0
818046468 O 01/01/13
0
1671423 686/686 F 90,000.00 ZZ
180 90,000.00 1
18 AMBERWOOD DRIVE 7.000 808.95 52
6.750 808.95 175,000.00
ATKINSON NH 03811 5 12/09/97 00
818469652 05 02/01/98 0
818469652 O 01/01/13
0
1671424 686/686 F 111,000.00 ZZ
180 111,000.00 1
11359 MINERAL PEAK COURT 7.250 1,013.28 60
7.000 1,013.28 185,000.00
RANCHO CUCAMONG CA 91737 2 12/03/97 00
818619363 05 02/01/98 0
818619363 O 01/01/13
0
1671444 686/686 F 300,000.00 ZZ
180 299,093.96 1
2066 16TH AVENUE 7.500 2,781.04 73
7.250 2,781.04 415,000.00
SAN FRANCISCO CA 94116 2 11/05/97 00
818539686 05 01/01/98 0
818539686 O 12/01/12
0
1671445 686/686 F 158,250.00 ZZ
180 157,777.28 1
1
9022 N LINDER AVENUE 7.625 1,478.27 75
7.375 1,478.27 211,000.00
MORTON GROVE IL 60053 2 11/06/97 00
818639775 05 01/01/98 0
818639775 O 12/01/12
0
1671453 686/686 F 361,500.00 ZZ
180 360,393.78 1
47 PRINCETON DRIVE 7.350 3,320.41 75
7.100 3,320.41 482,000.00
SYOSSET NY 11791 1 11/13/97 00
818263634 05 01/01/98 0
818263634 O 12/01/12
0
1671454 686/686 F 316,000.00 ZZ
180 315,033.01 1
1281 BREAKERS WEST BLVD 7.350 2,902.49 62
7.100 2,902.49 517,000.00
WEST PALM BEACH FL 33411 2 11/07/97 00
818383408 03 01/01/98 0
818383408 O 12/01/12
0
1671455 686/686 F 155,000.00 ZZ
180 154,521.52 1
17 PINE PLAIN ROAD 7.250 1,414.94 59
7.000 1,414.94 265,000.00
BOXFORD MA 01921 2 11/07/97 00
818513913 05 01/01/98 0
818513913 O 12/01/12
0
1671456 686/686 F 185,000.00 ZZ
180 184,428.91 1
4495 MONACO STREET 7.250 1,688.80 31
7.000 1,688.80 614,000.00
SAN DIEGO CA 92107 2 11/05/97 00
818567406 05 01/01/98 0
818567406 O 12/01/12
0
1671485 686/686 F 60,000.00 ZZ
180 59,815.58 1
101 CHURCHILL CIRCLE 7.300 549.42 21
7.050 549.42 290,000.00
NORTH WALES PA 19454 5 11/21/97 00
817787344 05 01/01/98 0
1
817787344 O 12/01/12
0
1671486 686/686 F 46,000.00 ZZ
180 45,808.00 1
5435 SW 117 AVENUE 7.250 419.92 38
7.000 419.92 124,000.00
MIAMI FL 33175 5 11/21/97 00
818393928 05 01/01/98 0
818393928 O 12/01/12
0
1671487 686/686 F 295,000.00 ZZ
180 294,089.34 1
430 ESTHER STREET 7.250 2,692.95 80
7.000 2,692.95 369,000.00
COSTA MESA CA 92627 2 11/14/97 00
818618167 05 01/01/98 0
818618167 O 12/01/12
0
1671488 686/686 F 268,000.00 ZZ
180 267,172.69 1
12161 SAGE VIEW ROAD 7.250 2,446.48 79
7.000 2,446.48 340,000.00
POWAY CA 92064 2 11/17/97 00
818618951 05 01/01/98 0
818618951 O 12/01/12
0
1671537 686/686 F 70,000.00 ZZ
180 70,000.00 1
10260 SW 139TH COURT 7.350 642.96 59
7.100 642.96 120,000.00
MIAMI FL 33186 1 12/15/97 00
818394611 03 02/01/98 0
818394611 O 01/01/13
0
1671539 686/686 F 50,000.00 ZZ
180 49,840.17 1
709 CYNTHIA STREET 6.850 445.24 34
6.600 445.24 150,000.00
ALHAMBRA CA 91801 1 11/12/97 00
818438152 05 01/01/98 0
818438152 O 12/01/12
0
1
1671540 686/686 F 136,000.00 ZZ
180 135,587.82 1
82-19 ST JAMES AVENUE 7.460 1,257.65 70
7.210 1,257.65 195,000.00
ELMHURST NY 11373 1 12/01/97 00
818511503 05 01/01/98 0
818511503 O 12/01/12
0
1671541 686/686 F 280,000.00 ZZ
180 279,163.60 1
30 WINTER STREET 7.625 2,615.57 63
7.375 2,615.57 445,000.00
BELMONT MA 02178 5 11/14/97 00
818513970 05 01/01/98 0
818513970 O 12/01/12
0
1671543 686/686 F 148,500.00 ZZ
180 148,056.02 1
27 HIGHLAND STREET 7.615 1,386.34 75
7.365 1,386.34 200,000.00
MEDWAY MA 02053 2 11/20/97 00
818578759 05 01/01/98 0
818578759 O 12/01/12
0
1671553 686/686 F 230,000.00 ZZ
180 229,320.48 1
14300 LAYHILL VALLEY COURT 7.750 2,164.94 68
7.500 2,164.94 340,000.00
SILVER SPRING MD 20906 2 11/17/97 00
818470072 05 01/01/98 0
818470072 O 12/01/12
0
1671554 686/686 F 95,130.00 ZZ
180 94,848.94 1
200 HAYMONT DR 7.750 895.44 70
7.500 895.44 135,900.00
GIBSONIA PA 15044 2 11/25/97 00
818519274 05 01/01/98 0
818519274 O 12/01/12
0
1671555 686/686 F 94,000.00 ZZ
180 93,719.20 1
427 EASTBRIDGE DRIVE 7.625 878.09 67
7.375 878.09 140,584.00
1
OVIEDO FL 32765 1 11/26/97 00
818602377 03 01/01/98 0
818602377 O 12/01/12
0
1671556 686/686 F 35,000.00 ZZ
180 35,000.00 1
451 IVES DAIRY ROAD #206-1 7.750 329.45 64
7.500 329.45 55,000.00
N MIAMI BCH FL 33179 1 12/19/97 00
818604134 01 02/01/98 0
818604134 O 01/01/13
0
1671558 686/686 F 117,000.00 ZZ
180 116,506.19 1
7058 CAROL 7.625 1,092.94 70
7.375 1,092.94 168,000.00
NILES IL 60714 2 11/21/97 00
818641078 07 01/01/98 0
818641078 O 12/01/12
0
1671559 686/686 F 84,000.00 ZZ
180 83,551.82 1
1955 CHELFORD ROAD 7.750 790.68 75
7.500 790.68 112,000.00
RICHMOND HEIGHT OH 44143 1 11/25/97 00
818641813 05 01/01/98 0
818641813 O 12/01/12
0
1671574 686/686 F 133,000.00 ZZ
180 132,593.01 1
1834 STONER AVE #10 7.350 1,221.62 65
7.100 1,221.62 205,000.00
LOS ANGELES CA 90025 2 11/25/97 00
818438681 01 01/01/98 0
818438681 O 12/01/12
0
1671575 686/686 F 179,000.00 T
180 179,000.00 1
5631 QUEENS KEW 7.770 1,686.94 60
7.520 1,686.94 302,000.00
BONITA SPRINGS FL 34134 2 12/01/97 00
818514366 05 02/01/98 0
818514366 O 01/01/13
0
1
1671577 686/686 F 120,000.00 ZZ
180 119,537.50 1
16657 NW PAISLEY DRIVE 7.375 1,103.91 65
7.125 1,103.91 185,000.00
BEAVERTON OR 97006 2 11/17/97 00
818605651 05 01/01/98 0
818605651 O 12/01/12
0
1671579 686/686 F 47,200.00 ZZ
180 47,035.42 1
37202 N GRANDWOOD RD 8.125 454.49 43
7.875 454.49 111,000.00
GURNEE IL 60031 5 11/25/97 00
818641193 05 01/01/98 0
818641193 O 12/01/12
0
1671624 956/G01 F 281,000.00 ZZ
180 281,000.00 1
11590 NORTHDALE DRIVE 7.375 2,584.98 71
7.125 2,584.98 400,000.00
MOORPARK CA 93021 2 12/11/97 00
0430544759 03 02/01/98 0
5712064 O 01/01/13
0
1671625 956/G01 F 299,000.00 ZZ
180 299,000.00 1
4635 NOMAD DRIVE 7.375 2,750.57 80
7.125 2,750.57 375,000.00
WOODLAND HILLS CA 91364 2 12/16/97 00
0430544916 05 02/01/98 0
5712054 O 01/01/13
0
1671627 830/830 F 248,800.00 ZZ
180 248,800.00 1
18 KATHY LANE 7.375 2,288.77 75
7.125 2,288.77 335,000.00
HAWTHORNE WOODS IL 60047 5 12/18/97 00
533708 05 02/01/98 0
533708 O 01/01/13
0
1671635 736/G01 F 197,000.00 ZZ
180 197,000.00 1
1
5760 HERMA STREET 7.875 1,868.45 70
7.625 1,868.45 285,000.00
SAN JOSE CA 95123 2 12/11/97 00
0430543512 05 02/01/98 0
559750 O 01/01/13
0
1671667 956/G01 F 440,000.00 ZZ
180 440,000.00 1
155 SOUTH SALTAIR DRIVE 6.875 3,924.16 40
6.625 3,924.16 1,100,000.00
BRENTWOOD CA 90049 2 12/16/97 00
0430544809 05 02/01/98 0
5712127 O 01/01/13
0
1671722 686/686 F 57,608.00 ZZ
120 57,608.00 1
14610 HENRY ROAD 8.125 702.76 73
7.875 702.76 79,108.00
HOUSTON TX 77060 1 12/04/97 00
818484388 05 02/01/98 0
818484388 O 01/01/08
0
1671837 593/593 F 400,000.00 ZZ
180 392,637.49 1
2450 LUCKY DRIVE 7.500 3,708.05 39
7.250 3,708.05 1,050,000.00
PARK CITY UT 84060 1 06/25/97 00
6413504 05 08/01/97 0
6413504 O 07/01/12
0
1671839 593/593 F 250,000.00 T
180 249,228.26 1
4611 ARROWWOOD CONDOMINIUMS 7.250 2,282.16 60
7.000 2,282.16 420,000.00
SUN VALLEY ID 83353 1 11/19/97 00
6131072 03 01/01/98 0
6131072 O 12/01/12
0
1671842 593/593 F 500,000.00 ZZ
180 490,515.18 1
3725 PINE STREET LOOP ROAD 7.250 4,564.32 69
7.000 4,564.32 725,000.00
SANDPOINT ID 83864 5 06/25/97 00
6980130 05 08/01/97 0
1
6980130 O 07/01/12
0
1671853 757/757 F 845,000.00 ZZ
180 845,000.00 1
1151 OCONEE WAY 7.125 7,654.28 65
6.875 7,654.28 1,300,000.00
GREENSBORO GA 30642 2 12/22/97 00
3326477 03 02/01/98 0
3326477 O 01/01/13
0
1671857 757/757 F 262,000.00 ZZ
180 262,000.00 1
#5 CRESTWOOD EAST PLACE 7.125 2,373.28 75
6.875 2,373.28 352,500.00
VALDOSTA GA 31602 5 12/19/97 00
3223559 05 02/01/98 0
3223559 O 01/01/13
0
1671885 209/209 F 474,200.00 ZZ
180 471,325.89 1
14504 POPLAR HILL ROAD 7.500 4,395.90 80
7.250 4,395.90 593,609.00
DARNESTOWN MD 20874 1 10/30/97 00
971718832 05 12/01/97 0
971718832 O 11/01/12
0
1671886 209/209 F 400,000.00 ZZ
180 400,000.00 1
7800 MASTERS DRIVE 7.000 3,595.32 80
6.750 3,595.32 500,000.00
POTOMAC MD 20854 1 12/10/97 00
971772474 05 02/01/98 0
971772474 O 01/01/13
0
1671887 209/209 F 455,500.00 ZZ
180 454,154.25 1
9304 CRIMSON LEAF TERRACE 7.750 4,287.52 70
7.500 4,287.52 654,000.00
POTOMAC MD 20854 2 11/26/97 00
976264428 05 01/01/98 0
976264428 O 12/01/12
0
1
1671888 209/209 F 500,000.00 ZZ
180 497,003.37 1
28 GLENBERRY COURT 7.625 4,670.65 79
7.375 4,670.65 640,000.00
PHOENIX MD 21131 2 10/29/97 00
976262281 05 12/01/97 0
976262281 O 11/01/12
0
1671890 209/209 F 272,000.00 ZZ
180 271,141.85 1
1106 DELF DRIVE 7.000 2,444.82 80
6.750 2,444.82 340,000.00
MCLEAN VA 22101 1 11/25/97 00
971762384 05 01/01/98 0
971762384 O 12/01/12
0
1671892 299/G01 F 230,000.00 ZZ
180 227,880.19 1
7449 TIMBERWOLF TRAIL 7.375 2,115.82 80
7.125 2,115.82 287,800.00
FAIRVIEW HEIGHT IL 62208 1 09/26/97 00
0430557355 05 11/01/97 0
732125 O 10/01/12
0
1671893 299/G01 F 285,000.00 ZZ
180 284,148.66 1
381 W. RIVEREDGE DRIVE 7.625 2,662.28 68
7.375 2,662.28 420,000.00
CORDOVA TN 38018 2 11/14/97 00
0430557348 05 01/01/98 0
733327 O 12/01/12
0
1671915 299/G01 F 340,000.00 ZZ
180 338,995.49 1
17 JEAN DRIVE 7.750 3,200.34 70
7.500 3,200.34 490,000.00
ENGLEWOOD CLIFF NJ 07632 1 11/05/97 00
0430557199 05 01/01/98 0
744232 O 12/01/12
0
1671916 299/G01 F 226,800.00 ZZ
180 225,455.53 1
1049 GRANDVIEW FARMS DRIVE 7.750 2,134.82 80
7.500 2,134.82 283,500.00
1
BETHEL PARK PA 15102 1 10/15/97 00
0430557165 05 12/01/97 0
726200 O 11/01/12
0
1671917 299/G01 F 400,000.00 ZZ
180 398,778.64 1
174 CHARTERHOUSE COURT 7.375 3,679.69 80
7.125 3,679.69 500,000.00
POWELL OH 43065 2 11/25/97 00
0430557223 05 01/01/98 0
746749 O 12/01/12
0
1671918 299/G01 F 225,300.00 ZZ
180 224,612.07 1
22602 SHERROD LANE 7.375 2,072.59 76
7.125 2,072.59 300,000.00
SPRING TX 77389 2 11/12/97 00
0430557249 05 01/01/98 0
745864 O 12/01/12
0
1671919 299/G01 F 241,600.00 ZZ
180 240,878.31 1
16709 COWELL STREET 7.625 2,256.86 80
7.375 2,256.86 305,000.00
SAN LEANDRO CA 94578 2 11/01/97 00
0430557272 05 01/01/98 0
722916 O 12/01/12
0
1671920 299/G01 F 250,000.00 ZZ
180 249,219.80 1
3246 SEGOVIA COURT 7.125 2,264.58 70
6.875 2,264.58 360,000.00
SAN JOSE CA 95127 5 11/17/97 00
0430557298 05 01/01/98 0
741772 O 12/01/12
0
1671926 299/G01 F 454,000.00 ZZ
180 452,613.76 1
11824 SE EASTBOURNE LANE 7.375 4,176.45 61
7.125 4,176.45 750,000.00
PORTLAND OR 97236 2 11/10/97 00
0430557306 03 01/01/98 0
735553 O 12/01/12
0
1
1671927 299/G01 F 275,000.00 ZZ
180 274,141.77 1
3726 HARRISON STREET NW 7.125 2,491.04 44
6.875 2,491.04 625,000.00
WASHINGTON DC 20015 5 11/21/97 00
0430557256 05 01/01/98 0
660501 O 12/01/12
0
1671928 299/G01 F 340,000.00 ZZ
180 337,984.50 1
12580 STANTON AVE 7.750 3,200.34 80
7.500 3,200.34 427,000.00
TUSTIN CA 92782 2 10/13/97 00
0430557363 03 12/01/97 0
731197 O 11/01/12
0
1671929 299/G01 F 291,000.00 ZZ
180 290,061.79 1
862 MAIN STREET 6.750 2,575.09 75
6.500 2,575.09 388,600.00
DANVILLE VA 24541 2 11/17/97 00
0430557322 05 01/01/98 0
725720 O 12/01/12
0
1671930 299/G01 F 298,400.00 T
180 297,448.29 1
140 CAPES DRIVE WEST 6.875 2,661.29 80
6.625 2,661.29 375,000.00
OCEANSIDE OR 97134 1 11/06/97 00
0430557173 03 01/01/98 0
743502 O 12/01/12
0
1672040 K08/G01 F 130,500.00 ZZ
180 130,500.00 1
1589 ASHBURY PL 6.875 1,163.87 72
6.625 1,163.87 182,000.00
EAGAN MN 55122 2 12/15/97 00
0410650642 05 02/01/98 0
410650642 O 01/01/13
0
1672042 K08/G01 F 112,850.00 ZZ
180 112,850.00 1
1
1137 ISLAND ROAD 7.500 1,046.13 75
7.250 1,046.13 150,500.00
RIVIERA BEACH FL 33404 1 12/15/97 00
0410628192 05 02/01/98 0
410628192 O 01/01/13
0
1672124 B27/G01 F 249,500.00 ZZ
180 249,500.00 1
52 GREAT MEADOW ROAD 6.875 2,225.18 68
6.625 2,225.18 370,000.00
NEWTON CENTER MA 02159 2 12/19/97 00
0430545558 05 02/01/98 0
110209019 O 01/01/13
0
1672177 964/G01 F 304,000.00 ZZ
180 304,000.00 1
2270 SUBTROPIC DRIVE 7.375 2,796.57 80
7.125 2,796.57 380,000.00
LA HABRA HEIGHT CA 90631 1 12/11/97 00
0430542480 05 02/01/98 0
30051 O 01/01/13
0
1672210 593/593 F 389,000.00 ZZ
180 381,685.29 1
8630 SUNNYSIDE ROAD 7.250 3,551.04 69
7.000 3,551.04 567,500.00
SANDPOINT ID 83864 2 06/25/97 00
6980163 05 08/01/97 0
6980163 O 07/01/12
0
1672211 593/593 F 265,000.00 ZZ
180 263,251.94 1
8260 RAPID LIGHTING CREEK ROAD 7.375 2,437.80 79
7.125 2,437.80 335,600.00
SANDPOINT ID 83864 1 10/22/97 00
6981468 05 12/01/97 0
6981468 O 11/01/12
0
1672214 356/G01 F 268,000.00 ZZ
180 268,000.00 1
7766 PINEVILLE CIRCLE 7.500 2,484.40 73
7.250 2,484.40 370,000.00
CASTRO VALLEY CA 94552 2 12/04/97 00
0430545657 03 02/01/98 0
1
2455087 O 01/01/13
0
1672216 356/G01 F 279,000.00 ZZ
180 279,000.00 1
33240 PHEASANT STREET 7.500 2,586.37 70
7.250 2,586.37 400,000.00
FREMONT CA 94555 2 12/01/97 00
0430545772 05 02/01/98 0
2452209 O 01/01/13
0
1672263 286/286 F 383,000.00 ZZ
180 381,843.29 1
29648 DUXBURY LN 7.500 3,550.46 55
7.250 3,550.46 700,000.00
PERRYSBURG OH 43551 2 11/24/97 00
0008682374 05 01/01/98 0
0008682374 O 12/01/12
0
1672265 286/286 F 242,200.00 ZZ
180 241,444.13 1
7 TERAMO CT 7.125 2,193.93 75
6.875 2,193.93 323,000.00
NEWPORT COAST CA 92657 5 11/21/97 00
0008739562 01 01/01/98 0
0008739562 O 12/01/12
0
1672266 286/286 F 250,000.00 T
180 249,236.65 1
18 TOWADDY LN 7.375 2,299.81 62
7.125 2,299.81 405,000.00
SIASCONSET MA 02564 5 11/18/97 00
0008636705 05 01/01/98 0
0008636705 O 12/01/12
0
1672267 286/286 F 308,350.00 ZZ
180 307,408.48 1
3100 N OCEAN BLVD C2401 7.375 2,836.59 70
7.125 2,836.59 440,500.00
FORT LAUDERDALE FL 33308 1 11/21/97 00
0008645056 06 01/01/98 0
0008645056 O 12/01/12
0
1
1672269 286/286 F 326,300.00 ZZ
180 325,281.68 1
11 COLT CIRCLE 7.125 2,955.73 80
6.875 2,955.73 408,225.00
PRINCETON NJ 08550 1 11/26/97 00
0009174223 05 01/01/98 0
0009174223 O 12/01/12
0
1672372 299/G01 F 384,000.00 ZZ
180 382,827.49 2
105 APPLETON STREET 7.375 3,532.51 70
7.125 3,532.51 555,000.00
BOSTON MA 02116 2 11/21/97 00
0430557231 05 01/01/98 0
745561 O 12/01/12
0
1672374 299/G01 F 287,300.00 ZZ
180 286,403.38 1
890 GOOD HOPE DRIVE 7.125 2,602.46 60
6.875 2,602.46 483,000.00
CASTLE ROCK CO 80104 2 11/24/97 00
0430557264 03 01/01/98 0
736078 O 12/01/12
0
1672426 998/998 F 62,000.00 ZZ
180 61,620.20 1
8221 HOME COUNTRY WAY 7.375 570.36 75
7.125 570.36 83,000.00
SACRAMENTO CA 95828 2 10/24/97 00
9159898650 05 12/01/97 0
9159898650 O 11/01/12
0
1672428 998/998 F 450,000.00 ZZ
180 448,655.79 1
30632 MARBELLA VISTA 7.625 4,203.59 47
7.375 4,203.59 975,000.00
SN JUN CPSTRN CA 92675 5 11/06/97 00
9159980821 03 01/01/98 0
9159980821 O 12/01/12
0
1672429 998/998 F 392,000.00 ZZ
180 389,676.24 1
33651 MARLINSPIKE DRIVE 7.750 3,689.81 80
7.500 3,689.81 490,000.00
1
DANA POINT CA 92629 1 10/22/97 00
9159981324 09 12/01/97 0
9159981324 O 11/01/12
0
1672430 998/998 F 240,000.00 ZZ
180 239,267.18 1
5 SANDBAR DRIVE 7.375 2,207.82 47
7.125 2,207.82 515,000.00
NEWPORT BEACH CA 92625 1 11/19/97 00
9159981969 03 01/01/98 0
9159981969 O 12/01/12
0
1672431 998/998 F 265,000.00 ZZ
180 264,181.95 1
26031 LA CUESTA AVENUE 7.250 2,419.09 74
7.000 2,419.09 360,000.00
LAGUNA HILLS CA 92653 2 11/21/97 00
9159982397 05 01/01/98 0
9159982397 O 12/01/12
0
1672432 998/998 F 270,000.00 ZZ
180 269,166.52 1
489 LEA COURT 7.250 2,464.73 79
7.000 2,464.73 345,000.00
NOVATO CA 94945 5 11/05/97 00
9179152245 05 01/01/98 0
9179152245 O 12/01/12
0
1672433 998/998 F 235,000.00 ZZ
180 234,290.27 1
13745 SKYLINE BOULEVARD 7.500 2,178.48 37
7.250 2,178.48 650,000.00
LOS GATOS CA 95030 2 11/20/97 00
9190040064 05 01/01/98 0
9190040064 O 12/01/12
0
1672435 998/998 F 85,000.00 ZZ
180 84,743.28 1
9273 EAST ARIZONA PLACE 7.500 787.97 56
7.250 787.97 154,000.00
DENVER CO 80231 1 11/24/97 00
9199804536 05 01/01/98 0
9199804536 O 12/01/12
0
1
1672436 998/998 F 338,500.00 ZZ
180 337,455.05 1
135 AYER AVENUE 7.250 3,090.05 76
7.000 3,090.05 450,000.00
SAN JOSE CA 95110 2 11/03/97 00
9199933269 05 01/01/98 0
9199933269 O 12/01/12
0
1672437 998/998 F 335,000.00 ZZ
180 332,879.29 1
3751 RED OAK WAY 7.000 3,011.08 66
6.750 3,011.08 515,000.00
REDWOOD CITY CA 94061 5 10/17/97 00
9199954281 05 12/01/97 0
9199954281 O 11/01/12
0
1672438 998/998 F 295,000.00 ZZ
180 295,000.00 1
711 KINGSLEY AVENUE 7.000 2,651.55 59
6.750 2,651.55 500,000.00
PALO ALTO CA 94301 5 11/28/97 00
9199968927 05 02/01/98 0
9199968927 O 01/01/13
0
1672439 998/998 F 261,750.00 T
180 260,111.39 1
1815 SPRING STREET 7.125 2,371.02 50
6.875 2,371.02 523,500.00
ST. HELENA CA 94574 1 10/22/97 00
9199992653 05 12/01/97 0
9199992653 O 11/01/12
0
1672596 593/593 F 292,400.00 ZZ
180 288,071.59 1
2498 WEST TIMER DRIVE 7.875 2,773.27 90
7.625 2,773.27 324,900.00
EAGLE ID 83616 1 07/23/97 12
6016943 03 09/01/97 25
6016943 O 08/01/12
0
1672597 593/593 F 321,600.00 ZZ
180 320,618.02 1
1
5889 SOUTH 950 EAST 7.375 2,958.48 80
7.125 2,958.48 402,000.00
SOUTH OGDEN UT 84403 1 12/01/97 00
6415343 05 01/01/98 0
6415343 O 12/01/12
0
1672598 593/593 F 276,000.00 ZZ
180 274,272.19 1
5377 S TEN MILE ROAD 7.125 2,500.10 79
6.875 2,500.10 350,000.00
MERIDIAN ID 83642 2 10/30/97 00
6021505 05 12/01/97 0
6021505 O 11/01/12
0
1672684 267/267 F 368,000.00 ZZ
180 368,000.00 1
36782 AVENIDA LA CRESTA 6.875 3,282.03 80
6.625 3,282.03 460,000.00
MURRIETA CA 92562 1 12/18/97 00
4331209 03 02/01/98 0
4331209 O 01/01/13
0
1672693 356/G01 F 300,000.00 ZZ
180 300,000.00 1
819 GREGORY COURT 7.500 2,781.04 52
7.250 2,781.04 585,000.00
FREMONT CA 94539 2 12/05/97 00
0430545988 05 02/01/98 0
2454585 O 01/01/13
0
1672694 356/G01 F 283,000.00 ZZ
180 283,000.00 1
3552 ANDREA COURT 7.500 2,623.45 70
7.250 2,623.45 405,000.00
SAN JOSE CA 95117 2 12/09/97 00
0430546283 05 02/01/98 0
2453801 O 01/01/13
0
1672698 356/G01 F 305,000.00 ZZ
180 305,000.00 1
125 TENBY TERRACE 7.500 2,827.39 65
7.250 2,827.39 475,000.00
DANVILLE CA 94506 2 12/11/97 00
0430546036 03 02/01/98 0
1
2442788 O 01/01/13
0
1672718 450/450 F 241,500.00 ZZ
180 241,500.00 1
7541 SW RED OSIER DR SW 7.375 2,221.61 54
7.125 2,221.61 450,000.00
TOWNSHIP OF BYR MI 49315 2 12/23/97 00
4221974 05 02/01/98 0
4221974 O 01/01/13
0
1672942 267/267 F 253,000.00 ZZ
180 253,000.00 1
7004 HILLSIDE LANE 6.875 2,256.40 73
6.625 2,256.40 350,000.00
WHITTIER CA 90602 5 12/10/97 00
4322739 05 02/01/98 0
4322739 O 01/01/13
0
1672968 267/267 F 300,000.00 ZZ
180 300,000.00 1
5194 EDGEWORTH ROAD 7.125 2,717.50 55
6.875 2,717.50 550,000.00
SAN DIEGO CA 92109 2 12/08/97 00
4332629 05 02/01/98 0
4332629 O 01/01/13
0
1673089 593/593 F 244,700.00 ZZ
180 241,650.97 1
1019 AUGUSTA DR. 7.250 2,233.78 71
7.000 2,233.78 348,000.00
NAMPA ID 83686 5 08/21/97 00
6089833 05 10/01/97 0
6089833 O 09/01/12
0
1673097 593/593 F 422,000.00 ZZ
180 420,683.02 1
940 TANGLEWOD COURT 7.125 3,822.61 79
6.875 3,822.61 540,000.00
TWIN FALLS ID 83301 2 11/25/97 00
6213128 05 01/01/98 0
6213128 O 12/01/12
0
1
1673112 593/593 F 239,700.00 ZZ
180 237,393.34 1
3017 LAURELWOOD DRIVE 6.875 2,137.78 80
6.625 2,137.78 299,664.00
TWIN FALLS ID 83301 1 09/26/97 00
6206411 05 11/01/97 0
6206411 O 10/01/12
0
1673115 593/593 F 292,500.00 ZZ
180 291,597.06 1
2580 SUNRIDGE CIRCLE 7.250 2,670.13 77
7.000 2,670.13 380,000.00
TWIN FALLS ID 83301 2 10/31/97 00
6212237 05 01/01/98 0
6212237 O 12/01/12
0
1673116 593/593 F 262,000.00 ZZ
180 261,200.01 1
906 RIVERSIDE CIRCUS 7.375 2,410.20 73
7.125 2,410.20 362,000.00
POST FALLS ID 83858 2 10/31/97 00
3632529 05 01/01/98 0
3632529 O 12/01/12
0
1673208 076/076 F 313,600.00 ZZ
180 312,610.60 1
107 SADDLE HILL ROAD 7.000 2,818.73 79
6.750 2,818.73 398,000.00
HOPKINTON MA 01748 1 11/14/97 00
1310803 05 01/01/98 0
1310803 O 12/01/12
0
1673210 076/076 F 225,000.00 ZZ
172 223,515.45 1
1435 MARION AVENUE 7.375 2,122.81 90
7.125 2,122.81 250,000.00
TALLAHASSEE FL 32303 2 11/01/97 19
7074274 05 12/01/97 25
7074274 O 03/01/12
0
1673211 076/076 F 441,150.00 T
180 439,802.99 1
12 SEA MARSH ROAD 7.375 4,058.24 75
7.125 4,058.24 594,500.00
1
FERNANDINA BEAC FL 32034 2 11/07/97 00
7119499 03 01/01/98 0
7119499 O 12/01/12
0
1673213 076/076 F 592,000.00 ZZ
180 590,172.52 1
9321 SW 62 COURT 7.250 5,404.15 63
7.000 5,404.15 950,000.00
MIAMI FL 33156 2 11/14/97 00
7122608 05 01/01/98 0
7122608 O 12/01/12
0
1673214 076/076 F 301,600.00 ZZ
180 300,689.13 1
6140 JERRYS DRIVE 7.500 2,795.87 80
7.250 2,795.87 380,000.00
COLUMBIA MD 21044 1 11/17/97 00
7123704 05 01/01/98 0
7123704 O 12/01/12
0
1673215 076/076 F 318,900.00 ZZ
180 316,086.13 1
1895 75TH STREET 7.875 3,024.61 90
7.625 3,024.61 354,375.00
BOULDER CO 80301 1 09/29/97 14
9068362 05 11/01/97 25
9068362 O 10/01/12
0
1673216 076/076 F 394,500.00 ZZ
180 392,161.44 1
144 LAKE ALUMA DRIVE 7.750 3,713.33 75
7.500 3,713.33 526,000.00
OKLAHOMA CITY OK 73121 5 10/15/97 00
9076072 03 12/01/97 0
9076072 O 11/01/12
0
1673217 076/076 F 371,250.00 ZZ
180 370,128.77 1
1148 NORTH CAROLINA HWY 62 W 7.500 3,441.54 73
7.250 3,441.54 510,000.00
HIGH POINT NC 27263 2 11/20/97 00
9103692 05 01/01/98 0
9103692 O 12/01/12
0
1
1673218 076/076 F 624,000.00 ZZ
180 622,094.67 1
4426 EAST BROOKFIELD AVENUE 7.375 5,740.33 80
7.125 5,740.33 780,000.00
NASHVILLE TN 37205 1 11/03/97 00
9133322 05 01/01/98 0
9133322 O 12/01/12
0
1673238 686/686 F 88,000.00 ZZ
180 88,000.00 1
7501 SW 4TH COURT 7.750 828.33 71
7.500 828.33 125,000.00
N LAUDERDALE FL 33068 2 12/17/97 00
818604167 05 02/01/98 0
818604167 O 01/01/13
0
1673475 664/G01 F 155,500.00 ZZ
180 155,500.00 1
1805 CROCKETT CIRCLE 7.125 1,408.57 65
6.875 1,408.57 240,000.00
IRVING TX 75038 2 12/15/97 00
0430559807 03 02/01/98 0
2364792 O 01/01/13
0
1673529 074/074 F 337,500.00 ZZ
180 337,500.00 1
1010 PARK BOULEVARD 7.500 3,128.67 74
7.250 3,128.67 460,000.00
CHERRY HILL NJ 08002 2 12/01/97 00
1500413625 05 02/01/98 0
1500413625 O 01/01/13
0
1673531 074/G01 F 268,000.00 ZZ
180 267,172.70 1
24327 RIMFORD PLACE 7.250 2,446.47 72
7.000 2,446.47 375,000.00
DIAMOND BAR CA 91765 2 11/12/97 00
0430557660 05 01/01/98 0
1506382229 O 12/01/12
0
1673533 074/G01 F 400,000.00 ZZ
180 398,738.02 1
1
368 LONG COVE DRIVE 7.000 3,595.31 61
6.750 3,595.31 665,000.00
MADISON MS 39110 2 11/06/97 00
0430557686 05 01/01/98 0
1511212625 O 12/01/12
0
1673542 074/G01 F 250,000.00 ZZ
180 249,228.26 1
6717 ROCK FALL COURT 7.250 2,282.16 74
7.000 2,282.16 340,000.00
CLIFTON VA 20124 2 11/19/97 00
0430557793 03 01/01/98 0
1507343732 O 12/01/12
0
1673588 356/G01 F 277,500.00 ZZ
180 277,500.00 1
34282 EUCALYPTUS TERRACE 7.625 2,592.22 75
7.375 2,592.22 370,000.00
FREMONT CA 94555 5 12/15/97 00
0430560524 03 02/01/98 0
2456226 O 01/01/13
0
1673851 638/G01 F 113,600.00 ZZ
180 113,600.00 1
112 N.E. 92ND PLACE 7.125 1,029.02 80
6.875 1,029.02 142,000.00
PORTLAND OR 97220 2 12/11/97 00
0430562025 05 02/01/98 0
8689337 O 01/01/13
0
1673854 638/G01 F 150,000.00 ZZ
180 150,000.00 1
4972 SOUTH VIEWMONT CIRCLE 7.625 1,401.19 48
7.375 1,401.19 317,000.00
SALT LAKE CITY UT 84117 2 12/11/97 00
0430561498 05 02/01/98 0
8688962 O 01/01/13
0
1673882 638/G01 F 308,000.00 ZZ
180 308,000.00 1
2856 SOUTH WOOD HOLLOW WAY 7.375 2,833.36 80
7.125 2,833.36 385,000.00
BOUNTIFUL UT 84010 5 12/11/97 00
0430562017 05 02/01/98 0
1
8686730 O 01/01/13
0
2607304 696/G01 F 270,000.00 ZZ
180 269,175.58 1
13615 CHERRYDALE DRIVE 7.375 2,483.79 64
7.125 2,483.79 425,000.00
ROCKVILLE MD 20850 2 12/03/97 00
0430528265 03 01/01/98 0
3285892 O 12/01/12
0
2611269 696/G01 F 500,000.00 ZZ
180 500,000.00 1
11416 PALATINE DRIVE 6.500 4,355.54 77
6.250 4,355.54 650,000.00
POTOMAC MD 20854 2 12/18/97 00
0430542498 03 02/01/98 0
2131128 O 01/01/13
0
2611805 696/G01 F 337,000.00 ZZ
180 337,000.00 1
11501 EVELAKE COURT 7.625 3,148.02 73
7.375 3,148.02 462,000.00
GAITHERSBURG MD 20878 2 12/23/97 00
0430547638 05 02/01/98 0
2151081 O 01/01/13
0
2611806 696/G01 F 800,000.00 ZZ
180 800,000.00 1
40310 HURLEY LANE 7.625 7,473.04 67
7.375 7,473.04 1,200,000.00
PAEONIAN SPRING VA 20129 2 12/19/97 00
0430547760 05 02/01/98 0
2400729 O 01/01/13
0
1
TOTAL NUMBER OF LOANS : 791
TOTAL ORIGINAL BALANCE : 227,182,405.05
TOTAL PRINCIPAL BALANCE : 226,113,553.24
TOTAL ORIGINAL P+I : 2,088,453.88
TOTAL CURRENT P+I : 2,088,453.88
***************************
* END OF REPORT *
***************************
1
RUN ON : 01/22/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.34.57 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI 1998-S1 CUTOFF : 01/01/98
POOL : 0004279
:
:
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
------------------------------------------------------------------------------
1555011 .2500
286,803.72 .0300
9.2000 .0000
8.9500 .0000
8.9200 .0000
6.5000 2.4200
1580165 .2500
468,529.69 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1590844 .2500
445,985.71 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1606858 .2500
238,545.81 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1615130 .2500
539,922.27 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1620922 .2500
131,150.43 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
6.5000 1.2200
1
1622392 .2500
665,007.95 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1626192 .2500
172,381.24 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1630432 .2500
343,435.75 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
6.5000 1.2200
1630747 .2500
29,572.53 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
6.5000 1.3450
1634003 .2500
230,203.12 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1635388 .2500
222,285.86 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1638980 .2500
299,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1639123 .2500
232,926.44 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1
1639124 .2500
260,158.32 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1639129 .2500
128,827.59 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1639137 .2500
490,584.26 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1639149 .2500
39,623.28 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1639165 .2500
97,147.30 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1639191 .2500
236,930.34 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1639205 .2500
245,547.43 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5000 .0950
1639271 .2500
68,158.99 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1
1639279 .2500
69,749.19 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
6.5000 1.2200
1639397 .2500
287,379.39 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1640642 .2500
283,242.23 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1641745 .2500
598,147.82 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1642276 .2500
131,592.52 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1643598 .2500
219,350.94 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1643991 .2500
249,219.80 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1644759 .2500
278,166.58 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1
1644853 .2500
97,599.02 .0300
7.4000 .0000
7.1500 .0000
7.1200 .0000
6.5000 .6200
1646650 .2500
150,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1647780 .2500
115,297.13 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1648202 .2500
997,110.15 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
6.5000 1.2200
1648651 .2500
298,008.03 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1650002 .2500
385,453.44 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1650688 .2500
489,115.31 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1651565 .2500
97,943.38 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1
1651879 .2500
150,589.94 .0300
7.3000 .0000
7.0500 .0000
7.0200 .0000
6.5000 .5200
1652022 .2500
355,873.68 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1652401 .2500
541,234.79 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
6.5000 1.2200
1652883 .2500
186,436.46 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
6.5000 1.4700
1653473 .2500
438,700.06 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1653759 .2500
290,319.26 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1654052 .2500
546,326.74 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1654227 .2500
289,018.68 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1
1654229 .2500
330,935.63 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1654238 .2500
232,383.39 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1656276 .2500
292,500.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1656485 .2500
800,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1657420 .2500
400,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1657527 .2500
313,049.33 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1658153 .2500
312,044.28 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1658315 .2500
67,300.57 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1
1658338 .2500
224,305.44 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1658413 .2500
819,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
6.5000 1.2200
1658760 .2500
157,932.01 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1658777 .2500
228,000.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1659625 .2500
521,367.81 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1659901 .2500
56,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1660262 .2500
253,454.91 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1661194 .2500
382,564.09 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1
1661723 .2500
223,695.23 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
6.5000 1.2200
1661753 .2500
343,424.88 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1661757 .2500
175,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1662161 .2500
298,142.22 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1662169 .2500
270,315.61 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1662244 .2500
368,832.67 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1662246 .2500
58,029.94 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1662249 .2500
67,296.15 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1
1662402 .2500
438,714.32 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1662581 .2500
109,333.50 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1662583 .2500
259,206.12 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1662584 .2500
333,919.93 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1662587 .2500
219,335.57 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1662638 .2500
274,658.79 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1662782 .2500
196,400.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1663089 .2500
143,555.48 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1
1663116 .2500
252,509.50 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1663123 .2500
284,091.03 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5000 .0950
1663128 .2500
229,305.37 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1663163 .2500
119,621.41 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1663174 .2500
452,229.49 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1663343 .2500
109,333.50 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1663350 .2500
154,561.91 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
6.5000 1.4700
1663355 .2500
199,415.60 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1
1663444 .2500
284,349.32 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1663518 .2500
253,232.88 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1663572 .2500
99,701.29 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1663653 .2500
333,964.14 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1663710 .2500
422,480.61 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1663949 .2500
256,320.20 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1663950 .2500
295,399.21 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1663999 .2500
58,332.80 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
6.5000 1.3450
1
1664092 .2500
266,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1664097 .2500
267,172.70 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1664518 .2500
204,394.34 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1664605 .2500
131,126.63 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1664606 .2500
299,140.06 .0300
7.2750 .0000
7.0250 .0000
6.9950 .0000
6.5000 .4950
1664608 .2500
474,046.14 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1664633 .2500
472,090.35 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1664634 .2500
185,853.78 .0300
7.5500 .0000
7.3000 .0000
7.2700 .0000
6.5000 .7700
1
1664635 .2500
85,920.43 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1664656 .2500
149,551.53 .0300
7.6150 .0000
7.3650 .0000
7.3350 .0000
6.5000 .8350
1664657 .2500
235,048.13 .0300
7.3500 .0000
7.1000 .0000
7.0700 .0000
6.5000 .5700
1664658 .2500
298,166.32 .0300
7.4000 .0000
7.1500 .0000
7.1200 .0000
6.5000 .6200
1664659 .2500
29,907.79 .0300
7.3000 .0000
7.0500 .0000
7.0200 .0000
6.5000 .5200
1664660 .2500
91,437.65 .0300
7.4000 .0000
7.1500 .0000
7.1200 .0000
6.5000 .6200
1664661 .2500
129,609.61 .0300
7.5650 .0000
7.3150 .0000
7.2850 .0000
6.5000 .7850
1664662 .2500
77,022.15 .0300
7.3000 .0000
7.0500 .0000
7.0200 .0000
6.5000 .5200
1
1664663 .2500
88,728.24 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1664664 .2500
130,471.95 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1664665 .2500
52,186.45 .0300
7.6650 .0000
7.4150 .0000
7.3850 .0000
6.5000 .8850
1664707 .2500
79,755.73 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1664708 .2500
99,387.43 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1664709 .2500
95,600.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1664710 .2500
309,084.12 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1664711 .2500
124,208.96 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1
1664731 .2500
69,676.74 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5000 .0950
1664732 .2500
42,868.42 .0300
7.3500 .0000
7.1000 .0000
7.0700 .0000
6.5000 .5700
1664733 .2500
99,687.91 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1664741 .2500
204,374.05 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1664742 .2500
157,522.82 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1664744 .2500
119,634.39 .0300
7.4000 .0000
7.1500 .0000
7.1200 .0000
6.5000 .6200
1664796 .2500
498,422.52 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1664816 1.2500
199,415.60 .0300
7.8750 .0000
6.6250 .0000
6.5950 .0000
6.5000 .0950
1
1664817 1.1250
142,078.99 .0300
7.7500 .0000
6.6250 .0000
6.5950 .0000
6.5000 .0950
1664819 .2500
40,877.80 .0300
7.6500 .0000
7.4000 .0000
7.3700 .0000
6.5000 .8700
1664820 .2500
116,650.50 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1664855 .2500
95,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1664929 .2500
244,201.51 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1664932 .2500
647,926.90 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5000 .0950
1664944 .2500
336,945.17 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1664953 .2500
244,260.07 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1
1664970 .2500
254,212.82 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1664988 .2500
227,071.26 .0300
7.7600 .0000
7.5100 .0000
7.4800 .0000
6.5000 .9800
1665012 .2500
94,716.23 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1665016 .2500
98,707.51 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1665023 .2500
103,678.95 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1665026 .2500
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383,849.94 .0300
7.6250 .0000
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6.5000 .8450
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7.3750 .0000
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7.7500 .0000
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1
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1
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6.5000 1.0950
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7.2500 .0000
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1
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1
1671423 .2500
90,000.00 .0300
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7.6250 .0000
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315,033.01 .0300
7.3500 .0000
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6.5000 .5700
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154,521.52 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1671456 .2500
184,428.91 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1
1671485 .2500
59,815.58 .0300
7.3000 .0000
7.0500 .0000
7.0200 .0000
6.5000 .5200
1671486 .2500
45,808.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1671487 .2500
294,089.34 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1671488 .2500
267,172.69 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1671537 .2500
70,000.00 .0300
7.3500 .0000
7.1000 .0000
7.0700 .0000
6.5000 .5700
1671539 .2500
49,840.17 .0300
6.8500 .0000
6.6000 .0000
6.5700 .0000
6.5000 .0700
1671540 .2500
135,587.82 .0300
7.4600 .0000
7.2100 .0000
7.1800 .0000
6.5000 .6800
1671541 .2500
279,163.60 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1
1671543 .2500
148,056.02 .0300
7.6150 .0000
7.3650 .0000
7.3350 .0000
6.5000 .8350
1671553 .2500
229,320.48 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1671554 .2500
94,848.94 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1671555 .2500
93,719.20 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1671556 .2500
35,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1671558 .2500
116,506.19 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1671559 .2500
83,551.82 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1671574 .2500
132,593.01 .0300
7.3500 .0000
7.1000 .0000
7.0700 .0000
6.5000 .5700
1
1671575 .2500
179,000.00 .0300
7.7700 .0000
7.5200 .0000
7.4900 .0000
6.5000 .9900
1671577 .2500
119,537.50 .0300
7.3750 .0000
7.1250 .0000
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6.5000 .5950
1671579 .2500
47,035.42 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
6.5000 1.3450
1671624 .2500
281,000.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1671625 .2500
299,000.00 .0300
7.3750 .0000
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6.5000 .5950
1671627 .2500
248,800.00 .0300
7.3750 .0000
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6.5000 .5950
1671635 .2500
197,000.00 .0300
7.8750 .0000
7.6250 .0000
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6.5000 1.0950
1671667 .2500
440,000.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5000 .0950
1
1671722 .2500
57,608.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
6.5000 1.3450
1671837 .2500
392,637.49 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1671839 .2500
249,228.26 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1671842 .2500
490,515.18 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1671853 .2500
845,000.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1671857 .2500
262,000.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1671885 .2500
471,325.89 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1671886 .2500
400,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1
1671887 .2500
454,154.25 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1671888 .2500
497,003.37 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1671890 .2500
271,141.85 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1671892 .2500
227,880.19 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1671893 .2500
284,148.66 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1671915 .2500
338,995.49 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1671916 .2500
225,455.53 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1671917 .2500
398,778.64 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1
1671918 .2500
224,612.07 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1671919 .2500
240,878.31 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1671920 .2500
249,219.80 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1671926 .2500
452,613.76 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1671927 .2500
274,141.77 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1671928 .2500
337,984.50 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1671929 .2500
290,061.79 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1671930 .2500
297,448.29 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5000 .0950
1
1672040 .2500
130,500.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5000 .0950
1672042 .2500
112,850.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1672124 .2500
249,500.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5000 .0950
1672177 .2500
304,000.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1672210 .2500
381,685.29 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1672211 .2500
263,251.94 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1672214 .2500
268,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1672216 .2500
279,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1
1672263 .2500
381,843.29 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1672265 .2500
241,444.13 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1672266 .2500
249,236.65 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1672267 .2500
307,408.48 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1672269 .2500
325,281.68 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1672372 .2500
382,827.49 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1672374 .2500
286,403.38 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1672426 .2500
61,620.20 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1
1672428 .2500
448,655.79 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1672429 .2500
389,676.24 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1672430 .2500
239,267.18 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1672431 .2500
264,181.95 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1672432 .2500
269,166.52 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1672433 .2500
234,290.27 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1672435 .2500
84,743.28 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1672436 .2500
337,455.05 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1
1672437 .2500
332,879.29 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1672438 .2500
295,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1672439 .2500
260,111.39 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1672596 .2500
288,071.59 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1672597 .2500
320,618.02 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1672598 .2500
274,272.19 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1672684 .2500
368,000.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5000 .0950
1672693 .2500
300,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1
1672694 .2500
283,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1672698 .2500
305,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1672718 .2500
241,500.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1672942 .2500
253,000.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5000 .0950
1672968 .2500
300,000.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1673089 .2500
241,650.97 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1673097 .2500
420,683.02 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1673112 .2500
237,393.34 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5000 .0950
1
1673115 .2500
291,597.06 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1673116 .2500
261,200.01 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1673208 .2500
312,610.60 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1673210 .2500
223,515.45 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1673211 .2500
439,802.99 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1673213 .2500
590,172.52 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1673214 .2500
300,689.13 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1673215 .2500
316,086.13 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.5000 1.0950
1
1673216 .2500
392,161.44 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1673217 .2500
370,128.77 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1673218 .2500
622,094.67 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
1673238 .2500
88,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.5000 .9700
1673475 .2500
155,500.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1673529 .2500
337,500.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.5000 .7200
1673531 .2500
267,172.70 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1673533 .2500
398,738.02 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.5000 .2200
1
1673542 .2500
249,228.26 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.5000 .4700
1673588 .2500
277,500.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1673851 .2500
113,600.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.5000 .3450
1673854 .2500
150,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1673882 .2500
308,000.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
2607304 .2500
269,175.58 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.5000 .5950
2611269 .2500
500,000.00 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2611805 .2500
337,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
1
2611806 .2500
800,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.5000 .8450
TOTAL NUMBER OF LOANS: 791
TOTAL BALANCE........: 226,113,553.24
1
RUN ON : 01/22/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.34.57 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI 1998-S1 FIXED SUMMARY REPORT CUTOFF : 01/01/98
POOL : 0004279
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
------------------------------------------------------------------------------
CURR NOTE RATE 7.3274 6.0000 9.2000
RFC NET RATE 7.0759 5.7500 8.9500
NET MTG RATE(INVSTR RATE) 7.0459 5.7200 8.9200
POST STRIP RATE 6.4869 5.7200 6.5000
SUB SERV FEE .2514 .2500 1.2500
MSTR SERV FEE .0300 .0300 .0300
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .5590 .0000 2.4200
TOTAL NUMBER OF LOANS: 791
TOTAL BALANCE........: 226,113,553.24
***************************
* END OF REPORT *
***************************
F-1
<PAGE>
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented
or otherwise modified from time to time, this "Contract") is made this _________
day of _______, 19____, by and between Residential Funding Corporation, its
successors and assigns ("Residential Funding") and _____________________ (the
"Seller/Servicer," and, together with Residential Funding, the "parties" and
each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or
service Loans for, Residential Funding, and Residential Funding desires to
purchase Loans from the Seller/Servicer and/or have the Seller/Servicer service
various of its Loans, pursuant to the terms of this Contract and the Residential
Funding Seller and Servicer Guides incorporated herein by reference, as amended,
supplemented or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the
terms, conditions and agreements set forth below, the parties agree as follows:
(1) Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and read
the Guides. All provisions of the Guides are incorporated by reference into and
made a part of this Contract, and shall be binding upon the parties; provided,
however, that the Seller/Servicer shall be entitled to sell Loans to and/or
service Loans for Residential Funding only if and for so long as it shall have
been authorized to do so by Residential Funding in writing. Specific reference
in this Contract to particular provisions of the Guides and not to other
provisions does not mean that those provisions of the Guides not specifically
cited in this Contract are not applicable. All terms used herein shall have the
same meanings as such terms have in the Guides, unless the context clearly
requires otherwise.
(2) Amendments.
This Contract may not be amended or modified orally, and no provision of
this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties hereto.
(3) Representations and Warranties.
(A) Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each represents
and warrants to the other that as of the date of this Contract:
(1) Each party is duly organized, validly existing, and in good
standing under the laws of its jurisdiction of organization, is
qualified, if necessary, to do business and in good standing in
each jurisdiction in which it is required to be so qualified, and
has the requisite power and authority to enter into this Contract
and all other agreements which are contemplated by this Contract
and to carry out its obligations hereunder and under the Guides
and under such other agreements.
(2) This Contract has been duly authorized, executed and delivered by
each party and constitutes a valid and legally binding agreement
of each party enforceable in accordance with its terms.
(3) There is no action, proceeding or investigation pending or
threatened, and no basis therefor is known to either party, that
could affect the validity or prospective validity of this
Contract.
(4) Insofar as its capacity to carry out any obligation under this
Contract is concerned, neither party is in violation of any
charter, articles of incorporation, bylaws, mortgage, indenture,
indebtedness, agreement, instrument, judgment, decree, order,
statute, rule or regulation and none of the foregoing adversely
affects its capacity to fulfill any of its obligations under this
Contract. Its execution of, and performance pursuant to, this
Contract will not result in a violation of any of the foregoing.
(B) Seller/Servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants made by the
Seller/Servicer pursuant to subparagraph (a) of this paragraph 3, the
Seller/Servicer makes the representations, warranties and covenants set forth in
the Guides and, upon request, agrees to deliver to Residential Funding the
certified Resolution of Board of Directors which authorizes the execution and
delivery of this Contract.
(4) Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default shall occur,
Residential Funding may, at its option, exercise one or more of those remedies
set forth in the Guides.
(5) Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
(6) Prior Agreements Superseded.
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection with any loan-security
exchange transaction shall not be affected.
(7) Assignment.
This Contract may not be assigned or transferred, in whole or in part, by
the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment or Loan.
(8) Notices.
All notices, requests, demands or other communications that are to be given
under this Contract shall be in writing, addressed to the appropriate parties
and sent by telefacsimile or by overnight courier or by United States mail,
postage prepaid, to the addresses and telefacsimile numbers specified below.
However, another name, address and/or telefacsimile number may be substituted by
the Seller/Servicer pursuant to the requirements of this paragraph 8, or
Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the
appropriate address or telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (_____) _____-________
(9) Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of
any state or federal court located in Hennepin County, Minnesota, over any
action, suit or proceeding to enforce or defend any right under this Contract or
otherwise arising from any loan sale or servicing relationship existing in
connection with this Contract, and each of the parties irrevocably agrees that
all claims in respect of any such action or proceeding may be heard or
determined in such state or federal court. Each of the parties irrevocably
waives the defense of an inconvenient forum to the maintenance of any such
action or proceeding and any other substantive or procedural rights or remedies
it may have with respect to the maintenance of any such action or proceeding in
any such forum. Each of the parties agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in any other
jurisdiction by suit on the judgment or in any other manner provided by law.
Each of the parties further agrees not to institute any legal actions or
proceedings against the other party or any director, officer, employee,
attorney, agent or property of the other party, arising out of or relating to
this Contract in any court other than as hereinabove specified in this paragraph
9.
(10) Miscellaneous.
This Contract, including all documents incorporated by
reference herein, constitutes the entire understanding between the parties
hereto and supersedes all other agreements, covenants, representations,
warranties, understandings and communications between the parties, whether
written or oral, with respect to the transactions contemplated by this Contract.
All paragraph headings contained herein are for convenience only and shall not
be construed as part of this Contract. Any provision of this Contract that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining portions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction, and, to this end,
the provisions hereof are severable. This Contract shall be governed by, and
construed and enforced in accordance with, applicable federal laws and the laws
of the State of Minnesota.
G-1
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the
Seller/Servicer and Residential Funding have executed this Seller/Servicer
Contract as of the date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By: By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING
CORPORATION
By: By:
(Signature) (Signature)
By: By:
(Typed Name) (Typed Name)
Title: Title:
G-2
<PAGE>
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan
Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
******************************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or
Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
Name
Title
Date
H-1
<PAGE>
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
(1) That he is [Title of Officer] of [Name of Owner] (record or beneficial
owner of the Mortgage Pass-Through Certificates, Series 1998-S1, Class R (the
"Owner")), a [savings institution] [corporation] duly organized and existing
under the laws of [the State of __________________] [the United States], on
behalf of which he makes this affidavit and agreement.
(11) That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer], (ii) will endeavor to remain other than
a disqualified organization for so long as it retains its ownership interest in
the Class R Certificates, and (iii) is acquiring the Class R Certificates for
its own account or for the account of another Owner from which it has received
an affidavit and agreement in substantially the same form as this affidavit and
agreement. (For this purpose, a "disqualified organization" means an electing
large partnership under Section 775 of the Code, the United States, any state or
political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income).
(12) That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R Certificates to disqualified organizations under the Code,
that applies to all transfers of Class R Certificates after March 31, 1988; (ii)
that such tax would be on the transferor (or, with respect to transfers to
electing large partnerships, on such partnership), or, if such transfer is
through an agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person (other than
transfers with respect to electing large partnerships) otherwise liable for the
tax shall be relieved of liability for the tax if the transferee furnishes to
such person an affidavit that the transferee is not a disqualified organization
and, at the time of transfer, such person does not have actual knowledge that
the affidavit is false; and (iv) that the Class R Certificates may be
"noneconomic residual interests" within the meaning of Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.
(13) That the Owner is aware of the tax imposed on a "pass-through entity"
holding Class R Certificates if at any time during the taxable year of the
pass-through entity a disqualified organization is the record holder of an
interest in such entity. (For this purpose, a "pass through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
(14) The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate
that is described in Section 7701(a)(30)(D) of the Code, or a trust that is
described in Section 7701(a)(30)(E) of the Code.
(15) That the Owner is aware that the Trustee will not register the
transfer of any Class R Certificates unless the transferee, or the transferee's
agent, delivers to it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and agreement. The Owner expressly
agrees that it will not consummate any such transfer if it knows or believes
that any of the representations contained in such affidavit and agreement are
false.
(16) That the Owner has reviewed the restrictions set forth on the face of
the Class R Certificates and the provisions of Section 5.02(f) of the Pooling
and Servicing Agreement under which the Class R Certificates were issued (in
particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such Certificates in
violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
(17) That the Owner consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificates will only be owned, directly
or indirectly, by an Owner that is not a disqualified organization.
(18) The Owner's Taxpayer Identification Number is ______________.
(19) This affidavit and agreement relates only to the Class R Certificates
held by the Owner and not to any other holder of the Class R Certificates. The
Owner understands that the liabilities described herein relate only to the Class
R Certificates.
(20) That no purpose of the Owner relating to the transfer of any of the
Class R Certificates by the Owner is or will be to impede the assessment or
collection of any tax.
(21) That the Owner has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R Certificate
that the Owner intends to pay taxes associated with holding such Class R
Certificate as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Class R Certificate.
(22) That the Owner has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as any of the
Class R Certificates remain outstanding.
(23) The Purchaser is not an employee benefit plan or other plan subject to
the prohibited transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code"), or an investment manager, named fiduciary or a
trustee of any such plan, or any other Person acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any such plan.
I-1-1
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ________ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of
Officer], known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed the same as his free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this _______ day of ________________, 199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the
____ day of _______________, 19__.
I-1-2
<PAGE>
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1998-S1
Re: Mortgage Pass-Through Certificates,
Series 1998-S1, 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-S1, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
January 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.
(24) The Seller understands that the Purchaser has delivered to the Trustee
and the Master Servicer a transfer affidavit and agreement in the form attached
to the Pooling and Servicing Agreement as Exhibit I-1. The Seller does not know
or believe that any representation contained therein is false.
(25) The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has historically
paid its debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as they become
due in the future. The Seller understands that the transfer of a Class R
Certificate may not be respected for United States income tax purposes (and the
Seller may continue to be liable for United States income taxes associated
therewith) unless the Seller has conducted such an investigation.
(26) The Seller has no actual knowledge that the proposed Transferee is not
both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
I-2-1
<PAGE>
EXHIBIT J-1
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1998-S1
Re: Mortgage Pass-Through Certificates,
Series 1998-S1, [Class B-]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1998-S1, Class __ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of January
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.
(27) The Purchaser is acquiring the Certificates for its own account
for investment only and not with a view to or for sale in connection with
any distribution thereof in any manner that would violate the Act or any
applicable state securities laws.
(28) The Purchaser is (a) a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business
matters, and, in particular, in such matters related to securities similar
to the Certificates, such that it is capable of evaluating the merits and
risks of investment in the Certificates, (b) able to bear the economic
risks of such an investment and (c) an "accredited investor" within the
meaning of Rule 501(a) promulgated pursuant to the Act.
(29) The Purchaser has been furnished with, and has had an opportunity
to review (a) [a copy of the Private Placement Memorandum, dated
___________________, 19__, relating to the Certificates (b)] a copy of the
Pooling and Servicing Agreement and [b] [c] such other information
concerning the Certificates, the Mortgage Loans and the Company as has been
requested by the Purchaser from the Company or the Seller and is relevant
to the Purchaser's decision to purchase the Certificates. The Purchaser has
had any questions arising from such review answered by the Company or the
Seller to the satisfaction of the Purchaser. [If the Purchaser did not
purchase the Certificates from the Seller in connection with the initial
distribution of the Certificates and was provided with a copy of the
Private Placement Memorandum (the "Memorandum") relating to the original
sale (the "Original Sale") of the Certificates by the Company, the
Purchaser acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Company solely for use in
connection with the Original Sale and the Company did not participate in or
facilitate in any way the purchase of the Certificates by the Purchaser
from the Seller, and the Purchaser agrees that it will look solely to the
Seller and not to the Company with respect to any damage, liability, claim
or expense arising out of, resulting from or in connection with (a) error
or omission, or alleged error or omission, contained in the Memorandum, or
(b) any information, development or event arising after the date of the
Memorandum.]
(30) The Purchaser has not and will not nor has it authorized or will
it authorize any person to (a) offer, pledge, sell, dispose of or otherwise
transfer any Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) solicit any offer to buy
or to accept a pledge, disposition of other transfer of any Certificate,
any interest in any Certificate or any other similar security from any
person in any manner, (c) otherwise approach or negotiate with respect to
any Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) make any general solicitation
by means of general advertising or in any other manner or (e) take any
other action, that (as to any of (a) through (e) above) would constitute a
distribution of any Certificate under the Act, that would render the
disposition of any Certificate a violation of Section 5 of the Act or any
state securities law, or that would require registration or qualification
pursuant thereto. The Purchaser will not sell or otherwise transfer any of
the Certificates, except in compliance with the provisions of the Pooling
and Servicing Agreement.
(31) The Purchaser
(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section
4975 of the Internal Revenue Code of 1986, as amended (the
"Code") (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan within the meaning of
the Department of Labor ("DOL") regulation at 29 C.F.R. '
2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to
purchase the Certificates is an "insurance company general
account" (within the meaning of DOL Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded
under Sections I and III of PTCE 95-60.
In addition, the Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that the Purchaser will not transfer such Certificates to any Plan or
person unless such Plan or person meets the requirements set forth in either
6(a) or (b) above.
Very truly yours,
By:
Name:
Title:
J-1-1
<PAGE>
EXHIBIT J-2
FORM OF ERISA REPRESENTATION LETTER
____________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1998-S1
Re: Mortgage Pass-Through Certificates,
Series 1998-S1, [Class M-]
Ladies and Gentlemen:
____________________ (the "Purchaser") intends to purchase
from ________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1998-S1, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of January 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. ' 2510.3-101; or
(b) The Purchaser is an insurance company, the source of funds to be
used by it to purchase the Certificates is an "insurance company general
account" (within the meaning of DOL Prohibited Transaction Class Exemption
("PTCE") 95-60), and the purchase is being made in reliance upon the
availability of the exemptive relief afforded under Sections I and III of
PTCE 95-60.
In addition, the Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that the Purchaser will not transfer such Certificates to any Plan or
person unless such Plan or person meets the requirements set forth in either (a)
or (b) above.
Very truly yours,
By:
Name:
Title:
J-2-1
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
____________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1998-S1
Re: Mortgage Pass-Through Certificates,
Series 1998-S1, [Class B-]
Ladies and Gentlemen:
In connection with the sale by ____________ the "Seller") to ______________
the "Purchaser") of $ _________________ Certificate Principal Balance of
Mortgage Pass-Through Certificates, Series 1998-S1, Class (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of January 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 respect to
any Certificate. The Seller has not and will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
K-1
<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including
numbers:
===============================================
===============================================
The undersigned seller, as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities described above to the undersigned
buyer (the "Buyer").
(1) In connection with such transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby
certifies the following facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule
144A Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
(2) The Buyer warrants and represents to, and covenants with, the Seller,
the Trustee and the Master Servicer (as defined in the Pooling and Servicing
Agreement (the "Agreement"), dated as of January 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 in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security
from, or otherwise approached or negotiated with respect to the Rule
144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner,
or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the 1933 Act or that would render the
disposition of the Rule 144A Securities a violation of Section 5 of
the 1933 Act or require registration pursuant thereto, nor will it
act, nor has it authorized or will it authorize any person to act, in
such manner with respect to the Rule 144A Securities.
(E) The Buyer is a "qualified institutional buyer" as that term
is defined in Rule 144A under the 1933 Act and has completed either of
the forms of certification to that effect attached hereto as Annex 1
or Annex 2. The Buyer is aware that the sale to it is being made in
reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities
for its own account or the accounts of other qualified institutional
buyers, understands that such Rule 144A Securities may be resold,
pledged or transferred only (i) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or
for the account of a qualified institutional buyer to whom notice is
given that the resale, pledge or transfer is being made in reliance on
Rule 144A, or (ii) pursuant to another exemption from registration
under the 1933 Act.
(3) The Buyer
a. is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section
4975 of the Internal Revenue Code of 1986, as amended (the
"Code") (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan; or
b. is an insurance company, the source of funds to be used
by it to purchase the Certificates is an "insurance company
general account" (within the meaning of Department of Labor
Prohibited Transaction Class Exemption ("PTCE") 95-60), and the
purchase is being made in reliance upon the availability of the
exemptive relief afforded under Section III of PTCE 95-60.]
(4) This document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this
document as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No.: No.:
Date: Date:
L-1
<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
(1) As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
(2) In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under
the Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or
invested on a discretionary basis $______________________ in securities
(except for the excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated in accordance
with Rule 144A) and (ii) the Buyer satisfies the criteria in the category
marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank, savings
and loan association or similar institution), Massachusetts or similar
business trust, partnership, or charitable organization described in
Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the
business of which is substantially confined to banking and is supervised by
the State or territorial banking commission or similar official or is a
foreign bank or equivalent institution, and (b) has an audited net worth of
at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.
L-2
<PAGE>
___ Savings and Loan. The Buyer (a) is a savings and loan association, building
and loan association, cooperative bank, homestead association or similar
institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions or is a foreign
savings and loan association or equivalent institution and (b) has an
audited net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring
of risks underwritten by insurance companies and which is subject to
supervision by the insurance commissioner or a similar official or agency
of a State or territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of the
State or its political subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958.
___ Business Development Company. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit
of its employees, or (b) employee benefit plans within the meaning of Title
I of the Employee Retirement Income Security Act of 1974, but is not a
trust fund that includes as participants individual retirement accounts or
H.R. 10 plans.
(3) The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part of an
unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
(4) For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
(5) The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
(6) If the answer to the foregoing question is "no", the Buyer agrees that,
in connection with any purchase of securities sold to the Buyer for the account
of a third party (including any separate account) in reliance on Rule 144A, the
Buyer will only purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A. In addition,
the Buyer agrees that the Buyer will not purchase securities for a third party
unless the Buyer has obtained a current representation letter from such third
party or taken other appropriate steps contemplated by Rule 144A to conclude
that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
(7) The Buyer will notify each of the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice is given, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
L-3
<PAGE>
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
(1) As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
(2) In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in the
aggregate $______________ in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year
(such amount being calculated in accordance with Rule 144A).
(3) The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
- - ------------------------------
(4) The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer's Family of
Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii)
loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.
----------
(5) The Buyer is familiar with Rule 144A and understands that each of the
parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.
(6) The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
L-4
<PAGE>
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 13.01(E) FOR A
LIMITED GUARANTY]
ARTICLE 12
Subordinate Certificate Loss Coverage; Limited Guaranty
SECTION 12.01. Subordinate Certificate Loss Coverage; Limited Guaranty.
(a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(a) Subject to subsection (c) below, prior to the later of the third Business
Day prior to each Distribution Date or the related Determination Date, the
Master Servicer shall determine whether any Realized Losses (other than
Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses) will be allocated to the Class B Certificates on
such Distribution Date pursuant to Section 4.05, and, if so, the Master
Servicer shall demand payment from Residential Funding of the amount of
such Realized Loss and shall distribute the same to the Class B
Certificateholders in the same manner as if such amount were to be
distributed pursuant to Section 4.02(a); provided, however, that the amount
of such demand in respect of any Distribution Date shall in no event be
greater than the sum of (i) the additional amount of Accrued Certificate
Interest that would have been paid for the Class B Certificateholders on
such Distribution Date had such Realized Loss or Losses not occurred plus
(ii) the amount of the reduction in the Certificate Principal Balances of
the Class B Certificates on such Distribution Date due to such Realized
Loss or Losses. Notwithstanding such payment, such Realized Losses shall be
deemed to have been borne by the Certificateholders for purposes of Section
4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses allocated to the Class B Certificates will
not be covered by the Subordinate Certificate Loss Obligation.
(b) Demands for payments pursuant to this Section shall be made prior to the
later of the third Business Day prior to each Distribution Date or the
related Determination Date by the Master Servicer with written notice
thereof to the Trustee. The maximum amount that Residential Funding shall
be required to pay pursuant to this Section on any Distribution Date (the
"Amount Available") shall be equal to the lesser of (X) minus the sum of
(i) all previous payments made under subsections (a) and (b) hereof and
(ii) all draws under the Limited Guaranty made in lieu of such payments as
described below in subsection (d) and (Y) the then outstanding Certificate
Principal Balances of the Class B Certificates, or such lower amount as may
be established pursuant to Section 13.02. Residential Funding's obligations
as described in this Section are referred to herein as the "Subordinate
Certificate Loss Obligation."
(c) The Trustee will promptly notify General Motors Acceptance Corporation of
any failure of Residential Funding to make any payments hereunder and shall
demand payment pursuant to the limited guaranty (the "Limited Guaranty"),
executed by General Motors Acceptance Corporation, of Residential Funding's
obligation to make payments pursuant to this Section, in an amount equal to
the lesser of (i) the Amount Available and (ii) such required payments, by
delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to
the Distribution Date for such month, with a copy to the Master Servicer.
(d) All payments made by Residential Funding pursuant to this Section or
amounts paid under the Limited Guaranty shall be deposited directly in the
Certificate Account, for distribution on the Distribution Date for such
month to the Class B Certificateholders.
(e) The Company shall have the option, in its sole discretion, to substitute
for either or both of the Limited Guaranty or the Subordinate Certificate
Loss Obligation another instrument in the form of a corporate guaranty, an
irrevocable letter of credit, a surety bond, insurance policy or similar
instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was
substituted for the Master Servicer solely for the purposes of such
provision) an Opinion of Counsel (which need not be an opinion of
Independent counsel) to the effect that obtaining such substitute corporate
guaranty, irrevocable letter of credit, surety bond, insurance policy or
similar instrument or reserve fund will not cause either (a) any federal
tax to be imposed on the Trust Fund, including without limitation, any
federal tax imposed on "prohibited transactions" under Section 860(F)(a)(1)
of the Code or on "contributions after the startup date" under Section
860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a
REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less
than the then current Amount Available and contains provisions that are in
all material respects equivalent to the original Limited Guaranty or
Subordinate Certificate Loss Obligation (including that no portion of the
fees, reimbursements or other obligations under any such instrument will be
borne by the Trust Fund), (B) the long term debt obligations of any obligor
of any substitute Limited Guaranty or Subordinate Certificate Loss
Obligation (if not supported by the Limited Guaranty) shall be rated at
least the lesser of (a) the rating of the long term debt obligations of
General Motors Acceptance Corporation as of the date of issuance of the
Limited Guaranty and (b) the rating of the long term debt obligations of
General Motors Acceptance Corporation at the date of such substitution and
(C) the Company obtains written confirmation from each nationally
recognized credit rating agency that rated the Class B Certificates at the
request of the Company that such substitution shall not lower the rating on
the Class B Certificates below the lesser of (a) the then-current rating
assigned to the Class B Certificates by such rating agency and (b) the
original rating assigned to the Class B Certificates by such rating agency.
Any replacement of the Limited Guaranty or Subordinate Certificate Loss
Obligation pursuant to this Section shall be accompanied by a written
Opinion of Counsel to the substitute guarantor or obligor, addressed to the
Master Servicer and the Trustee, that such substitute instrument
constitutes a legal, valid and binding obligation of the substitute
guarantor or obligor, enforceable in accordance with its terms, and
concerning such other matters as the Master Servicer and the Trustee shall
reasonably request. Neither the Company, the Master Servicer nor the
Trustee shall be obligated to substitute for or replace the Limited
Guaranty or Subordinate Certificate Loss Obligation under any circumstance.
SECTION 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 13.01: (i) the provisions of this Article 13 may
be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article 13 may be amended in any manner; in each case by
written instrument executed or consented to by the Company and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency, unless (A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such amendment,
reduction, deletion or cancellation is made in accordance with Section 13.01(e)
and, provided further that the Company obtains (subject to the provisions of
Section 10.01(f) as if the Company was substituted for the Master Servicer
solely for the purposes of such provision), in the case of a material amendment
or supersession (but not a reduction, cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment or supersession will not cause either (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code or
(b) the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of Counsel that
such amendment complies with this Section 13.02.
M-1
<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1998-S1
________, 199__
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1998-S1
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware
corporation ("Residential Funding"), an indirect wholly-owned subsidiary of
General Motors Acceptance Corporation, a New York corporation ("GMAC"), plans to
incur certain obligations as described under Section 13.01 of the Pooling and
Servicing Agreement dated as of January 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-S1 (the "Certificates"); and
WHEREAS, pursuant to Section 13.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with
respect to the ability of Residential Funding to secure sufficient funds and
faithfully to perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good and valuable consideration, the receipt of
which is hereby acknowledged, GMAC agrees as follows:
(1) Provision of Funds. GMAC agrees to contribute and deposit in the
Certificate Account on behalf of Residential Funding (or otherwise provide to
Residential Funding, or to cause to be made available to Residential Funding),
either directly or through a subsidiary, in any case prior to the related
Distribution Date, such moneys as may be required by Residential Funding to
perform its Subordinate Certificate Loss Obligation when and as the same arises
from time to time upon the demand of the Trustee in accordance with Section
13.01 of the Servicing Agreement.
(A) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by
the transfer by GMAC or any other person of all or any part of its or
their interest in Residential Funding, by any insolvency, bankruptcy,
dissolution or other proceeding affecting Residential Funding or any
other person, by any defense or right of counterclaim, set-off or
recoupment that GMAC may have against Residential Funding or any other
person or by any other fact or circumstance. Notwithstanding the
foregoing, GMAC's obligations under clause (a) shall terminate upon the
earlier of (x) substitution for this Limited Guaranty pursuant to
Section 13.01(f) of the Servicing Agreement, or (y) the termination of
the Trust Fund pursuant to the Servicing Agreement.
(2) Waiver. GMAC hereby waives any failure or delay on the part of
Residential Funding, the Trustee or any other person in asserting or enforcing
any rights or in making any claims or demands hereunder. Any defective or
partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without
limitation, those of action or nonaction on the part of Residential Funding or
the Trustee.
(3) Modification, Amendment and Termination. This Limited Guaranty may be
modified, amended or terminated only by the written agreement of GMAC and the
Trustee and only if such modification, amendment or termination is permitted
under Section 13.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long as the
Servicing Agreement is not modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
(4) Successor. Except as otherwise expressly provided herein, the guarantee
herein set forth shall be binding upon GMAC and its respective successors.
(5) Governing Law. This Limited Guaranty shall be governed by the laws of
the State of New York.
(6) Authorization and Reliance. GMAC understands that a copy of this
Limited Guaranty shall be delivered to the Trustee in connection with the
execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby
authorizes the Company and the Trustee to rely on the covenants and agreements
set forth herein.
(7) Definitions. Capitalized terms used but not otherwise defined herein
shall have the meaning given them in the Servicing Agreement.
(8) Counterparts. This Limited Guaranty may be executed in any number of
counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to
be executed and delivered by its respective officers thereunto duly authorized
as of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
N-1
<PAGE>
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1998-S1
Re: Mortgage Pass-Through Certificates,
Series 1998-S1 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 January 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.
Very truly yours,
(Lender)
By:
Name:
Title:
O-1
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1671332 282,400.00 6.595 5.7857142857% 16,338.86
1674726 227,100.00 6.595 5.7857142857% 13,139.36
2612227 589,800.00 6.595 5.7857142857% 34,124.14
1566604 515,700.69 6.720 4.0000000000% 20,628.03
1664981 289,762.29 6.720 4.0000000000% 11,590.49
1664982 271,777.04 6.720 4.0000000000% 10,871.08
1664984 287,763.92 6.720 4.0000000000% 11,510.56
1665129 349,713.11 6.720 4.0000000000% 13,988.52
1665139 253,791.80 6.720 4.0000000000% 10,151.67
1665219 63,747.70 6.720 4.0000000000% 2,549.91
1666214 289,762.29 6.720 4.0000000000% 11,590.49
1666219 383,685.24 6.720 4.0000000000% 15,347.41
1669983 135,200.00 6.720 4.0000000000% 5,408.00
1671508 233,508.43 6.720 4.0000000000% 9,340.34
1672160 253,300.00 6.720 4.0000000000% 10,132.00
1672500 229,222.49 6.720 4.0000000000% 9,168.90
1673407 570,000.00 6.720 4.0000000000% 22,800.00
1674711 290,550.00 6.720 4.0000000000% 11,622.00
1674718 300,000.00 6.720 4.0000000000% 12,000.00
1674720 488,000.00 6.720 4.0000000000% 19,520.00
2608538 364,000.00 6.720 4.0000000000% 14,560.00
2609672 325,000.00 6.720 4.0000000000% 13,000.00
2611863 228,000.00 6.720 4.0000000000% 9,120.00
2612043 650,000.00 6.720 4.0000000000% 26,000.00
2612046 276,000.00 6.720 4.0000000000% 11,040.00
2612047 404,000.00 6.720 4.0000000000% 16,160.00
2612235 65,200.00 6.720 4.0000000000% 2,608.00
1663469 243,605.03 6.845 2.2142857143% 5,394.11
1664318 329,736.10 6.845 2.2142857143% 7,301.30
1664366 319,486.68 6.845 2.2142857143% 7,074.35
1665142 351,818.42 6.845 2.2142857143% 7,790.27
1665149 955,682.19 6.845 2.2142857143% 21,161.53
1666009 309,600.00 6.845 2.2142857143% 6,855.43
1666995 127,750.00 6.845 2.2142857143% 2,828.75
1667747 246,184.45 6.845 2.2142857143% 5,451.23
1667962 359,000.00 6.845 2.2142857143% 7,949.29
1668024 460,000.00 6.845 2.2142857143% 10,185.71
1669176 375,249.67 6.845 2.2142857143% 8,309.10
1669829 381,750.00 6.845 2.2142857143% 8,453.04
1670497 233,000.00 6.845 2.2142857143% 5,159.29
1670919 313,000.00 6.845 2.2142857143% 6,930.71
1672155 269,784.08 6.845 2.2142857143% 5,973.79
1672928 233,000.00 6.845 2.2142857143% 5,159.29
1672953 458,000.00 6.845 2.2142857143% 10,141.43
1673336 219,200.00 6.845 2.2142857143% 4,853.71
1673805 248,000.00 6.845 2.2142857143% 5,491.43
1674589 398,000.00 6.845 2.2142857143% 8,812.86
1674627 650,000.00 6.845 2.2142857143% 14,392.86
1674769 282,000.00 6.845 2.2142857143% 6,244.29
1674770 292,000.00 6.845 2.2142857143% 6,465.71
1674772 227,150.00 6.845 2.2142857143% 5,029.75
2610655 311,600.00 6.845 2.2142857143% 6,899.71
2611804 275,600.00 6.845 2.2142857143% 6,102.57
2612229 207,600.00 6.845 2.2142857143% 4,596.86
1672662 312,945.00 6.895 1.5000000000% 4,694.18
1664593 349,449.30 6.945 0.7857142857% 2,745.67
1620505 232,218.70 6.970 0.4285714286% 995.22
1651757 565,808.26 6.970 0.4285714286% 2,424.89
1654669 589,839.51 6.970 0.4285714286% 2,527.88
1661684 363,716.04 6.970 0.4285714286% 1,558.78
1661797 115,909.50 6.970 0.4285714286% 496.76
1663372 369,711.36 6.970 0.4285714286% 1,584.48
1664358 331,480.44 6.970 0.4285714286% 1,420.63
1664362 270,775.58 6.970 0.4285714286% 1,160.47
1665150 370,710.58 6.970 0.4285714286% 1,588.76
1665211 242,210.90 6.970 0.4285714286% 1,038.05
1665593 100,721.37 6.970 0.4285714286% 431.66
1665640 250,000.00 6.970 0.4285714286% 1,071.43
1666229 259,593.12 6.970 0.4285714286% 1,112.54
1666233 244,858.84 6.970 0.4285714286% 1,049.40
1666563 399,687.96 6.970 0.4285714286% 1,712.95
1666953 156,000.00 6.970 0.4285714286% 668.57
1666970 227,000.00 6.970 0.4285714286% 972.86
1667975 243,310.05 6.970 0.4285714286% 1,042.76
1668391 228,571.55 6.970 0.4285714286% 979.59
1668944 372,750.00 6.970 0.4285714286% 1,597.50
1669164 276,134.41 6.970 0.4285714286% 1,183.43
1669193 294,120.37 6.970 0.4285714286% 1,260.52
1669214 303,363.16 6.970 0.4285714286% 1,300.13
1669219 100,000.00 6.970 0.4285714286% 428.57
1669265 225,000.00 6.970 0.4285714286% 964.29
1669375 87,931.35 6.970 0.4285714286% 376.85
1670158 296,768.32 6.970 0.4285714286% 1,271.86
1670674 232,000.00 6.970 0.4285714286% 994.29
1670880 154,879.08 6.970 0.4285714286% 663.77
1670913 422,400.00 6.970 0.4285714286% 1,810.29
1670918 231,200.00 6.970 0.4285714286% 990.86
1671121 319,750.36 6.970 0.4285714286% 1,370.36
1671421 93,676.86 6.970 0.4285714286% 401.47
1671426 294,769.86 6.970 0.4285714286% 1,263.30
1671427 239,812.77 6.970 0.4285714286% 1,027.77
1671428 349,726.96 6.970 0.4285714286% 1,498.83
1671514 110,913.40 6.970 0.4285714286% 475.34
1671521 237,814.34 6.970 0.4285714286% 1,019.20
1671565 148,880.21 6.970 0.4285714286% 638.06
1671884 301,264.79 6.970 0.4285714286% 1,291.13
1672021 262,794.83 6.970 0.4285714286% 1,126.26
1672034 232,000.00 6.970 0.4285714286% 994.29
1672147 399,687.96 6.970 0.4285714286% 1,712.95
1672461 244,808.87 6.970 0.4285714286% 1,049.18
1672463 260,800.00 6.970 0.4285714286% 1,117.71
1672470 234,816.67 6.970 0.4285714286% 1,006.36
1672486 283,778.44 6.970 0.4285714286% 1,216.19
1672738 296,000.00 6.970 0.4285714286% 1,268.57
1672851 247,200.00 6.970 0.4285714286% 1,059.43
1672899 366,400.00 6.970 0.4285714286% 1,570.29
1672901 607,000.00 6.970 0.4285714286% 2,601.43
1673508 336,000.00 6.970 0.4285714286% 1,440.00
1673725 420,000.00 6.970 0.4285714286% 1,800.00
1673802 236,000.00 6.970 0.4285714286% 1,011.43
1674058 350,000.00 6.970 0.4285714286% 1,500.00
1674140 230,000.00 6.970 0.4285714286% 985.71
1674763 328,000.00 6.970 0.4285714286% 1,405.71
1674766 500,000.00 6.970 0.4285714286% 2,142.86
2611266 525,900.00 6.970 0.4285714286% 2,253.86
2612042 213,200.00 6.970 0.4285714286% 913.71
2612044 300,000.00 6.970 0.4285714286% 1,285.71
2612232 296,700.00 6.970 0.4285714286% 1,271.57
2612867 360,000.00 6.970 0.4285714286% 1,542.86
1664566 109,921.57 6.995 0.0714285714% 78.52
1664567 139,879.61 6.995 0.0714285714% 99.91
1664568 131,811.18 6.995 0.0714285714% 94.15
1664569 87,377.32 6.995 0.0714285714% 62.41
1664571 71,151.60 6.995 0.0714285714% 50.82
1664572 44,969.02 6.995 0.0714285714% 32.12
1664573 266,015.08 6.995 0.0714285714% 190.01
1664574 196,668.26 6.995 0.0714285714% 140.48
1664575 242,645.34 6.995 0.0714285714% 173.32
1664576 247,645.23 6.995 0.0714285714% 176.89
1664577 174,446.30 6.995 0.0714285714% 124.60
1664578 304,589.32 6.995 0.0714285714% 217.56
1664579 120,928.36 6.995 0.0714285714% 86.38
1664580 185,733.93 6.995 0.0714285714% 132.67
1664581 127,319.44 6.995 0.0714285714% 90.94
1664582 187,391.97 6.995 0.0714285714% 133.85
$39,182,036.22 1.6655187734% $652,584.17
P-1
<PAGE>
EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[DATE]
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois 60670
Re: Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through Certificates, Series 1998-S1
Residential Funding Corporation, as the Holder of a ___%
Percentage Interest of the of Class A-3[-1] Certificates, hereby requests the
Trustee to exchange the above-referenced Certificates for the Subclasses
referred to below:
(1) Class A-3-_ 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-3-_ 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-3[-1] Certificates surrendered for exchange.
All capitalized terms used but not defined herein shall have
the meanings set forth in the Pooling and Servicing Agreement, dated as of
January 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>
