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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 February 1, 1997
Mortgage Pass-Through Certificates
Series 1997-S3
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions........................................... 4
Accretion Termination Date.................................. 4
Accrual Components.......................................... 4
Accrual Distribution Amount................................. 4
Accrued Certificate Interest................................ 4
Adjusted Mortgage Rate...................................... 5
Advance .................................................. 5
Affiliate .................................................. 5
Agreement .................................................. 5
Amount Held for Future Distribution......................... 5
Appraised Value............................................. 6
Assignment.................................................. 6
Assignment Agreement........................................ 6
Available Distribution Amount............................... 6
Bankruptcy Amount........................................... 6
Bankruptcy Code............................................. 7
Bankruptcy Loss............................................. 7
Book-Entry Certificate...................................... 7
Business Day................................................ 7
Buydown Funds............................................... 8
Buydown Mortgage Loan....................................... 8
Cash Liquidation............................................ 8
Certificate................................................. 8
Certificate Account......................................... 8
Certificate Account Deposit Date............................ 8
Certificateholder or Holder................................. 8
Certificate Owner........................................... 8
Certificate Principal Balance............................... 8
Certificate Register and Certificate Registrar.............. 10
Class .................................................. 10
Class A Certificate......................................... 10
Class A-4 Accretion Termination Date........................ 10
Class A-4 Accrual Distribution Amount....................... 10
Class A-10 Component A...................................... 10
Class A-10 Component B...................................... 10
Class A-10 Component C...................................... 10
Class A-10 Component D...................................... 11
Class A-10 Component D Accretion Termination Date........... 11
Class A-10 Component D Accrual Distribution Amount.......... 11
Page
Class A-10 Component E....................................... 11
Class A-10 Component F....................................... 11
Class A-10 Component F Accretion Termination Date............ 11
Class A-10 Component F Accrual Distribution Amount........... 11
Class A-10 Component G....................................... 11
Class A-10 Component H....................................... 12
Class A-10 Component H Accretion Termination Date............ 12
Class A-10 Component H Accrual Distribution Amount........... 12
Class A-10 Component I....................................... 12
Class A-10 Component J....................................... 12
Class A-10 Component K....................................... 12
Class A-11 Accretion Termination Date........................ 12
Class A-11 Accrual Distribution Amount....................... 12
Class A-13 Collection Shortfall.............................. 13
Class A-13 Principal Distribution Amount..................... 13
Class B Certificate.......................................... 13
Class B Percentage........................................... 13
Class B-1 Percentage......................................... 13
Class B-1 Prepayment Distribution Trigger.................... 13
Class B-2 Percentage......................................... 13
Class B-2 Prepayment Distribution Trigger.................... 13
Class B-3 Percentage......................................... 13
Class B-3 Prepayment Distribution Trigger.................... 14
Class M Certificate.......................................... 14
Class M Percentage........................................... 14
Class M-1 Percentage......................................... 14
Class M-2 Percentage......................................... 14
Class M-2 Prepayment Distribution Trigger.................... 14
Class M-3 Percentage......................................... 14
Class M-3 Prepayment Distribution Trigger.................... 15
Class R Certificate.......................................... 15
Class R-I Certificate........................................ 15
Class R-II Certificate....................................... 15
Closing Date................................................. 15
Code ................................................... 15
Compensating Interest........................................ 15
Component ................................................... 15
Corporate Trust Office....................................... 15
Credit Support Depletion Date................................ 15
Curtailment.................................................. 15
Custodial Account............................................ 16
Custodial Agreement.......................................... 16
Custodian ................................................... 16
Cut-off Date................................................. 16
Page
Cut-off Date Principal Balance................................ 16
Debt Service Reduction........................................ 16
Defaulted Mortgage Loss....................................... 16
Deficient Valuation........................................... 16
Definitive Certificate........................................ 16
Deleted Mortgage Loan......................................... 16
Depository.................................................... 16
Depository Participant........................................ 17
Destroyed Mortgage Note....................................... 17
Determination Date............................................ 17
Discount Fraction............................................. 17
Discount Mortgage Loan........................................ 17
Disqualified Organization..................................... 17
Distribution Date............................................. 17
Due Date .................................................... 17
Due Period.................................................... 18
Eligible Account.............................................. 18
Eligible Funds................................................ 18
Event of Default.............................................. 18
Excess Bankruptcy Loss........................................ 18
Excess Fraud Loss............................................. 18
Excess Special Hazard Loss.................................... 18
Excess Subordinate Principal Amount........................... 19
Extraordinary Events.......................................... 19
Extraordinary Losses.......................................... 19
FDIC .................................................... 19
FHLMC .................................................... 20
Final Distribution Date....................................... 20
Fitch .................................................... 20
FNMA .................................................... 20
Foreclosure Profits........................................... 20
Fraud Loss Amount............................................. 20
Fraud Losses.................................................. 21
Independent................................................... 21
Initial Certificate Principal Balance......................... 21
Initial Monthly Payment Fund.................................. 21
Initial Notional Amount....................................... 21
Insurance Proceeds............................................ 21
Insurer .................................................... 21
Late Collections.............................................. 21
Liquidation Proceeds.......................................... 21
Loan-to-Value Ratio........................................... 21
Lockout Certificate Percentage................................ 21
Lockout Distribution Percentage............................... 22
Page
Maturity Date................................................. 22
Monthly Payment............................................... 22
Xxxxx'x .................................................... 22
Mortgage .................................................... 23
Mortgage File................................................. 23
Mortgage Loan Schedule........................................ 23
Mortgage Loans................................................ 24
Mortgage Note................................................. 24
Mortgage Rate................................................. 24
Mortgaged Property............................................ 24
Mortgagor .................................................... 24
Net Mortgage Rate............................................. 24
Non-Discount Mortgage Loan.................................... 00
Xxx-Xxxxxxx Xxxxxxxxx Xxxxx................................... 00
Xxx-Xxxxxx Xxxxxx Person...................................... 24
Nonrecoverable Advance........................................ 24
Nonsubserviced Mortgage Loan.................................. 24
Notional Amount............................................... 24
Officers' Certificate......................................... 25
Opinion of Counsel............................................ 25
Original Senior Percentage.................................... 25
Outstanding Mortgage Loan..................................... 25
Ownership Interest............................................ 25
PAC Certificate............................................... 25
PAC I Certificate............................................. 25
PAC II Certificates........................................... 25
PAC Portion................................................... 25
Pass-Through Rate............................................. 26
Paying Agent.................................................. 26
Percentage Interest........................................... 26
Permitted Investments......................................... 26
Permitted Transferee.......................................... 28
Person .................................................... 28
Planned Principal Balance..................................... 28
Pool Stated Principal Balance................................. 28
Pool Strip Rate............................................... 28
Prepayment Assumption......................................... 28
Prepayment Distribution Percentage............................ 28
Prepayment Distribution Trigger............................... 29
Prepayment Interest Shortfall................................. 29
Prepayment Period............................................. 29
Primary Insurance Policy...................................... 30
Principal Prepayment.......................................... 30
Principal Prepayment in Full.................................. 30
Page
Program Guide................................................. 30
Purchase Price................................................ 30
Qualified Substitute Mortgage Loan............................ 30
Rating Agency................................................. 31
Realized Loss................................................. 31
Record Date................................................... 31
Regular Certificate........................................... 31
REMIC .................................................... 31
REMIC Administrator........................................... 31
REMIC I .................................................... 32
REMIC I Certificates.......................................... 32
REMIC II .................................................... 32
REMIC II Certificates......................................... 32
REMIC Provisions.............................................. 32
REO Acquisition............................................... 32
REO Disposition............................................... 32
REO Imputed Interest.......................................... 32
REO Proceeds.................................................. 33
REO Property.................................................. 33
Request for Release........................................... 33
Required Insurance Policy..................................... 33
Residential Funding........................................... 33
Responsible Officer........................................... 33
Schedule of Discount Fractions................................ 33
Segment I .................................................... 33
Segment II.................................................... 33
Seller .................................................... 33
Seller's Agreement............................................ 33
Senior Accelerated Distribution Percentage.................... 34
Senior Interest Distribution Amount........................... 35
Senior Percentage............................................. 35
Senior Principal Distribution Amount.......................... 35
Senior Support Lockout Certificates........................... 35
Senior Support Lockout Certificate Percentage................. 35
Senior Support Lockout Distribution Percentage................ 35
Sequential Portion............................................ 36
Servicing Accounts............................................ 36
Servicing Advances............................................ 36
Servicing Fee................................................. 36
Servicing Officer............................................. 36
Special Hazard Amount......................................... 36
Special Hazard Loss........................................... 37
Standard & Poor's............................................. 37
Stated Principal Balance...................................... 37
Page
Strip Components.............................................. 37
Subclass Notional Amount...................................... 37
Subclass .................................................... 38
Subordinate Percentage........................................ 38
Subordinate Principal Distribution Amount..................... 38
Subserviced Mortgage Loan..................................... 38
Subservicer................................................... 38
Subservicer Advance........................................... 38
Subservicing Account.......................................... 38
Subservicing Agreement........................................ 38
Subservicing Fee.............................................. 39
Super Senior Component Certificates........................... 39
Super Senior Optimal Percentage............................... 39
Super Senior Optimal Principal Distribution Amount............ 39
TAC Component................................................. 39
Targeted Principal Balance.................................... 39
Tax Returns................................................... 39
Transfer .................................................... 39
Transferee.................................................... 39
Transferor.................................................... 39
Trust Fund.................................................... 40
Uncertificated Principal Balance.............................. 40
Uncertificated REMIC I Accrued Interest....................... 40
Uncertificated REMIC I IO Notional Amount..................... 41
Uncertificated REMIC I IO Regular Interests................... 41
Uncertificated REMIC I Pass-Through Rate...................... 41
Uncertificated REMIC I Regular Interest Q..................... 41
Uncertificated REMIC I Regular Interest S..................... 41
Uncertificated REMIC I Regular Interest T..................... 41
Uncertificated REMIC I Regular Interest U..................... 42
Uncertificated REMIC I Regular Interest V..................... 42
Uncertificated REMIC I Regular Interest W..................... 42
Uncertificated REMIC I Regular Interest X..................... 42
Uncertificated REMIC I Regular Interest Y..................... 42
Uncertificated REMIC I Regular Interests...................... 42
Uncertificated REMIC I Regular Interest Q Distribution Amount. 43
Uncertificated REMIC I Regular Interest S Distribution Amount. 43
Uncertificated REMIC I Regular Interest T Distribution Amount. 43
Uncertificated REMIC I Regular Interest U Distribution Amount. 43
Uncertificated REMIC I Regular Interest V Distribution Amount. 43
Uncertificated REMIC I Regular Interest W Distribution Amount. 43
Uncertificated REMIC I Regular Interest X Distribution Amount. 43
Uncertificated REMIC I Regular Interest Y Distribution Amount. 43
Uncertificated REMIC I Regular Interest Distribution Amounts.. 43
Page
Uncertificated REMIC II IO Accrued Interest...................... 43
Uncertificated REMIC II IO Notional Amount....................... 44
Uncertificated REMIC II IO Pass-Through Rate..................... 44
Uncertificated REMIC II IO Regular Interest Pool Strip Rate...... 44
Uncertificated REMIC II IO Regular Interests..................... 44
Uncertificated REMIC II IO Regular Interest Distribution Amounts. 44
Uniform Single Attestation Program for Mortgage Bankers.......... 44
Uninsured Xxxxx.................................................. 00
Xxxxxx Xxxxxx Person............................................. 44
Voting Rights.................................................... 45
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.......................... 46
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Section 2.02. Acceptance by Trustee................................. 49
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Section 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Company............................. 50
Section 2.04. Representations and Warranties of Sellers............. 54
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Section 2.05. Execution and Authentication of Certificates Evidencing
Interests in REMIC I Certificates....................... 56
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Section 2.06. Conveyance of Uncertificated REMIC I Regular Interests and
REMIC II Regular Interests; Acceptance by the Trustee. 56
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Section 2.07. Issuance of Certificates Evidencing Interest in REMIC II.57
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer..................... 58
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Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations............................................. 59
Section 3.03. Successor Subservicers.................................. 60
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Section 3.04. Liability of the Master Servicer........................ 60
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Section 3.05. No Contractual Relationship Between Subservicer and Trustee
or Certificateholders............................... 60
Section 3.06. Assumption or Termination of Subservicing Agreements by
Trustee................................................. 61
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Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account....................................... 61
Page
Section 3.08. Subservicing Accounts; Servicing Accounts.............. 63
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Section 3.09. Access to Certain Documentation and Information Regarding
the Mortgage Loans..................................... 65
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Section 3.10. Permitted Withdrawals from the Custodial Account........ 65
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Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder.................................. 67
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity
Coverage................................................ 68
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Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments...........
69
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Section 3.14. Realization Upon Defaulted Mortgage Loans............... 71
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Section 3.15. Trustee to Cooperate; Release of Mortgage Files........ 73
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Section 3.16. Servicing and Other Compensation; Compensating Interest.74
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Section 3.17. Reports to the Trustee and the Company................75
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Section 3.18. Annual Statement as to Compliance..................... 75
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Section 3.19. Annual Independent Public Accountants' Servicing Report.76
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Section 3.20. Rights of the Company in Respect of the Master Servicer.76
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Section 3.21. Administration of Buydown Funds.........................77
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account...................................78
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Section 4.02. Distributions.........................................78
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Section 4.03. Statements to Certificateholders......................92
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Section 4.04. Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer........................ 94
Section 4.05. Allocation of Realized Losses.......................... 95
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Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property .............................................. 97
Section 4.07. Optional Purchase of Defaulted Mortgage Loans......... 97
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Section 4.08. Distributions on the Uncertificated REMIC I Regular
Interests....................... 98
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Section 4.09. Distributions on the Uncertificated REMIC II IO Regular
Interests .....................................100
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.....................................101
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Section 5.02. Registration of Transfer and Exchange of Certificates103
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Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates....108
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Section 5.04. Persons Deemed Owners................................108
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Page
Section 5.05. Appointment of Paying Agent..........................108
Section 5.06. Optional Purchase of Certificates....................109
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01.Respective Liabilities of the Company and the Master Servicer..111
Section 6.02.Merger or Consolidation of the Company or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master Servicer
..............................................................111
Section 6.03.Limitation on Liability of the Company, the Master Servicer and
Others........................................................112
Section 0.00.Xxxxxxx and Master Servicer Not to Resign.....................112
ARTICLE VII
DEFAULT
Section 0.00.Xxxxxx of Default..........................................114
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Section 7.02.Trustee or Company to Act; Appointment of Successor........116
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Section 7.03.Notification to Certificateholders.........................117
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Section 7.04.Waiver of Events of Default................................117
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee....................................118
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Section 8.02. Certain Matters Affecting the Trustee................119
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Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans121
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Section 8.04. Trustee May Own Certificates.........................121
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Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification......................................121
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Section 8.06. Eligibility Requirements for Trustee.................122
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Section 8.07. Resignation and Removal of the Trustee...............123
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Section 8.08. Successor Trustee....................................124
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Section 8.09. Merger or Consolidation of Trustee...................124
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Section 8.10. Appointment of Co-Trustee or Separate Trustee........124
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Section 8.11. Appointment of Custodians............................125
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Section 8.12. Appointment of Office or Agency......................126
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ARTICLE IX
Page
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans............127
Section 9.02. Termination of REMIC II.................................129
Section 9.03. Additional Termination Requirements.....................129
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration....................................131
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification...................................................134
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment............................................136
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Section 11.02. Recordation of Agreement; Counterparts...............138
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Section 11.03. Limitation on Rights of Certificateholders...........139
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Section 11.04. Governing Law........................................139
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Section 11.05. Notices..............................................139
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Section 11.06. Notices to Rating Agency.............................140
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Section 11.07. Severability of Provisions...........................141
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Section 11.08. Supplemental Provisions for Resecuritization.........141
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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 11.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit P: Schedule of Discount Fractions
Exhibit Q: Form of Request for Exchange
Exhibit R: Planned Principal Balances and Targeted Principal Balances
This is a Pooling and Servicing Agreement, dated as of February 1,
1997, among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the
company
(together with its permitted successors and assigns, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with its permitted successors
and assigns, the "Master Servicer"), and THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee (together with its permitted successors and assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the REMIC
Administrator will make an election to treat the entire segregated pool of
assets described in the definition of REMIC I (as defined herein), and subject
to this Agreement (including the Mortgage Loans but excluding the Initial
Monthly Payment Fund), as a real estate mortgage investment conduit (a "REMIC")
for federal income tax purposes and such segregated pool of assets will be
designated as "REMIC I." The Uncertificated REMIC I Regular Interests will be
"regular interests" in REMIC I and the Class R-I Certificates will be the sole
class of "residual interests" in REMIC I for purposes of the REMIC Provisions
(as defined herein) under the federal income tax law. A segregated pool of
assets consisting of the Uncertificated REMIC I Regular Interests will be
designated as "REMIC II," and the REMIC Administrator will make a separate REMIC
election with respect thereto. The Class X-0, Xxxxx X-0, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-11, Class A-12,
Class A-13, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates, the Class X- 00 Component A, B, C, D, E, F, G, H, I, J and K and
the Uncertificated REMIC II IO Regular Interests will be "regular interests" in
REMIC II, and the Class R-II 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 Class A-14 Certificates will represent the
entire beneficial ownership interest in the Uncertificated REMIC II IO Regular
Interests.
The following table sets forth the designation, type, Pass-Through
Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial
ratings and certain features for each Class of Certificates issued on the
Closing Date comprising the interests in the Trust Fund created hereunder.
Aggregate Initial
Certificate Initial
Pass-Through Principal Maturity Ratings
Designation Type Rate Balance Features Date S&P
Fitch
----------- ---- ------ --------- -------- ------ ----- -----
Class A-1 Senior 7.25% $92,500,000.00 Senior February 25, 2027
AAA AAA
Class A-2 Senior 7.00% $11,073,000.00 Accretion Directed/ August 25,
2003 AAA AAA
Segment/Senior
Class A-3 Senior 7.30% $ 7,931,000.00 Accretion Directed/ March 25, 2007
AAA AAA
Segment/Senior
Class A-4 Senior 7.50% $ 3,750,000.00 Accrual/Senior February 25,
2027 AAA AAA
Class A-5 Senior 7.50% $18,000,000.00 Lockout/Senior February 25,
2027 AAA AAA
Class A-6 Senior 6.75 $19,875,000.00 PAC I/Senior February 25, 2027
AAA AAA
Class A-7 Senior 7.00% $16,143,000.00 PAC I/Senior February 25,
2027 AAA AAA
Class A-8 Senior 7.30% $ 5,573,000.00 PAC I/Senior February 25, 2027
AAA AAA
Class A-9 Senior 7.50% $15,189,000.00 PAC II/Accretion December 25,
2011 AAA AAA
Directed/Senior
Class A-10 Senior See Below $45,347,855.00 See Below February 25,
2027 AAA AAA
Class A-11 Senior 7.50% $ 3,300,000.00 Accrual/Senior February 25,
2027 AAA AAA
Class A-12 Senior 7.50% $ 6,000,000.00 Senior Support/Lockout February 25,
2027 AAA AAA
Class A-13 Senior 0.00% $ 112,677.89 Principal Only/Senior February 25,
2027 AAAr AAA
Class A-14 Senior Variable Rate Notional Amount Variable Strip/ February 25,
2027 AAAr AAA
Interest Only/Senior
Class R-I Senior 7.50% $ 100.00 Residual/Senior February 25, 2027
AAA AAA
Class R-II Senior 7.50% $ 100.00 Residual/Senior February 25, 2027
AAA AAA
Class M-1 Mezzanine 7.50% $ 4,509,400.00 Mezzanine Xxxxxxxx 00,
0000 XX XX
Class M-2 Mezzanine 7.50% $ 3,221,000.00 Mezzanine February 25,
2027 N/A A
Class M-3 Mezzanine 7.50% $ 2,576,700.00 Mezzanine February 25,
2027 N/A BBB
Class B-1 Subordinate 7.50% $ 1,159,500.00 Subordinate February 25,
2027 N/A BB
Class B-2 Subordinate 7.50% $ 515,300.00 Subordinate February 25,
2027 N/A B
Class B-3 Subordinate 7.50% $ 902,034.34 Subordinate February 25,
2027 N/A N/A
The Class A-10 Certificates are comprised of eleven Components having
the following designations, Pass-Through Rates, initial amounts and features:
Designation Pass-Through Rate Initial Amount Features
Class A-10 Component A 7.500% $ 7,499,800.00Super Senior
Class A-10 Component B 0.250% Notional Amount Strip/Super
Senior
Class A-10 Component C 0.500% Notional Amount Strip/Super
Senior
Class A-10 Component D 7.500% $ 9,000,000.00Accrual/Super
Senior
Class A-10 Component E 0.200% Notional Amount Strip/Super
Senior
Class A-10 Component F 7.500% $ 5,246,000.00Accrual/Accretion
Directed/Super Senior
Class A-10 Component G 7.500% $19,311,000.00Accretion
Directed/
TAC/Super Senior
Class A-10 Component H 7.500% $
4,291,055.00Accrual/Accretion
Directed/TAC/Super Senior
Class A-10 Component I 0.750% Notional Amount PAC Strip/Super
Senior
Class A-10 Component J 0.500% Notional Amount PAC Strip/Super
Senior
Class A-10 Component K 0.200% Notional Amount PAC
Strip/Super Senior
============================= ============================
============================ =============================
The Mortgage Loans have an aggregate Cut-off Date Principal Balance
equal to $257,678,667.23. The Mortgage Loans are fixed rate mortgage loans
having terms to maturity at origination or modification of not more than 30
years.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
In consideration of the mutual agreements herein contained, the
Company, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Article.
Accretion Termination Date: The Class A-4 Accretion Termination Date,
Class A-11 Accretion Termination Date, Class A-10 Component D Accretion
Termination Date, Class A-10 Component F Accretion Termination Date or Class
A-10 Component H Accretion Termination Date, as applicable.
Accrual Components: The Class A-10 Components D, F and H.
Accrual Distribution Amount: The Class A-4 Accrual Distribution Amount,
Class A-11 Accrual Distribution Amount, Class A-10 Component D Accrual
Distribution Amount, Class X- 00 Component F Accrual Distribution Amount or
Class A-10 Component H Accrual Distribution Amount, as applicable.
Accrued Certificate Interest: With respect to each Distribution Date,
as to any Class A Certificate (other than the Class A-10, Class A-13 and Class
A-14 Certificates), any Class M Certificate, any Class B Certificate or any
Class R Certificate, one month's interest accrued 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-14
Certificates, one month's interest accrued at the related Pass-Through Rate on
the related Notional Amount thereof, or, as to any Subclass of the Class A-14
Certificates issued pursuant to Section 5.01(c), one month's interest accrued at
the related Pass-Through Rate on the related Subclass Notional Amount. With
respect to each Distribution Date, as to the Class A-10 Certificates, (i) in the
case of the Strip Components, one month's interest accrued on the related
Notional Amounts at the related Pass-Through Rate; and (ii) in the case of the
Components (other than the Strip Components), one month's interest accrued on
the amounts of such Component at the related Pass-Through Rate. 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 or Components will be reduced by the amount of (i)
Prepayment Interest Shortfalls (to the extent not offset by the Master Servicer
with a payment of Compensating Interest as provided in Section 4.01), (ii) the
interest portion (adjusted to the Net Mortgage Rate) of Realized Losses
(including Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses) not allocated solely to one or more specific
Classes of Certificates pursuant to Section 4.05, (iii) the interest portion of
Advances previously made with respect to a Mortgage Loan or REO Property which
remained unreimbursed following the Cash Liquidation or REO Disposition of such
Mortgage Loan or REO Property that were made with respect to
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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. With respect to the Class A-4 Certificates and Class A-11
Certificates and the Accrual Components on each Distribution Date that occurs
prior to the related Accretion Termination Date, interest shortfalls allocable
to such Certificates or Components on such Distribution Date will be so
allocated by reducing the amount that is added to the Certificate Principal
Balances or amounts thereof, as applicable, in respect of Accrued Certificate
Interest pursuant to Section 4.02(e) through (i). Any portion of the reductions
described in the second preceding sentence that are allocated to the Class A-14
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 third 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
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month in accordance with Section 3.07(b)) and (ii) payments which represent
early receipt of scheduled payments of principal and interest due on a date or
dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of the
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated as
of February 27, 1997, between Residential Funding and the Company relating to
the transfer and assignment of the Mortgage Loans.
Available Distribution Amount: As to any Distribution Date, an amount
equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit
in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans, (ii)
the amount of any Advance made on the immediately preceding Certificate Account
Deposit Date, (iii) any amount deposited in the Custodial Account pursuant to
Section 3.12(a) and (iv) any amount deposited in the Certificate Account
pursuant to Section 4.07, reduced by (b) the sum as of the close of business on
the immediately preceding Determination Date of (w) aggregate Foreclosure
Profits, (x) the Amount Held for Future Distribution, and (y) amounts permitted
to be withdrawn by the Master Servicer from the Custodial Account in respect of
the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$127,664.00 over (B) the aggregate amount of Bankruptcy Losses allocated solely
to one or more specific Classes of Certificates in accordance with Section 4.05.
As of any date of determination on or after the first anniversary of the Cut-off
Date, an amount equal to the excess, if any, of (1) the lesser of (a) the
Bankruptcy Amount calculated as of the close of business on the Business Day
immediately preceding the most recent anniversary of the Cut-off Date coinciding
with or preceding such date of determination (or, if such date of determination
is an anniversary of the Cut-off Date, the Business Day immediately preceding
such date of determination) (for purposes of this definition, the "Relevant
Anniversary") and (b) the greater of
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(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
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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
1997-S3" 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-I
Certificate or Class R-II 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-I Certificate or Class R-II 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
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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-14 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, plus (ii)(a) in the case
of each Class A-4 Certificate, an amount equal to the aggregate Accrued
Certificate Interest added to the Certificate Principal Balance of the Class A-4
Certificates on each Distribution Date on or prior to the Class A-4 Accretion
Termination Date pursuant to Section 4.02(e), (b) in the case of each Class A-11
Certificate, an amount equal to the aggregate Accrued Certificate Interest added
to the Certificate Principal Balance of the Class A-11 Certificates on each
Distribution Date on or prior to the Class A-11 Accretion Termination Date
pursuant to Section 4.02(f) or (c) in the case of each Class A-10 Certificate,
an amount equal to the aggregate Accrued Certificate Interest added to amounts
of the Accrual Components in on each Distribution Date on or prior to the
related Accretion Termination Dates pursuant to Section 4.02(g), (h) and (i),
minus (iii) the sum of (a)(1) with respect to each such Certificates (other than
the Class A-10 Certificates), 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) or (2) with respect to the Class A-10 Certificates, the
aggregate of all amounts previously distributed to such Class A-10 Certificates
(or any predecessor Certificates) and applied to reduce the amounts of the Class
A-10 Components A, D, F, G and H pursuant to Section 4.02(a) and (b) 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
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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-14 Certificates (or any Subclass thereof) will
have no Certificate Principal Balance.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same
designation. The initial Class A-14 Certificates and any Subclass thereof issued
pursuant to Section 5.01(c) shall be a single Class for purposes of this
Agreement.
Class A Certificate: Any one of the Class X-0, Xxxxx X-0, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11, Class A-12, Class X- 00 or Class A-14 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-14
Certificates) evidencing an interest, or, in the case of the Class A-10
Certificates, eleven separate interests, designated as a "regular interest" in
REMIC II for purposes of the REMIC Provisions. The Class A-14 Certificates will
represent the entire beneficial ownership interest in the Uncertificated REMIC
II IO Regular Interests. On and after the date of issuance of any Subclass of
Class A-14 Certificates pursuant to Section 5.01(c), any such Subclass will
represent the Uncertificated REMIC II IO Regular Interest or Interests specified
by the initial Holder of the Class A-14 Certificates.
Class A-4 Accretion Termination Date: With respect to Class A-4
Certificates, the earlier to occur of (i) the Distribution Date on which the
amount of Segment II of the Class A-2 Certificates and Class A-3 Certificates
and the amount of the Class A-10 Component F have been reduced to zero and (ii)
the Credit Support Depletion Date.
Class A-4 Accrual Distribution Amount: As defined in Section
4.02(a)(ii)(Y)(D).
Class A-10 Component A: With respect to the Class A-10 Certificates,
the Component A thereof having, on any date of determination, an amount equal to
(i) $7,499,800.00 minus (ii) the sum of (x) the aggregate of all amounts
previously distributed with respect to the Class A-10 Certificates and applied
to reduce Class A-10 Component A pursuant to Section 4.02(b), and (y) the
aggregate of all reductions in Class A-10 Component A deemed to have occurred in
connection with Realized Losses which were previously allocated to Class A-10
Component A pursuant to Section 4.05, being an uncertificated interest
representing an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
Class A-10 Component B: With respect to the Class A-10 Certificates,
the Component B thereof having a Notional Amount as set forth in this Agreement
and entitled to distributions of interest (but not principal) to the extent set
forth in this Agreement, being an uncertificated interest representing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions.
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Class A-10 Component C: With respect to the Class A-10 Certificates,
the Component C thereof having a Notional Amount as set forth in this Agreement
and entitled to distributions of interest (but not principal) to the extent set
forth in this Agreement, being an uncertificated interest representing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions.
Class A-10 Component D: With respect to the Class A-10 Certificates,
the Component D thereof having, on any date of determination, an amount equal to
(i) $9,000,000.00 minus (ii) the sum of (x) the aggregate of all amounts
previously distributed with respect to the Class A-10 Certificates and applied
to reduce Class A-10 Component D pursuant to Section 4.02(b), and (y) the
aggregate of all reductions in Class A-10 Component D deemed to have occurred in
connection with Realized Losses which were previously allocated to Class A-10
Component D pursuant to Section 4.05, being an uncertificated interest
representing an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
Class A-10 Component D Accretion Termination Date: With respect to the
Class A-10 Component D, the earlier to occur of (i) the Distribution Date on
which the amount of Segment I of the Class A-2 Certificates and Class A-3
Certificates has been reduced to zero and (ii) the Credit Support Depletion
Date.
Class A-10 Component D Accrual Distribution Amount: As defined in Section
4.02(a)(ii)(Y)(D).
Class A-10 Component E: With respect to the Class A-10 Certificates,
the Component E thereof having a Notional Amount as set forth in this Agreement
and entitled to distributions of interest (but not principal) to the extent set
forth in this Agreement, being an uncertificated interest representing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions.
Class A-10 Component F: With respect to the Class A-10 Certificates,
the Component F thereof having, on any date of determination, an amount equal to
(i) $5,246,000.00 minus (ii) the sum of (x) the aggregate of all amounts
previously distributed with respect to the Class A-10 Certificates and applied
to reduce Class A-10 Component F pursuant to Section 4.02(b), and (y) the
aggregate of all reductions in Class A-10 Component F deemed to have occurred in
connection with Realized Losses which were previously allocated to Class A-10
Component F pursuant to Section 4.05, being an uncertificated interest
representing an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
Class A-10 Component F Accretion Termination Date: With respect to
Class A-10 Component F, the earlier to occur of (i) the Distribution Date on
which the amount of Segment II of the Class A-2 Certificates and Class A-3
Certificates has been reduced to zero and (ii) the Credit Support Depletion
Date.
Class A-10 Component F Accrual Distribution Amount: As defined in Section
4.02(a)(ii)(Y)(D).
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Class A-10 Component G: With respect to the Class A-10 Certificates,
the Component G thereof having, on any date of determination, an amount equal to
(i) $19,311,000.00 minus (ii) the sum of (x) the aggregate of all amounts
previously distributed with respect to the Class A-10 Certificates and applied
to reduce Class A-10 Component G pursuant to Section 4.02(b), and (y) the
aggregate of all reductions in Class A-10 Component G deemed to have occurred in
connection with Realized Losses which were previously allocated to Class A-10
Component G pursuant to Section 4.05, being an uncertificated interest
representing an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
Class A-10 Component H: With respect to the Class A-10 Certificates,
the Component H thereof having, on any date of determination, an amount equal to
(i) $4,291,055.00 minus (ii) the sum of (x) the aggregate of all amounts
previously distributed with respect to the Class A-10 Certificates and applied
to reduce Class A-10 Component H pursuant to Section 4.02(b), and (y) the
aggregate of all reductions in Class A-10 Component H deemed to have occurred in
connection with Realized Losses which were previously allocated to Class A-10
Component H pursuant to Section 4.05, being an uncertificated interest
representing an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
Class A-10 Component H Accretion Termination Date: With respect to the
Class A-10 Component H, the earlier to occur of (i) the Distribution Date on
which the Certificate Principal Balance of the PAC II Certificates and the
amount of the Class A-10 Component G have been reduced to zero and (ii) the
Credit Support Depletion Date.
Class A-10 Component H Accrual Distribution Amount: As defined in Section
4.02(a)(ii)(Y)(D).
Class A-10 Component I: With respect to the Class A-10 Certificates,
the Component I thereof having a Notional Amount as set forth in this Agreement
and entitled to distributions of interest (but not principal) to the extent set
forth in this Agreement, being an uncertificated interest representing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions.
Class A-10 Component J: With respect to the Class A-10 Certificates,
the Component J thereof having a Notional Amount as set forth in this Agreement
and entitled to distributions of interest (but not principal) to the extent set
forth in this Agreement, being an uncertificated interest representing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions.
Class A-10 Component K: With respect to the Class A-10 Certificates,
the Component K thereof having a Notional Amount as set forth in this Agreement
and entitled to distributions of interest (but not principal) to the extent set
forth in this Agreement, being an uncertificated interest representing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions.
Class A-11 Accretion Termination Date: With respect to Class A-11
Certificates, the earlier to occur of (i) the Distribution Date on which the
Certificate Principal Balance of the PAC
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II Certificates and the amounts of the Class A-10 Component G and the Class A-10
Component H have been reduced to zero and (ii) the Credit Support Depletion
Date.
Class A-11 Accrual Distribution Amount: As defined in Section
4.02(a)(ii)(Y)(D).
Class A-13 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-13 Principal Distribution Amount: As defined in Section 4.02(b)(i).
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates or Class B-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
C and evidencing an interest designated as a "regular interest" in REMIC II 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 1.00%.
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 0.55%.
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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 0.35%.
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 REMIC II 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 3.25%.
Class M-3 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-3 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
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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 2.00%.
Class R Certificate: Any one of the Class R-I Certificates or Class R-II
Certificates.
Class R-I Certificate: Any one of the Class R-I 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 REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II 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 REMIC II for purposes of the REMIC Provisions.
Closing Date: February 27, 1997.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
Component: Any of the Class A-10 Components A, B, C, D, E, F, G, H, I, J
and K.
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 Xxx Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx
00000-0000, Attention: Residential Funding Corporation Series 1997-S3.
Credit Support Depletion Date: The first Distribution Date on which the
Senior Percentage equals 100%.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
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Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Company, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: February 1, 1997.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Defaulted Mortgage Loss: With respect to any Mortgage Loan, any loss
that is attributable to the Mortgagor's failure to make any payment of principal
or interest as required under the Mortgage Note, except that such loss shall not
include any Special Hazard Loss, Fraud Loss, Bankruptcy Loss, Extraordinary Loss
or other loss resulting from damage to the related Mortgaged Property.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by
a court of competent jurisdiction of the 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.
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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 7.500% 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 7.500%. 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 7.500% per annum and any
Mortgage Loan deemed to be a Discount Mortgage Loan pursuant to the definition
of Qualified Substitute Mortgage Loan.
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for the FHLMC, a majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v)
any other Person so designated by the Trustee based upon an Opinion of Counsel
that the holding of an Ownership Interest in a Class R Certificate by such
Person may cause REMIC I or REMIC II 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.
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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)(E) hereof), (iii) the Class A-13 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.
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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, combatting or defending against an
actual, impending or expected attack:
1. by any government or sovereign power, de jure or de facto, or by any
authority maintaining or using military, naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or forces;
(d) any weapon of war employing atomic fission or radioactive force whether
in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped
power or action taken by governmental authority in hindering,
combatting 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.
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Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01 which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.03.
Fitch: Fitch Investors Service, L.P. or its successor in interest.
FNMA: Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination after the Cut-off
Date, an amount equal to: (Y) prior to the first anniversary of the Cut-off
Date, an amount equal to 2.00% of the aggregate outstanding principal balance of
all of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of
Fraud Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination and (Z) from the first 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) 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. 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
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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 Monthly Payment Fund: As defined in Section 2.01(f).
Initial Notional Amount: With respect to the Class A-14 Certificates,
the Cut-off Date Principal Balance of the Mortgage Loans corresponding to the
Uncertificated REMIC II IO Regular Interests represented by the Class A-14
Certificates.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Master Servicer or the
Trustee and are not applied to the restoration of the related Mortgaged Property
or released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance Policy or any
successor thereto or the named insurer in any replacement policy.
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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
determination and the denominator of which is the Appraised Value of the
related Mortgaged Property.
Lockout Certificate Percentage: A fraction, expressed as a percentage,
equal to (x) the aggregate Certificate Principal Balance of the Class A-5
Certificates divided by (y) the aggregate Certificate Principal Balances of the
Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates and the
amounts of the Class A-10 Components A, D and F.
Lockout Distribution Percentage: With respect to any Distribution Date, the
percentage indicated below:
Distribution Date Lockout Distribution Percentage
March 1997 through
February 2002................. 0%
March 2002 through
February 2003................. 30% of the Lockout Certificate Percentage
March 2003 through
February 2004................. 40% of the Lockout Certificate Percentage
March 2004 through
February 2005................. 60% of the Lockout Certificate Percentage
March 2005 through
February 2006................. 80% of the Lockout Certificate Percentage
March 2006 and
thereafter.................... the Lockout Certificate Percentage
Notwithstanding the foregoing, if the Certificate Principal Balances of the
Class A-1, Class A-2, Class A-3 and Class A-4 Certificates and the amounts of
the Class A-10 Components A, D and F have been reduced to zero, the Lockout
Distribution Percentage will be equal to 100%.
Maturity Date: The latest possible maturity date, solely for purposes
of Section 1.860G- 1(a)(4)(iii) of the Treasury regulations, by which (i) the
Certificate Principal Balance of each Class of Certificates (other than the
Class A-14 Certificates which have no Certificate Principal Balance) or (ii) an
Uncertificated REMIC II IO Regular Interest, representing a regular interest in
REMIC II and the Uncertificated Principal Balance of each REMIC I Regular
Interest would be reduced to zero, which is February 25, 2027, the Distribution
Date immediately following the latest scheduled maturity date of any Mortgage
Loan.
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
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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).
Moody's: Xxxxx'x Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage
Loan, the mortgage, deed of trust or other comparable instrument creating a
first lien on an estate in fee simple or leasehold interest in real property
securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans attached hereto
as Exhibit F (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list shall set forth at a minimum the
following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property including state and zip code
("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Pool Strip Rate ("SPREAD");
(viii) the initial scheduled monthly payment of principal, if any, and interest
("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and
at which the Servicing Fee accrues ("MSTR SERV FEE");
(xii) a code "T," "BT" or "CT" under the column "LN
FEATURE," indicating that the Mortgage Loan is
secured by a second or vacation residence; and
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(xiii) a code "N" under the column "OCCP CODE," indicating
that the Mortgage Loan is secured by a non-owner
occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, each related Mortgage Note, Mortgage and Mortgage File and all
rights appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto.
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.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
Notional Amount: As of any Distribution Date, with respect to the Class
A-14 Certificates, the aggregate Stated Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC II IO Regular Interests represented by
such Class A-14 Certificate immediately prior to such date. As of any
Distribution Date, with respect to Class A-10 Component B, an amount equal to
the Certificate Principal Balance of the Class A-1 Certificates immediately
prior to such date. As of any Distribution Date, with respect to Class A-10
Component C, an amount equal to the Certificate Principal Balance of the Class
A-2 Certificates immediately prior to such date. As of any Distribution Date,
with respect to Class A-10 Component E, an amount equal to the Certificate
Principal Balance of the Class A-3 Certificates immediately prior to such date.
As of any Distribution Date, with respect to Class A-10 Component I, an amount
equal to the Certificate Principal Balance of the Class A-6 Certificates
immediately prior to such date. As of any Distribution Date, with respect to
Class A-10 Component J, an amount equal to the Certificate Principal Balance of
the Class A-7 Certificates immediately prior to such date. As of any
Distribution Date, with respect to Class A-10 Component J, an amount equal to
the Certificate Principal Balance of the Class A-8 Certificates immediately
prior to such date.
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President or a Vice President or Assistant Vice President, or a
Director or Managing Director, and by the Treasurer, the Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Company or the Master
Servicer, as the case may be, and delivered to the Trustee, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee and the Master Servicer, who may be counsel for the Company or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Permitted Transferee" or (ii) relating to the qualification of
REMIC I or REMIC II as REMICs 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-13 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 95.00% 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.
PAC Certificate: Any one of the Class A-6, Class A-7, Class A-8 or
Class A-9 Certificates.
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PAC I Certificate:Any one of the Class A-6, Class A-7 or Class A-8 Certificates.
PAC II Certificates: The Class A-9 Certificates.
PAC Portion: As defined in Section 4.02(b)(ix).
Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-10, Class A-13 and Class A-14 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 each
Component of the Class A-10 Certificates, the per annum rate set forth in the
Preliminary Statement hereto. With respect to the Class A-14 Certificates and
any Distribution Date, a rate equal to the weighted average, expressed as a
percentage, of the Pool Strip Rates of all Mortgage Loans as of the Due Date in
the month next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of such
Mortgage Loans, which Stated Principal Balances shall be the Stated Principal
Balances of such Mortgage Loans at the close of business on the immediately
preceding Distribution Date after giving effect to distributions thereon
allocable to principal to the Holders of the Certificates. With respect to the
Class A-14 Certificates and the initial Distribution Date, the Pass-Through Rate
is equal to 0.4622% per annum. With respect to any Subclass of the Class A-14
Certificates 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 II IO Regular Interests represented by
such Subclass as of the Due Date in the month next preceding the month in which
such Distribution Date occurs, weighted on the basis of the respective Stated
Principal Balances of such Mortgage Loans, which Stated Principal Balances shall
be the Stated Principal Balances of such Mortgage Loans at the close of business
on the immediately preceding Distribution Date after giving effect to
distributions thereon allocable to principal to the Holder of such Certificate
(or with respect to the initial Distribution Date, at the close of business on
the Cut-off Date). The Class A-13 Certificates have no Pass-Through Rate and are
not entitled to Accrued Certificate Interest.
Paying Agent: The First National Bank of Chicago or any successor Paying
Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate (other than a
Class R Certificate), the undivided percentage ownership interest in the related
Class evidenced by such Certificate, which percentage ownership interest shall
be equal to the Initial Certificate Principal Balance thereof or Initial
Notional Amount (in the case of the Class A-14 Certificates) divided by the
aggregate Initial Certificate Principal Balance or Initial Notional Amount, as
applicable, of all of the Certificates of the same Class. With respect to a
Class R Certificate, the interest in distributions to be made with respect to
such Class evidenced thereby, expressed as a percentage, as stated on the face
of each such Certificate.
Permitted Investments: One or more of the following:
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
(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, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity greater than 120% of the yield to
maturity at par of such underlying obligations. References herein to the highest
rating available on unsecured long-term debt shall mean AAA in the case of
Standard & Poor's and Fitch and Aaa in the case of Moody's, and references
herein to the highest rating available on unsecured commercial paper and
short-term debt obligations shall mean A-1 in the case of Standard & Poor's, P-1
in the case of Moody's and either A-1 by Standard & Poor's, P-1 by Moody's or
F-1 by Fitch in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization 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.
Planned Principal Balance: With respect to each Class of PAC
Certificates and each Distribution Date, the amount set forth for such Class on
such Distribution Date on Exhibit R hereto.
Pool Stated Principal Balance: As to any date of determination, the
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate
equal to the excess, if any, of (a) the Net Mortgage Rate of such Mortgage Loan
over (b) 7.500% per annum (but not less than 0.00% per annum).
Prepayment Assumption: A prepayment assumption of 250% of the standard
prepayment assumption, used for determining the accrual of original issue
discount and market discount and premium on the Certificates for federal income
tax purposes. The standard prepayment assumption assumes a constant rate of
prepayment of mortgage loans of 0.20% per annum of the then outstanding
principal balance of such mortgage loans in the first month of the life of the
mortgage loans, increasing by an additional 0.20% per annum in each succeeding
month until the thirtieth month, and a constant 6% per annum rate of prepayment
thereafter for the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution
Date and each Class of Class M Certificates and Class B Certificates, under the
applicable circumstances set forth below, the respective percentages set forth
below:
(i) For any Distribution Date on which any Class of Class M or Class B
Certificates are outstanding:
(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
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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
(ii) 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 (i) 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 (i) 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
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month's interest at the Net Mortgage Rate on the Stated Principal Balance of
such Mortgage Loan over the amount of interest (adjusted to the Net Mortgage
Rate) paid by the Mortgagor for such Prepayment Period to the date of such
Principal Prepayment in Full or (b) a Curtailment during the prior calendar
month, an amount equal to one month's interest at the Net Mortgage Rate on the
amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the Servicer Guide
for Residential Funding's mortgage loan purchase and conduit servicing program
and all supplements and amendments thereto published by Residential Funding from
time to time.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or at
the Net Mortgage Rate 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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan. Notwithstanding any other provisions herein, (x) with respect to
any Qualified Substitute Mortgage Loan substituted for a Deleted Mortgage Loan
which was a Discount Mortgage Loan, such Qualified Substitute Mortgage Loan
shall be deemed to be a Discount Mortgage Loan and to have a Discount Fraction
equal to the Discount Fraction of the Deleted Mortgage Loan and (y) in the event
that the "Pool Strip Rate" of any Qualified Substitute Mortgage Loan as
calculated pursuant to the definition of "Pool Strip Rate" is greater than the
Pool Strip Rate of the related Deleted Mortgage Loan (i) the Pool Strip Rate of
such Qualified Substitute Mortgage Loan shall be equal to the Pool Strip Rate of
the related Deleted Mortgage Loan for purposes of calculating the Pass-Through
Rate for the Class A-14 Certificates and (ii) the excess of the Pool Strip Rate
on such Qualified Substitute Mortgage Loan as calculated pursuant to the
definition of "Pool Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R Certificates pursuant to Section
4.02 hereof.
Rating Agency: Fitch and Standard & Poor's with respect to the Class A,
Class R and Class M-1 Certificates and Fitch with respect to the 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 the
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 has become the subject of a Deficient Valuation, the
difference between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal balance of the
Mortgage Loan as reduced by the Deficient Valuation. With respect to each
Mortgage Loan which has become the object of a Debt Service Reduction, the
amount of such Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
Regular Certificate: Any of the Certificates other than a Class R-I
Certificate or Class R-II 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 I: The segregated pool of assets, with respect to which a REMIC
election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments on and collections in respect of the
Mortgage Loans due after the Cut-off Date as shall
be on deposit in the Custodial Account or in the
Certificate Account and identified as belonging to
the Trust Fund,
(iii) property which secured a Mortgage Loan and which has
been acquired for the benefit of the
Certificateholders by foreclosure or deed in lieu of
foreclosure, and
(iv) the hazard insurance policies and Primary Insurance
Policies, if any, and certain proceeds thereof.
REMIC I Certificates: The Class R-I Certificates.
REMIC II: The segregated pool of assets consisting of the
Uncertificated REMIC I Regular Interests conveyed in trust to the Trustee for
the benefit of the holders of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11,
Class A-12, Class A-13, Class A-14, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3 and Class R-II Certificates pursuant to Section 2.06, with
respect to which a separate REMIC election is to be made.
REMIC II Certificates: Any of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A- 5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11, Class A-12, Class A-13, Class A-14, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3 and Class R-II Certificates.
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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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.
Segment I: With respect to the Class A-2 Certificates and Class A-3
Certificates, Segment I thereof having, on any date of determination, an amount
equal to $9,000,000.00 minus the
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aggregate of all amounts previously distributed with respect to the Class A-2
Certificates and Class A-3 Certificates applied to reduce Segment I pursuant to
Section 4.02(b).
Segment II: With respect to the Class A-2 Certificates and Class A-3
Certificates, Segment II thereof having, on any date of determination, an amount
equal to $10,004,000.00 minus the aggregate of all amounts previously
distributed with respect to the Class A-2 Certificates and Class A-3
Certificates applied to reduce Segment II pursuant to Section 4.02(b).
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:
Senior Accelerated
Distribution Date Distribution Percentage
March 1997 through
February 2002.................... 100%
March 2002 through
February 2003.................... Senior Percentage, plus 70% of the
Subordinate Percentage
March 2003 through
February 2004.................... Senior Percentage, plus 60% of the
Subordinate Percentage
March 2004 through
February 2005.................... Senior Percentage, plus 40% of the
Subordinate Percentage
March 2005 through
February 2006.................... Senior Percentage, plus 20% of the
Subordinate Percentage
March 2006 and
thereafter....................... Senior Percentage
provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any Distribution
Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage
Loans delinquent 60 days or more averaged over
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the last six months, as a percentage of the aggregate outstanding Certificate
Principal Balance of the Class M and Class B Certificates, is less than 50% or
(Y) the outstanding principal balance of Mortgage Loans delinquent 60 days or
more averaged over the last six months, as a percentage of the aggregate
outstanding principal balance of all Mortgage Loans averaged over the last six
months, does not exceed 2% and (2) Realized Losses on the Mortgage Loans to date
for such Distribution Date if occurring during the sixth, seventh, eighth, ninth
or tenth year (or any year thereafter) after the Closing Date are less than 30%,
35%, 40%, 45% or 50%, respectively, of the sum of the Initial Certificate
Principal Balances of the Class M Certificates and Class B Certificates or
(b)(1) the outstanding principal balance of Mortgage Loans delinquent 60 days or
more averaged over the last six months, as a percentage of the aggregate
outstanding principal balance of all Mortgage Loans averaged over the last six
months, does not exceed 4% and (2) Realized Losses on the Mortgage Loans to date
for any Distribution Date are less than 10% of the sum of the Initial
Certificate Principal Balances of the Class M Certificates and Class B
Certificates and (ii) that for any Distribution Date on which the Senior
Percentage is greater than the Original Senior Percentage, the Senior
Accelerated Distribution Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, upon the reduction of the aggregate Certificate
Principal Balance of the Class A Certificates (other than the Certificate
Principal Balance of the Class A-13 Certificates) and Class R Certificates to
zero, the Senior Accelerated Distribution Percentage shall thereafter be 0%.
Senior Interest Distribution Amount: As defined in Section 4.02(a)(i).
Senior Percentage: As of any Distribution Date, the lesser of 100% and
a fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class A Certificates (other than the Class
A-13 Certificates) and Class R 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).
Senior Support Lockout Certificates: The Class A-12 Certificates.
Senior Support Lockout Certificate Percentage: A fraction, expressed as
a percentage, equal to (x) the aggregate Certificate Principal Balance of the
Class A-12 Certificates divided by (y) the aggregate Certificate Principal
Balances of the PAC Certificates, the Class A-11 Certificates and the Class A-12
Certificates and the amounts of the TAC Components.
Senior Support Lockout Distribution Percentage: With respect to any
Distribution Date, the percentage indicated below:
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Senior Support
Distribution Date Lockout Distribution Percentage
March 1997 through
February 2002....................... 0%
March 2002 through
February 2006....................... 53% of the Senior Support Lockout
Certificate Percentage
March 2006 and
thereafter.......................... the Senior Support Lockout Certificate
Percentage
Notwithstanding the foregoing, if the Certificate Principal Balance of the PAC
Certificates and Class A-11 Certificates and the amounts of the TAC Components
have been reduced to zero, the Senior Support Lockout Distribution Percentage
will be equal to 100%.
Sequential Portion: As defined in Section 4.02(b)(viii).
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons
other than servicers of mortgage loans, reasonable compensation for such
services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$2,576,787.00 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or
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more specific Classes of Certificates in accordance with Section 4.05 and (ii)
the Adjustment Amount (as defined below) as most recently calculated. For each
anniversary of the Cut-off Date, the Adjustment Amount shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Adjustment Amount for
such anniversary) exceeds the greater of (A) the greatest of (i) twice the
outstanding principal balance of the Mortgage Loan in the Trust Fund which has
the largest outstanding principal balance on the Distribution Date immediately
preceding such anniversary, (ii) the product of 1.00% multiplied by the
outstanding principal balance of all Mortgage Loans on the Distribution Date
immediately preceding such anniversary and (iii) the aggregate outstanding
principal balance (as of the immediately preceding Distribution Date) of the
Mortgage Loans in any single five-digit California zip code area with the
largest amount of Mortgage Loans by aggregate principal balance as of such
anniversary and (B) the greater of (i) the product of 0.50% multiplied by the
outstanding principal balance of all Mortgage Loans on the Distribution Date
immediately preceding such anniversary multiplied by a fraction, the numerator
of which is equal to the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans secured by
Mortgaged Properties located in the State of California divided by the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of all of the Mortgage Loans, expressed as a percentage, and the
denominator of which is equal to 41.6% (which percentage is equal to the
percentage of Mortgage Loans initially secured by Mortgaged Properties located
in the State of California) and (ii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the largest Mortgage Loan
secured by a Mortgaged Property located in the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property suffered by such
Mortgaged Property on account of direct physical loss, exclusive of (i) any loss
of a type covered by a hazard policy or a flood insurance policy required to be
maintained in respect of such Mortgaged Property pursuant to Section 3.12(a),
except to the extent of the portion of such loss not covered as a result of any
coinsurance provision and (ii) any Extraordinary Loss.
Standard & Poor's: Standard & Poor's Ratings Services, a division of the
XxXxxx-Xxxx 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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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.
Strip Components: The Class X-00 Xxxxxxxxxx X, X, X, X, X and I.
Subclass Notional Amount: As of any Distribution Date, with respect to
any Subclass of the Class A-14 Certificates issued pursuant to Section 5.01(c),
the aggregate Stated Principal Balance of the Mortgage Loans corresponding to
the Uncertificated REMIC II IO Regular Interests represented by such Subclass
immediately prior to such date.
Subclass: With respect to the Class A-14 Certificates, any Subclass
thereof issued pursuant to Section 5.01(c). Any such Subclass will represent the
Uncertificated REMIC II IO Regular Interest or Interests specified by the
initial Holder of the Class A-14 Certificates pursuant to Section 5.01(c).
Subordinate Percentage: As of any Distribution Date, 100% minus the Senior
Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Class M Certificates and Class B
Certificates, (a) the sum of (i) the product of (x) the related Class M
Percentage or Class B Percentage for such Class and (y) the aggregate of the
amounts calculated for such Distribution Date under clauses (1), (2) and (3) of
Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Class M Certificates and Class B
Certificates then outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) to the extent such collections are not otherwise
distributed to the Senior Certificates; (iii) the product of (x) the related
Prepayment Distribution Percentage and (y) the aggregate of all Principal
Prepayments in Full and Curtailments received in the related Prepayment Period
(other than the related Discount Fraction of such Principal Payments in Full and
Curtailments with respect to a Discount Mortgage Loan) to the extent not payable
to the Senior Certificates; (iv) if such Class is the most senior Class of
Certificates then outstanding (as established in Section 4.05 hereof), any
Excess Subordinate Principal Amount for such Distribution Date; and (v) any
amounts described in clauses (i), (ii) and (iii) as determined for any previous
Distribution Date, that remain undistributed to the extent that such amounts are
not attributable to Realized Losses which have been allocated to a subordinate
Class of Class M or Class B Certificates minus (b) any Excess Subordinate
Principal Amount not payable to such Class on such Distribution Date pursuant to
the definition thereof; provided, however, that such amount shall in no event
exceed the outstanding Certificate Principal Balance of such Class of
Certificates immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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.
Super Senior Component Certificates: The Class A-10 Certificates.
Super Senior Optimal Percentage: As of any Distribution Date occurring
on or after the Credit Support Depletion Date, the fraction, expressed as a
percentage, the numerator of which is the aggregate Certificate Principal
Balance of the Super Senior Component Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate Certificate
Principal Balance of each class of Certificates (other than the Principal Only
Certificates) immediately prior to such Distribution Date.
Super Senior Optimal Principal Distribution Amount: With respect to any
Distribution Date occurring on or after the Credit Support Depletion Date, the
product of (a) the then-applicable Super Senior Optimal Percentage for such
class and (b) the Senior Principal Distribution Amount.
TAC Component: Any one of the Class A-10 Component G or the Class A-10
Component H.
Targeted Principal Balance: With respect to each of the TAC Components
and each Distribution Date, the amount set forth for such Component on such
Distribution Date on Exhibit R hereto.
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,
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net
Loss Allocation, or any successor forms, to be filed on behalf of REMIC I and
REMIC II due to their classification as REMICs 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: REMIC I and REMIC II.
Uncertificated Principal Balance: With respect to each Uncertificated
REMIC I Regular Interest on any date of determination, an amount equal to
$92,500,000.00 with respect to Uncertificated REMIC I Regular Interest Q, an
amount equal to $11,073,000.00 with respect to Uncertificated REMIC I Regular
Interest S, an amount equal to $7,931,000.00 with respect to Uncertificated
REMIC I Regular Interest T, an amount equal to $19,875,000.00 with respect to
Uncertificated REMIC I Regular Interest U, an amount equal to $16,143,000.00
with respect to Uncertificated REMIC I Regular Interest V, an amount equal to
$5,573,000.00 with respect to Uncertificated REMIC I Regular Interest W, an
amount equal to $112,677.89 with respect to Uncertificated REMIC I Regular
Interest X and amount equal to $104,470,989.34 with respect to Uncertificated
REMIC I Regular Interest Y, minus (ii) the sum of (x) the aggregate of all
amounts previously deemed distributed with respect to such interest and applied
to reduce the Uncertificated Principal Balance thereof pursuant to Section
4.08(a)(ii) and (y) the aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with Realized Losses that were
previously deemed allocated to the Uncertificated Principal Balance of such
Uncertificated REMIC I Regular Interest pursuant to Section 4.08(d).
Uncertificated REMIC I Accrued Interest: With respect to each
Distribution Date, (i) as to Uncertificated REMIC I Regular Interest Q, an
amount equal to the aggregate amount of Accrued Certificate Interest that would
result under the terms of the definition thereof on the Class A-1 Certificates
if the Pass-Through Rate on such Classes were equal to the Uncertificated REMIC
I Pass-Through Rate on Uncertificated REMIC I Regular Interest Q, (ii) as to
Uncertificated REMIC I Regular Interest S, an amount equal to the aggregate
amount of Accrued Certificate Interest that would result under the terms of the
definition thereof on the Class A-2 Certificates if the Pass-Through Rate on
such Classes were equal to the Uncertificated REMIC I Pass-Through Rate on
Uncertificated REMIC I Regular Interest S, (iii) as to Uncertificated REMIC I
Regular Interest T, an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms of the definition thereof
on the Class A-3 Certificates if the Pass-Through Rate on such Classes were
equal to the Uncertificated REMIC I Pass-Through
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
Rate on Uncertificated REMIC I Regular Interest T, (iv) as to Uncertificated
REMIC I Regular Interest U, an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms of the definition thereof
on the Class A-6 Certificates if the Pass-Through Rate on such Classes were
equal to the Uncertificated REMIC I Pass-Through Rate on Uncertificated REMIC I
Regular Interest U, (v) as to Uncertificated REMIC I Regular Interest V, an
amount equal to the aggregate amount of Accrued Certificate Interest that would
result under the terms of the definition thereof on the Class A-7 Certificates
if the Pass-Through Rate on such Classes were equal to the Uncertificated REMIC
I Pass-Through Rate on Uncertificated REMIC I Regular Interest V, (vi) as to
Uncertificated REMIC I Regular Interest W, an amount equal to the aggregate
amount of Accrued Certificate Interest that would result under the terms of the
definition thereof on the Class A-8 Certificates, if the Pass-Through Rate on
such Class were equal to the Uncertificated REMIC I Pass-Through Rate on
Uncertificated REMIC I Regular Interest W, (vii) as to Uncertificated REMIC I
Regular Interest X, an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms of the definition thereof
on the Class A-13 Certificates, if the Pass-Through Rate on such Class were
equal to the Uncertificated REMIC I Pass-Through Rate on Uncertificated REMIC I
Regular Interest X, (viii) as to Uncertificated REMIC I Regular Interest Y, an
amount equal to the aggregate amount of Accrued Certificate Interest that would
result under the terms of the definition thereof on the Class X-0, Xxxxx X-0,
Class A-9, Class A-11, Class A-12, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3 and Class R-II Certificates and the Class A-10 Components
A, D, F, G and H if the Pass-Through Rates on such Classes or Components were
equal to the Uncertificated REMIC I Pass-Through Rate on Uncertificated REMIC I
Regular Interest Y and (ix) as to each Uncertificated REMIC I IO Regular
Interest, an amount equal to the aggregate amount of Accrued Certificate
Interest that would result under the terms of the definition thereof on each
such uncertificated interest, if the Pass-Through Rate on such uncertificated
interest was equal to the related Uncertificated REMIC I Pass-Through Rate and
the notional amount of such uncertificated interest was equal to the related
Uncertificated REMIC I IO Notional Amount; provided, that any reduction in the
amount of Accrued Certificate Interest resulting from the allocation of
Prepayment Interest Shortfalls, Realized Losses or other amounts to the Class
A-14 Certificateholders pursuant to Sections 4.02(a) and 4.05 hereof shall be
allocated to the Uncertificated REMIC I IO Regular Interests pro rata in
accordance with the amount of interest accrued with respect to each related
Uncertificated REMIC I IO Notional Amount and such Distribution Date.
Uncertificated REMIC I IO Notional Amount: With respect to each
Uncertificated REMIC I IO Regular Interest, the aggregate Stated Principal
Balance of the related Mortgage Loan.
Uncertificated REMIC I IO Regular Interests: The 1,010 uncertificated
partial undivided beneficial ownership interests in REMIC I, each relating to a
particular Mortgage Loan, each having no principal balance, and each bearing
interest at the respective Uncertificated REMIC I Pass-Through Rate on the
Uncertificated REMIC I IO Notional Amount.
Uncertificated REMIC I Pass-Through Rate: With respect to each of the
Uncertificated REMIC I Regular Interests Q, S, T, U, V, W, X and Y, 7.500%,
7.500%, 7.500%, 7.500%, 7.500%, 7.500%, 0.00%, and 7.500%, respectively. With
respect to the Uncertificated REMIC I IO Regular Interests, an amount equal to
the Pool Strip Rate for the related Mortgage Loan.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
Uncertificated REMIC I Regular Interest Q: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-1 Certificates and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Certificates, and which bears interest at a rate equal to 7.500% per annum.
Uncertificated REMIC I Regular Interest S: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-2 Certificates and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Certificates, and which bears interest at a rate equal to 7.500% per annum.
Uncertificated REMIC I Regular Interest T: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-3 Certificates and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Certificates, and which bears interest at a rate equal to 7.500% per annum.
Uncertificated REMIC I Regular Interest U: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-6 Certificates and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Certificates, and which bears interest at a rate equal to 7.500% per annum.
Uncertificated REMIC I Regular Interest V: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-7 Certificates and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Certificates, and which bears interest at a rate equal to 7.500% per annum.
Uncertificated REMIC I Regular Interest W: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-8 Certificates and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Certificates, and which bears interest at a rate equal to 7.500% per annum.
Uncertificated REMIC I Regular Interest X: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-13 Certificates
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
and the denominator of which is the aggregate Certificate Principal Balance of
all of the Certificates, and which bears interest at a rate equal to 0.00% per
annum.
Uncertificated REMIC I Regular Interest Y: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-4, Class A-5, Class A-9,
Class A-11, Class A-12, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2,
Class B-3 and Class R-II Certificates and the sum of the amounts of Class A-10
Component A, D, F, G and H and the denominator of which is the aggregate
Certificate Principal Balance of all of the Certificates, and which bears
interest at a rate equal to 7.500% per annum.
Uncertificated REMIC I Regular Interests: Uncertificated REMIC I
Regular Interest Q, Uncertificated REMIC I Regular Interest S, Uncertificated
REMIC I Regular Interest T, Uncertificated REMIC I Regular Interest U,
Uncertificated REMIC I Regular Interest V, Uncertificated REMIC I Regular
Interest W, Uncertificated REMIC I Regular Interest X, Uncertificated REMIC I
Regular Interest Y and the Uncertificated REMIC I IO Regular Interests.
Uncertificated REMIC I Regular Interest Q Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest Q for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest S Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest S for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest T Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest T for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest U Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest U for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest V Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest V for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest W Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest W for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest X Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest X for such
Distribution Date pursuant to Section 4.08(a).
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
Uncertificated REMIC I Regular Interest Y Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest Y for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Distribution Amounts: The
Uncertificated REMIC I Regular Interest Q Distribution Amount, Uncertificated
REMIC I Regular Interest S Distribution Amount, Uncertificated REMIC I Regular
Interest T Distribution Amount, Uncertificated REMIC I Regular Interest U
Distribution Amount, Uncertificated REMIC I Regular Interest V Distribution
Amount, Uncertificated REMIC I Regular Interest W Distribution Amount,
Uncertificated REMIC I Regular Interest X Distribution Amount, Uncertificated
REMIC I Regular Interest Y Distribution Amount and the Uncertificated REMIC I IO
Regular Interest Distribution Amount.
Uncertificated REMIC II IO Accrued Interest: With respect to each
Distribution Date, as to each Uncertificated REMIC II IO Regular Interest, an
amount equal to the aggregate amount of Accrued Certificate Interest that would
result under the terms of the definition thereof on each such uncertificated
interest, if the Pass-Through Rate on such uncertificated interest was equal to
the related Uncertificated REMIC II IO Pass-Through Rate and the notional amount
of such uncertificated interest was equal to the related Uncertificated REMIC II
IO Notional Amount; provided, that any reduction in the amount of Accrued
Certificate Interest resulting from the allocation of Prepayment Interest
Shortfalls, Realized Losses or other amounts to the Class A-14
Certificateholders pursuant to Sections 4.02(a) and 4.05 hereof shall be
allocated to the Uncertificated REMIC II IO Regular Interests pro rata in
accordance with the amount of interest accrued with respect to each related
Uncertificated REMIC II IO Notional Amount and such Distribution Date.
Uncertificated REMIC II IO Notional Amount: With respect to each
Uncertificated REMIC II IO Regular Interest, the amount of the related
Uncertificated REMIC I IO Notional Amount.
Uncertificated REMIC II IO Pass-Through Rate: With respect to each
Uncertificated REMIC II IO Regular Interest, the related Uncertificated REMIC II
IO Regular Interest Pool Strip Rate.
Uncertificated REMIC II IO Regular Interest Pool Strip Rate: With
respect to each Uncertificated REMIC II IO Regular Interest, the Pool Strip Rate
for the related Mortgage Loan.
Uncertificated REMIC II IO Regular Interests: The 1,010 uncertificated
undivided beneficial ownership interests in REMIC II each having a principal
balance equal to $0 and each having a notional amount equal to the related
Uncertificated REMIC I IO Notional Amount of the related Uncertificated REMIC I
IO Regular Interest from time to time, and each of which bears interest on its
notional amount at a rate equal to the Pool Strip Rate for the related
Uncertificated REMIC I IO Regular Interest.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
Uncertificated REMIC II IO Regular Interest Distribution Amounts: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC II IO Regular Interests for such
Distribution Date pursuant to Section 4.09(a).
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate
whose income is subject to United States federal income tax regardless of its
source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United
States fiduciaries have the authority to control all substantial decisions of
the trust.
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-14, Class R-I and Class R-II Certificates, in proportion to the outstanding
Certificate Principal Balances of their respective Certificates; 1% of all
Voting Rights shall be allocated to the Holders of the Class A-14 Certificates
(and any Subclass thereof); and the Holders of the Class R-I Certificates and
Class R-II Certificates shall be entitled to 0.5% and 0.5% of all of the Voting
Rights, respectively, allocated among the Certificates of each such Class in
accordance with their respecti3ve Percentage Interests.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse all the right, title and
interest of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date).
(b) In connection with such assignment, except as set forth in Section
2.01(c) below, the Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more Custodians, as the duly appointed agent or
agents of the Trustee for such purpose, the following documents or instruments
(or copies thereof as permitted by this Section) with respect to each Mortgage
Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee,
or with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the Mortgage certified by the public
recording office in which such Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee
with evidence of recording indicated thereon or a copy of such
assignment certified by the public recording office in which such
assignment has been recorded;
(iv) The original recorded assignment or assignments of the
Mortgage showing an unbroken chain of title from the originator thereof
to the Person assigning it to the Trustee or a copy of such assignment
or assignments of the Mortgage certified by the public recording office
in which such assignment or assignments have been recorded; and
(v) The original of each modification, assumption agreement
or preferred loan agreement, if any, relating to such Mortgage Loan or
a copy of each modification, assumption agreement or preferred loan
agreement certified by the public recording office in which such
document has been recorded.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(iv) and (v) to the Trustee or the Custodian or Custodians,
deliver such documents to the
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
Master Servicer, and the Master Servicer shall hold such documents in trust for
the use and benefit of all present and future Certificateholders until such time
as is set forth below. Within ten Business Days following the earlier of (i) the
receipt of the original of each of the documents or instruments set forth in
Section 2.01(b)(iv) and (v) (or copies thereof as permitted by such Section) for
any Mortgage Loan and (ii) a written request by the Trustee to deliver those
documents with respect to any or all of the Mortgage Loans then being held by
the Master Servicer, the Master Servicer shall deliver a complete set of such
documents to the Trustee or the Custodian or Custodians that are the duly
appointed agent or agents of the Trustee.
On the Closing Date, the Master Servicer shall certify that it has in
its possession an original or copy of each of the documents referred to in
Section 2.01(b)(iv) and (v) which has been delivered to it by the Company. Every
six months after the Closing Date, for so long as the Master Servicer is holding
documents pursuant to this Section 2.01(c), the Master Servicer shall deliver to
(i) Xxxxx'x if it is one of the Rating Agencies, (ii) the Trustee and (iii) each
Custodian a report setting forth the status of the documents which it is
holding.
(d) In the event that in connection with any Mortgage Loan the Company
cannot deliver the Mortgage, any assignment, modification, assumption agreement
or preferred loan agreement (or copy thereof certified by the public recording
office) with evidence of recording thereon concurrently with the execution and
delivery of this Agreement solely because of a delay caused by the public
recording office where such Mortgage, assignment, modification, assumption
agreement or preferred loan agreement as the case may be, has been delivered for
recordation, the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in clause
(iii) of Section 2.01(b), except in states where, in the opinion of counsel
acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan against the
claim of any subsequent transferee or any successor to or creditor of the
Company or the originator of such Mortgage Loan. If any Assignment is lost or
returned unrecorded to the Company because of any defect therein, the Company
shall prepare a substitute Assignment or cure such defect, as the case may be,
and cause such Assignment to be recorded in accordance with this paragraph. The
Company shall promptly deliver or cause to be delivered to the Trustee or the
respective Custodian such Mortgage or assignment (or copy thereof certified by
the public recording office) with evidence of recording indicated thereon upon
receipt thereof from the public recording office or from the related
Subservicer.
Any of the items set forth in Sections 2.01(b)(iv) and (v) that may be
delivered as a copy rather than the original may be delivered in microfiche
form.
(e) It is intended that the conveyances by the Company to the Trustee
of the Mortgage Loans as provided for in this Section 2.01 and the
Uncertificated REMIC I Regular Interests as provided for in Section 2.06 be
construed as a sale by the Company to the Trustee of the Mortgage Loans and the
Uncertificated REMIC I Regular Interests for the benefit of the
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Certificateholders. Further, it is not intended that any such conveyance be
deemed to be a pledge of the Mortgage Loans and the Uncertificated REMIC I
Regular Interests by the Company to the Trustee to secure a debt or other
obligation of the Company. However, in the event that the Mortgage Loans and the
Uncertificated REMIC I Regular Interests 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 and the Uncertificated REMIC
I Regular Interests, 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 Sections 2.01 and
2.06 shall be deemed to be (1) a grant by the Company to the Trustee of a
security interest in all of the Company's right (including the power to convey
title thereto), title and interest, whether now owned or hereafter acquired, in
and to (A) the Mortgage Loans, including the related Mortgage Note, the
Mortgage, any insurance policies and all other documents in the related Mortgage
File, (B) all amounts payable pursuant to the Mortgage Loans in accordance with
the terms thereof, (C) the Uncertificated REMIC I Regular Interests and (D) any
and all general intangibles consisting of, arising from or relating to any of
the foregoing, and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other property, including
without limitation all amounts from time to time held or invested in the
Certificate Account or the Custodial Account, whether in the form of cash,
instruments, securities or other property and (2) an assignment by the Company
to the Trustee of any security interest in any and all of Residential Funding's
right (including the power to convey title thereto), title and interest, whether
now owned or hereafter acquired, in and to the property described in the
foregoing clauses (1)(A), (B), (C) and (D) granted by Residential Funding to the
Company pursuant to the Assignment Agreement; (c) the possession by the Trustee,
the Custodian or any other agent of the Trustee of Mortgage Notes or such other
items of property as constitute instruments, money, negotiable documents or
chattel paper shall be deemed to be "possession by the secured party," or
possession by a purchaser or a person designated by such secured party, for
purposes of perfecting the security interest pursuant to the Minnesota Uniform
Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction (including, without limitation, Section 9-305, 8-313 or 8-321
thereof); and (d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law.
The Company and, at the Company's direction, Residential Funding and
the Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans, the Uncertificated
REMIC I Regular Interests 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 and
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the Uncertificated REMIC I Regular Interests 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, (3) any transfer
of any interest of Residential Funding or the Company in any Mortgage Loan or
(4) any transfer of any interest of Residential Funding or the Company in any
Uncertificated REMIC I Regular Interest.
(f) The Master Servicer hereby acknowledges the receipt by it of cash
in an amount equal to $1,341,531.00 (the "Initial Monthly Payment Fund"),
representing scheduled principal amortization and interest at the Net Mortgage
Rate for the Due Date in March 1997, 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 March 1997. Notwithstanding anything herein to the
contrary, the Initial Monthly Payment Fund shall not be an asset of REMIC I or
REMIC II. 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 the Certificateholders, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it. Upon delivery of the Mortgage Files by the Company or the Master
Servicer, the Trustee shall acknowledge receipt (or, with respect to Mortgage
Loans subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(c) above. The Trustee or Custodian (such Custodian being so obligated under
a Custodial Agreement) agrees to review each Mortgage File delivered to it
pursuant to Section 2.01(c) within 45 days after receipt thereof to ascertain
that all documents required to be delivered pursuant to such Section have been
received,
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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 REMIC I at its Purchase
Price, in either case within 90 days from the date the Master Servicer was
notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the case may be, any Mortgage
Loan released pursuant hereto and thereafter such Mortgage Loan shall not be
part of the Trust Fund. It is understood and agreed that the obligation of the
Seller or the Subservicer, as the case may be, to so cure or purchase any
Mortgage Loan as to which a material defect in or omission of a constituent
document exists shall constitute the sole remedy respecting such defect or
omission available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
Section 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Company. (a) The Master Servicer hereby represents and warrants
to the Trustee for the benefit
of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized,
validly existing and in good standing under the laws governing its
creation and existence and is or will be in compliance with the laws of
each state in which any Mortgaged Property is located to the extent
necessary to ensure the enforceability of each Mortgage Loan in
accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the terms of
this Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a default (or an
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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 the 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 30 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 principal
balance of the Mortgage Loan at origination if the Loan-to-Value Ratio
is between 95.00% and 90.01%, (b) at least 17% of such balance if the
Loan-to-Value Ratio is between 90.00% and 85.01% and (c) at least 12%
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;
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
(vii) If the improvements securing a Mortgage Loan are in a
federally designated special flood hazard area, flood insurance in the
amount required under the Program Guide covers the related Mortgaged
Property (either by coverage under the federal flood insurance program
or by coverage by private insurers);
(viii) Immediately prior to the assignment of the Mortgage
Loans to the Trustee, the Company had good title to, and was the sole
owner of, each Mortgage Loan free and clear of any pledge, lien,
encumbrance or security interest (other than rights to servicing and
related compensation) and such assignment validly transfers ownership
of the Mortgage Loans to the Trustee free and clear of any pledge,
lien, encumbrance or security interest;
(ix) None of the Mortgage Loans were underwritten under a
reduced loan documentation program requiring no income verification and
no asset verification;
(x) Each Mortgagor represented in its loan application with
respect to the related Mortgage Loan that the Mortgaged Property would
be owner-occupied and therefore would not be an investor property as of
the date of origination of such Mortgage Loan. No Mortgagor is a
corporation or a partnership;
(xi) Approximately 0.1% of the Mortgage Loans by aggregate Stated Principal
Balance as of the Cut-off Date were Buydown Mortgage Loans;
(xii)Each Mortgage Loan constitutes a qualified mortgage under Section
860G(a)(3)(A) of the Code and Treasury Regulation Sections 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the
closing of each Mortgage Loan and is valid and binding and remains in
full force and effect;
(xiv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or updated
appraisals of Mortgaged Properties are obtained in connection with the
refinancing thereof), the related Seller has represented that either
(a) the value of the related Mortgaged Property as of the date the
Mortgage Loan was originated was not less than the appraised value of
such property at the time of origination of the refinanced Mortgage
Loan or (b) the Loan-to-Value Ratio of the Mortgage Loan as of the date
of origination of the Mortgage Loan generally meets the Company's
underwriting guidelines;
(xv) Interest on each Mortgage Loan is calculated on the basis of a 360-day
year consisting of twelve 30-day months; and
(xvi) One of the Mortgage Loans contains in the related
Mortgage File a Destroyed Mortgage Note.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
Upon discovery by any of the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this Section 2.03(b) which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement); provided, however, that in the
event of a breach of the representation and warranty set forth in Section
2.03(b)(xii), the party discovering such breach shall give such notice within
five days of discovery. Within 90 days of its discovery or its receipt of notice
of breach, the Company shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that the Company
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered. Any such substitution shall be
effected by the Company under the same terms and conditions as provided in
Section 2.04 for substitutions by Residential Funding. It is understood and
agreed that the obligation of the Company to cure such breach or to so purchase
or substitute for any Mortgage Loan as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach available
to the Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of the
Certificateholders all of its right, title and interest in respect of the
Assignment Agreement and each Seller's Agreement applicable to a Mortgage Loan.
Insofar as the Assignment Agreement or such Seller's Agreement relates to the
representations and warranties made by Residential Funding or the related Seller
in respect of such Mortgage Loan and any remedies provided thereunder 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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date; provided that
if the breach would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or
substitution must occur within 90 days from the date the breach was discovered.
In the event that Residential Funding elects to substitute a Qualified
Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this
Section 2.04, Residential Funding shall deliver to the Trustee for the benefit
of the Certificateholders with respect to such Qualified Substitute Mortgage
Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the
Mortgage in recordable form, and such other documents and agreements as are
required by Section 2.01, with the Mortgage Note endorsed as required by Section
2.01. No substitution will be made in any calendar month after the Determination
Date for such month. Monthly Payments due with respect to Qualified Substitute
Mortgage Loans in the month of substitution shall not be part of the Trust Fund
and will be retained by the Master Servicer and remitted by the Master Servicer
to Residential Funding on the next succeeding Distribution Date. For the month
of substitution, distributions to the Certificateholders will include the
Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter
Residential Funding shall be entitled to retain all amounts received in respect
of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be
amended the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a
Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit of
the Certificateholders to reflect the removal of such Deleted Mortgage Loan and
the substitution of the Qualified Substitute Mortgage Loan or Loans and the
Master Servicer shall deliver the amended Mortgage Loan Schedule, and, if the
Deleted Mortgage Loan was a Discount 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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of the
Trust Fund to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of the Certificateholders. If the Master Servicer is Residential
Funding, then the Trustee shall also have the right to give the notification and
require the purchase or substitution provided for in the second preceding
paragraph in the event of such a breach of a representation or warranty made by
Residential Funding in the Assignment Agreement. In connection with the purchase
of or substitution for any such Mortgage Loan by Residential Funding, the
Trustee shall assign to Residential Funding all of the right, title and interest
in respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates Evidencing
Interests in REMIC I 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 REMIC I, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Class R-I Certificates in authorized denominations which
together with the Uncertificated REMIC I Regular Interests, evidence ownership
of REMIC I. The rights of the Class R-I Certificateholders and REMIC II to
receive distributions from the proceeds of REMIC I in respect of the Class R-I
Certificates and the Uncertificated REMIC I Regular Interests, and all ownership
interests of the Class R-I Certificateholders and REMIC II in such
distributions, shall be as set forth in this Agreement.
Section 2.06. Conveyance of Uncertificated REMIC I Regular
Interests and REMIC II Regular Interests; Acceptance
by the Trustee.
The Company, as of the Closing Date, and concurrently with the
execution and delivery hereof, does hereby assign without recourse all the
right, title and interest of the Company in and to the Uncertificated REMIC I
Regular Interests and Uncertificated REMIC II Regular Interests to the Trustee
for the benefit of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12,
Class A-13, Class A-14, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2,
Class B-3 and Class R-II Certificateholders. The Trustee acknowledges receipt of
the Uncertificated REMIC I Regular Interests and the Uncertificated REMIC II
Regular Interests and declares that it holds and will hold the same in trust for
the exclusive use and benefit of all present and future Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9,
Class A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class M-1, Class
M-2, Class M-3, Class B-1,
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
Class B-2, Class B-3 and Class R-II Certificateholders. The rights of the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class
A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-14,
Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificateholders to receive distributions from the proceeds of REMIC II in
respect of the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13,
Class A-14, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and
Class R-II Certificates, and all ownership interests of the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class
A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificateholders in such distributions, shall be as set forth in this
Agreement.
Section 2.07. Issuance of Certificates Evidencing Interest in REMIC II.
The Trustee acknowledges the assignment to it of the Uncertificated
REMIC I Regular Interests and, concurrently therewith and in exchange therefor,
pursuant to the written request of the Company executed by an officer of the
Company, the Trustee has executed and caused to be authenticated and delivered
to or upon the order of the Company, the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2, Class B-3 and Class R-II Certificates in authorized
denominations evidencing ownership of the entire REMIC II.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or rerecording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a Mortgaged Property to an
Insurer, the acquisition of any property acquired by foreclosure or deed in lieu
of foreclosure, or the management, marketing and conveyance of any property
acquired by foreclosure or deed in lieu of foreclosure with respect to the
Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding the
foregoing, subject to Section 3.07(a), the Master Servicer shall not permit any
modification with respect to any Mortgage Loan that would both constitute a sale
or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code
and any proposed, temporary or final regulations promulgated thereunder (other
than in connection with a proposed conveyance or assumption of such Mortgage
Loan that is treated as a Principal Prepayment in Full pursuant to Section
3.13(d) hereof) and cause either REMIC I or REMIC II 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.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
(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, 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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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,
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.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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, 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 advance would be a
Nonrecoverable Advance. Consistent with the terms of
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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 be 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. 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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
(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.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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 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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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 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 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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
(x) to withdraw any amount deposited in the Custodial Account that was not
required to be deposited therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii),
(iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to the
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
Section 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the Company had
knowledge of such Primary Insurance Policy. The Master Servicer shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised value of the related
Mortgaged Property as determined in any appraisal thereof after the Closing
Date, or if 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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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, the Certificateholders, claims to the Insurer
under any Primary Insurance Policies, in a timely manner in accordance with such
policies, and, in this regard, to take or cause to be taken such reasonable
action as shall be necessary to permit recovery under any Primary Insurance
Policies respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any
Insurance Proceeds collected by or remitted to the Master Servicer under any
Primary Insurance Policies shall be deposited in the Custodial Account, subject
to withdrawal pursuant to Section 3.10.
Section 3.12.Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan fire insurance with extended coverage in an amount which is equal to the
lesser of the principal balance owing on such Mortgage Loan or 100 percent of
the insurable value of the improvements; provided, however, that such coverage
may not be less than the minimum amount required to fully compensate for any
loss or damage on a replacement cost basis. To the extent it may do so without
breaching the related Subservicing Agreement, the Master Servicer shall replace
any Subservicer that does not cause such insurance, to the extent it is
available, to be maintained. The Master Servicer shall also cause to be
maintained on property acquired upon foreclosure, or deed in lieu of
foreclosure, of any Mortgage Loan, fire insurance with extended coverage in an
amount which is at least equal to the amount necessary to avoid the application
of any co-insurance clause contained in the related hazard insurance policy.
Pursuant to Section 3.07, any amounts collected by the Master Servicer under any
such policies (other than amounts to be applied to the restoration or repair of
the related Mortgaged Property or property thus acquired or amounts released to
the Mortgagor in accordance with the Master Servicer's normal servicing
procedures) shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 3.10. Any cost incurred by the Master Servicer in
maintaining any such insurance shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit.
Such costs shall be recoverable by the Master Servicer out of related late
payments by the Mortgagor or out of Insurance Proceeds and Liquidation Proceeds
to the extent permitted by Section 3.10. It is understood and agreed that no
earthquake or other additional insurance is to be required of any Mortgagor or
maintained on property acquired in respect of a Mortgage Loan other than
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. Whenever the improvements
securing a Mortgage Loan are located 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).
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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, 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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
Mortgage, the Master Servicer shall not be required to enforce the
due-on-sale clause or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall both (a) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the Code (or final, temporary or proposed Treasury Regulations promulgated
thereunder) and (b) cause either REMIC I or REMIC II 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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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 neither REMIC I nor REMIC II would fail to
continue to qualify as a REMIC under the Code as a result thereof and (subject
to Section 10.01(f)) that no tax on "prohibited transactions" or "contributions"
after the Startup Day would be imposed on the REMIC as a result thereof. Any fee
collected by the Master Servicer or the related Subservicer for processing such
a request will be retained by the Master Servicer or such Subservicer as
additional servicing compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit O, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage recording taxes
or otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws;
(iii) that the Mortgage Loan following the proposed assignment will have a rate
of interest at least 0.25 percent below or above the rate of interest on such
Mortgage Loan prior to such proposed assignment; and (iv) that such assignment
is at the request of the borrower under the related Mortgage Loan. Upon approval
of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal to the unpaid principal
balance of and accrued interest on 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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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
REMIC I as an REO Property by foreclosure or by deed in lieu of foreclosure, the
deed or certificate of sale shall be issued to the Trustee or to its nominee on
behalf of the Certificateholders. Notwithstanding any such acquisition of title
and cancellation of the related Mortgage Loan, such REO Property shall (except
as otherwise expressly provided herein) be considered to be an Outstanding
Mortgage Loan held in REMIC I 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.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
(c) In the event that REMIC I acquires any REO Property as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage Loan,
the Master Servicer shall dispose of such REO Property within two years after
its acquisition by REMIC I for purposes of Section 860G(a)(8) of the Code or, at
the expense of REMIC I, request, more than 60 days before the day on which the
two-year grace period would otherwise expire, an extension of the two-year 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 REMIC I of such REO Property subsequent to
such two-year period will not result in the imposition of taxes on "prohibited
transactions" as defined in Section 860F of the Code or cause REMIC I to fail to
qualify as a REMIC at any time that any Uncertificated REMIC I Regular Interests
are outstanding, in which case REMIC I 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 REMIC I shall be rented (or allowed to continue to be rented) or
otherwise used by or on behalf of REMIC I 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
REMIC I 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
REMIC I 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, 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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
Section 3.16. Servicing and Other Compensation; Compensating Interest.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at the related Net Mortgage Rate, the Master Servicer shall be
entitled to retain therefrom and to pay to itself and/or the related Subservicer
any Servicing Fee or Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment
charges, assumption fees, late payment charges, investment income on amounts in
the Custodial Account or the Certificate Account or otherwise shall be retained
by the Master Servicer or the Subservicer to the extent provided herein, subject
to clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid,
all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid by the related
Mortgagors, and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as specifically provided
in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may
not be transferred in whole or in part except in connection with the transfer of
all of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i)
will not withdraw from the Custodial Account any such amount representing all or
a portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or
4.01(b) and (iii) will not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi).
Section 3.17. Reports to the Trustee and the Company.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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
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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.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature not later than the Business Day next preceding the Distribution Date next
following the date of such investment (except that (i) any investment in the
institution with which the Certificate Account is maintained may mature on such
Distribution Date and (ii) any other investment may mature on such Distribution
Date if the Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds immediately as realized without any
right of reimbursement.
Section 4.02. Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
the Master Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii), the amount required to be distributed to the Master Servicer or a
Subservicer pursuant to Section 4.02(a)(iii), and to each Certificateholder of
record on the next preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately available funds (by
wire transfer or otherwise) to the account of such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the Paying Agent, as
the case may be, or, if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of such Holder appearing in the Certificate
Register such Certificateholder's share (which share (A) with respect to each
Class of Certificates (other than the Class A-14 Certificates), shall be based
on the aggregate of
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
the Percentage Interests represented by Certificates of the applicable Class
held by such Holder or (B) with respect to the Class A-14 Certificates, shall be
equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to
the initial Holder of the Class A-14 Certificate or to each Holder of a Subclass
thereof, as applicable) of the following amounts, in the following order of
priority (subject to the provisions of Section 4.02(b)), in each case to the
extent of the Available Distribution Amount:
(i) to the Class A Certificateholders (other than the Class
A-13 Certificateholders), 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-14 Certificates), as applicable, for
such Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date except as provided
in the last paragraph of this Section 4.02(a) (the "Senior Interest
Distribution Amount");
(ii) (X) to the Class A-13 Certificateholders, the Class A-13 Principal
Distribution Amount; and
(Y) to the Class A Certificateholders (other than
Class A-13 Certificateholders) and Class R Certificateholders, in the
priorities and amounts set forth in Section 4.02(b)(ii) through (viii)
and Section 4.02(c), the sum of the following (applied to reduce the
Certificate Principal Balances of such Class A Certificates or Class R
Certificates, as applicable):
(A) the Senior Percentage for such Distribution Date
times the sum of the following:
(1) the principal portion of each Monthly
Payment due 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
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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) if such Distribution Date is on or prior to the
related Accretion Termination Date, the Accrued Certificate
Interest on the Class A-4 Certificates, Class A-11
Certificates and the Accrual Components that would otherwise
be distributed to such Certificates or Components on such
Distribution Date, to the extent added to the Certificate
Principal Balance of such Certificates or the amount of such
Component on such Distribution Date in accordance with
Section 4.02(e) (the "Class A-4 Accrual Distribution
Amount"), Section 4.02(f) (the "Class A-11 Accrual
Distribution Amount"), Section 4.02(g) (the "Class A-10
Component D Accrual Distribution Amount"), Section 4.02(h)
(the "Class A-10
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
Component F Accrual Distribution Amount") or Section 4.02(i) (the "Class A-10
Component H Accrual Distribution Amount");
(E) any Excess Subordinate Principal Amount for such Distribution Date; and
(F) any amounts described in subsection (ii)(Y),
clauses (A), (B), (C) or (D) 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 (F) 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-13 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-13 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;
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
(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-13 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-13 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-13 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-13 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-13 Collection Shortfalls for such
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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 and Class R Certificates, but in no
event more than the aggregate of the outstanding Certificate Principal
Balances of each such Class of Class A and Class R Certificates, and
thereafter, to each Class of Class M Certificates then outstanding
beginning with such Class with the lowest numerical designation, any
portion of the Available Distribution Amount remaining after the Class
A Certificates and Class R Certificates have been retired, applied to
reduce the Certificate Principal Balance of each such Class of Class M
Certificates, but in no event more than the outstanding Certificate
Principal Balance of each such Class of Class M Certificates; and
thereafter to each such Class of Class B Certificates then outstanding
beginning with such Class with the lowest numerical designation, any
portion of the Available Distribution Amount remaining after the Class
M Certificates have been retired, applied to reduce the Certificate
Principal Balance of each such Class of Class B Certificates, but in no
event more than the outstanding Certificate Principal Balance of each
such Class of Class B Certificates; and
(xvii) to the Class R-I 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-10 Certificates, to the extent of the Strip Components, and the
Class A-14 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-13 Certificates, until the
Certificate Principal Balance thereof is reduced to zero, an amount
(the "Class A-13 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,
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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 Final Disposition of a
Discount Mortgage Loan that did not result in any Excess
Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, an amount equal
to the lesser of (1) the applicable Discount Fraction of the
Stated Principal Balance of such Discount Mortgage Loan
immediately prior to such Distribution Date and (2) the
aggregate amount of the collections on such Discount
Mortgage Loan to the extent applied as recoveries of
principal;
(D) any amounts allocable to principal for any
previous Distribution Date (calculated pursuant to clauses
(A) through (C) above) that remain undistributed; and
(E) the amount of any Class A-13 Collection
Shortfalls for such Distribution Date and the amount of any
Class A-13 Collection Shortfalls remaining unpaid for all
previous Distribution Dates, but only to the extent of the
Eligible Funds for such Distribution Date;
(ii) an amount equal to the Class A-10 Component D Accrual
Distribution Amount shall be distributed to the Class A-2 Certificates
and Class A-3 Certificates, with such amount to be allocated in
reduction of Segment I and distributed sequentially to the Class A-2
Certificates and Class A-3 Certificates, in that order, until the
amount of Segment I has been reduced to zero;
(iii) an amount equal to the Class A-10 Component F Accrual
Distribution Amount shall be distributed to the Class A-2 Certificates
and Class A-3 Certificates, with such amount to be allocated in
reduction of Segment II and distributed sequentially to the Class A-2
Certificates and Class A-3 Certificates, in that order, until the
amount of Segment II has been reduced to zero;
(iv) an amount equal to the Class A-4 Accrual Distribution
Amount shall be distributed to the Class A-2 Certificates, Class A-3
Certificates and to the Class A-10 Component F of the Class A-10
Certificates as follows:
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(A) first, to the Class A-2 Certificates and Class
A-3 Certificates, with such amount to be allocated in
reduction of Segment II and distributed sequentially to the
Class A-2 Certificates and Class A-3 Certificates, in that
order, until the amount of Segment II has been reduced to
zero; and
(B) second, to the Class A-10 Component F, in
reduction of the amount thereof, until the amount thereof
has been reduced to zero;
(v) an amount equal to the Class A-11 Accrual Distribution
Amount shall be distributed to PAC II Certificates and to the TAC
Components of the Class A-10 Certificates as follows:
(A) first, to the PAC II Certificates, without
regard to its Planned Principal Balance, until the
Certificate Principal Balance thereof has been reduced to
zero;
(B) second, to the Class A-10 Component G, without
regard to its Targeted Principal Balance, in reduction of
the amount thereof, until the amount thereof has been
reduced to zero; and
(C) third, to the Class A-10 Component H, without
regard to its Targeted Principal Balance, in reduction of
the amount thereof, until the amount thereof has been
reduced to zero;
(vi) an amount equal to the Class A-10 Component H Accrual
Distribution Amount shall be distributed to the PAC II Certificates and
to the Class A-10 Component G of the Class A-10 Certificates as
follows:
(A) first, to the PAC II Certificates, without
regard to its Planned Principal Balance, until the
Certificate Principal Balance has been reduced to zero; and
(B) second, to the Class A-10 Component G, without
regard to its Targeted Principal Balance, in reduction of
the amount thereof, until the amount thereof has been
reduced to zero;
(vii) 62.3475143896% of the amount remaining after the
distributions, if any, described in clauses (ii) through (vi) above
(the "Sequential Portion") shall be distributed as follows:
(A) first, to the Class R-I Certificates and Class
R-II Certificates, concurrently, with the amount to be
distributed allocated to the Class R-I Certificates and
Class R-II Certificates on a pro rata basis in proportion to
their respective Certificate Principal Balances, in
reduction of the Certificate Principal Balances of such
Certificates, until their respective Certificate Principal
Balances are reduced to zero;
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(B) second, an amount equal to the Lockout
Distribution Percentage of the Sequential Portion shall be
distributed to the Lockout Certificates in reduction of the
Certificate Principal Balance thereof, until the Certificate
Principal Balance thereof has been reduced to zero;
(C) third, to the Class A-10 Certificates in respect
of the Class A-10 Component A, in reduction of the amount of
the Class A-10 Component A, until the amount thereof has
been reduced to zero;
(D) fourth, to the Class A-1 Certificates until the
Certificate Principal Balance thereof has been reduced to
zero;
(E) fifth, to the Class A-2 Certificates and Class
A-3 Certificates, with such amount to be allocated in
reduction of Segment I and distributed sequentially to the
Class A-2 Certificates and Class A-3 Certificates, in that
order, until the amount of Segment I has been reduced to
zero;
(F) sixth, to the Class A-10 Component D, in
reduction of the amount thereof, until the amount thereof
has been reduced to zero;
(G) seventh, to the Class A-2 Certificates and Class
A-3 Certificates, with such amount to be allocated in
reduction of Segment II and distributed sequentially to the
Class A-2 Certificates and Class A-3 Certificates, in that
order, until the amount of Segment II has been reduced to
zero;
(H) eighth, to the Class A-10 Certificates in
respect of Class A-10 Component F, in reduction of the
amount thereof, until the amount thereof has been reduced to
zero;
(I) ninth, to the Class A-4 Certificates until the
Certificate Principal Balance thereof has been reduced to
zero; and
(J) tenth, to the Lockout Certificates until the
Certificate Principal Balance thereof has been reduced to
zero.
(viii) 36.0000000000% of the amount remaining after the
distributions, if any, described in clauses (ii) through (vi) above
(the "PAC Portion") shall be distributed as follows:
(A) an amount equal to the Senior Support Lockout
Distribution Percentage of the PAC Portion shall be
distributed to the Senior Support Lockout Certificates in
reduction of the Certificate Principal Balance thereof,
until the Certificate Principal Balance thereof has been
reduced to zero;
(B) an amount equal to the lesser of (1) the PAC
Portion remaining after distributions pursuant to clause
(viii)(A) above and (2) the aggregate amount
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
necessary to reduce the outstanding Certificate Principal
Balances of the PAC I Certificates to their respective
Planned Principal Balances of each such class for such
Distribution Date, shall be distributed in reduction of the
Certificate Principal Balances of the classes set forth
below as follows:
(1) first, to the Class A-6 Certificates
until the Certificate Principal Balance thereof has
been reduced to its Planned Principal Balance;
(2) second, to the Class A-7 Certificates,
until the Certificate Principal Balance thereof has
been reduced to its Planned Principal Balance; and
(3) third, to the Class A-8 Certificates,
until the Certificate Principal Balance thereof has
been reduced to its Planned Principal Balance;
(C) an amount equal to the lesser of (1) the PAC
Portion remaining after distributions pursuant to clause
(viii)(B) above and (2) the aggregate amount necessary
(after giving effect to the distributions in clauses (v) and
(vi) above) to reduce the outstanding Certificate Principal
Balance of the PAC II Certificates to its Planned Principal
Balance for such Distribution Date, shall be distributed in
reduction of the Certificate Principal Balance of the PAC II
Certificates, until the Certificate Principal Balance
thereof has been reduced to its Planned Principal Balance;
(D) an amount equal to the lesser of (1) the PAC
Portion remaining after distributions pursuant to clause
(viii)(C) above and (2) the aggregate amount (after giving
effect to the distributions in clauses (v) and (vi) above)
necessary to reduce the amounts of the TAC Components to
their Targeted Principal Balances for such Distribution
Date, shall be distributed in reduction of the amounts of
the TAC Components, until such amounts have been reduced to
their Targeted Principal Balances as follows:
(1) first, to the Class A-10 Certificates in
respect of the Class A-10 Component G, in reduction
of the amount of the Class A-10 Component G, until
the amount thereof has been reduced to its Targeted
Principal Balance;
(2) second, to the Class A-10 Certificates
in respect of the Class X- 00 Component H, in
reduction of the amount of the Class A-10 Component
H, until the amount thereof has been reduced to its
Targeted Principal Balance;
(E) the balance of the PAC Portion remaining after
the distributions, if any, described in clause (viii)(D)
above shall be distributed in reduction of the Certificate
Principal Balances of the classes set forth below, without
regard to
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
their respective Planned Principal Balances or Targeted Principal Balances, as
follows:
(1) first, to the Class A-11 Certificates until the Certificate Principal
Balance thereof has been reduced to zero;
(2) second, to the Class A-9 Certificates until the Certificate
Principal Balance thereof has been reduced to zero;
(3) third, to the Class A-10 Certificates in
respect of the Class A-10 Component G, in reduction
of the amount of the Class A-10 Component G, until
the amount thereof has been reduced to zero;
(4) fourth, to the Class A-10 Certificates
in respect of the Class X- 00 Component H, in
reduction of the amount of the Class A-10 Component
H, until the amount thereof has been reduced to
zero;
(5) fifth, to the Class A-6 Certificates until the Certificate Principal
Balance thereof has been reduced to zero;
(6) sixth, to the Class A-7 Certificates until the Certificate Principal
Balance thereof has been reduced to zero;
(7) seventh, to the Class A-8 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; and
(8) eighth, to the Senior Support Lockout
Certificates until the Certificate Principal Balance
thereof has been reduced to zero.
(c) On or after the occurrence of the Credit Support Depletion Date but
prior to the reduction of the Certificate Principal Balance of the Senior
Support Lockout Certificates to zero, all priorities relating to distributions
as described above in respect of principal among the various classes of Senior
Certificates (other than the Class A-13 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-13 Certificates and the Senior Principal
Distribution Amount will be distributed among all classes of Senior Certificates
(other than the Class A-13 Certificates) pro rata in accordance with their
respective outstanding Certificate Principal Balances and the Senior Interest
Distribution Amount will be distributed as set forth in Section 4.02(a)(i)
above; provided that the aggregate amount distributable to the Super Senior
Component Certificates and the Senior Support Lockout Certificates in respect of
the aggregate Accrued Certificate Interest thereon and in respect of their
collective pro rata portion of the Senior Principal Distribution Amount will be
distributed among such Certificates in the following priority: first, to the
Super Senior Component Certificates, up to an amount equal to the Accrued
Certificate Interest thereon; second, to the Super Senior Component
Certificates, up to an amount equal to the Super Senior Optimal Principal
Distribution Amount thereof, in reduction of the Certificate Principal Balances
thereof; third, to the Senior
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Support Lockout Certificates, up to an amount equal to the Accrued Certificate
Interest thereon; and fourth, to the Senior Support Lockout Certificates, until
the Certificate Principal Balance thereof is reduced to zero.
(d) On or after the occurrence of the Credit Support Depletion Date and
upon reduction of the Certificate Principal Balance of the Senior Support
Lockout Certificates to zero, all priorities relating to distributions as
described above in respect of principal among the various classes of Senior
Certificates (other than the Principal Only Certificates) will be disregarded,
an amount equal to the Discount Fraction of the principal portion of scheduled
payments and unscheduled collections received or advanced in respect of Discount
Mortgage Loans will be distributed to the Principal Only Certificates, and the
Senior Principal Distribution Amount will be distributed to all classes of
Senior Certificates (other than the Principal Only Certificates) pro rata in
accordance with their respective outstanding Certificate Principal Balances.
(e) On each Distribution Date prior to the Class A-4 Accretion
Termination Date, an amount equal to the Accrued Certificate Interest that would
otherwise be distributed on the Class A-4 Certificates shall be added to the
Certificate Principal Balance of such Certificate; provided that if the Class
A-4 Accretion Termination Date is the Credit Support Depletion Date, the entire
amount of Accrued Certificate Interest on the Class A-4 Certificates for such
Distribution Date will be paid to the Holders of the Class A-4 Certificates. On
and after the Class A-4 Accretion Termination Date, the entire amount of Accrued
Certificate Interest on Class A-4 Certificates for such Distribution Date shall
be payable to the Holders of the Class A-4 Certificates to the extent not
required to fully reduce the amount of Segment II and the amount the Class A-10
Component F to zero on such Class A-4 Accretion Termination Date. Any such
Accrued Certificate Interest on the Class A-4 Certificates which is required to
be paid to the holders of the Class A-2 Certificates and Class A-3 Certificates
in respect of Segment II and the Class A-10 Component F on the Class A-4
Accretion Termination Date will be added to the Certificate Principal Balance of
the Class A-4 Certificates in the manner described in the first sentence of this
Section 4.02(e).
(f) On each Distribution Date prior to the Class A-11 Accretion
Termination Date, an amount equal to the Accrued Certificate Interest that would
otherwise be distributed on the Class A-11 Certificates shall be added to the
Certificate Principal Balance of such Certificate; provided that if the Class
A-11 Accretion Termination Date is the Credit Support Depletion Date, the entire
amount of Accrued Certificate Interest on the Class A-11 Certificates for such
Distribution Date will be paid to the Holders of the Class A-11 Certificates. On
and after the Class A-11 Accretion Termination Date, the entire amount of
Accrued Certificate Interest on Class A-11 Certificates for such Distribution
Date shall be payable to the Holders of the Class X- 00 Certificates to the
extent not required to fully reduce the Certificate Principal Balance of the PAC
II Certificates and the amounts of the TAC Components to zero on such Class A-11
Accretion Termination Date. Any such Accrued Certificate Interest on the Class
A-11 Certificates which is required to be paid to the holders of the PAC II
Certificates and the TAC Components on the Class A-11 Accretion Termination Date
will be added to the Certificate Principal Balance of the Class A-11
Certificates in the manner described in the first sentence of this Section
4.02(f).
(g) On each Distribution Date prior to the Class A-10 Component D
Accretion Termination Date, an amount equal to the Accrued Certificate Interest
that would otherwise be
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
distributed on the Class A-10 Certificates in respect of Class A-10 Component D
shall be added to the amount of such Component; provided that if the Class A-10
Component D Accretion Termination Date is the Credit Support Depletion Date, the
entire amount of Accrued Certificate Interest on Class A-10 Component D for such
Distribution Date will be paid in respect of Class A-10 Component D to the
Holders of the Class A-10 Certificates. On and after the Class A-10 Component D
Accretion Termination Date, the entire amount of Accrued Certificate Interest on
Class A-10 Component D for such Distribution Date shall be payable in respect of
Class A-10 Component D to the Holders of the Class A-2 Certificates and Class
A-3 Certificate in respect of Segment I to the extent not required to fully
reduce the amount of Segment I to zero on such Class A-10 Component D Accretion
Termination Date. Any such Accrued Certificate Interest on Class A-10 Component
D which is required to be paid to the holders of the Class A-2 Certificates and
Class A-3 Certificates in respect of Segment I on the Class A-10 Component D
Accretion Termination Date will be added to the amount of Class A-10 Component D
in the manner described in the first sentence of this Section 4.02(g).
(h) On each Distribution Date prior to the Class A-10 Component F
Accretion Termination Date, an amount equal to the Accrued Certificate Interest
that would otherwise be distributed on the Class A-10 Certificates in respect of
Class A-10 Component F shall be added to the amount of such Component; provided
that if the Class A-10 Component F Accretion Termination Date is the Credit
Support Depletion Date, the entire amount of Accrued Certificate Interest on
Class A-10 Component F for such Distribution Date will be paid in respect of
Class A-10 Component F to the Holders of the Class A-10 Certificates. On and
after the Class A-10 Component F Accretion Termination Date, the entire amount
of Accrued Certificate Interest on Class A-10 Component F for such Distribution
Date shall be payable in respect of Class A-10 Component F to the Holders of the
Class A-2 Certificates and Class A-3 Certificate in respect of Segment II to the
extent not required to fully reduce the amount of Segment II to zero on such
Class A-10 Component F Accretion Termination Date. Any such Accrued Certificate
Interest on Class A-10 Component F which is required to be paid to the holders
of the Class A-2 Certificates and Class A-3 Certificates in respect of Segment
II on the Class A-10 Component F Accretion Termination Date will be added to the
amount of Class A-10 Component F in the manner described in the first sentence
of this Section 4.02(h).
(i) On each Distribution Date prior to the Class A-10 Component H
Accretion Termination Date, an amount equal to the Accrued Certificate Interest
that would otherwise be distributed on the Class A-10 Certificates in respect of
Class A-10 Component H shall be added to the amount of such Component; provided
that if the Class A-10 Component H Accretion Termination Date is the Credit
Support Depletion Date, the entire amount of Accrued Certificate Interest on
Class A-10 Component H for such Distribution Date will be paid in respect of
Class A-10 Component H to the Holders of the Class A-10 Certificates. On and
after the Class A-10 Component H Accretion Termination Date, the entire amount
of Accrued Certificate Interest on Class A-10 Component H for such Distribution
Date shall be payable in respect of Class A-10 Component H to the Holders of the
PAC II Certificates and the Class A-10 Component G to the extent not required to
fully retire the PAC II Certificates and reduce the amount of the Class A-10
Component G to zero on such Class A-10 Component H Accretion Termination Date.
Any such Accrued Certificate Interest on Class A-10 Component H which is
required to be paid to the holders of the TAC Certificates or the Class A-10
Component G on the Class A-10 Component
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H Accretion Termination Date will be added to the amount of Class A-10 Component
H in the manner described in the first sentence of this Section 4.02(i).
(j) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such Realized Loss was determined to have occurred the
Master Servicer receives amounts, which the Master Servicer reasonably believes
to represent subsequent recoveries (net of any related liquidation expenses), or
determines that it holds surplus amounts previously reserved to cover estimated
expenses, specifically related to such Mortgage Loan (including, but not limited
to, recoveries in respect of the representations and warranties made by the
related Seller pursuant to the applicable Seller's Agreement), the Master
Servicer shall distribute such amounts to the Class or Classes to which such
Realized Loss was allocated, if applicable (with the amounts to be distributed
allocated among such Classes in the same proportions as such Realized Loss was
allocated), and within each such Class to the Certificateholders of record as of
the Record Date immediately preceding the date of such distribution (or if such
Class of Certificates is no longer outstanding, to the Certificateholders of
record at the time that such Realized Loss was allocated); provided that no such
distribution to any Class of Certificates of subsequent recoveries related to a
Mortgage Loan shall exceed, either individually or in the aggregate and together
with any other amounts paid in reimbursement therefor, the amount of the related
Realized Loss that was allocated to such Class of Certificates. Notwithstanding
the foregoing, no such distribution shall be made with respect to the
Certificates of any Class to the extent that either (i) such Class was protected
against the related Realized Loss pursuant to any instrument or fund established
under Section 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-14 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-14 Certificates, to the Class
A-14 Certificates or any Subclass thereof to which the related Realized Loss (or
portion thereof) was previously allocated. Any amounts to be so distributed
shall not be remitted to or distributed from the Trust Fund, and shall
constitute subsequent recoveries with respect to Mortgage Loans that are no
longer assets of the Trust Fund.
(k) 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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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.
(l) 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;
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
(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 on the Class A-14
Certificates and each Subclass, if any, thereof;
(xiii) the occurrence of the Credit Support Depletion Date
and the Class A-4 Accretion Termination Date, Class A-11 Accretion
Termination Date, Class A-10 Component D Accretion Termination Date,
Class A-10 Component F Accretion Termination Date or Class A-10
Component H Accretion Termination Date;
(xiv) the Senior Accelerated Distribution Percentage applicable to such
distribution;
(xv) the Senior Percentage, Lockout Certificate Percentage, Lockout
Distribution Percentage, Senior Support Lockout Certificate Percentage and
Senior Support Lockout Distribution Percentage for such Distribution Date; (xvi)
the aggregate amount of Realized Losses for such Distribution Date;
(xvii) the aggregate amount of any recoveries on previously foreclosed
loans from Sellers due to a breach of representation or warranty;
(xviii) the weighted average remaining term to maturity of
the Mortgage Loans after giving effect to the amounts distributed on
such Distribution Date; and
(xix) the weighted average Mortgage Rates of the Mortgage
Loans after giving effect to the amounts distributed on such
Distribution Date.
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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,
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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 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.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
The Trustee shall deposit all funds it receives pursuant to this
Section 4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine
the total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Debt Service Reduction, Deficient Valuation or REO Disposition that
occurred during the related Prepayment Period. 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-13 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-13
Certificates) and 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-13 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-13
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-13 Certificates), Class M,
Class B and Class R Certificates on a pro rata basis, as described below; except
that the principal portion of Defaulted Mortgage Losses otherwise allocable to
the Super Senior Component Certificates will be allocated to the Senior Support
Lockout Certificates until the Certificate Principal Balance thereof is reduced
to zero.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss; provided that (i) in determining the
Certificate Principal Balance of the Class A-4 Certificates for the purpose of
allocating any portion of a Realized Loss thereto, the Certificate Principal
Balance of the Class A-4 Certificates shall be deemed to be equal to the lesser
of (a) the original Certificate Principal Balance of such Certificate and (b)
the Certificate Principal Balance of such Certificate prior to giving effect to
distributions to be made on such Distribution Date; (ii)
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in determining the Certificate Principal Balance of the Class A-11 Certificates
for the purpose of allocating any portion of a Realized Loss thereto, the
Certificate Principal Balance of the Class A-11 Certificates shall be deemed to
be equal to the lesser of (a) the original Certificate Principal Balance of such
Certificate and (b) the Certificate Principal Balance of such Certificate prior
to giving effect to distributions to be made on such Distribution Date; and
(iii) in determining the Certificate Principal Balance of the Class A-10
Certificates for the purpose of allocating any portion of a Realized Loss
thereto, the Certificate Principal Balance of the Class A-10 Certificates shall
be deemed to be equal to the sum of the amounts of the Class A-10 Component A,
D, F, G and H and the amounts of the Class A-10 Component D, F and H shall be
deemed to be, as determined for each such Component, the lesser of (i) the
original amount of such Components and (ii) the amounts of such Component prior
to giving effect to distributions to be made on such Distribution Date. 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 A-10 Certificates shall
be made to the amounts of the Components (other than the Strip Components) on a
pro rata basis. Any allocation of the interest portion of Realized Losses to the
Class A-10 Certificates shall be made to the amounts of the Accrued Certificate
Interest in respect of each Strip Components on a pro rata basis. Any allocation
of the principal portion of Realized Losses (other than Debt Service Reductions)
to the Class B Certificates or, after the Certificate Principal Balances of the
Class B Certificates have been reduced to zero, to the Class of Class M
Certificates then outstanding with the highest numerical designation shall be
made by operation of the definition of "Certificate Principal Balance" and by
operation of the provisions of Section 4.02(a). Allocations of the interest
portions of Realized Losses shall be made by operation of the definition of
"Accrued Certificate Interest" and by operation of the provisions of Section
4.02(a). Allocations of the principal portion of Debt Service Reductions shall
be made by operation of the provisions of Section 4.02(a). All Realized Losses
and all other losses allocated to a Class of Certificates hereunder will be
allocated among the Certificates of such Class in proportion to the Percentage
Interests (other than the Class A-14 Certificates) evidenced thereby. All
Realized Losses and all other losses allocated to the Class A-14 Certificates
hereunder will be allocated to the Class A-14 Certificates and, if any
Subclasses thereof have been issued pursuant to Section 5.01(c), such Realized
Losses and other losses shall be allocated among the Subclasses of such Class as
set forth in the definition of Accrued Certificate Interest.
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.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan from
the Trustee at the Purchase Price therefor. If at any time the Master Servicer
makes a payment to the Certificate Account covering the amount of the Purchase
Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee
a certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer, the Trustee, REMIC I or REMIC
II 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.
Section 4.08. Distributions on the Uncertificated REMIC I Regular Interests.
(a) On each Distribution Date the Trustee shall be deemed to
distribute to itself, as the holder of the Uncertificated REMIC I Regular
Interests, the Uncertificated REMIC I Regular Interest Distribution Amounts in
the following order of priority to the extent of the Available Distribution
Amount reduced by distributions made to the Class R-I Certificates pursuant to
Section 4.02(a):
(i) Uncertificated REMIC I Accrued Interest on the
Uncertificated REMIC I Regular Interests for such Distribution Date,
plus any Uncertificated REMIC I Accrued Interest thereon remaining
unpaid from any previous Distribution Date; and
(ii) In accordance with the priority set forth in Section
4.08(b), an amount equal to the sum of the amounts in respect of
principal distributable on the Class X-0, Xxxxx X-0, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-11,
Class A-12, Class A-13, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3 and Class R-II Certificates and Class A-10
Component A, D, F, G and H under Section 4.02(a), as allocated thereto
pursuant to Section 4.02(b).
(b) The amount described in Section 4.08(a)(ii) shall be deemed
distributed to (i) Uncertificated REMIC I Regular Interest Q, (ii)
Uncertificated REMIC I Regular Interest S, (iii) Uncertificated REMIC I Regular
Interest T, (iv) Uncertificated REMIC I Regular Interest U, (v)
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Uncertificated REMIC I Regular Interest V, (vi) Uncertificated REMIC I Regular
Interest W, (vii) Uncertificated REMIC I Regular Interest X and (viii)
Uncertificated REMIC I Regular Interest Y with the amount to be distributed
allocated among such interests in accordance with the priority assigned to the
(i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3
Certificates, (iv) Class A-6 Certificates, (v) Class A-7 Certificates, (vi)
Class A-8 Certificates, (vii) Class A-13 Certificates and (viii) Class A-4,
Class X-0, Xxxxx X-0, Class A-11, Class A-12, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3 and Class R-II Certificates and Class A-10
Component A, D, F, G and H, respectively, under Section 4.02(b) until the
Uncertificated Principal Balance of each such interest is reduced to zero.
(c) The portion of the Uncertificated REMIC I Regular Interest
Distribution Amounts described in Section 4.08(a)(ii) shall be deemed
distributed by REMIC I to REMIC II in accordance with the priority assigned to
the REMIC II Certificates relative to that assigned to the REMIC I Certificates
under Section 4.02(b).
(d) In determining from time to time the Uncertificated REMIC I Regular
Interest Q Distribution Amount, Uncertificated REMIC I Regular Interest S
Distribution Amount, Uncertificated REMIC I Regular Interest T Distribution
Amount, Uncertificated REMIC I Regular Interest U Distribution Amount,
Uncertificated REMIC I Regular Interest V Distribution Amount, Uncertificated
REMIC I Regular Interest W Distribution Amount, Uncertificated REMIC I Regular
Interest X Distribution Amount, Uncertificated REMIC I Regular Interest Y
Distribution Amount and Uncertificated REMIC I IO Regular Interest Distribution
Amount, Realized Losses allocated to the Class A-1 Certificates and the Class
A-10 Component B under Section 4.05 shall be deemed allocated to Uncertificated
REMIC I Regular Interest S; Realized Losses allocated to the Class A-2
Certificates and the Class A-10 Component C under Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interest S; Realized Losses
allocated to the Class A-3 Certificates and the Class A-10 Component E under
Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular
Interest T; Realized Losses allocated to the Class A-6 Certificates and the
Class A-10 Component I under Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest T; Realized Losses allocated to the
Class A-7 Certificates and the Class A-10 Component J under Section 4.05 shall
be deemed allocated to Uncertificated REMIC I Regular Interest U; Realized
Losses allocated to the Class A-8 Certificates and the Class A-10 Component K
under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular
Interest V; Realized Losses allocated to the Class A-8 Certificates and the
Class A-10 Component K under Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest W; Realized Losses allocated to the
Class A-13 Certificates under Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest X; Realized Losses allocated to the
Class X-0, Xxxxx X-0, Class A-7, Class A-8, Class A-9, Class A-10 (to the extent
of Class A-10 Components A, D, F, G and H), Class A-11, Class A-12, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class R-I and Class R-II
Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC I Regular Interest Y; and Realized Losses allocated to the Uncertificated
REMIC II IO Regular Interests pursuant to Section 4.09 shall be deemed allocated
to the Uncertificated REMIC I IO Regular Interests.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
(e) On each Distribution Date the Trustee shall be deemed to distribute
from REMIC II, in the priority set forth in Sections 4.02(a) and (b), to the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13,
Uncertificated REMIC II IO Regular Interests, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3 and Class R-II Certificates the amounts
distributable thereon, from the Uncertificated REMIC I Regular Interest
Distribution Amounts deemed to have been received by REMIC II from REMIC I under
this Section 4.08. The amount deemed distributable hereunder with respect to the
Class A-14 Certificates shall equal 100% of the amounts payable with respect to
the Uncertificated REMIC II IO Regular Interests.
(f) Notwithstanding the deemed distributions on the Uncertificated
REMIC I Regular Interests described in this Section 4.08, distributions of funds
from the Certificate Account shall be made only in accordance with Section 4.02.
Section 4.09.Distributions on the Uncertificated REMIC II IO Regular Interests.
(a) On each Distribution Date, the Trustee shall be deemed to
distribute to itself, as the holder of the Uncertificated REMIC II IO Regular
Interests, Uncertificated REMIC II IO Accrued Interest on the Uncertificated
REMIC II IO Regular Interests for such Distribution Date, plus any
Uncertificated REMIC II IO Accrued Interest thereon remaining unpaid from any
previous Distribution Date.
(b) In determining from time to time the Uncertificated REMIC II IO
Regular Interest Distribution Amounts, Realized Losses allocated to the Class
A-14 Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC II IO Regular Interests on a pro rata basis based on the Uncertificated
REMIC II IO Accrued Interest for the related Distribution Date.
(c) On each Distribution Date, the Trustee shall be deemed to
distribute from the Trust Fund, in the priority set forth in Sections 4.02(a),
to the Class A-14 Certificates, the amounts distributable thereon from the
Uncertificated REMIC II IO Regular Interest Distribution Amounts deemed to have
been received by the Trustee from the Trust Fund under this Section 4.09. The
amount deemed distributable hereunder with respect to the Class A-14
Certificates shall equal 100% of the amounts payable with respect to the
Uncertificated REMIC II IO Regular Interests.
(d) Notwithstanding the deemed distributions on the Uncertificated
REMIC II IO Regular Interests described in this Section 4.09, distributions of
funds from the Certificate Account shall be made only in accordance with Section
4.02.
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ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates,
respectively, shall be substantially in the forms set forth in Exhibits A, B, C
and D and shall, on original issue, be executed and delivered by the Trustee to
the Certificate Registrar for authentication and delivery to or upon the order
of the Company and in the case of any Certificates issued on the Closing Date,
upon receipt by the Trustee or one or more Custodians of the documents specified
in Section 2.01. The Certificates, other than the Variable Strip Certificates
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, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-11 and Class A-12 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-10, Class A-13, Class M-1, 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-10 $ 25,855.00
Class A-13 $ 25,677.89
Class M-1 $ 25,400.00
Class M-3 $250,700.00
Class B-1 $250,500.00
Class B-2 $250,300.00
Class B-3 $250,034.34
The Class R Certificates shall be issuable in minimum denominations of
not less than a 20% Percentage Interest (except as provided in Section 5.01(c)
with respect to the Class A-14 Certificates); provided, however, that one Class
R-I Certificate and one Class R-II Certificate will be issuable to Residential
Funding as "tax matters person" pursuant to Section 10.01(c) and (e) in a
minimum denomination representing a Percentage Interest of not less than 0.01%.
Each Subclass of the Class A-14 Certificates shall be issuable in minimum
denominations of not less than a 100% Percentage Interest, except as provided in
Section 5.01(c).
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such
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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-10, Class A-13 and
Class A-14 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 Certificate
Owners shall hold their respective Ownership Interests in and to each of the
Class A Certificates, other than the Class A-10, Class A-13 and Class A-14
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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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-14 Certificates may exchange such Holder's Class A-14 Certificates
for Subclasses of Class A-14 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 II IO Regular Interests corresponding to
the Class A-14 Certificates so surrendered for exchange. Any Subclass so issued
shall bear a numerical designation commencing with Class A-14-1 and continuing
sequentially thereafter, and will evidence ownership of the Uncertificated II IO
REMIC I Regular Interest or Interests specified in writing by such initial
Holder to the Trustee. Each Subclass so issued shall be substantially in the
form set forth in Exhibit A and shall, on original issue, be executed and
delivered by the Trustee to the Certificate Registrar for authentication and
delivery in accordance with Section 5.01(a). Every Certificate presented or
surrendered for transfer or exchange shall ( is do 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.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be appointed by the Trustee in accordance with the provisions of
Section 8.12 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein
provided. The Trustee is initially appointed Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided. The Certificate Registrar, or the Trustee, shall provide the
Master Servicer with a certified list of Certificateholders as of each Record
Date prior to the related Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class A-10, Class A-13, Class A-14, Class
M, Class B or Class R Certificate, upon satisfaction of the conditions set forth
below, the Trustee shall execute and the Certificate Registrar shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of a like Class and aggregate
Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class (or
Subclass) and aggregate Percentage Interest, upon surrender of the Certificates
to be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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 A-10
Certificate or 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 A-10 Certificate or Class B
Certificate is to be made either (i)(A) the Trustee shall require a written
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee and the Company that such transfer may be made pursuant to an exemption,
describing the applicable exemption and the basis therefor, from said Act and
laws or is being made pursuant to said Act and laws, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or the Master Servicer;
provided that such Opinion of Counsel will not be required in connection with
the initial transfer of any such Certificate by the Company or any Affiliate
thereof to an Affiliate of the Company and (B) the Trustee shall require the
transferee to execute a representation letter, substantially in the form of
Exhibit J hereto, and the Trustee shall require the transferor to execute a
representation letter, substantially in the form of Exhibit K hereto, each
acceptable to and in form and substance satisfactory to the Company and the
Trustee certifying to the Company and the Trustee the facts surrounding such
transfer, which representation letters shall not be an expense of the Trustee,
the Company or the Master Servicer; provided, however, that such representation
letters will not be required in connection with any transfer of any such
Certificate by the Company or any Affiliate thereof to an Affiliate of the
Company, and the Trustee shall be entitled to conclusively rely upon a
representation (which, upon the request of the Trustee, shall be written
representation) from the Company, of the status of such transferee as an
Affiliate of the Company or (ii) the prospective transferee of such a
Certificate shall be required to provide the Trustee, the Company and the Master
Servicer with an investment letter substantially in the form of Exhibit L
attached hereto (or such other form as the Company in its sole discretion deems
acceptable), which investment letter shall not be an expense of the Trustee, the
Company or the Master Servicer, and which investment letter states that, among
other things, such transferee (A) is a "qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (B) is aware
that the proposed transferor intends to rely on the exemption from registration
requirements under the Securities Act of 1933, as amended, provided by Rule
144A. The Holder of any such Certificate desiring to effect any such transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the Certificate Registrar against
any liability that may result if the transfer, sale, pledge or other disposition
is not so exempt or is not made in accordance with such federal and state laws.
(e) In the case of any Senior Support Lockout, Class M, Class B or
Class R Certificate presented for registration in the name of any Plan subject
to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Code (or comparable provisions of any subsequent
enactments), any Person acting, directly or indirectly, on behalf of any such
Plan or any Person acquiring such Certificates with "plan assets" of a Plan
within the meaning of the Department of Labor regulation promulgated at 29
C.F.R. ss.2510.3-101, the prospective transferee shall provide the Trustee, the
Company and the Master Servicer with either
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(i) an Opinion of Counsel acceptable to and in form and substance satisfactory
to the Trustee, the Company and the Master Servicer to the effect that the
purchase of Certificates is permissible under applicable law, will not
constitute or result in any prohibited transaction under ERISA or Section 4975
of the Code and will not subject the Trustee, the Company or the Master Servicer
to any obligation or liability (including obligations or liabilities under ERISA
or Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee, the Company or
the Master Servicer or (ii) in lieu of such Opinion of Counsel, a certification
in the form of Exhibit J-2 to this Agreement (with respect to any Senior Support
Lockout, Class M or Class B Certificate or a certification to the effect set
forth in paragraph 5 of Exhibit I-1 (with respect to any Class R Certificate)
which the Trustee may rely upon without further inquiry or investigation;
provided, however, that such Opinion of Counsel or certification will not be
required in connection with the initial transfer of any such Certificate by the
Company or any Affiliate thereof to an Affiliate of the Company (in which case,
the Company or any Affiliate thereof shall have deemed to have represented that
such Affiliate is not a Plan or a Person investing "plan assets" of any Plan)
and the Trustee shall be entitled to conclusively rely upon a representation
(which, upon the request of the Trustee, shall be a written representation) from
the Company of the status of such transferee as an Affiliate of the Company. So
long as the Senior Support Lockout Certificates are Book-Entry Certificates, any
purchaser of a Senior Support Lockout Certificate will be deemed to have
represented by such purchase that either (a) such purchaser is not an employee
benefit plan or other plan subject to the prohibited transaction provisions of
ERISA or Section 4975 of the Code and is not purchasing such Certificates on
behalf of or with "plan assets" of any Plan or (b) the purchase of any such
Certificate by or on behalf of or with "plan assets" of any Plan is permissible
under applicable law, will not result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code, and will not subject the Master
Servicer, the Company or the Trustee to any obligation in addition to those
undertaken in this Agreement.
(g) (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
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is not acquiring its Ownership Interest in the Class R Certificate that
is the subject of the proposed Transfer as a nominee, trustee or agent
for any Person who is not a Permitted Transferee, that for so long as
it retains its Ownership Interest in a Class R Certificate, it will
endeavor to remain a Permitted Transferee, and that it has reviewed the
provisions of this Section 5.02(f) and agrees to be bound by them, and
(II) a certificate, in the form attached hereto as Exhibit I-2, from
the Holder wishing to transfer the Class R Certificate, in form and
substance satisfactory to the Master Servicer, representing and
warranting, among other things, that no purpose of the proposed
Transfer is to impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned to this Agreement
has actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Class R
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest
in a Class R Certificate shall agree (x) to require a Transfer
Affidavit and Agreement from any other Person to whom such Person
attempts to transfer its Ownership Interest in a Class R Certificate
and (y) not to transfer its Ownership Interest unless it provides a
certificate to the Trustee in the form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership Interest
in a Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of Temporary Treasury
Regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf of, a
"pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R Certificate
only if it shall have received the Transfer Affidavit and Agreement, a
certificate of the Holder requesting such transfer in the form attached hereto
as Exhibit I-2 and all of such other documents as shall have been reasonably
required by the Trustee as a condition to such registration. Transfers of the
Class R Certificates to Non-United States Persons and Disqualified Organizations
(as defined in Section 860E(e)(5) of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a holder of a
Class R Certificate, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a Non-United States Person shall become a holder of a
Class R Certificate, then the last preceding United States Person shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a transfer of a Class R Certificate is disregarded
pursuant to the provisions of Treasury Regulation Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such
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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
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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.
(h) 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.
(i) 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.
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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
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Date on which the purchase pursuant to Section 5.06(a) is to be made, in
immediately available funds, an amount equal to the purchase price for the
Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of one month's Accrued Certificate Interest thereon and any
previously unpaid Accrued Certificate Interest with respect thereto.
(d) In the event that any Certificateholders do not surrender their
Certificates on or before the Distribution Date on which a purchase pursuant to
this Section 5.06 is to be made, the Trustee shall on such date cause all funds
in the Certificate Account deposited therein by the Master Servicer or the
Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom
and deposited in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as applicable, shall
give a second written notice to such Certificateholders to surrender their
Certificates for payment of the purchase price therefor. If within six months
after the second notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as directed by the Master
Servicer or the Company, as applicable, to contact the Holders of such
Certificates concerning surrender of their Certificates. The costs and expenses
of maintaining the escrow account and of contacting Certificateholders shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any Certificates shall not have been surrendered for
cancellation in accordance with this Section 5.06, the Trustee shall pay to the
Master Servicer or the Company, as applicable, all amounts distributable to the
Holders thereof and the Master Servicer or the Company, as applicable, shall
thereafter hold such amounts until distributed to such Holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Master Servicer or the Company, as applicable, as a
result of such Certificateholder's failure to surrender its Certificate(s) for
payment in accordance with this Section 5.06. Any Certificate that is not
surrendered on the Distribution Date on which a purchase pursuant to this
Section 5.06 occurs as provided above will be deemed to have been purchased and
the Holder as of such date will have no rights with respect thereto except to
receive the purchase price therefor minus any costs and expenses associated with
such escrow account and notices allocated thereto. Any Certificates so purchased
or deemed to have been purchased on such Distribution Date shall remain
outstanding hereunder. The Master Servicer or the Company, as applicable, shall
be for all purposes the Holder thereof as of such date.
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ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01.Respective Liabilities of the Company and the Master Servicer.
The Company and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Company and the Master Servicer herein. By
way of illustration and not limitation, the Company is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Company or the
Master Servicer; Assignment of Rights and Delegation
of Duties by Master Servicer.
(a) The Company and the Master Servicer will each keep in full effect
its existence, rights and franchises as a corporation under the laws of the
state of its incorporation, and will each obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Company or the Master Servicer shall be a party, or
any Person succeeding to the business of the Company or the Master Servicer,
shall be the successor of the Company or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
FNMA or FHLMC; and provided further that each Rating Agency's ratings, if any,
of the Class A, Class M, Class B or Class R Certificates in effect immediately
prior to such merger or consolidation will not be qualified, reduced or
withdrawn as a result thereof (as evidenced by a letter to such effect from each
Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04
to the contrary, the Master Servicer may assign its rights and delegate its
duties and obligations under this Agreement; provided that the Person accepting
such assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the
Trustee and the Company, is willing to service the Mortgage Loans and executes
and delivers to the Company and the Trustee an agreement, in form and substance
reasonably satisfactory to the Company and the Trustee, which contains an
assumption by such Person of the due and punctual performance and observance of
each 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
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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.
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Subject to the provisions of Section 6.02, neither the Company nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
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ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to
be distributed to the Holders of Certificates of any Class any
distribution required to be made under the terms of the Certificates of
such Class and this Agreement and, in either case, such failure shall
continue unremedied for a period of 5 days after the date upon which
written notice of such failure, requiring such failure to be remedied,
shall have been given to the Master Servicer by the Trustee or the
Company or to the Master Servicer, the Company and the Trustee by the
Holders of Certificates of such Class evidencing Percentage Interests
aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in
any material respect any other of the covenants or agreements on the
part of the Master Servicer contained in the Certificates of any Class
or in this Agreement and such failure shall continue unremedied for a
period of 30 days (except that such number of days shall be 15 in the
case of a failure to pay the premium for any Required Insurance Policy)
after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Master Servicer by
the Trustee or the Company, or to the Master Servicer, the Company and
the Trustee by the Holders of Certificates of any Class evidencing, in
the case of any such Class, Percentage Interests aggregating not less
than 25%; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or
similar law or appointing a conservator or receiver or liquidator in
any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Master
Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of
a conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities, or similar proceedings
of, or relating to, the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take
advantage of, or commence a voluntary case under, any applicable
insolvency or reorganization statute, make an
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assignment for the benefit of its creditors, or voluntarily suspend payment
of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant
to Section 4.04(b) that it is unable to deposit in the Certificate
Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Company or the Trustee may, and
at the direction of Holders of Certificates entitled to at least 51% of the
Voting Rights, the Trustee shall, by notice in writing to the Master Servicer
(and to the Company if given by the Trustee or to the Trustee if given by the
Company), terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder. If an Event of Default
described in clause (vi) hereof shall occur, the Trustee shall, by notice to the
Master Servicer and the Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential
Funding in its capacity as Master Servicer hereunder, Residential Funding shall
be entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
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Section 7.02. Trustee or Company to Act; Appointment of Successor.
On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Company and with the Company's consent (which
shall not be unreasonably withheld) a designee (which meets the standards set
forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers or
Sellers as set forth in such Sections, and its obligations to deposit amounts in
respect of losses incurred prior to such notice or termination on the investment
of funds in the Custodial Account or the Certificate Account pursuant to
Sections 3.07(c) and 4.01(b) by the terms and provisions hereof); provided,
however, that any failure to perform such duties or responsibilities caused by
the preceding Master Servicer's failure to provide information required by
Section 4.04 shall not be considered a default by the Trustee hereunder. As
compensation therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been entitled to charge
to the Custodial Account or the Certificate Account if the Master Servicer had
continued to act hereunder and, in addition, shall be entitled to the income
from any Permitted Investments made with amounts attributable to the Mortgage
Loans held in the Custodial Account or the Certificate Account. If the Trustee
has become the successor to the Master Servicer in accordance with Section 6.04
or Section 7.01, then notwithstanding the above, the Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act, appoint, or petition a
court of competent jurisdiction to appoint, any established housing and home
finance institution, which is also a FNMA- or FHLMC-approved mortgage servicing
institution, having a net worth of not less than $10,000,000 as the successor to
the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
initial Master Servicer hereunder. The Company, the Trustee, the Custodian and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02 will be
lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee
accrues at a rate of less than 0.20% per annum in the event that the successor
Master Servicer is not servicing such Mortgage Loans directly and it is
necessary to raise the related Subservicing Fee to a rate of 0.20% per annum in
order to hire a Subservicer with respect to such Mortgage Loans.
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Section 7.03. Notification to Certificateholders
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected by
a default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 11.01(b)(i), (ii) or (iii). Upon any such waiver of a default or Event
of Default by the Holders representing the requisite percentage of Voting Rights
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a
timely fashion to the Master Servicer such information as the Master Servicer
may reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of both REMIC I and REMIC II as REMICs 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 either REMIC I or
REMIC II 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
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to the Trustee by the Company or the Master Servicer and which on their
face, do not contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error
of judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken by it in
good faith in accordance with the direction of Certificateholders of
any Class holding Certificates which evidence, as to such Class,
Percentage Interests aggregating not less than 25% as to the time,
method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Agreement;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified in
clauses (i) and (ii) of Section 7.01 or an Event of Default under
clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible
Officer of the Trustee assigned to and working in the Corporate Trust
Office obtains actual knowledge of such failure or event or the Trustee
receives written notice of such failure or event at its Corporate Trust
Office from the Master Servicer, the Company or any Certificateholder;
and
(v) Except to the extent provided in Section 7.02, no
provision in this Agreement shall require the Trustee to expend or risk
its own funds (including, without limitation, the making of any
Advance) or otherwise incur any personal financial liability in the
performance of any of its duties as Trustee hereunder, or in the
exercise of any of its rights or powers, if the Trustee shall have
reasonable grounds for believing that repayment of funds or adequate
indemnity against such risk or liability is not reasonably assured to
it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order,
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appraisal, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it by this Agreement or to
institute, conduct or defend any litigation hereunder or in relation
hereto at the request, order or direction of any of the
Certificateholders pursuant to the provisions of this Agreement, unless
such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which
may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of
an Event of Default (which has not been cured), to exercise such of the
rights and powers vested in it by this Agreement, and to use the same
degree of care and skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct of such
investor's own affairs;
(iv) The Trustee shall not be personally liable for any
action taken, suffered or omitted by it in good faith and believed by
it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder
and after the curing of all Events of Default which may have occurred,
the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing so to do
by Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the
terms of this Agreement, the Trustee may require reasonable indemnity
against such expense or liability as a condition to so proceeding. The
reasonable expense of every such examination shall be paid by the
Master Servicer, if an Event of Default shall have occurred and is
continuing, and otherwise by the Certificateholder requesting the
investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys; and
(vii) To the extent authorized under the Code and the
regulations promulgated thereunder, each Holder of a Class R
Certificate hereby irrevocably appoints and authorizes the Trustee to
be its attorney-in-fact for purposes of signing any Tax Returns
required to be filed on behalf of the Trust Fund. The Trustee shall
sign on behalf of the Trust Fund and deliver to the Master Servicer in
a timely manner any Tax Returns
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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 either REMIC I or REMIC II
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.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
(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.
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(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
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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
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the power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under
Section 8.06 hereunder and no notice to Holders of Certificates of the
appointment of co-trustee(s) or separate trustee(s) shall be required under
Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the
Company, appoint one or more Custodians who are not Affiliates of the Company,
the Master Servicer or any Seller to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $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 11.01. 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.
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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 00 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 for the purpose of keeping the Certificate Register. The
Trustee will maintain an office at the address stated in Section 11.05(c) hereof
where notices and demands to or upon the Trustee in respect of this Agreement
may be served.
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ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master
Servicer or the Company or Liquidation of All
Mortgage Loans.
(a) Subject to Section 9.03, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Company to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation (or
any Advance with respect thereto) of the last Mortgage Loan remaining
in the Trust Fund or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of
all Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan or, if less than such unpaid
principal balance, the fair market value of the related underlying
property of such Mortgage Loan with respect to Mortgage Loans as to
which title has been acquired if such fair market value is less than
such unpaid principal balance (net of any unreimbursed Advances
attributable to principal) on the day of repurchase plus accrued
interest thereon at the Net Mortgage Rate 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 Xxxxxx X. Xxxxxxx, the late ambassador
of the United States to the Court of St. Xxxxx, 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 either REMIC I or REMIC II 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.
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(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 and the Class R Certificates,
upon presentation and surrender of the Certificates by the Certificateholders
thereof, the Trustee shall distribute to the Certificateholders (i) the amount
otherwise distributable on such Distribution Date, if not in connection with the
Master Servicer's or the Company's election to repurchase, or (ii) if the Master
Servicer or the Company elected to so repurchase, an amount determined as
follows: (A) with respect to each Certificate the outstanding Certificate
Principal Balance thereof, plus one month's Accrued Certificate Interest [and
any unpaid Accrued Certificate Interest] and (B) with respect to the Class R
Certificates, any excess of the amounts available for distribution (including
the repurchase price specified in clause (ii) of subsection (a) of this Section)
over the total amount distributed under the immediately preceding clause (A).
(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
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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. Termination of REMIC II.
REMIC II shall be terminated on the earlier of the Final Distribution
Date and the date on which it is deemed to receive the last deemed distributions
on the Uncertificated REMIC I Regular Interests and the last distribution due on
the Class A, Class M, Class B and Class R-II Certificates is made.
Section 9.03. Additional Termination Requirements.
(a) REMIC I and REMIC II as the case may be, 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 REMIC I and REMIC II, as the case may be, to
comply with the requirements of this Section 9.03 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 either REMIC I or REMIC II 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 REMIC I and REMIC II, as the case may be, and specify the
first day of such period in a statement attached to the Trust Fund's
final Tax Return pursuant to Treasury regulations Section 1.860F-1. The
Master Servicer also shall satisfy all of the requirements of a
qualified liquidation for REMIC I and REMIC II, as the case may be,
under Section 860F of the Code and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the
time of making of the final payment on
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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 REMIC I and REMIC II at the expense of the
Trust Fund in accordance with the terms and conditions of this Agreement.
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ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to treat each of
REMIC I and REMIC II as a REMIC under the Code and, if necessary, under
applicable state law. Each 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 I election in respect of the Trust Fund, Uncertificated REMIC I Regular
Interests shall be designated as the "regular interests" and the Class R-I
Certificates shall be designated as the sole class of "residual interest" in
REMIC I. For the purposes of the REMIC II election in respect of the Trust Fund,
the Class A Certificates (other than the Class A-10 Certificates), Class M
Certificates and Class B Certificates, each Component of the Class A-10
Certificates and the Uncertificated REMIC II IO Regular Interests shall be
designated as the "regular interests" and the Class R-II Certificates shall be
designated as the sole class of "residual interests" in REMIC II. The REMIC
Administrator and the Trustee shall not permit the creation of any "interests"
(within the meaning of Section 860G of the Code) in REMIC I or REMIC II other
than the Uncertificated REMIC I Regular Interests and the Class R-I Certificates
and the REMIC II Certificates and the Class R-II Certificates, respectively.
(b) The Closing Date is hereby designated as the "startup day" of the
Trust Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate
representing a 0.01% Percentage Interest of all Class R-I Certificates and Class
R-II Certificates and shall be designated as "the tax matters person" with
respect to REMIC I and REMIC II in the manner provided under Treasury
regulations section 1.860F-4(d) and temporary Treasury regulations section
301.6231(a)(7)-1T. The REMIC Administrator, as tax matters person, shall (i) act
on behalf of REMIC I and REMIC II 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 either REMIC
I or REMIC II created
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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, within their respective control, as the REMIC Administrator may
from time to time request for the purpose of enabling the REMIC Administrator to
prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of each of REMIC I and
REMIC II.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause each of REMIC I and REMIC II 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
REMICs 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 each of REMIC I and REMIC II to take any action or fail to take (or fail
to cause to be taken) any action reasonably within their respective control,
that, under the REMIC Provisions, if taken or not taken, as the case may be,
could (i) endanger the status of either REMIC I or REMIC II as a REMIC or (ii)
result in the imposition of a tax upon each of REMIC I or REMIC II (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 each of REMIC I and REMIC II
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
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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 REMIC I or REMIC II or their assets, or causing REMIC I and REMIC II
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
REMIC I or REMIC II, and the Trustee shall not take any such action or cause
REMIC I or REMIC II 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 REMIC I and REMIC II 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 REMIC I or REMIC II created hereunder as defined in Section 860F(a)(2) of the
Code, on "net income from foreclosure property" of REMIC I or REMIC II as
defined in Section 860G(c) of the Code, on any contributions to REMIC I or REMIC
II after the Startup Day therefor pursuant to Section 860G(d) of the Code, or
any other tax is imposed by the Code or any applicable provisions of state or
local tax laws, such tax shall be charged (i) to the Master Servicer, if such
tax arises out of or results from a breach by the Master Servicer of any of its
obligations under this Agreement or the Master Servicer has in its sole
discretion determined to indemnify the Trust Fund against such tax, (ii) to the
Trustee, if such tax arises out of or results from a breach by the Trustee of
any of its obligations under this Article X, or otherwise (iii) against amounts
on deposit in the Custodial Account as provided by Section 3.10 and on the
Distribution Date(s) following such reimbursement the aggregate of such taxes
shall be allocated in reduction of the Accrued Certificate Interest on each
Class entitled thereto in the same manner as if such taxes constituted a
Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to REMIC I and REMIC II 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 REMIC I and REMIC II 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 REMIC I and
REMIC II will not cause REMIC I and REMIC II to fail to qualify as REMICs at
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any time that any Certificates are outstanding or subject REMIC I and REMIC II
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 REMIC I and REMIC II will
receive a fee or other compensation for services nor permit either such REMIC to
receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which Certificate
Principal Balance of each Class of Certificates representing a regular interest
in REMIC II and the Uncertificated Principal Balance of each Uncertificated
REMIC I Regular Interest would be reduced to zero is February 25, 2027, which is
the Distribution Date one month immediately following the latest scheduled
maturity of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator
shall prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for REMIC I and REMIC II.
(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 REMIC I and REMIC II, (iii) the
termination of REMIC I and REMIC II pursuant to Article IX of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or III of this
Agreement) nor acquire any assets for REMIC I and REMIC II, nor sell or dispose
of any investments in the Custodial Account or the Certificate Account for gain
nor accept any contributions to REMIC I and REMIC II 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 REMIC I
and REMIC II as REMICs or (b) unless the Master Servicer has determined in its
sole discretion to indemnify the Trust Fund against such tax, cause REMIC I and
REMIC II to be subject to a tax on "prohibited transactions" or "contributions"
pursuant to the REMIC Provisions.
Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys' fees imposed on or incurred by the
Trust Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Master
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Servicer or the Trustee, as a result of a breach of the REMIC Administrator's
covenants set forth in this Article X with respect to compliance with the REMIC
Provisions, including, without limitation, any penalties arising from the
Trustee's execution of Tax Returns prepared by the REMIC Administrator that
contain errors or omissions; provided, however, that such liability will not be
imposed to the extent such breach is a result of an error or omission in
information provided to the REMIC Administrator by the Master Servicer in which
case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Company, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Company or the Trustee, as a result of a breach
of the Master Servicer's covenants set forth in this Article X or in Article III
with respect to compliance with the REMIC Provisions, including without
limitation, any penalties arising from the Trustee's execution of Tax Returns
prepared by the Master Servicer that contain errors or omissions.
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ARTICLE XI
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-I Certificates and Class R-II Certificates, by virtue of their being
the "residual interests" in REMIC I and REMIC II, respectively,
provided that (A) such change shall not result in reduction of the
rating assigned to any such Class of Certificates below the lower of
the then-current rating or the rating assigned to such Certificates as
of the Closing Date, as evidenced by a letter from each Rating Agency
to such effect, and (B) such change shall not (subject to Section
10.01(f)), as evidenced by an Opinion of Counsel (at the expense of the
party seeking so to modify, eliminate or add such provisions), cause
either the Trust Fund or any of the Certificateholders (other than the
transferor) to be subject to a federal tax caused by a transfer to a
Person that is not a Permitted Transferee, or
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(vi) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66% of the Percentage Interests of each Class of Certificates affected thereby,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of, payments
which are required to be distributed on any Certificate without the consent of
the Holder of such Certificate,
(ii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (subject to Section 10.01(f) and at
the expense of the party seeking such amendment) to the effect that such
amendment or the exercise of any power granted to the Master Servicer, the
Company or the Trustee in accordance with such amendment will not result in the
imposition of a federal tax on the Trust Fund or cause either REMIC I or REMIC
II to fail to qualify as a REMIC at any time that any Certificate is
outstanding. The Trustee may but shall not be obligated to enter into any
amendment pursuant to this Section that affects its rights, duties and
immunities and this agreement or otherwise; provided however, such consent shall
not be unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee
shall furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 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
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
the benefit of the Class B Certificateholders, but shall not be and shall not be
deemed to be under any circumstances included in the Trust Fund. To the extent
that any such instrument or fund constitutes a reserve fund for federal income
tax purposes, (i) any reserve fund so established shall be an outside reserve
fund and not an asset of the Trust Fund, (ii) any such reserve fund shall be
owned by the Company, and (iii) amounts transferred by the Trust Fund to any
such reserve fund shall be treated as amounts distributed by the Trust Fund to
the Company or any successor, all within the meaning of Treasury Regulation
Section 1.860G-2(h) as it reads as of the Cut-off Date. In connection with the
provision of any such instrument or fund, this Agreement and any provision
hereof may be modified, added to, deleted or otherwise amended in any manner
that is related or incidental to such instrument or fund or the establishment or
administration thereof, such amendment to be made by written instrument executed
or consented to by the Company but without the consent of any Certificateholder
and without the consent of the Master Servicer or the Trustee being required
unless any such amendment would impose any additional obligation on, or
otherwise adversely affect the interests of the Class A Certificateholders, the
Class R Certificateholders, the Class M Certificateholders, the Master Servicer
or the Trustee, as applicable; provided that the Company obtains (subject to
Section 10.01(f)) an Opinion of Counsel (which need not be an opinion of
Independent counsel) to the effect that any such amendment will not cause (a)
any federal tax to be imposed on the Trust Fund, including without limitation,
any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of
the Code or on "contributions after the startup date" under Section 860G(d)(1)
of the Code and (b) either REMIC I or REMIC II 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.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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 11.03, 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.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
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, 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx
00000, 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, 00 Xxxxxxxxx Xxxx Xxxxx, Xxxxx 0000, Xxxxxxxxx
Xxxx, Xxxxxxxxxx 00000, Attention: Xx. Xxxxxx, 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, Xxx Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxxx 00000-0000, Attention: Residential Funding Corporation Series
1997-S3 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, Xxx
Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other address as may
hereafter be furnished to the Company, the Trustee and the Master Servicer in
writing by Fitch and (e) in the case of Standard & Poor's, 00 Xxxxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 or such other address as may be hereafter furnished to the
Company, Trustee and Master Servicer by Standard & Poor's. Any notice required
or permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such holder as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 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,
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
(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 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 or other
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
entity not subject to taxation for federal income tax purposes and (ii) the
adoption of the Supplemental Article will not endanger the status of REMIC I or
REMIC II as REMICs or (subject to Section 10.01(f)) result in the imposition of
a tax upon REMIC I or REMIC II (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.
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:
Name: Xxxxxxx Xxx Xxx
Title:
Vice President
Attest:
Name:
Title:
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name: Xxxxx X. Xxxx
Title: Director
Attest:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of February, 1997 before me, a notary public in and for
said State, personally appeared _____________, known to me to be a ___________
of Residential Funding Mortgage Securities I, Inc., one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of February, 1997 before me, a notary public in and for
said State, personally appeared _________________, known to me to be a ________
of Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
STATE OF ) ) ss.:
COUNTY OF )
On the 27th day of February, 1997 before me, a notary public in and for
said State, personally appeared ________________, known to me to be a
______________ of The First National Bank of Chicago, a national banking
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
[NY01B:304248.5] 16069-00388 02/27/97 1:33pm
EXHIBIT A-1
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF
THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
[NO TRANSFER OF THIS CERTIFICATE MAY BE MADE UNLESS THE
TRANSFEREE PROVIDES EITHER (I) AN OPINION OF COUNSEL SATISFACTORY TO
THE MASTER
SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN 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
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE
TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
POOLING AND
SERVICING AGREEMENT (THE "AGREEMENT") OR (II) A CERTIFICATION IN THE
FORM SET
FORTH IN EXHIBIT J-2 OF 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 FEBRUARY 27, 1997. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT ___% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS
CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $_____ OF OID PER $1,000
OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY IS
___% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $_______ PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, COMPUTED USING THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
A-1
RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER
RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
A-2
Certificate No. __ [_____%] [Variable] Pass-Through Rate
Class A-__ Senior
Date of Pooling and Servicing Percentage Interest: ____%
Agreement and Cut-off Date:
February 1, 1997
First Distribution Date: Aggregate Initial Certificate Principal Balance
March 25, 1997 oft lass A-__ Certificates: $____________
Master Servicer: Initial Certificate Principal
Residential Funding Corporation Balance of this Certificate:
$------------
Assumed Final CUSIP _________
Distribution Date:
February 25, 2027
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-S3
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 Corporation 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
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that _____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Initial [Certificate Principal Balance] [Notional
Amount] of this Certificate by the aggregate Initial Certificate Principal
Balance 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
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
A-3
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
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
A-4
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.
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
A-5
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.
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
A-6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: February 27, 1997 THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
A-7
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.
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
A-8
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS A
CERTIFICATES[,] [AND] [CLASS R CERTIFICATES] [,] [AND] [CLASS M-1
CERTIFICATES]
[,] [AND] [CLASS M-2 CERTIFICATES] [AND CLASS M-3 CERTIFICATES] AS
DESCRIBED IN
THE AGREEMENT (AS DEFINED BELOW).
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE UNLESS THE
TRANSFEREE
PROVIDES EITHER (I) AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER
SERVICER,
THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN 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 AND WILL NOT
SUBJECT THE
MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR
LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT (THE
"AGREEMENT") OR (II) A CERTIFICATION IN THE FORM SET FORTH IN EXHIBIT J-2
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 FEBRUARY 27,
1997.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT ____% OF THE STANDARD
PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS
CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $_____________ OF OID PER $1,000 OF
INITIAL
CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ____% AND THE
AMOUNT OF
OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN
$__________ PER
$1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE
APPROXIMATE
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE
BASED ON THE STANDARD PREPAYMENT ASSUMPTION [OR AT ANY OTHER
RATE.]
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
B-1
Certificate No. ___ _____% Pass-Through Rate
Class M- Mezzanine Aggregate Certificate Principal Balance of the
Class M-_ Certificates:
$---------------
Date of Pooling and Servicing Percentage Interest: ____%
Agreement and Cut-off Date:
February 1, 1997 Initial Certificate Principal
Balance of this Certificate:
$---------------
First Distribution Date:
March 25, 1997
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date CUSIP ____________
February 25, 2027
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1997-S3
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 Corporation 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
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation 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
M-_ Certificates, both as specified above) in certain distributions with respect
to a Trust
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
B-2
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 transferee provides the Trustee with 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 is
permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code and will not subject the Trustee, the Company or the Master Servicer to
any obligation or liability in addition to those undertaken in the Agreement or
(ii) in
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
B-3
lieu of such opinion of counsel, a certification in the form set forth in
Exhibit J-2 to the Agreement.
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
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
B-4
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.
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
B-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: February 27, 1997 THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
B-6
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.
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
B-7
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS A
CERTIFICATES, THE CLASS R CERTIFICATES [,] [AND] THE CLASS M
CERTIFICATES [,]
[AND] [THE CLASS B-1 CERTIFICATES] [AND THE CLASS B-2 CERTIFICATES] AS
DESCRIBED
IN THE AGREEMENT (AS DEFINED HEREIN).
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE UNLESS THE
TRANSFEREE
PROVIDES EITHER (I) AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER
SERVICER,
THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN 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 AND WILL NOT
SUBJECT THE
MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR
LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT (THE
"AGREEMENT") OR (II) A CERTIFICATION IN THE FORM SET FORTH IN EXHIBIT J-2
OF 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.
[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 FEBRUARY 27, 1997. ASSUMING
THAT THE
MORTGAGE LOANS PREPAY AT ____% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN
ISSUED WITH
NO MORE THAN $___ OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE,
THE YIELD TO MATURITY IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO
THE INITIAL
ACCRUAL PERIOD IS NO MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT
THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE.]
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
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Certificate No. __ _____% Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
Date of Pooling and Servicing the Cut-off Date:
Agreement and Cut-off Date: $_______________
February 1, 1997
Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
March 25, 1997
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP
February 25, 2027
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1997-S3
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 Corporation 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
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation 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 Initial Certificate Principal Balance of
this Certificate by the aggregate Initial 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
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
C-2
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
the transferee provides the Trustee with 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 is
permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code and will not subject the Trustee, the Company or the Master Servicer to
any obligation or liability in addition to those undertaken in the Agreement or
(ii) in lieu of such opinion of counsel, a certification in the form set forth
in Exhibit J-2 to the Agreement.
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
C-3
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.
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
C-4
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.
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
C-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: February 27, 1997 THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto (Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest evidenced by the within
Mortgage Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to for the account of
-----------------------------------------------------------------------------
account number , or, if mailed by check, to Applicable statements should be
mailed to .
This information is provided by , the assignee named above, or , as its
agent.
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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").
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT
TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE
UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF
ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE
DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF
THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION
511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE
CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING
HEREIN
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A
DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR
COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR
ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE
DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT
LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF
THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO
HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.
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Certificate No. ___ _____% Pass-Through Rate
Class R Senior Aggregate Initial Certificate Principal
Balance of the Class R Certificates:
Date of Pooling and Servicing $100.00
Agreement and Cut-off Date:
February 1, 1997 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
March 25, 1997
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP ______-_____
Assumed Final Distribution Date:
February 25, 2027
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1997-S3
evidencing a percentage interest in any distributions allocable to the
Class R Certificates with respect to a Trust Fund consisting primarily
of a pool of conventional one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation 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
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the aggregate Initial Certificate Principal Balance of all Class
R Certificates, both as specified above) in certain distributions with respect
to a Trust Fund, consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans (the "Mortgage Loans"),
formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter
called the "Company", which term includes any successor entity under the
Agreement referred to below). The Trust Fund was created pursuant to a Pooling
and Servicing Agreement dated as specified above (the "Agreement") among the
Company, the Master Servicer
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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.
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").
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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.
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The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purpose have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: February 27, 1997 THE FIRST NATIONAL BANK OF CHICAGO, as
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto (Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest evidenced by the within
Mortgage Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to for the account of
-----------------------------------------------------------------------------
account number , or, if mailed by check, to Applicable statements should be
mailed to .
This information is provided by , the assignee named above, or , as its
agent.
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EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from
time to time, the "Agreement"), dated as of February 1, 1997, by and among THE
FIRST NATIONAL BANK OF CHICAGO, as trustee (including its successors under the
Pooling Agreement defined below, the "Trustee"), RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC., as company (together with any successor in interest, the
"Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with
any successor in interest or successor under the Pooling Agreement referred to
below, the "Master Servicer"), and NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
(together with any successor in interest or any successor appointed hereunder,
the "Custodian").
W I T N E S S E T H T H A
T :
WHEREAS, the Company, the Master Servicer, and the Trustee
have entered into a Pooling and Servicing Agreement, dated as of February 1,
1997, relating to the issuance of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through Certificates, Series 1997-S3 (as in effect on the
date of this agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the
Trustee for the purposes of receiving and holding certain documents and other
instruments delivered by the Company and the Master Servicer under the Pooling
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, the Trustee, the Company,
the Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined
herein shall have the meanings assigned in the Original Pooling Agreement,
unless otherwise required by the context herein.
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ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage
Files. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the "Mortgage Files") and
declares that it holds and will hold the Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Company for the purpose of recording it in the
appropriate public office for real property records, and the Company, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall
deliver to the Trustee an Initial Certification in the form annexed hereto as
Exhibit One evidencing receipt of a Mortgage File for each Mortgage Loan listed
on the Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the
Certificates, the Custodian agrees, for the benefit of Certificateholders, to
review, in accordance with the provisions of Section 2.02 of the Pooling
Agreement, each Mortgage File, and shall deliver to the Trustee an Interim
Certification in the form annexed hereto as Exhibit Two to the effect that all
documents required to be delivered pursuant to Section 2.01(b) of the Pooling
Agreement have been executed and received and that such documents relate to the
Mortgage Loans identified on the Mortgage Loan Schedule, except for any
exceptions listed on Schedule A attached to such Interim Certification. Within
45 days of receipt of the documents required to be delivered pursuant to Section
2.01(c) of the Pooling Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section 2.02
of the Pooling Agreement, each such document, and shall deliver to the Trustee
either (i) an Interim Certification in the form attached hereto as Exhibit Two
to the effect that all such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification or (ii) a Final Certification as set
forth in subsection (c) below. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on
their face. If in performing the review required by this Section 2.3 the
Custodian finds any document or documents constituting a part of a Mortgage File
to be defective in any material respect, the Custodian shall promptly so notify
the Company, the Master
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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 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Master Servicer or the Company as set forth in the Pooling
Agreement or by a Seller in a Seller's Agreement or by Residential Funding or
the Company in the Assignment Agreement with respect to a Mortgage Loan relating
to a Mortgage File, the Custodian shall give prompt written notice to the
Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Mortgage
Files. Upon the repurchase or substitution of any Mortgage Loan pursuant to
Article II of the Pooling Agreement or payment in full of any Mortgage Loan, or
the receipt by the Master Servicer of a notification that payment in full will
be escrowed in a manner customary for such purposes, the Master Servicer shall
immediately notify the Custodian by a certification (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Custodial
Account pursuant to Section 3.07 of the Pooling Agreement have been or will be
so deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, promptly to release to the Master Servicer the related Mortgage File.
The Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a certificate of a Servicing Officer
requesting that possession of all, or any document constituting part, of the
Mortgage File be released to the Master Servicer and certifying as to the reason
for such release and that such release will not invalidate any insurance
coverage provided in respect of the Mortgage Loan under any of the Required
Insurance Policies. With such certificate, the Master Servicer shall deliver to
the Custodian a trust receipt signed by a Servicing Officer on behalf of the
Master Servicer, and upon receipt of the foregoing, the Custodian shall deliver
the Mortgage File or such document to the Master Servicer. The Master Servicer
shall cause each Mortgage
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File or any document therein so released to be returned to the Custodian when
the need therefor by the Master Servicer no longer exists, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Custodial Account or (ii) the Mortgage
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Mortgage File or such document
was delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver the Trust Receipt
with respect thereto to the Master Servicer upon deposit of the related
Liquidation Proceeds in the Custodial Account as provided in the Pooling
Agreement.
Section 2.6. Assumption Agreements. In the event that any
assumption agreement or substitution of liability agreement is entered into with
respect to any Mortgage Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling Agreement, the Master Servicer shall notify
the Custodian that such assumption or substitution agreement has been completed
by forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and agent of the Trustee and has no instructions to hold any Mortgage
Note or Mortgage for the benefit of any person other than the Trustee, holds
such documents for the benefit of Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or other document constituting a part of a
Mortgage File shall be delivered by the Custodian to the Company or the Master
Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Company hereby agrees to
indemnify and hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or proceedings at law or in equity, or any
other expenses, fees or charges of any character or nature, which the Custodian
may incur or with which the Custodian may be threatened by reason of its acting
as custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the cost of defending any
action, suit or proceedings or resisting any claim.
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Notwithstanding the foregoing, it is specifically understood and agreed that in
the event any such claim, liability, loss, action, suit or proceeding or other
expense, fee or charge shall have been caused by reason of any negligent act,
negligent failure to act or willful misconduct on the part of the Custodian, or
which shall constitute a willful breach of its duties hereunder, the
indemnification provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and
Expenses. The Master Servicer covenants and agrees to pay to the Custodian from
time to time, and the Custodian shall be entitled to, reasonable compensation
for all services rendered by it in the exercise and performance of any of the
powers and duties hereunder of the Custodian, and the Master Servicer will pay
or reimburse the Custodian upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Custodian in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ), except any such expense, disbursement or advance as
may arise from its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trustee
shall either take custody of the Mortgage Files itself and give prompt notice
thereof to the Company, the Master Servicer and the Custodian, or promptly
appoint a successor Custodian by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning 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.
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
E-5
Section 3.6. Merger or Consolidation of Custodian. Any Person
into which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian
hereby represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and
demands and other communications required under this Agreement or pursuant to
any other instrument or document delivered hereunder shall be in writing and,
unless otherwise specifically provided, may be delivered personally, by telegram
or telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Company, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling Agreement and furnish
the Custodian with written copies thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE
DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4. Recordation of Agreement. To the extent permitted
by applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
E-6
failure to effect such recordation is likely to materially and adversely affect
the interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
Section 4.5. Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
E-7
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: THE FIRST NATIONAL BANK
OF
CHICAGO,
as Trustee
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Residential Funding Corporation
Series 1997-S3
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:
Name:
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:
Name: Xxxxxxxx Xxxxxxxx
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
E-8
Title: Trust Officer
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
X-0
XXXXX XX XXXXXXXX )
) ss.:
COUNTY OF ______________ )
On the _____ day of February, 1997, 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]
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
X-00
XXXXX XX XXXXXXXXX )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of February, 1997, before me, a notary public in
and for said State, personally appeared Xxxxxxxx Xxxxxxxx, 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]
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
X-00
XXXXX XX XXXXXXXXX )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of February, 1997, 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 _____ day of February, 1997, 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]
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
E-12
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
February 27, 1997
The First National Bank of Chicago
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Residential Funding Corporation Series 1997-S3
Re: Custodial Agreement, dated as of February 1, 1997, by and among The
First National Bank of Chicago, Residential Funding Mortgage Securities I,
Inc., Residential Funding Corporation and Norwest Bank Minnesota, National
Association, Mortgage Pass-Through Certificates, Series 1997-S3
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:
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
E-1
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1997
The First National Bank of Chicago
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Residential Funding Corporation Series 1997-S3
Re: Custodial Agreement dated as of February 1, 1997, by and among The First
National Bank of Chicago, Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank Minnesota, National
Association, Mortgage Pass-Through Certificates, Series 1997-S3
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:
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
E-2
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1997
The First National Bank of Chicago
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Residential Funding Corporation Series 1997-S3
Re: Custodial Agreement dated as of February 1, 1997, by and among The
First National Bank of Chicago, Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank Minnesota, National
Association, Mortgage Pass-Through Certificates, Series 1997-S3
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;
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
E-3
(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;
(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;
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
E-4
(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.
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:
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
E-5
EXHIBIT F
MORTGAGE LOAN SCHEDULE
RUN ON : 03/12/97 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 13.41.36 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1997-S3 CUTOFF : 02/01/97
POOL : 0004238
:
:
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 #
______________________________________________________________________________
1532624 637/G01 F 130,500.00 ZZ
360 130,218.99 3
000 0XX XXXXXX 9.125 1,061.80 66
8.875 1,061.80 200,000.00
XXXXXXXX XX 00000 1 09/26/96 00
0430137562 07 11/01/96 0
9226879 O 10/01/26
0
1533017 559/G01 F 500,000.00 ZZ
360 499,672.93 1
000 XXXXX XXXXX 8.125 3,712.49 72
7.875 3,712.49 700,000.00
XXXXX XX 00000 1 12/20/96 00
0430132084 05 02/01/97 0
5400668 O 01/01/27
0
1535126 637/G01 F 150,000.00 ZZ
360 149,896.77 1
00 XXXXXX XXXXX 7.875 1,087.61 68
7.625 1,087.61 223,800.00
XXXXXXXXX XX 00000 1 12/30/96 00
0430120337 05 02/01/97 0
9383019 O 01/01/27
0
1535167 313/G01 F 260,000.00 ZZ
360 259,536.16 1
0000 XX 000XX XXXXXX 8.625 2,022.26 80
8.375 2,022.26 325,000.00
XXXXX XX 00000 1 10/03/96 00
0430139576 05 12/01/96 0
1
6007801 O 11/01/26
0
1535454 963/G01 F 284,750.00 ZZ
360 284,750.00 1
17955 X.X. 000 XXXXXX 8.375 2,164.31 85
8.125 2,164.31 335,000.00
XXXXX XX 00000 1 01/10/97 11
0430127704 05 03/01/97 25
970008 O 02/01/27
0
1536193 A91/G01 F 175,000.00 ZZ
360 175,000.00 2
00-00 00XX XXXXXX 8.000 1,284.09 78
7.750 1,284.09 225,000.00
XXXXXXX XX 00000 2 01/28/97 00
0430138933 05 03/01/97 0
UNKNOWN O 02/01/27
0
1537753 976/G01 F 250,000.00 ZZ
360 249,654.77 1
0000 XXXXXXXXXX XXXXX 7.875 1,812.68 57
7.625 1,812.68 440,000.00
XXXXX XXXX XX 00000 1 11/12/96 00
0430091652 05 01/01/97 0
321612 O 12/01/26
0
1537906 668/G01 F 299,900.00 ZZ
360 299,364.97 1
0000 000XX XXXXX XXXXXXXXX 8.625 2,332.60 75
8.375 2,332.60 399,900.00
XXXXXXXX XX 00000 1 10/22/96 00
0430140467 05 12/01/96 0
6963938 O 11/01/26
0
1537908 180/G01 F 270,000.00 ZZ
360 269,479.93 1
000 XXXXXX XXXX 8.250 2,028.42 68
8.000 2,028.42 400,000.00
XXX XXXXX XX 00000 5 10/23/96 00
0430099713 05 12/01/96 0
4493425 O 11/01/26
0
1
1538097 069/G01 F 290,400.00 ZZ
360 290,219.50 1
0000 XXXXXX XXXXX 8.375 2,207.25 00
(XXX XXXXX XXXX) 8.125 2,207.25 363,000.00
XXX XXXXXXX XX 00000 1 12/24/96 00
0430124578 05 02/01/97 0
2362147890 O 01/01/27
0
1538243 811/G01 F 190,500.00 ZZ
360 190,387.53 1
0000 X X 000XX XXXXXX 8.625 1,481.69 75
8.375 1,481.69 254,000.00
XXXXX XX 00000 1 12/30/96 00
0430133181 05 02/01/97 0
00104220 O 01/01/27
0
1538495 668/G01 F 240,643.00 ZZ
360 240,090.06 1
000 XXXXXX XXXXX 8.375 1,829.07 90
8.125 1,829.07 267,787.00
XXXXXXXXX XX 00000 1 10/10/96 04
0430125625 05 12/01/96 25
6768683 O 11/01/26
0
1538687 976/G01 F 297,000.00 ZZ
360 296,824.65 1
0000 XXXXXXX XXXX N.E. 8.625 2,310.04 90
8.375 2,310.04 330,000.00
XXXXXXXXXXX XX 00000 1 12/01/96 11
0430126953 05 02/01/97 25
311236 O 01/01/27
0
1538813 668/G01 F 270,000.00 ZZ
360 270,000.00 1
000 XXXXXX XXXX XXXX 8.000 1,981.17 80
7.750 1,981.17 340,000.00
BEN XXXXXX XX 00000 1 01/02/97 00
0430133215 05 03/01/97 0
0007003403 O 02/01/27
0
1538815 668/G01 F 421,500.00 ZZ
360 421,238.02 1
00000 XXXXXXXXXXX XXXXX 8.375 3,203.70 75
8.125 3,203.70 565,000.00
1
XXXXXX XXXX XX 00000 2 12/19/96 00
0430121798 05 02/01/97 0
UNKNOWN O 01/01/27
0
1538858 147/G01 F 213,700.00 ZZ
360 213,419.47 1
0000 XXXXXXX XXXXXX, XXXX # 0X 8.125 1,586.72 95
7.875 1,586.72 225,087.00
XXXXXX XX 00000 1 11/20/96 11
0430144139 01 01/01/97 30
508399 O 12/01/26
0
1539181 668/G01 F 395,000.00 ZZ
360 394,728.16 1
000 XXXXXXXXX XXXXXX 7.875 2,864.03 87
7.625 2,864.03 455,000.00
XXXXXXX XX 00000 2 12/18/96 04
0430121707 03 02/01/97 25
7005689 O 01/01/27
0
1539561 F27/G01 F 360,800.00 ZZ
360 360,545.35 1
00000 XXXXXXX XXXX XXXXX 7.750 2,584.82 75
7.500 2,584.82 481,075.00
XXXXXXXXXX XX 00000 1 12/04/96 00
0430138974 03 02/01/97 0
UNKNOWN O 01/01/27
0
1539942 F03/G01 F 444,000.00 ZZ
360 444,000.00 1
0000 XXXXXXXXX XXXXX 8.750 3,492.95 80
8.500 3,492.95 555,000.00
NIWOT CO 80503 2 01/16/97 00
0430138040 05 03/01/97 0
DEN10307 O 02/01/27
0
1540044 147/G01 F 225,000.00 ZZ
360 224,860.14 1
00000 XXXXXX XXXXXX 8.375 1,710.17 53
8.125 1,710.17 425,000.00
XXX XXXXXX XX 00000 1 12/02/96 00
0430143636 05 02/01/97 0
536743 O 01/01/27
0
1
1540103 069/G01 F 382,000.00 ZZ
360 381,264.30 1
00 XXXXXXXX XXXXX 8.250 2,869.84 90
8.000 2,869.84 425,000.00
XXXXXX XXXXX XX XX 00000 1 10/25/96 14
0430082008 05 12/01/96 25
2212142842 O 11/01/26
0
1540129 956/G01 F 280,000.00 ZZ
360 279,676.64 1
00000 XXXXXXX XXXX 8.750 2,202.76 70
8.500 2,202.76 400,000.00
XXX XXXX XX 00000 2 11/07/96 00
0430125229 05 01/01/97 0
610177 O 12/01/26
0
1540131 956/G01 F 204,000.00 ZZ
360 203,764.40 1
0000 XXX XXXXX XXXX 8.750 1,604.87 80
8.500 1,604.87 255,000.00
XXXXXX XX 00000 1 10/31/96 00
0430132704 05 01/01/97 0
610260 O 12/01/26
0
1540162 439/G01 F 165,000.00 ZZ
360 164,583.34 1
0000 XXXXXXXXXXXX XX. 8.350 1,251.21 55
8.100 1,251.21 300,000.00
XXX XXXXX XX 00000 2 09/18/96 00
0430079145 05 11/01/96 0
1868673 O 10/01/26
0
1540369 227/G01 F 231,800.00 ZZ
360 231,396.97 1
14 ZOPILOTE 8.750 1,823.58 95
8.500 1,823.58 244,000.00
XXXXXXX XX 00000 1 11/01/96 10
0430118893 05 12/01/96 30
1666640 O 11/01/26
0
1540411 F03/G01 F 278,000.00 ZZ
360 278,000.00 1
1
0000 XXXX XXXXX XXXX 8.750 2,187.03 68
8.500 2,187.03 410,000.00
XXXXXX XX 00000 2 01/06/97 00
0430135095 03 03/01/97 0
DEN10311 O 02/01/27
0
1540507 074/G01 F 750,000.00 ZZ
360 748,518.19 1
000 XXXXXXXX XXXXX XXXX 8.125 5,568.73 66
7.875 5,568.73 1,150,000.00
XXXXXX XX 00000 5 10/24/96 00
0430086140 05 12/01/96 0
1487004340 O 11/01/26
0
1540613 074/G01 F 600,000.00 ZZ
360 597,168.04 1
0000 XXXXXXX XXXXXXXXX 7.625 4,246.77 67
7.375 4,246.77 900,000.00
XXXXXXX XX 00000 1 10/30/96 00
0430086371 05 12/01/96 0
1581075370 O 11/01/26
0
1541048 F27/G01 F 371,500.00 ZZ
360 371,244.33 1
0000 XXXX XXXX 7.875 2,693.64 75
7.625 2,693.64 495,352.00
XXXXXX XX 00000 1 12/18/96 00
0430139006 03 02/01/97 0
UNKNOWN O 01/01/27
0
1541064 685/G01 F 99,750.00 ZZ
360 99,631.78 1
00000 XXXXXXXX XXXXXX 8.625 775.85 75
8.375 775.85 133,000.00
XXX XXXXXXX XX 00000 1 11/15/96 00
0430109959 05 01/01/97 0
106148 O 12/01/26
0
1541078 976/G01 F 288,750.00 ZZ
360 288,380.47 1
00000 XXXXXXXXXX XXXXX 8.250 2,169.29 75
8.000 2,169.29 385,000.00
XXXXXXX XXXXXXX XX 00000 1 11/06/96 00
0430087841 05 01/01/97 0
1
330226 O 12/01/26
0
1541168 A52/G01 F 305,000.00 ZZ
360 304,568.07 1
0000 XXXXXXXXX XXX 7.750 2,185.06 80
7.500 2,185.06 381,271.00
XXXXXXXX XX 00000 1 11/26/96 00
0430080119 05 01/01/97 0
177933 O 12/01/26
0
1541589 B60/G01 F 306,900.00 ZZ
360 306,507.25 1
0000 XXXXXXXX XXXXXX 8.250 2,305.64 90
8.000 2,305.64 341,000.00
XXXXXXXXX XXXXX XX 00000 1 11/21/96 01
0430082669 05 01/01/97 25
7462 O 12/01/26
0
1541663 559/G01 F 144,000.00 ZZ
360 143,824.90 1
0000 XXXXXX XXXXXX 8.500 1,107.24 80
8.250 1,107.24 180,000.00
XXXXX XXXX XX 00000 2 11/14/96 00
0430136671 05 01/01/97 0
5405188 O 12/01/26
0
1541718 668/G01 F 207,950.00 ZZ
360 207,824.02 1
0000 XXXXX XXXXX XXXXX 8.500 1,598.96 80
8.250 1,598.96 259,950.00
XXX XXXXX XX 00000 1 12/20/96 00
0430124461 05 02/01/97 0
7015316 O 01/01/27
0
1541773 776/G01 F 399,300.00 ZZ
360 398,762.37 1
000 XXXX XXXXXX XXX 8.000 2,929.92 80
7.750 2,929.92 499,131.00
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526 SOUTH BRONSON AVENUE 8.750 1,659.94 59
8.500 1,659.94 360,000.00
LOS ANGELES CA 90020 2 12/18/96 00
0430128611 05 02/01/97 0
1233005935 O 01/01/27
0
1551456 074/G01 F 356,000.00 ZZ
360 355,748.74 1
17122 NANCE STREET 7.750 2,550.43 80
7.500 2,550.43 445,000.00
ENCINO AREA CA 91316 1 12/05/96 00
0430134866 05 02/01/97 0
1234003516 O 01/01/27
0
1551457 074/G01 F 500,000.00 T
360 499,681.17 1
771 CLAYMONT DRIVE 8.250 3,756.33 78
8.000 3,756.33 646,000.00
LOS ANGELES CA 90049 1 12/09/96 00
0430126656 05 02/01/97 0
1234003560 O 01/01/27
0
1551458 074/G01 F 475,000.00 ZZ
360 473,308.82 1
2851 NICHOLS CANYON ROAD 7.875 3,444.08 68
7.625 3,444.08 700,000.00
LOS ANGELES CA 90046 2 12/24/96 00
0430128629 05 02/01/97 0
1234003968 O 01/01/27
0
1551459 074/G01 F 400,000.00 ZZ
360 399,724.72 1
5761 LA JOLLA HERMOSA AVENUE 7.875 2,900.28 59
7.625 2,900.28 680,000.00
LA JOLLA CA 92037 5 12/04/96 00
0430134296 05 02/01/97 0
1
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0
1551460 074/G01 F 223,200.00 ZZ
360 222,899.48 1
24713 EILAT STREET 8.000 1,637.76 80
7.750 1,637.76 279,000.00
WOODLAND HILLS CA 91367 1 11/20/96 00
0430134874 05 01/01/97 0
1243003153 O 12/01/26
0
1551461 074/G01 F 550,000.00 ZZ
360 549,658.14 1
1277 LEONA DRIVE 8.375 4,180.40 55
8.125 4,180.40 1,000,000.00
BEVERLY HILLS CA 90210 5 12/18/96 00
0430126920 05 02/01/97 0
1246000129 O 01/01/27
0
1551462 074/G01 F 138,200.00 ZZ
360 137,940.50 1
2048 GYPSY BELL AVENUE 8.375 1,050.42 75
8.125 1,050.42 184,275.00
LAS VEGAS NV 89123 1 10/22/96 00
0430134890 03 12/01/96 0
1251120403 O 11/01/26
0
1551463 074/G01 F 152,900.00 ZZ
360 152,699.28 1
3655 CAMPBELL ROAD 8.125 1,135.28 75
7.875 1,135.28 203,900.00
LAS VEGAS NV 89129 1 11/15/96 00
0430130542 05 01/01/97 0
1251121100 O 12/01/26
0
1551464 074/G01 F 265,000.00 ZZ
360 264,822.19 1
4784 DREAM CATCHER AVENUE 8.000 1,944.48 77
7.750 1,944.48 346,757.00
LAS VEGAS NV 89129 1 12/02/96 00
0430126672 03 02/01/97 0
1251127479 O 01/01/27
0
1
1551465 074/G01 F 330,000.00 ZZ
360 329,588.34 1
2525 SUN REEF ROAD 8.375 2,508.24 75
8.125 2,508.24 440,000.00
LAS VEGAS NV 89128 1 11/22/96 00
0430128595 03 01/01/97 0
1251127719 O 12/01/26
0
1551467 074/G01 F 276,250.00 T
360 276,073.85 1
229/429 COCHITI 8.250 2,075.37 85
8.000 2,075.37 325,000.00
SANTA FE NM 87501 1 12/24/96 12
0430126110 01 02/01/97 12
1256000715 O 01/01/27
0
1551468 074/G01 F 120,500.00 ZZ
360 120,425.10 1
0980 COUNTY ROAD 245 8.375 915.89 65
8.125 915.89 185,500.00
NEW CASTLE CO 81647 1 12/02/96 00
0430130799 05 02/01/97 0
1274000648 O 01/01/27
0
1551469 074/G01 F 252,200.00 ZZ
360 251,901.13 1
4973 NW 115TH TERRACE 8.625 1,961.59 95
8.375 1,961.59 265,556.00
CORAL SPRINGS FL 33075 1 11/27/96 10
0430126409 03 01/01/97 30
1301112427 O 12/01/26
0
1551470 074/G01 F 83,000.00 ZZ
360 82,949.72 1
1300 SW 4TH STREET 8.500 638.20 68
8.250 638.20 123,000.00
BOCA RATON FL 33486 1 12/10/96 00
0430134882 05 02/01/97 0
1301119244 O 01/01/27
0
1551471 074/G01 F 293,368.00 ZZ
360 293,180.92 1
3731 OAKRIDGE CIRCLE 8.250 2,203.98 91
8.000 2,203.98 325,183.00
1
FT LAUDERDALE FL 33326 1 12/20/96 11
0430130815 03 02/01/97 25
1302011323 O 01/01/27
0
1551472 074/G01 F 130,000.00 ZZ
360 129,921.24 1
10420 SW 16TH PLACE 8.500 999.59 51
8.250 999.59 256,000.00
PLANTATION FL 33324 1 12/03/96 00
0430127068 05 02/01/97 0
1302018399 O 01/01/27
0
1551473 074/G01 F 260,000.00 ZZ
360 259,838.39 1
350 SW 16TH STREET 8.375 1,976.19 80
8.125 1,976.19 325,000.00
BOCA RATON FL 33432 1 12/18/96 00
0430127167 03 02/01/97 0
1302018865 O 01/01/27
0
1551474 074/G01 F 240,000.00 ZZ
360 239,846.96 1
1717 N BAYSHORE DRIVE 8.250 1,803.04 80
#A - 1834 8.000 1,803.04 300,000.00
MIAMI FL 33132 5 12/16/96 00
0430126623 01 02/01/97 0
1303016559 O 01/01/27
0
1551475 074/G01 F 230,000.00 ZZ
360 229,705.67 1
17434 SW 31 COURT 8.250 1,727.91 90
8.000 1,727.91 255,948.00
MIRAMAR FL 33029 1 11/25/96 12
0430127431 03 01/01/97 30
1311242735 O 12/01/26
0
1551476 074/G01 F 600,000.00 ZZ
360 599,597.41 1
10300 SW 60 AVE 8.000 4,402.59 80
7.750 4,402.59 750,000.00
MIAMI FL 33156 1 12/06/96 00
0430126235 05 02/01/97 0
1311272770 O 01/01/27
0
1
1551477 074/G01 F 280,250.00 ZZ
360 280,084.54 1
5751 SW 49 STREET 8.625 2,179.76 95
8.375 2,179.76 295,000.00
MIAMI FL 33155 1 12/12/96 12
0430128645 05 02/01/97 30
1311275439 O 01/01/27
0
1551478 074/G01 F 105,000.00 ZZ
360 104,931.32 1
12951 SW 119 STREET 8.125 779.62 68
7.875 779.62 155,000.00
MIAMI FL 33186 1 12/18/96 00
0430134908 05 02/01/97 0
1311278550 O 01/01/27
0
1551479 074/G01 F 245,000.00 ZZ
360 244,724.28 1
1430 STILLWATER DR 8.875 1,949.33 73
8.625 1,949.33 340,000.00
MIAMI BEACH FL 33141 2 11/18/96 00
0430128637 05 01/01/97 0
1312023442 O 12/01/26
0
1551480 074/G01 F 240,000.00 ZZ
360 239,838.97 1
605 SWEETWATER CLUB CIRCLE 8.000 1,761.03 78
7.750 1,761.03 308,000.00
LONGWOOD FL 32779 1 12/18/96 00
0430134916 03 02/01/97 0
1331151188 O 01/01/27
0
1551481 074/G01 F 52,500.00 ZZ
240 52,318.35 1
211 VERNON TRAYLOR DR 7.875 435.06 52
7.625 435.06 102,000.00
SMYRNA TN 37167 1 12/13/96 00
0430130807 05 02/01/97 0
1344002056 O 01/01/17
0
1551482 074/G01 F 282,000.00 ZZ
360 281,610.58 1
1
7365 DUNRAVEN PLACE 7.875 2,044.70 74
7.625 2,044.70 382,005.00
ATLANTA GA 30328 1 11/25/96 00
0430127274 05 01/01/97 0
1371118086 O 12/01/26
0
1551484 074/G01 F 240,000.00 ZZ
360 239,692.87 1
2233 DANBURY CT SE 8.250 1,803.04 80
8.000 1,803.04 300,000.00
OLYMPIA WA 98501 1 11/19/96 00
0430128652 05 01/01/97 0
1471005525 O 12/01/26
0
1551485 074/G01 F 300,000.00 ZZ
360 299,798.71 1
1815 SYDNEY STREET 8.000 2,201.29 74
7.750 2,201.29 410,000.00
SAN LUIS OBISPO CA 93401 2 12/05/96 00
0430128678 05 02/01/97 0
1480004738 O 01/01/27
0
1551486 074/G01 F 377,600.00 ZZ
360 377,140.88 1
4001 FAIR OAKS BLVD 8.500 2,903.42 80
8.250 2,903.42 472,000.00
SACRAMENTO CA 95864 1 11/05/96 00
0430130997 05 01/01/97 0
1483004950 O 12/01/26
0
1551487 074/G01 F 225,000.00 ZZ
360 224,849.03 1
5210 EQUESTRIAN COURT 8.000 1,650.97 90
7.750 1,650.97 250,000.00
ROCKLIN CA 95677 2 12/13/96 11
0430130740 05 02/01/97 25
1483005974 O 01/01/27
0
1551490 074/G01 F 375,000.00 ZZ
360 374,735.32 1
2772 AUTUMN RIDGE DRIVE 7.750 2,686.55 80
7.500 2,686.55 469,565.00
THOUSAND OAKS CA 91362 1 12/12/96 00
0430127480 05 02/01/97 0
1
1487006618 O 01/01/27
0
1551491 074/G01 F 359,000.00 ZZ
360 358,740.17 1
10707 SANTA ROSA ROAD 7.625 2,540.98 74
7.375 2,540.98 490,000.00
CAMARILLO CA 93012 2 12/07/96 00
0430127498 05 02/01/97 0
1487007643 O 01/01/27
0
1551492 074/G01 F 295,000.00 ZZ
360 294,796.99 1
26195 MESA PLACE 7.875 2,138.95 54
7.625 2,138.95 550,000.00
CARMEL CA 93923 2 12/20/96 00
0430127514 05 02/01/97 0
1489003326 O 01/01/27
0
1551493 074/G01 F 350,000.00 ZZ
360 349,342.81 1
1028 AUGUSTA DRIVE 8.375 2,660.25 78
8.125 2,660.25 450,000.00
NAMPA ID 83686 2 10/25/96 00
0430127522 03 12/01/96 0
1491000728 O 11/01/26
0
1551494 074/G01 F 275,000.00 ZZ
360 274,620.26 1
13905 NE STOLLER ROAD 7.875 1,993.94 80
7.625 1,993.94 345,000.00
DAYTON OR 97114 2 11/15/96 00
0430127530 05 01/01/97 0
1493000081 O 12/01/26
0
1551496 074/G01 F 373,000.00 ZZ
360 372,497.79 1
1590 S DEVONSHIRE DRIVE 8.000 2,736.94 77
7.750 2,736.94 485,000.00
SALT LAKE CITY UT 84108 2 11/21/96 00
0430128686 05 01/01/97 0
1497001676 O 12/01/26
0
1
1551498 074/G01 F 275,000.00 T
360 274,841.78 1
15 PROSPECTOR DRIVE 8.750 2,163.43 77
8.500 2,163.43 360,000.00
PARK CITY UT 84060 5 12/04/96 00
0430126680 05 02/01/97 0
1497001836 O 01/01/27
0
1551499 074/G01 F 235,000.00 ZZ
360 234,846.28 1
1161 SOUTH STANSBURY WAY 8.125 1,744.87 64
7.875 1,744.87 370,000.00
SALT LAKE CITY UT 84108 5 12/17/96 00
0430127266 05 02/01/97 0
1497002034 O 01/01/27
0
1551501 074/G01 F 220,000.00 ZZ
360 219,703.77 1
112 LINWOOD ROAD 8.000 1,614.29 92
7.750 1,614.29 240,000.00
ARDMORE PA 19003 1 11/08/96 12
0430128702 05 01/01/97 30
1500268264 O 12/01/26
0
1551502 074/G01 F 372,000.00 ZZ
360 371,559.16 1
928 MERION SQUARE ROAD 8.625 2,893.38 75
8.375 2,893.38 496,000.00
GLADWYNE PA 19035 1 11/15/96 00
0430127357 05 01/01/97 0
1500268592 O 12/01/26
0
1551504 074/G01 F 285,000.00 ZZ
360 284,644.47 1
26 SELFRIDGE ROAD 8.375 2,166.21 75
8.125 2,166.21 380,000.00
BEDFORD MA 01730 5 11/19/96 00
0430127415 05 01/01/97 0
1500278053 O 12/01/26
0
1551505 074/G01 F 277,500.00 ZZ
360 277,017.51 1
10105 RALEIGH LAGRANGE ROAD 8.750 2,183.10 75
8.500 2,183.10 370,000.00
1
EADS TN 38028 2 10/17/96 00
0430127423 05 12/01/96 0
1502049308 O 11/01/26
0
1551506 074/G01 F 256,500.00 ZZ
360 256,211.34 1
1316 GRAYSTONE LANE 8.875 2,040.83 90
8.625 2,040.83 285,000.00
CORDOVA TN 38018 1 11/22/96 10
0430134924 03 01/01/97 25
1502052630 O 12/01/26
0
1551507 074/G01 F 116,800.00 ZZ
360 116,560.87 1
106 POWER STATION RD. 8.625 908.46 79
8.375 908.46 149,000.00
TAFT TN 38488 2 11/21/96 00
0430127555 05 01/01/97 0
1502054320 O 12/01/26
0
1551509 074/G01 F 68,700.00 ZZ
360 68,620.67 1
738 COON WILLIAMS ROAD 8.750 540.46 80
8.500 540.46 85,900.00
TROY TN 38260 2 11/15/96 00
0430127571 05 01/01/97 0
1502057179 O 12/01/26
0
1551510 074/G01 F 239,250.00 ZZ
360 238,987.65 1
7165 SAPRI PLACE 9.000 1,925.06 95
8.750 1,925.06 252,000.00
RANCHO CUCAMONG CA 91701 1 11/06/96 11
0430127589 05 01/01/97 30
1502057419 O 12/01/26
0
1551511 074/G01 F 328,000.00 ZZ
240 326,933.51 1
155 NORTHWIND DR 8.375 2,820.56 80
8.125 2,820.56 410,000.00
BRANDON MS 39042 1 11/15/96 00
0430126169 05 01/01/97 0
1502057656 O 12/01/16
0
1
1551513 074/G01 F 230,000.00 ZZ
360 229,853.34 1
1400 DAVIS LANE 8.250 1,727.91 67
8.000 1,727.91 345,000.00
KNOXVILLE TN 37923 1 12/05/96 00
0430127456 05 02/01/97 0
1502062281 O 01/01/27
0
1551514 074/G01 F 246,000.00 ZZ
360 245,677.08 1
2013 ARBONNE COURT 8.125 1,826.54 94
7.875 1,826.54 261,800.00
BILOXI MS 39531 1 11/26/96 01
0430134932 05 01/01/97 30
1502064301 O 12/01/26
0
1551515 074/G01 F 235,472.00 ZZ
360 233,141.63 1
7 MISTY MESA COURT 8.000 1,727.81 73
7.750 1,727.81 325,000.00
PLACITAS NM 87043 4 11/22/96 00
0430127472 03 01/01/97 0
1504043051 O 12/01/26
0
1551516 074/G01 F 369,000.00 ZZ
360 368,141.46 1
1214 LESLEY LANE 8.750 2,902.93 90
8.500 2,902.93 410,000.00
LONGVIEW TX 75604 1 09/30/96 10
0430127605 03 11/01/96 25
1504073507 O 10/01/26
0
1551517 074/G01 F 165,000.00 ZZ
360 164,697.99 1
935 GREENBRIAR LANE 8.500 1,268.71 74
8.250 1,268.71 225,000.00
DUNCANVILLE TX 75137 1 10/28/96 00
0430127613 05 12/01/96 0
1504081196 O 11/01/26
0
1551518 074/G01 F 499,750.00 ZZ
360 499,093.97 1
1
11717 LONGLEAF LANE 8.125 3,710.63 80
7.875 3,710.63 624,748.00
HOUSTON TX 77024 1 11/08/96 00
0430126995 05 01/01/97 0
1504084310 O 12/01/26
0
1551520 074/G01 F 228,450.00 ZZ
360 228,157.64 1
1301 MCCRAE TRAIL 8.250 1,716.27 80
8.000 1,716.27 285,582.00
SOUTHLAKE TX 76092 4 11/22/96 00
0430127548 03 01/01/97 0
1504085620 O 12/01/26
0
1551521 074/G01 F 160,000.00 ZZ
360 159,789.95 1
6740 SKYLINE DRIVE 8.125 1,188.00 58
7.875 1,188.00 277,000.00
DELRAY BEACH FL 33446 1 11/15/96 00
0430130682 05 01/01/97 0
1504088402 O 12/01/26
0
1551522 074/G01 F 265,000.00 ZZ
360 264,644.25 1
62 MOCCASIN TRAIL 8.625 2,061.14 95
8.375 2,061.14 280,850.00
SANDIA PARK NM 87047 1 11/15/96 12
0430126466 03 01/01/97 30
1504088865 O 12/01/26
0
1551523 074/G01 F 422,100.00 ZZ
360 421,559.83 1
10428 CITY LIGHTS DRIVE NE 8.250 3,171.10 90
8.000 3,171.10 469,000.00
ALBUQUERQUE NM 87111 1 11/22/96 10
0430130690 03 01/01/97 25
1504090029 O 12/01/26
0
1551524 074/G01 F 244,000.00 ZZ
360 243,530.01 1
6601 LOCKHAVEN LANE NE 8.250 1,833.09 80
8.000 1,833.09 305,000.00
ALBUQUERQUE NM 87111 1 11/25/96 00
0430128280 03 01/01/97 0
1
1504091269 O 12/01/26
0
1551525 074/G01 F 177,000.00 ZZ
360 176,887.14 1
18202 ENNSBURY DRIVE 8.250 1,329.74 73
8.000 1,329.74 245,000.00
HOUSTON TX 77084 2 12/12/96 00
0430128728 03 02/01/97 0
1504091564 O 01/01/27
0
1551526 074/G01 F 129,000.00 ZZ
360 127,638.61 1
6501 MEADOW LAKES DRIVE 7.875 935.34 75
7.625 935.34 172,000.00
NORTH RICHLAND TX 76180 1 12/03/96 00
0430128736 03 01/01/97 0
1504092670 O 12/01/26
0
1551528 074/G01 F 288,000.00 ZZ
360 287,436.31 1
8025 TIBURON PL. 8.375 2,189.01 90
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JOHNSTON IA 50131 2 11/12/96 10
0430128314 05 01/01/97 25
1505036765 O 12/01/26
0
1551529 074/G01 F 218,000.00 ZZ
360 217,492.78 1
5618 SUMMERSIDE TRAIL 8.750 1,715.01 72
8.500 1,715.01 305,000.00
ST. LOUIS MO 63128 2 09/27/96 00
0430128322 03 11/01/96 0
1505051000 O 10/01/26
0
1551530 074/G01 F 429,000.00 ZZ
360 428,247.96 1
5005 COPPER CREEK DRIVE 8.250 3,222.93 83
8.000 3,222.93 520,000.00
PLEASENT HILL IA 50317 2 11/22/96 10
0430127027 05 01/01/97 12
1505059396 O 12/01/26
0
1
1551531 074/G01 F 271,500.00 ZZ
360 271,003.04 1
2060 E NORSHIRE STREET 8.500 2,087.61 76
8.250 2,087.61 360,000.00
SPRINGFIELD MO 65804 2 10/23/96 00
0430128330 05 12/01/96 0
1505062980 O 11/01/26
0
1551533 074/G01 F 396,000.00 ZZ
360 395,542.66 1
931 SCOTT DRIVE 8.750 3,115.34 90
8.500 3,115.34 440,000.00
MARCO ISLAND FL 34145 1 11/25/96 11
0430126037 05 01/01/97 25
1505068477 O 12/01/26
0
1551534 074/G01 F 137,150.00 ZZ
360 137,062.55 1
7221 N W 107TH STREET 8.250 1,030.36 65
8.000 1,030.36 211,000.00
GRIMES IA 50111 5 12/09/96 00
0430128744 05 02/01/97 0
1505070898 O 01/01/27
0
1551535 074/G01 F 350,000.00 ZZ
360 349,427.67 1
6734 RED OAK DRIVE 8.250 2,629.44 70
8.000 2,629.44 500,000.00
SHAWNEE KS 66217 2 11/27/96 00
0430128751 03 01/01/97 0
1505072066 O 12/01/26
0
1551536 074/G01 F 242,250.00 ZZ
360 241,944.96 1
5005 CHESLEY AVENUE 8.375 1,841.27 95
8.125 1,841.27 255,000.00
LOS ANGELES ARE CA 90043 1 11/11/96 12
0430130831 05 01/01/97 30
1506163236 O 12/01/26
0
1551537 074/G01 F 480,000.00 ZZ
360 479,165.47 1
1015 WHITE SAILS WAY 8.750 3,776.16 79
8.500 3,776.16 612,000.00
1
CORONA DEL MAR CA 92625 5 10/01/96 00
0430127670 03 12/01/96 0
1506164330 O 11/01/26
0
1551538 074/G01 F 340,000.00 ZZ
360 338,144.71 1
17926 MONTAGUE COURT 8.750 2,674.79 78
GRANADA HILLS AREA 8.500 2,674.79 440,000.00
LOS ANGELES CA 91344 2 10/09/96 00
0430127738 03 12/01/96 0
1506167441 O 11/01/26
0
1551540 074/G01 F 337,500.00 ZZ
360 337,033.94 1
150 ALDER STREET 7.875 2,447.11 75
7.625 2,447.11 450,000.00
CORONADO CA 92118 5 11/15/96 00
0430127795 05 01/01/97 0
1506170195 O 12/01/26
0
1551544 074/G01 F 400,000.00 ZZ
360 399,501.02 1
1378 STRAND AVENUE 8.375 3,040.29 70
8.125 3,040.29 575,000.00
OCEANO CA 93445 2 11/01/96 00
0430127902 05 01/01/97 0
1506172714 O 12/01/26
0
1551548 074/G01 F 258,350.00 ZZ
360 257,864.89 1
21012 SHAW LANE 8.375 1,963.65 75
8.125 1,963.65 344,500.00
HUNTINGTON BEAC CA 92646 1 10/22/96 00
0430130658 05 12/01/96 0
1506174979 O 11/01/26
0
1551549 074/G01 F 116,000.00 ZZ
360 115,869.46 1
2676 CALLE MANZANO 8.875 922.95 57
8.625 922.95 205,000.00
THOUSAND OAKS CA 91360 5 11/01/96 00
0430130666 05 01/01/97 0
1506175417 O 12/01/26
0
1
1551550 074/G01 F 221,600.00 ZZ
360 221,309.10 1
665 AZALEA STREET 8.125 1,645.38 80
7.875 1,645.38 277,000.00
THOUSAND OAKS CA 91360 1 11/08/96 00
0430127928 05 01/01/97 0
1506176023 O 12/01/26
0
1551551 074/G01 F 338,000.00 ZZ
360 337,589.03 1
732 ROSEMONT AVENUE 8.500 2,598.93 80
8.250 2,598.93 425,000.00
PASADENA CA 91103 2 11/08/96 00
0430130971 05 01/01/97 0
1506177252 O 12/01/26
0
1551553 074/G01 F 558,750.00 ZZ
360 558,052.98 1
914 MALCOLM AVENUE 8.375 4,246.91 75
8.125 4,246.91 745,000.00
LOS ANGELES CA 90024 1 11/14/96 00
0430128363 05 01/01/97 0
1506177988 O 12/01/26
0
1551554 074/G01 F 186,000.00 ZZ
360 185,767.99 1
45 CYPRESS WAY 8.375 1,413.73 52
8.125 1,413.73 360,000.00
ROLLING HILLS E CA 90274 5 11/26/96 00
0430128371 03 01/01/97 0
1506180188 O 12/01/26
0
1551557 074/G01 F 224,000.00 ZZ
360 222,031.48 1
1215 NORTH LOUISE STREET 8.125 1,663.20 70
7.875 1,663.20 324,000.00
GLENDALE CA 91207 1 11/18/96 00
0430130724 05 01/01/97 0
1506181566 O 12/01/26
0
1551559 074/G01 F 375,000.00 ZZ
360 374,495.08 1
1
4774 BRYN MAWR ROAD 8.000 2,751.62 69
7.750 2,751.62 550,000.00
LOS ANGELES CA 90027 5 11/25/96 00
0430130708 05 01/01/97 0
1506183073 O 12/01/26
0
1551560 074/G01 F 272,000.00 ZZ
360 271,642.93 1
380 SOUTH MERIDITH AVENUE 8.125 2,019.60 80
7.875 2,019.60 340,000.00
PASADENA CA 91106 1 11/22/96 00
0430128769 05 01/01/97 0
1506183313 O 12/01/26
0
1551561 074/G01 F 292,750.00 ZZ
360 292,345.72 1
19942 STONEHENGE COURT 7.875 2,122.65 80
7.625 2,122.65 365,990.00
WOODLAND HILLS CA 91367 1 11/15/96 00
0430128025 03 01/01/97 0
1506183379 O 12/01/26
0
1551562 074/G01 F 228,000.00 ZZ
360 227,715.57 1
2439 OAKES LANE 8.375 1,732.97 75
8.125 1,732.97 304,000.00
HANFORD CA 93230 5 11/22/96 00
0430127993 05 01/01/97 0
1506184429 O 12/01/26
0
1551570 074/G01 F 330,000.00 ZZ
360 329,348.00 1
141 CRYSTAL SPRING DRIVE 8.125 2,450.24 63
7.875 2,450.24 525,800.00
ASHTON MD 20861 4 10/10/96 00
0430131078 05 12/01/96 0
1507190835 O 11/01/26
0
1551571 074/G01 F 262,000.00 ZZ
360 261,705.15 1
4030 SHADY HOLLOW DRIVE 8.875 2,084.59 78
8.625 2,084.59 337,500.00
HENDERSON KY 42420 2 11/12/96 00
0430128777 05 01/01/97 0
1
1507196933 O 12/01/26
0
1551573 074/G01 F 200,000.00 ZZ
360 199,769.00 1
11834 PINE MOUNTAIN DR. 8.750 1,573.41 56
8.500 1,573.41 360,000.00
BRIGHTON MI 48116 5 11/01/96 00
0430128413 05 01/01/97 0
1507203777 O 12/01/26
0
1551574 074/G01 F 96,000.00 ZZ
360 95,841.50 1
4505 ROBINWOOD 9.000 772.44 66
8.750 772.44 146,000.00
ROYAL OAK MI 48073 1 11/01/96 00
0430128421 05 12/01/96 0
1507204099 O 11/01/26
0
1551575 074/G01 F 150,000.00 ZZ
360 149,808.04 1
2204 BURRUS DRIVE 8.250 1,126.90 75
8.000 1,126.90 200,000.00
LEXINGTON KY 40513 1 11/29/96 00
0430128439 05 01/01/97 0
1507204259 O 12/01/26
0
1551576 074/G01 F 282,950.00 ZZ
360 282,597.05 1
10610 NORTHEAST 117TH PLACE 8.375 2,150.62 95
8.125 2,150.62 297,855.00
KIRKLAND WA 98033 1 11/12/96 14
0430126441 05 01/01/97 30
1507205171 O 12/01/26
0
1551577 074/G01 F 240,000.00 ZZ
360 239,676.87 1
2105 PRINCESS ANNE CT 8.000 1,761.03 80
7.750 1,761.03 301,000.00
VIRGINIA BCH VA 23457 5 11/19/96 00
0430128447 05 01/01/97 0
1507205499 O 12/01/26
0
1
1551578 074/G01 F 140,250.00 ZZ
360 140,056.33 1
5018 MEADOWBROOK DR 7.875 1,016.91 75
7.625 1,016.91 187,500.00
W BLOOMFIELD MI 48322 1 11/15/96 00
0430128454 05 01/01/97 0
1507205852 O 12/01/26
0
1551579 074/G01 F 300,000.00 ZZ
360 299,575.15 1
RT 2 BOX 277A 7.750 2,149.24 76
7.500 2,149.24 399,722.00
BLUEMONT VA 20135 1 11/19/96 00
0430131003 05 01/01/97 0
1507206196 O 12/01/26
0
1551581 975/G01 F 255,000.00 ZZ
360 255,000.00 1
3909 NORTH POPPYSEED PLACE 8.250 1,915.73 75
CALABASAS AREA 8.000 1,915.73 340,000.00
LOS ANGELES CA 91302 1 01/01/97 00
0430132035 05 03/01/97 0
963088 O 02/01/27
0
1551582 074/G01 F 125,900.00 ZZ
360 125,726.15 1
3944 VALLEY RIDGE DR 7.875 912.86 75
7.625 912.86 167,900.00
FAIRFAX VA 22033 1 11/19/96 00
0430128116 09 01/01/97 0
1507208260 O 12/01/26
0
1551583 074/G01 F 266,400.00 ZZ
360 266,041.31 1
10076 BRAEMOOR 8.000 1,954.75 80
7.750 1,954.75 333,000.00
GRAND BLANC MI 48439 2 11/22/96 00
0430130732 05 01/01/97 0
1507208497 O 12/01/26
0
1551584 074/G01 F 300,450.00 ZZ
360 300,103.00 1
100 BEACHDALE COURT 8.750 2,363.65 90
8.500 2,363.65 333,885.00
1
ACCOKEEK MD 20607 1 11/26/96 11
0430131029 03 01/01/97 30
1507212155 O 12/01/26
0
1551585 074/G01 F 280,250.00 ZZ
360 279,900.39 1
5841 NEBRASKA AVENUE, N.W. 8.375 2,130.11 95
8.125 2,130.11 295,000.00
WASHINGTON DC 20015 1 12/02/96 04
0430126474 05 01/01/97 30
1507212494 O 12/01/26
0
1551586 074/G01 F 299,000.00 ZZ
360 298,827.97 1
6245 RUNNYMEAD COURT 8.750 2,352.24 69
8.500 2,352.24 439,000.00
WEST BLOOMFIELD MI 48322 1 12/12/96 00
0430128199 03 02/01/97 0
1507216247 O 01/01/27
0
1551588 074/G01 F 350,000.00 ZZ
360 349,752.97 1
3811 TENNYSON STREET 7.750 2,507.45 80
7.500 2,507.45 438,000.00
HOUSTON TX 77005 1 12/10/96 00
0430128207 05 02/01/97 0
1509954475 O 01/01/27
0
1551589 074/G01 F 294,200.00 ZZ
360 293,661.50 1
1831 WILD GRAPE LANE 8.500 2,262.15 80
8.250 2,262.15 367,773.00
ORANGE PARK FL 32073 1 10/04/96 00
0430128785 03 12/01/96 0
1511042230 O 11/01/26
0
1551591 074/G01 F 150,000.00 ZZ
360 149,539.18 1
320 ROYAL RIDGE WAY 8.500 1,153.37 80
8.250 1,153.37 188,000.00
FAYETTEVILLE GA 30215 2 08/27/96 00
0430128470 03 10/01/96 0
1511045705 O 09/01/26
0
1
1551592 074/G01 F 95,000.00 ZZ
360 94,834.82 1
142 BRIARWOOD COURT 8.750 747.37 70
8.500 747.37 136,000.00
HOSCHTON GA 30548 2 10/18/96 00
0430128488 05 12/01/96 0
1511052201 O 11/01/26
0
1551594 074/G01 F 80,650.00 ZZ
360 80,556.84 1
213 DUE WEST DRIVE 8.750 634.48 75
8.500 634.48 107,584.00
STOCKBRIDGE GA 30281 1 11/18/96 00
0430128504 05 01/01/97 0
1511058999 O 12/01/26
0
1551595 074/G01 F 79,000.00 ZZ
360 78,949.62 1
2005 LAUREL GATE LANE 8.250 593.50 70
8.000 593.50 113,000.00
MONROE GA 30655 2 12/09/96 00
0430128512 05 02/01/97 0
1511059517 O 01/01/27
0
1551597 074/G01 F 250,000.00 ZZ
360 249,554.03 1
2020 BAYSHORE DR 8.625 1,944.47 74
8.375 1,944.47 340,000.00
BELLEAIR BEACH FL 34634 5 10/18/96 00
0430131037 05 12/01/96 0
1511060550 O 11/01/26
0
1551599 074/G01 F 37,000.00 ZZ
360 36,958.36 1
717 W SECOND NORTH STREET 8.875 294.39 65
8.625 294.39 57,000.00
MORRISTOWN TN 37814 5 11/06/96 00
0430128462 05 01/01/97 0
1511065214 O 12/01/26
0
1551600 074/G01 F 223,250.00 ZZ
360 222,978.55 1
1
1833 IVANHOE ROAD 8.500 1,716.60 95
8.250 1,716.60 235,000.00
ORLANDO FL 32804 1 11/15/96 10
0430128793 05 01/01/97 30
1511066308 O 12/01/26
0
1551601 074/G01 F 156,000.00 ZZ
360 155,795.21 1
1377 DOWNINGTON LANE 8.125 1,158.30 65
7.875 1,158.30 240,000.00
ACWORTH GA 30101 5 11/20/96 00
0430131060 03 01/01/97 0
1511066421 O 12/01/26
0
1551602 074/G01 F 157,500.00 ZZ
360 157,322.75 1
19548 TWIN PONDS RD 8.875 1,253.14 75
8.625 1,253.14 210,000.00
UMATILLA FL 32784 1 11/13/96 00
0430131011 05 01/01/97 0
1511068642 O 12/01/26
0
1551603 074/G01 F 284,000.00 ZZ
360 283,654.68 1
248 TEQUESTA CIRCLE 8.500 2,183.72 80
8.250 2,183.72 355,000.00
TEQUESTA FL 33469 1 11/27/96 00
0430128553 05 01/01/97 0
1511070790 O 12/01/26
0
1551606 074/G01 F 386,000.00 T
360 384,898.22 1
6350 EAST AMBER SUN DRIVE 8.625 3,002.27 80
8.375 3,002.27 483,242.00
SCOTTSDALE AZ 85258 1 10/23/96 00
0430126516 03 12/01/96 0
1512047320 O 11/01/26
0
1551607 074/G01 F 600,000.00 ZZ
360 598,865.57 1
676 INSPIRATION DRIVE 8.500 4,613.48 79
8.250 4,613.48 767,500.00
ZEPHYR COVE NV 89448 1 10/25/96 00
0430131045 05 12/01/96 0
1
1512054009 O 11/01/26
0
1551609 074/G01 F 570,000.00 ZZ
360 569,324.54 1
22250 VARIAN WAY 8.625 4,433.40 72
8.375 4,433.40 800,000.00
CUPERTINO CA 95014 2 11/08/96 00
0430131086 05 01/01/97 0
1512056456 O 12/01/26
0
1551611 074/G01 F 650,000.00 ZZ
360 648,779.49 1
418 24TH STREET 8.375 4,940.47 80
8.125 4,940.47 822,000.00
SANTA MONICA CA 90402 1 10/12/96 00
0430126193 05 12/01/96 0
1512060497 O 11/01/26
0
1551612 074/G01 F 296,000.00 ZZ
360 295,645.48 1
5805 W ARROWHEAD LAKES DRIVE 8.750 2,328.63 80
8.500 2,328.63 370,000.00
GLENDALE AZ 85308 5 11/29/96 00
0430128819 03 01/01/97 0
1512062517 O 12/01/26
0
1551613 074/G01 F 65,600.00 ZZ
360 65,562.25 1
4925 15TH AVENUE 8.750 516.08 80
8.500 516.08 82,000.00
SACRAMENTO CA 95820 5 12/02/96 00
0430131052 05 02/01/97 0
1512066052 O 01/01/27
0
1551614 074/G01 F 600,000.00 ZZ
360 599,617.40 1
14125 NORTH 65TH AVENUE 8.250 4,507.60 60
8.000 4,507.60 1,010,000.00
GLENDALE AZ 85306 2 12/12/96 00
0430126896 05 02/01/97 0
1512068761 O 01/01/27
0
1
1551615 074/G01 F 243,000.00 ZZ
360 242,577.50 1
0002 KNIGHT ROAD 8.750 1,911.69 78
8.500 1,911.69 315,000.00
BASALT CO 81621 2 10/14/96 00
0430128892 05 12/01/96 0
1513063504 O 11/01/26
0
1551617 074/G01 F 391,500.00 ZZ
360 390,972.87 1
7330 FAIRWAY LANE 8.000 2,872.69 90
7.750 2,872.69 435,000.00
PARKER CO 80134 1 11/20/96 10
0430130583 03 01/01/97 25
1513074533 O 12/01/26
0
1551618 074/G01 F 350,000.00 ZZ
360 349,325.85 1
15055 HENRY RIDE HEIGHTS 8.250 2,629.43 67
8.000 2,629.43 525,000.00
COLORADO SPRING CO 80926 2 10/23/96 00
0430129437 03 12/01/96 0
1513075693 O 11/01/26
0
1551620 074/G01 F 261,000.00 ZZ
360 260,503.35 1
511 SOUTH 130 WEST 8.125 1,937.92 90
7.875 1,937.92 290,000.00
OREM UT 84058 1 11/18/96 10
0430126052 05 01/01/97 25
1513082881 O 12/01/26
0
1551621 074/G01 F 233,650.00 ZZ
360 233,497.17 1
159 SOUTH CORNELL COURT 8.125 1,734.84 85
7.875 1,734.84 274,900.00
LAKE OSWEGO OR 97034 1 12/01/96 11
0430129452 05 02/01/97 12
1513083749 O 01/01/27
0
1551622 074/G01 F 290,000.00 ZZ
360 289,815.08 1
175 SPRING LANE 8.250 2,178.67 79
8.000 2,178.67 368,000.00
1
BOULDER CO 80302 1 12/05/96 00
0430129460 05 02/01/97 0
1513085777 O 01/01/27
0
1551624 074/G01 F 310,700.00 ZZ
360 310,292.14 1
2474 WEST PEAKVIEW COURT 8.125 2,306.94 90
7.875 2,306.94 345,312.00
LITTLETON CO 80120 1 11/22/96 11
0430129049 03 01/01/97 25
1513087524 O 12/01/26
0
1551625 074/G01 F 80,000.00 ZZ
360 79,905.20 1
764 WEST 4075 SOUTH 8.625 622.23 65
8.375 622.23 124,000.00
RIVERDALE UT 84405 1 11/13/96 00
0430129056 03 01/01/97 0
1513088083 O 12/01/26
0
1551626 074/G01 F 221,310.00 ZZ
360 221,012.03 1
3133 NORTH COUNTY ROAD 3 8.000 1,623.89 90
7.750 1,623.89 245,900.00
LOVELAND CO 80538 1 11/12/96 01
0430129163 05 01/01/97 25
1513088367 O 12/01/26
0
1551627 074/G01 F 224,000.00 ZZ
360 223,853.48 1
5636 WEST 11200 NORTH 8.125 1,663.19 80
7.875 1,663.19 280,000.00
HIGHLAND UT 84003 5 12/09/96 00
0430129171 05 02/01/97 0
1513088968 O 01/01/27
0
1551628 074/G01 F 270,000.00 ZZ
360 269,636.47 1
6410 106TH AVENUE NORTHEAST 8.000 1,981.16 72
7.750 1,981.16 375,000.00
KIRKLAND WA 98033 2 11/18/96 00
0430129007 05 01/01/97 0
1513089213 O 12/01/26
0
1
1551629 074/G01 F 328,500.00 ZZ
360 328,057.69 1
3870 CRONDALL DRIVE 8.000 2,410.42 90
7.750 2,410.42 365,000.00
SACRAMENTO CA 95864 1 11/05/96 11
0430130989 05 01/01/97 25
1513089348 O 12/01/26
0
1551630 074/G01 F 286,000.00 ZZ
360 285,634.01 1
25 PORTERO DRIVE 8.250 2,148.62 80
8.000 2,148.62 360,500.00
PUEBLO CO 81005 5 11/18/96 00
0430129106 05 01/01/97 0
1513089950 O 12/01/26
0
1551631 074/G01 F 224,900.00 ZZ
360 224,612.19 1
2400 SW BORDER WAY 8.250 1,689.60 78
8.000 1,689.60 289,000.00
GRESHAM OR 97080 4 11/14/96 00
0430126664 05 01/01/97 0
1513089982 O 12/01/26
0
1551632 074/G01 F 264,000.00 ZZ
360 263,662.16 1
17281 KELOK ROAD 8.250 1,983.34 80
8.000 1,983.34 330,000.00
LAKE OSWEGO OR 97034 2 11/26/96 00
0430134288 05 01/01/97 0
1513090529 O 12/01/26
0
1551634 074/G01 F 345,000.00 ZZ
360 344,535.48 1
835 12TH STREET 8.000 2,531.49 69
7.750 2,531.49 506,000.00
BOULDER CO 80302 5 11/27/96 00
0430134957 05 01/01/97 0
1513091770 O 12/01/26
0
1551635 074/G01 F 126,400.00 ZZ
360 126,130.13 1
1
4311 NORTH 26TH STREET 8.000 927.48 80
7.750 927.48 158,000.00
TACOMA WA 98407 5 11/15/96 00
0430129387 05 01/01/97 0
1513092091 O 12/01/26
0
1551636 074/G01 F 255,000.00 ZZ
360 254,828.90 1
2304 NOTTINGHAM COURT 8.000 1,871.10 75
7.750 1,871.10 340,000.00
FORT COLLINS CO 80526 5 12/10/96 00
0430130880 03 02/01/97 0
1513092230 O 01/01/27
0
1551637 074/G01 F 255,000.00 ZZ
360 254,673.68 1
4992 SOUTH 950 EAST 8.250 1,915.73 75
8.000 1,915.73 340,000.00
SOUTH OGDEN UT 84403 2 11/22/96 00
0430129064 05 01/01/97 0
1513092400 O 12/01/26
0
1551638 074/G01 F 116,000.00 ZZ
360 115,858.96 1
6120 WEST 5500 SOUTH 8.500 891.94 65
8.250 891.94 178,500.00
HOOPER UT 84315 5 11/22/96 00
0430129486 05 01/01/97 0
1513092411 O 12/01/26
0
1551639 074/G01 F 144,800.00 ZZ
360 144,707.67 1
14529 NORTHEAST 180TH ST 8.250 1,087.83 80
8.000 1,087.83 181,000.00
WOODINVILLE WA 98072 5 12/16/96 00
0430129502 05 02/01/97 0
1513092502 O 01/01/27
0
1551640 074/G01 F 235,800.00 ZZ
360 235,649.64 1
2714 NE 136TH STREET 8.250 1,771.49 90
8.000 1,771.49 262,000.00
VANCOUVER WA 98686 1 12/04/96 14
0430129528 03 02/01/97 25
1
1513093470 O 01/01/27
0
1551641 074/G01 F 320,000.00 ZZ
360 319,779.78 1
15310 POMPEII SQUARE 7.875 2,320.22 80
7.625 2,320.22 400,000.00
COLORADO SPRING CO 80921 2 12/06/96 00
0430129536 03 02/01/97 0
1513093822 O 01/01/27
0
1551642 074/G01 F 219,200.00 ZZ
360 219,045.29 1
4626 143RD AVENUE SOUTHEAST 7.750 1,570.38 80
7.500 1,570.38 274,000.00
BELLEVUE WA 98006 1 12/11/96 00
0430130922 05 02/01/97 0
1513094280 O 01/01/27
0
1551643 074/G01 F 254,600.00 ZZ
360 254,428.85 1
17791 OVERLOOK LANE 8.000 1,868.16 95
7.750 1,868.16 268,100.00
LAKE OSWEGO OR 97034 1 12/05/96 11
0430134965 05 02/01/97 30
1513094814 O 01/01/27
0
1551644 074/G01 F 252,000.00 ZZ
360 251,830.91 1
1701 EAST JOHN STREET 8.000 1,849.09 80
7.750 1,849.09 315,000.00
SEATTLE WA 98112 1 12/02/96 00
0430129205 05 02/01/97 0
1513095624 O 01/01/27
0
1551645 074/G01 F 97,600.00 ZZ
360 97,539.34 1
308 SOUTH 7TH STREET 8.375 741.83 80
8.125 741.83 122,000.00
BELLEVUE ID 83313 5 12/17/96 00
0430130914 05 02/01/97 0
1513096365 O 01/01/27
0
1
1551646 074/G01 F 550,000.00 ZZ
360 549,630.96 1
139 BIRNAM WOOD COURT 8.000 4,035.71 62
7.750 4,035.71 894,754.00
AUSTIN TX 78746 1 12/06/96 00
0430130864 03 02/01/97 0
1520003932 O 01/01/27
0
1551647 074/G01 F 408,750.00 ZZ
360 408,495.93 1
2008 CERCA VIEJO WAY 8.375 3,106.80 75
8.125 3,106.80 545,000.00
AUSTIN TX 78746 1 12/19/96 00
0430129239 05 02/01/97 0
1520005268 O 01/01/27
0
1551648 074/G01 F 248,800.00 ZZ
360 248,289.45 1
4 VILLAGE OAKS LANE 8.000 1,825.61 80
7.750 1,825.61 311,000.00
HOUSTON TX 77055 1 11/21/96 00
0430129296 05 01/01/97 0
1521031649 O 12/01/26
0
1551650 074/G01 F 315,000.00 ZZ
360 314,783.22 1
1911 WATERSIDE DR 7.875 2,283.97 80
7.625 2,283.97 393,870.00
MISSOURI CITY TX 77459 1 12/10/96 00
0430129346 03 02/01/97 0
1521033939 O 01/01/27
0
1551651 074/G01 F 62,900.00 ZZ
360 62,857.79 1
1217 HEMPHILL DRIVE 8.000 461.54 90
7.750 461.54 69,900.00
CLEBURNE TX 76031 1 12/17/96 10
0430126045 05 02/01/97 25
1525004273 O 01/01/27
0
1551652 074/G01 F 280,150.00 ZZ
360 279,957.20 1
19226 KRISTEN WAY 7.875 2,031.28 78
7.625 2,031.28 360,000.00
1
SAN ANTONIO TX 78258 2 12/06/96 00
0430129361 03 02/01/97 0
1526000540 O 01/01/27
0
1551653 074/G01 F 217,900.00 ZZ
360 217,764.56 1
9001 WILLOW BEND DRIVE 8.375 1,656.20 80
8.125 1,656.20 272,500.00
WOODWAY TX 76712 2 12/04/96 00
0430129270 05 02/01/97 0
1529000558 O 01/01/27
0
1551654 074/G01 F 476,300.00 ZZ
360 475,674.75 1
2198 SHEFFIELD RIDGE COURT 8.125 3,536.52 80
7.875 3,536.52 595,385.00
SAN JOSE CA 95138 1 11/15/96 00
0430127142 05 01/01/97 0
1561338341 O 12/01/26
0
1551655 074/G01 F 465,000.00 ZZ
360 464,679.98 1
20461 WILLIAMS AVENUE 7.875 3,371.58 77
7.625 3,371.58 611,000.00
SARATOGA CA 95070 1 12/04/96 00
0430130955 05 02/01/97 0
1561338782 O 01/01/27
0
1551656 074/G01 F 251,150.00 ZZ
360 250,820.29 1
506 RIVIERA PLACE 8.125 1,864.79 80
7.875 1,864.79 313,950.00
SAN RAMON CA 94583 1 11/15/96 00
0430130948 05 01/01/97 0
1561339311 O 12/01/26
0
1551657 074/G01 F 238,000.00 ZZ
360 237,732.15 1
5215 MUIRWOOD DRIVE 8.875 1,893.64 80
8.625 1,893.64 297,500.00
PLEASANTON CA 94588 2 11/18/96 00
0430129312 05 01/01/97 0
1561339537 O 12/01/26
0
1
1551659 074/G01 F 269,000.00 ZZ
360 268,645.69 1
52 GLENAIRE DRIVE 8.250 2,020.91 80
8.000 2,020.91 340,000.00
SAN RAFAEL CA 94901 2 11/18/96 00
0430130872 05 01/01/97 0
1561339945 O 12/01/26
0
1551660 074/G01 F 420,000.00 ZZ
360 419,405.21 1
10595 CRESTON DRIVE 7.750 3,008.94 78
7.500 3,008.94 544,000.00
LOS ALTOS CA 94024 5 11/20/96 00
0430130963 05 01/01/97 0
1561340897 O 12/01/26
0
1551661 074/G01 F 224,000.00 ZZ
360 223,874.42 1
748 DARTMOUTH AVENUE 8.875 1,782.25 80
8.625 1,782.25 280,000.00
SAN CARLOS CA 94070 2 12/03/96 00
0430129338 05 02/01/97 0
1561341266 O 01/01/27
0
1551662 074/G01 F 800,000.00 T
360 798,949.83 1
281 BEACH DRIVE 8.125 5,939.98 64
7.875 5,939.98 1,250,000.00
SOUTH LAKE TAHO CA 96150 1 11/25/96 00
0430126755 05 01/01/97 0
1561341448 O 12/01/26
0
1551663 074/G01 F 242,250.00 ZZ
360 241,939.98 1
5679 PASEO NAVARRO 8.250 1,819.95 95
8.000 1,819.95 255,000.00
PLEASANTON CA 94566 1 11/20/96 10
0430130898 05 01/01/97 30
1561341561 O 12/01/26
0
1551664 074/G01 F 360,000.00 ZZ
360 359,798.17 1
1
1260 EMERSON STREET 8.875 2,864.33 67
8.625 2,864.33 540,000.00
PALO ALTO CA 94301 1 12/02/96 00
0430130757 05 02/01/97 0
1561341619 O 01/01/27
0
1551665 074/G01 F 319,200.00 ZZ
360 318,985.82 2
397 ARLINGTON STREET 8.000 2,342.18 80
7.750 2,342.18 399,000.00
SAN FRANCISCO CA 94131 1 12/03/96 00
0430130906 05 02/01/97 0
1561341641 O 01/01/27
0
1551667 074/G01 F 525,000.00 T
360 524,647.73 1
7867 MONEY ROAD 8.000 3,852.27 62
7.750 3,852.27 860,000.00
NAPA CA 94558 2 12/09/96 00
0430126862 05 02/01/97 0
1561341991 O 01/01/27
0
1551668 074/G01 F 701,900.00 ZZ
360 701,452.41 1
26081 VIA ESTELITA 8.250 5,273.15 75
8.000 5,273.15 935,961.00
SAN JUAN CAPIST CA 92675 1 12/05/96 00
0430126276 05 02/01/97 0
1561342098 O 01/01/27
0
1551670 074/G01 F 325,000.00 ZZ
360 324,808.12 1
1189 CRESCENT DRIVE 8.625 2,527.82 74
8.375 2,527.82 445,000.00
SAN JOSE CA 95125 2 12/11/96 00
0430130773 05 02/01/97 0
1561342350 O 01/01/27
0
1551672 074/G01 F 346,450.00 ZZ
360 345,558.57 1
734 CHANTRY CIRCLE 9.000 2,787.62 90
8.750 2,787.62 385,000.00
SIMI VALLEY CA 93065 2 09/18/96 10
0430129395 03 11/01/96 25
1
1562167110 O 10/01/26
0
1551673 074/G01 F 245,700.00 ZZ
360 245,113.48 1
51 ELDERWOOD 8.625 1,911.03 90
8.375 1,911.03 273,025.00
ALISO VIEJO ARE CA 92656 1 09/25/96 10
0430129403 03 11/01/96 25
1562167812 O 10/01/26
0
1551674 074/G01 F 350,000.00 ZZ
360 349,552.09 1
24931 LORENZO COURT 8.250 2,629.44 67
8.000 2,629.44 523,124.00
CALABASAS CA 91302 4 10/29/96 00
0430130500 03 01/01/97 0
1562168553 O 12/01/26
0
1551676 074/G01 F 328,500.00 ZZ
360 328,079.61 1
1840 E 32ND STREET 8.250 2,467.91 90
8.000 2,467.91 365,000.00
TULSA OK 74105 1 11/15/96 11
0430129494 05 01/01/97 25
1563131720 O 12/01/26
0
1551677 074/G01 F 224,000.00 ZZ
360 223,732.28 1
RT 4 BOX 525 8.625 1,742.25 90
8.375 1,742.25 249,000.00
AFTON OK 74331 1 11/26/96 04
0430129478 05 01/01/97 25
1563136858 O 12/01/26
0
1551678 074/G01 F 1,130,500.00 ZZ
360 1,129,898.39 1
22880 N WESTERN AVENUE 9.125 9,198.12 63
8.875 9,198.12 1,822,355.00
EDMOND OK 73003 2 12/02/96 00
0430136283 05 02/01/97 0
1563137588 O 01/01/27
0
1
1551681 074/G01 F 250,000.00 ZZ
360 249,663.37 1
2801 TIMBER RIDGE DRIVE 8.000 1,834.41 72
7.750 1,834.41 348,000.00
DUNCAN OK 73533 4 11/27/96 00
0430134254 05 01/01/97 0
1563139404 O 12/01/26
0
1551682 074/G01 F 249,850.00 ZZ
360 249,686.56 1
9708 MISTY HOLLOW 8.125 1,855.13 95
7.875 1,855.13 263,000.00
OKLAHOMA CITY OK 73151 1 12/06/96 10
0430130492 05 02/01/97 30
1563139696 O 01/01/27
0
1551683 074/G01 F 449,700.00 ZZ
360 449,180.64 1
26 IMPERIAL WAY 8.750 3,537.80 75
8.500 3,537.80 599,632.00
SAN ANTONIO TX 78248 4 11/27/96 00
0430130674 03 01/01/97 0
1563139798 O 12/01/26
0
1551684 074/G01 F 91,500.00 ZZ
360 91,440.14 1
505 N PALM AVENUE W 8.125 679.39 75
7.875 679.39 122,000.00
BROKEN ARROW OK 74012 1 12/18/96 00
0430129510 05 02/01/97 0
1563140651 O 01/01/27
0
1551685 074/G01 F 139,000.00 ZZ
360 138,917.93 1
7709 SCARLET CIRCLE 8.625 1,081.13 54
8.375 1,081.13 262,000.00
EDMOND OK 73034 4 12/19/96 00
0430129569 05 02/01/97 0
1563141235 O 01/01/27
0
1551686 074/G01 F 243,000.00 ZZ
360 242,832.77 1
810 124TH AVENUE CT EAST 7.875 1,761.92 90
7.625 1,761.92 270,000.00
1
PUYALLUP WA 98372 1 12/02/96 10
0430129411 03 02/01/97 25
1565140776 O 01/01/27
0
1551687 074/G01 F 311,500.00 ZZ
360 310,841.15 1
19318 99TH AVE SE 8.500 2,395.17 70
8.250 2,395.17 445,000.00
SNOHOMISH WA 98290 5 11/21/96 00
0430129429 05 01/01/97 0
1565142181 O 12/01/26
0
1551688 074/G01 F 49,500.00 ZZ
360 49,300.92 1
715 G STREET 8.250 371.88 80
8.000 371.88 62,000.00
CENTRALIA WA 98531 5 10/22/96 00
0430129445 05 12/01/96 0
1565143253 O 11/01/26
0
1551689 074/G01 F 247,950.00 ZZ
360 247,624.50 1
2420 9TH AVENUE WEST 8.125 1,841.03 95
7.875 1,841.03 261,000.00
SEATTLE WA 98119 1 11/25/96 12
0430126508 05 01/01/97 30
1565144904 O 12/01/26
0
1551691 074/G01 F 130,000.00 ZZ
360 129,841.93 1
17197 MOUNTAIN VIEW RD 8.500 999.59 67
8.250 999.59 195,000.00
SISTERS OR 97759 5 11/20/96 00
0430134981 05 01/01/97 0
1565146240 O 12/01/26
0
1551692 074/G01 F 385,000.00 ZZ
360 384,741.67 1
6790 S SILLS RD 8.000 2,825.00 75
7.750 2,825.00 518,000.00
CLINTON WA 98236 5 12/04/96 00
0430129577 05 02/01/97 0
1565147094 O 01/01/27
0
1
1551693 074/G01 F 236,500.00 ZZ
360 236,352.99 1
5639 KIRKWOOD PLACE NORTH 8.375 1,797.58 79
8.125 1,797.58 300,500.00
SEATTLE WA 98103 2 12/09/96 00
0430130633 05 02/01/97 0
1565147174 O 01/01/27
0
1551694 074/G01 F 252,000.00 ZZ
360 251,826.57 1
3355 SILVER MEADOW LOOP ROAD 7.875 1,827.18 75
7.625 1,827.18 336,000.00
ATHOL ID 83801 5 12/05/96 00
0430130401 03 02/01/97 0
1565147640 O 01/01/27
0
1551695 074/G01 F 244,000.00 ZZ
360 243,844.40 1
9913 NE 155TH ST. 8.250 1,833.10 80
8.000 1,833.10 305,000.00
BOTHELL WA 98011 2 12/05/96 00
0430126581 09 02/01/97 0
1565147899 O 01/01/27
0
1551696 074/G01 F 476,800.00 ZZ
360 476,488.10 1
30730 NW NORTHRUP RD 8.125 3,540.23 71
7.875 3,540.23 675,000.00
HILLSBORO OR 97124 4 12/05/96 00
0430130294 05 02/01/97 0
1565148199 O 01/01/27
0
1551697 074/G01 F 294,500.00 ZZ
360 294,316.94 1
9652 42ND AVENUE NORTHEAST 8.375 2,238.42 95
8.125 2,238.42 310,000.00
SEATTLE WA 98115 1 12/18/96 04
0430126490 05 02/01/97 30
1565149555 O 01/01/27
0
1551699 074/G01 F 243,000.00 ZZ
360 242,696.86 1
1
580 GLYNN MEADOW LANE 8.375 1,846.98 90
8.125 1,846.98 270,000.00
ROSWELL GA 30075 4 11/18/96 01
0430130278 03 01/01/97 25
1566081730 O 12/01/26
0
1551700 074/G01 F 83,000.00 ZZ
360 82,896.46 1
167 LIGHTHOUSE POINT 8.375 630.86 56
8.125 630.86 150,000.00
SLIDELL LA 70458 1 11/26/96 00
0430130120 03 01/01/97 0
1566081887 O 12/01/26
0
1551702 074/G01 F 100,800.00 ZZ
360 100,674.24 1
3933 BRANTLEY DRIVE 8.375 766.16 80
8.125 766.16 126,000.00
AUSTELL GA 30001 2 11/22/96 00
0430130138 05 01/01/97 0
1566083270 O 12/01/26
0
1551703 074/G01 F 137,000.00 ZZ
360 136,829.10 1
5267 AMHURST DRIVE 8.375 1,041.30 75
8.125 1,041.30 183,000.00
NORCROSS GA 30092 2 11/27/96 00
0430130146 05 01/01/97 0
1566083736 O 12/01/26
0
1551704 074/G01 F 88,000.00 ZZ
360 87,878.46 1
4020 MANOR HOUSE DRIVE 7.875 638.07 80
7.625 638.07 110,000.00
MARIETTA GA 30062 2 11/26/96 00
0430130153 05 01/01/97 0
1566083893 O 12/01/26
0
1551705 074/G01 F 300,000.00 ZZ
360 299,635.21 1
1385 WOODLAND LAKE DRIVE 8.500 2,306.75 75
8.250 2,306.75 400,000.00
SNELLVILLE GA 30278 2 11/21/96 00
0430130161 05 01/01/97 0
1
1566083973 O 12/01/26
0
1551706 074/G01 F 105,000.00 ZZ
360 104,875.57 1
200 HUNTINGTON COURT 8.625 816.68 62
8.375 816.68 170,000.00
MACON GA 31210 5 11/27/96 00
0430130203 05 01/01/97 0
1566084025 O 12/01/26
0
1551707 074/G01 F 253,800.00 ZZ
360 253,458.26 1
1985 WYNRIDGE LANDING 8.000 1,862.30 90
7.750 1,862.30 282,000.00
ALPHARETTA GA 30202 2 11/22/96 01
0430129585 03 01/01/97 25
1566084218 O 12/01/26
0
1551709 074/G01 F 234,500.00 ZZ
360 234,354.24 1
1208 RIVERSOUND COURT 8.375 1,782.37 70
8.125 1,782.37 335,000.00
MARIETTA GA 30068 1 12/17/96 00
0430129619 03 02/01/97 0
1566085902 O 01/01/27
0
1551712 074/G01 F 265,500.00 ZZ
360 265,321.85 1
1936 PALMER DRIVE 8.000 1,948.15 90
7.750 1,948.15 296,000.00
OCEANSIDE CA 92056 2 12/04/96 10
0430129650 05 02/01/97 25
1567174134 O 01/01/27
0
1551713 074/G01 F 255,550.00 ZZ
360 255,374.13 1
3775 SOUTHRIDGE WAY 7.875 1,852.92 90
7.625 1,852.92 283,990.00
OCEANSIDE CA 92056 1 12/10/96 10
0430129643 03 02/01/97 25
1567174156 O 01/01/27
0
1
1551715 074/G01 F 329,000.00 ZZ
360 328,805.76 1
5737 BLOCH STREET 8.625 2,558.93 78
8.375 2,558.93 426,000.00
SAN DIEGO CA 92122 2 12/02/96 00
0430129833 05 02/01/97 0
1567174451 O 01/01/27
0
1551717 074/G01 F 352,000.00 ZZ
360 351,786.75 1
5632 BEAUMONT AVENUE 8.500 2,706.58 80
8.250 2,706.58 440,000.00
SAN DIEGO CA 92037 2 12/18/96 00
0430129593 05 02/01/97 0
1567175884 O 01/01/27
0
1551721 074/G01 F 218,700.00 ZZ
360 218,549.49 1
483 PEUTZ VALLEY ROAD 7.875 1,585.73 90
7.625 1,585.73 243,000.00
ALPINE CA 91901 1 12/02/96 14
0430129627 05 02/01/97 25
1567177100 O 01/01/27
0
1551722 074/G01 F 121,100.00 ZZ
360 121,030.32 1
25539 JESMOND DENE ROAD 8.750 952.70 75
8.500 952.70 161,500.00
ESCONDIDO CA 92026 1 12/06/96 00
0430129635 05 02/01/97 0
1567177700 O 01/01/27
0
1551725 074/G01 F 250,000.00 ZZ
360 249,836.46 1
23989 NORTH 119TH WAY 8.125 1,856.25 74
7.875 1,856.25 338,042.00
SCOTTSDALE AZ 85255 1 12/04/96 00
0430130534 03 02/01/97 0
1569146570 O 01/01/27
0
1551726 074/G01 F 231,350.00 ZZ
360 230,926.54 1
13490 EAST ONYX COURT 8.500 1,778.89 80
8.250 1,778.89 289,228.00
1
SCOTTSDALE AZ 85259 1 10/15/96 00
0430130526 03 12/01/96 0
1569146581 O 11/01/26
0
1551727 074/G01 F 406,800.00 T
360 406,547.14 1
23548 NORTH 119TH WAY 8.375 3,091.98 80
8.125 3,091.98 508,523.00
SCOTTSDALE AZ 85255 1 12/03/96 00
0430126573 03 02/01/97 0
1569148135 O 01/01/27
0
1551728 074/G01 F 54,400.00 ZZ
360 54,338.76 1
2141 COTTONTAIL ROAD 8.875 432.84 80
8.625 432.84 68,000.00
OVERGAARD AZ 85933 5 11/15/96 00
0430130609 05 01/01/97 0
1569154400 O 12/01/26
0
1551729 074/G01 F 448,000.00 ZZ
360 447,714.32 1
352 WEST BERRIDGE LANE 8.250 3,365.68 80
8.000 3,365.68 560,000.00
PHOENIX AZ 85013 5 12/05/96 00
0430127258 05 02/01/97 0
1569155130 O 01/01/27
0
1551730 074/G01 F 350,000.00 ZZ
360 349,552.10 1
19 GUADALUPE RD 8.250 2,629.43 78
8.000 2,629.43 450,000.00
TUBAC AZ 85646 2 11/15/96 00
0430129668 05 01/01/97 0
1569155232 O 12/01/26
0
1551731 074/G01 F 76,300.00 ZZ
360 76,209.57 1
8711 EAST WELDON AVENUE 8.625 593.46 75
8.375 593.46 101,750.00
SCOTTSDALE AZ 85251 1 11/14/96 00
0430130591 05 01/01/97 0
1569155378 O 12/01/26
0
1
1551733 074/G01 F 247,500.00 ZZ
360 246,674.68 1
6801 NORTH 1ST PLACE 8.625 1,925.03 75
8.375 1,925.03 330,000.00
PHOENIX AZ 85012 5 11/15/96 00
0430130575 03 01/01/97 0
1569155651 O 12/01/26
0
1551734 074/G01 F 100,000.00 T
360 99,936.23 1
14122 WEST PARADA DRIVE 8.250 751.27 63
8.000 751.27 159,860.00
SUN CITY WEST AZ 85375 1 12/12/96 00
0430126763 03 02/01/97 0
1569156982 O 01/01/27
0
1551735 074/G01 F 347,150.00 ZZ
360 346,682.57 1
7055 WINDWARD COURT 8.000 2,547.27 80
7.750 2,547.27 433,950.00
SAN JOSE CA 95135 1 11/19/96 00
0430129841 05 01/01/97 0
1573157537 O 12/01/26
0
1551736 074/G01 F 300,000.00 ZZ
360 299,298.70 1
7113 HEARTLAND WAY 8.000 2,201.30 71
7.750 2,201.30 424,990.00
SAN JOSE CA 95135 1 12/02/96 00
0430129858 05 02/01/97 0
1573158857 O 01/01/27
0
1551737 074/G01 F 299,950.00 ZZ
360 298,741.74 1
7051 LIVERY LANE 8.000 2,200.93 73
7.750 2,200.93 414,990.00
SAN JOSE CA 95135 1 11/06/96 00
0430129700 05 01/01/97 0
1573161363 O 12/01/26
0
1551738 074/G01 F 280,400.00 ZZ
360 280,031.90 1
1
7048 WINDWARD COURT 8.125 2,081.97 75
7.875 2,081.97 373,990.00
SAN JOSE CA 95135 1 11/18/96 00
0430129684 05 01/01/97 0
1573161590 O 12/01/26
0
1551742 074/G01 F 300,000.00 ZZ
360 299,616.08 1
3000 HARDWICK WAY 8.250 2,253.80 80
8.000 2,253.80 376,000.00
GRANITE BAY CA 95746 5 11/11/96 00
0430129866 03 01/01/97 0
1573163370 O 12/01/26
0
1551743 074/G01 F 329,250.00 ZZ
360 329,029.08 1
7112 HEARTLAND WAY 8.000 2,415.92 80
7.750 2,415.92 411,606.00
SAN JOSE CA 95135 1 12/04/96 00
0430129874 05 02/01/97 0
1573163391 O 01/01/27
0
1551744 074/G01 F 239,200.00 ZZ
360 238,909.14 1
1408 TENEIGHTH WAY 8.500 1,839.25 80
8.250 1,839.25 299,000.00
SACRAMENTO CA 95818 1 11/12/96 00
0430129882 05 01/01/97 0
1573163416 O 12/01/26
0
1551745 074/G01 F 296,250.00 ZZ
360 296,065.86 1
705 LA LEITA CIRCLE 8.375 2,251.72 75
8.125 2,251.72 395,000.00
SACRAMENTO CA 95864 5 12/06/96 00
0430130559 05 02/01/97 0
1573163664 O 01/01/27
0
1551746 074/G01 F 290,000.00 ZZ
360 289,619.30 1
869 A STREET 8.125 2,153.25 72
7.875 2,153.25 405,000.00
DAVIS CA 95616 5 11/19/96 00
0430129692 05 01/01/97 0
1
1573163733 O 12/01/26
0
1551747 074/G01 F 284,000.00 ZZ
360 283,804.55 1
3350 COVE CIRCLE 7.875 2,059.20 80
7.625 2,059.20 355,000.00
STOCKTON CA 95204 1 12/02/96 00
0430129718 03 02/01/97 0
1573164598 O 01/01/27
0
1551748 074/G01 F 292,100.00 ZZ
360 291,735.20 1
5081 WILLOW VALE WAY 8.375 2,220.18 89
8.125 2,220.18 330,000.00
ELK GROVE CA 95758 2 11/18/96 11
0430129734 05 01/01/97 25
1573164690 O 12/01/26
0
1551749 074/G01 F 76,500.00 ZZ
360 76,453.66 1
605 NORTH CIRCLE DRIVE 8.500 588.22 61
8.250 588.22 126,500.00
DIAMOND SPRINGS CA 95619 1 12/09/96 00
0430129767 05 02/01/97 0
1573164816 O 01/01/27
0
1551750 074/G01 F 300,000.00 ZZ
360 299,798.70 1
4151 HENSLEY CIRCLE 8.000 2,201.30 95
7.750 2,201.30 318,000.00
EL DORADO HILLS CA 95762 1 12/17/96 10
0430130518 05 02/01/97 30
1573164940 O 01/01/27
0
1551751 074/G01 F 312,000.00 ZZ
360 311,790.65 1
18922 PERIMETER ROAD 8.000 2,289.35 80
7.750 2,289.35 390,500.00
GRASS VALLEY CA 95949 5 12/06/96 00
0430130484 05 02/01/97 0
1573165375 O 01/01/27
0
1
1551752 074/G01 F 105,600.00 ZZ
360 105,534.36 1
2808 SUMMERFIELD COURT 8.375 802.64 80
8.125 802.64 132,000.00
WEST SACRAMENTO CA 95691 5 12/09/96 00
0430130468 05 02/01/97 0
1573166028 O 01/01/27
0
1551753 074/G01 F 410,000.00 ZZ
360 409,738.55 1
32 CRYSTAL DRIVE 8.250 3,080.20 10
8.000 3,080.20 4,200,000.00
CRYSTAL BAY NV 89402 5 12/12/96 00
0430127076 05 02/01/97 0
1573166061 O 01/01/27
0
1551754 074/G01 F 146,400.00 ZZ
360 146,304.23 1
430 COLOMA WAY 8.125 1,087.02 80
7.875 1,087.02 183,000.00
SACRAMENTO CA 95819 5 12/13/96 00
0430132761 05 02/01/97 0
1573166083 O 01/01/27
0
1551755 074/G01 F 150,400.00 ZZ
360 150,299.08 1
17000 PIPER LANE 8.000 1,103.59 80
7.750 1,103.59 188,000.00
PENN VALLEY CA 95946 5 12/11/96 00
0430129726 05 02/01/97 0
1573166119 O 01/01/27
0
1551756 074/G01 F 112,000.00 ZZ
360 111,932.14 1
7801 OLIVE STREET 8.500 861.19 80
8.250 861.19 140,000.00
OAKLAND CA 94621 5 12/16/96 00
0430130310 05 02/01/97 0
1573166797 O 01/01/27
0
1551757 074/G01 F 264,800.00 ZZ
360 264,626.79 1
2480 CHRISTIAN DRIVE 8.125 1,966.13 80
7.875 1,966.13 331,000.00
1
CHASKA MN 55318 4 12/06/96 00
0430129825 05 02/01/97 0
1576020700 O 01/01/27
0
1551759 074/G01 F 81,350.00 ZZ
360 81,267.52 1
18807 TWIN LAKES ROAD 9.375 676.63 75
9.125 676.63 108,500.00
ELK RIVER MN 55330 1 11/25/96 00
0430129890 05 01/01/97 0
1576023661 O 12/01/26
0
1551760 074/G01 F 520,000.00 ZZ
360 519,684.97 1
1 MONTCALM HILL 8.500 3,998.36 80
8.250 3,998.36 650,000.00
SAINT PAUL MN 55116 2 12/12/96 00
0430126565 05 02/01/97 0
1576031025 O 01/01/27
0
1551761 074/G01 F 100,000.00 ZZ
360 99,634.46 1
6210 DEERWOOD DRIVE 8.250 751.27 73
8.000 751.27 138,000.00
MOUND MN 55364 1 12/06/96 00
0430129908 05 01/01/97 0
1576032731 O 12/01/26
0
1551762 074/G01 F 300,000.00 ZZ
360 299,798.70 1
9545 VISTA DRIVE 8.000 2,201.30 80
7.750 2,201.30 375,000.00
LENEXA KS 66220 1 12/09/96 00
0430129742 03 02/01/97 0
1576033086 O 01/01/27
0
1551763 074/G01 F 100,000.00 ZZ
360 99,937.85 1
2021 GRAND AVENUE 8.375 760.07 73
8.125 760.07 138,500.00
ST PAUL MN 55105 1 12/02/96 00
0430130336 09 02/01/97 0
1576033360 O 01/01/27
0
1
1551764 074/G01 F 143,250.00 ZZ
360 143,057.12 1
8535 CEDAR HOLLOW LANE 8.000 1,051.12 90
7.750 1,051.12 159,185.00
HUNTERSVILLE NC 28078 1 11/27/96 14
0430129759 03 01/01/97 25
1577042399 O 12/01/26
0
1551765 074/G01 F 93,000.00 ZZ
360 92,816.24 1
412 LEDBETTER ROAD 8.125 690.53 80
7.875 690.53 117,000.00
TRAVELERS REST SC 29690 2 10/17/96 00
0430129809 05 12/01/96 0
1577053034 O 11/01/26
0
1551771 074/G01 F 80,000.00 ZZ
360 79,894.98 1
HIDDEN VALLEY ROAD 8.125 594.00 64
7.875 594.00 125,000.00
SHAFTSBURY VT 05262 5 11/27/96 00
0430129775 05 01/01/97 0
1580040063 O 12/01/26
0
1551772 074/G01 F 108,700.00 ZZ
360 108,526.23 1
50 BURROUGHS ROAD 7.875 788.16 75
7.625 788.16 145,000.00
BRAINTREE MA 02184 1 12/06/96 00
0430130476 05 01/01/97 0
1580041328 O 12/01/26
0
1551773 074/G01 F 241,600.00 ZZ
360 241,155.45 1
40872 COVENTRY ROAD 9.875 2,097.94 80
9.625 2,097.94 302,000.00
NOVI MI 48375 5 09/25/96 00
0430129783 05 11/01/96 0
1581069741 O 10/01/26
0
1551774 074/G01 F 268,000.00 ZZ
360 267,509.47 1
1
2046 ABNER LANE 8.500 2,060.69 80
8.250 2,060.69 338,000.00
HUDSON OH 44236 2 10/24/96 00
0430129791 05 12/01/96 0
1581072724 O 11/01/26
0
1551779 074/G01 F 88,000.00 ZZ
360 87,903.50 1
2059 GALLOWAY 9.000 708.07 80
8.750 708.07 110,000.00
AUBURN HILLS MI 48326 5 11/27/96 00
0430129999 05 01/01/97 0
1581076077 O 12/01/26
0
1551780 074/G01 F 88,000.00 ZZ
360 87,875.36 1
32681 MERRITT 7.750 630.45 79
7.500 630.45 112,000.00
WESTLAND MI 48185 5 11/22/96 00
0430135020 05 01/01/97 0
1581077739 O 12/01/26
0
1551781 074/G01 F 362,400.00 ZZ
360 361,992.16 1
1807 WATKINS LAKE ROAD 8.875 2,883.42 80
8.625 2,883.42 455,000.00
WATERFORD MI 48328 2 11/27/96 00
0430129916 05 01/01/97 0
1581079097 O 12/01/26
0
1551782 074/G01 F 278,000.00 ZZ
360 277,661.98 1
5181 VILLAGE COMMON DR 8.500 2,137.58 75
8.250 2,137.58 374,000.00
WEST BLOOMFIELD MI 48323 5 11/22/96 00
0430130344 05 01/01/97 0
1581079370 O 12/01/26
0
1551783 074/G01 F 365,000.00 ZZ
360 364,532.89 1
764 BUNKER COURT 8.250 2,742.13 53
8.000 2,742.13 692,920.00
RIVERWOODS IL 60015 1 12/03/96 00
0430129981 03 01/01/97 0
1
1583037021 O 12/01/26
0
1551784 074/G01 F 51,000.00 ZZ
360 50,936.38 1
9933 WEST TREETOP DRIVE 8.375 387.64 51
8.125 387.64 101,000.00
ORLAND PARK IL 60462 1 12/03/96 00
0430130013 01 01/01/97 0
1583038013 O 12/01/26
0
1551785 074/G01 F 67,800.00 ZZ
240 67,582.95 1
3339 OLD HIGHWAY 100 8.500 588.39 78
8.250 588.39 87,000.00
VILLA RIDGE MO 63089 5 11/22/96 00
0430130021 05 01/01/97 0
1583038716 O 12/01/16
0
1551786 074/G01 F 649,900.00 ZZ
360 649,474.87 1
119 OAK RIDGE DR E. 8.125 4,825.49 72
7.875 4,825.49 910,000.00
BURR RIDGE IL 60521 2 12/19/96 00
0430126771 05 02/01/97 0
1583039548 O 01/01/27
0
1551788 074/G01 F 80,250.00 ZZ
360 80,162.01 1
LOT 1 SHIRLEY FARMS 9.000 645.71 75
8.750 645.71 107,000.00
BERKELEY SPRING WV 25411 1 11/21/96 00
0430130062 05 01/01/97 0
1587048143 O 12/01/26
0
1551789 074/G01 F 500,000.00 ZZ
360 499,198.46 1
1301 HENNESSY TERRACE 8.500 3,844.57 63
8.250 3,844.57 800,000.00
SANDY SPRING MD 20860 5 11/15/96 00
0430130211 05 01/01/97 0
1587049521 O 12/01/26
0
1
1551790 074/G01 F 128,000.00 ZZ
360 127,926.35 1
8110 FORT HUNT ROAD 8.750 1,006.98 80
8.500 1,006.98 160,000.00
ALEXANDRIA VA 22308 5 12/04/96 00
0430129940 05 02/01/97 0
1587050032 O 01/01/27
0
1551791 074/G01 F 160,300.00 ZZ
360 160,100.03 1
1 MEADOWSTREET LANE 8.375 1,218.40 73
8.125 1,218.40 220,000.00
GREENVILLE SC 29615 1 11/22/96 00
0430129965 05 01/01/97 0
1587050123 O 12/01/26
0
1551792 074/G01 F 845,000.00 ZZ
360 843,862.24 1
8250 PONCE DE LEON BLVD 8.000 6,200.32 65
7.750 6,200.32 1,300,000.00
MIAMI FL 33143 2 11/22/96 00
0430130450 05 01/01/97 0
1589078735 O 12/01/26
0
1551795 074/G01 F 108,000.00 ZZ
360 107,823.95 1
6030 SOUTHWEST 88TH COURT 8.375 820.88 51
8.125 820.88 215,000.00
MIAMI FL 33173 2 11/22/96 00
0430130229 03 01/01/97 0
1589080599 O 12/01/26
0
1551796 074/G01 F 45,000.00 ZZ
360 44,975.41 1
12505 SOUTHWEST 189TH STREET 9.000 362.09 52
8.750 362.09 87,000.00
MIAMI FL 33177 5 12/12/96 00
0430129924 05 02/01/97 0
1589082390 O 01/01/27
0
1551797 074/G01 F 88,400.00 ZZ
360 88,239.61 1
4821 NORTHWEST 8TH DRIVE 8.875 703.36 75
8.625 703.36 117,900.00
1
PLANTATION FL 33317 1 12/02/96 00
0430129957 05 01/01/97 0
1589083032 O 12/01/26
0
1551798 074/G01 F 70,700.00 T
360 70,657.16 1
1085 BALD EAGLE DRIVE 8.500 543.63 70
B-207 8.250 543.63 101,000.00
NAPLES FL 34145 1 12/06/96 00
0430126821 08 02/01/97 0
1589084964 O 01/01/27
0
1551799 074/G01 F 95,200.00 ZZ
360 95,143.79 1
210 174TH STREET #1402 8.625 740.46 70
8.375 740.46 136,000.00
MIAMI BEACH FL 33160 1 12/06/96 00
0430126797 08 02/01/97 0
1589085082 O 01/01/27
0
1551801 074/G01 F 96,750.00 ZZ
360 96,632.35 1
1501 NEW HAMPSHIRE AVENUE 8.500 743.93 80
8.250 743.93 121,000.00
TAVARES FL 32778 5 11/26/96 00
0430129973 05 01/01/97 0
1590024610 O 12/01/26
0
1551802 074/G01 F 61,000.00 ZZ
360 60,919.91 1
1006 NORTH 23RD STREET 8.125 452.93 71
7.875 452.93 86,000.00
JACKSONVILLE BE FL 32250 1 11/27/96 00
0430130443 05 01/01/97 0
1590028224 O 12/01/26
0
1551819 074/G01 F 354,000.00 ZZ
360 353,197.29 1
2814 HADDINGTON DRIVE 8.875 2,816.59 79
8.625 2,816.59 450,000.00
LOS ANGELES CA 90064 5 09/20/96 00
0430130054 05 11/01/96 0
1596006199 O 10/01/26
0
1
1551820 074/G01 F 284,600.00 ZZ
360 284,196.96 1
20480 NASHVILLE STREET 7.750 2,038.91 64
7.500 2,038.91 450,000.00
CHATSWORTH CA 91311 4 11/06/96 00
0430134262 03 01/01/97 0
1596008070 O 12/01/26
0
1551822 074/G01 F 787,500.00 ZZ
360 786,971.60 1
4016 20TH STREET 8.000 5,778.40 75
7.750 5,778.40 1,050,000.00
SAN FRANCISCO CA 94114 2 12/16/96 00
0430126359 05 02/01/97 0
1596012577 O 01/01/27
0
1551824 074/G01 F 712,500.00 ZZ
360 712,045.66 1
4061 AND 4063 DONLON ROAD 8.250 5,352.78 75
8.000 5,352.78 950,000.00
SOMIS CA 93066 1 12/09/96 00
0430126334 05 02/01/97 0
1596014936 O 01/01/27
0
1551826 074/G01 F 948,700.00 ZZ
360 948,047.10 1
16892 CALLE DE SARAH 7.875 6,878.74 75
7.625 6,878.74 1,265,000.00
PACIFIC PALISAD CA 90272 2 12/05/96 00
0430135038 03 02/01/97 0
1596015597 O 01/01/27
0
1551827 074/G01 F 226,850.00 ZZ
360 226,559.69 1
6155 VERDURA AVENUE 8.250 1,704.25 95
8.000 1,704.25 238,800.00
GOLETA CA 93117 1 12/09/96 11
0430130070 05 02/01/97 30
1596015790 O 01/01/27
0
1551828 074/G01 F 560,000.00 ZZ
360 559,226.69 1
1
3035 KAMUELA PLACE 7.875 4,060.39 80
7.625 4,060.39 700,000.00
HONOLULU HI 96817 5 11/12/96 00
0430126557 05 01/01/97 0
1596015870 O 12/01/26
0
1551830 074/G01 F 328,000.00 ZZ
360 327,580.24 1
230 DOVE COURT 8.250 2,464.16 80
8.000 2,464.16 410,000.00
ARROYO GRANDE CA 93420 1 11/25/96 00
0430130393 03 01/01/97 0
1596016953 O 12/01/26
0
1551832 074/G01 F 315,000.00 ZZ
360 314,586.49 1
2846 WESTSHIRE DRIVE 8.125 2,338.87 90
7.875 2,338.87 350,000.00
LOS ANGELES CA 90068 1 11/20/96 11
0430130187 05 01/01/97 25
1596017050 O 12/01/26
0
1551833 074/G01 F 825,000.00 ZZ
360 823,889.19 1
4310 SUTTON PLACE 8.000 6,053.56 75
7.750 6,053.56 1,100,000.00
SHERMAN OAKS CA 91403 1 11/25/96 00
0430126300 05 01/01/97 0
1596017231 O 12/01/26
0
1551835 074/G01 F 307,450.00 ZZ
360 307,248.88 1
3330 SOUTH ALLEGHENY COURT 8.125 2,282.81 90
7.875 2,282.81 342,000.00
WESTLAKE VILLAG CA 91362 1 12/06/96 11
0430131102 05 02/01/97 25
1596017333 O 01/01/27
0
1551842 074/G01 F 300,000.00 T
360 299,803.75 1
39611 MALLARD 8.125 2,227.50 80
7.875 2,227.50 376,000.00
BASS LAKE CA 93604 5 12/12/96 00
0430126532 05 02/01/97 0
1
1596018664 O 01/01/27
0
1551847 074/G01 F 218,350.00 ZZ
360 218,214.28 1
1156 OAKMEADOW CT 8.375 1,659.62 90
8.125 1,659.62 242,633.00
GURNEE IL 60031 1 12/11/96 10
0430131177 03 02/01/97 25
1601142194 O 01/01/27
0
1551848 074/G01 F 237,600.00 ZZ
360 237,325.60 1
7513 WEST WINONA 8.750 1,869.20 90
8.500 1,869.20 264,000.00
HARWOOD HEIGHTS IL 60656 1 11/26/96 10
0430131185 05 01/01/97 25
1604084108 O 12/01/26
0
1551849 074/G01 F 260,000.00 ZZ
360 259,483.49 1
81 DANADA 8.500 1,999.18 80
8.250 1,999.18 325,000.00
WHEATON IL 60187 1 10/18/96 00
0430131193 05 12/01/96 0
1613019763 O 11/01/26
0
1551851 074/G01 F 281,250.00 ZZ
360 280,748.27 2
5314 N. MAGNOLIA AVENUE 8.625 2,187.53 75
8.375 2,187.53 375,000.00
CHICAGO IL 60618 2 10/25/96 00
0430131219 05 12/01/96 0
1626004259 O 11/01/26
0
1551852 074/G01 F 234,000.00 ZZ
360 233,842.99 1
6528 LORAN 8.000 1,717.01 94
7.750 1,717.01 250,000.00
ST LOUIS MO 63109 1 12/30/96 01
0430131227 05 02/01/97 30
1632020748 O 01/01/27
0
1
1551853 074/G01 F 239,800.00 ZZ
360 239,261.73 1
252 EAST COLUMBINE LANE 7.875 1,738.72 85
7.625 1,738.72 282,420.00
WESTFIELD IN 46074 1 11/26/96 01
0430131235 03 01/01/97 25
1641050207 O 12/01/26
0
1551854 074/G01 F 311,000.00 ZZ
360 310,369.78 1
14211 DUNWOOD VALLEY DRIVE 8.000 2,282.01 90
7.750 2,282.01 346,000.00
BOWIE MD 20721 2 10/25/96 14
0430131243 03 12/01/96 25
1701130062 O 11/01/26
0
1551855 074/G01 F 239,200.00 ZZ
360 238,518.12 1
4221 EAGLES WING COURT 7.750 1,713.66 80
7.500 1,713.66 299,000.00
ELLICOTT CITY MD 21042 1 09/04/96 00
0430131250 05 11/01/96 0
1731139350 O 10/01/26
0
1551856 074/G01 F 190,400.00 ZZ
360 190,268.97 1
8162 SHIPS CURVE LANE 7.875 1,380.53 80
7.625 1,380.53 238,000.00
SPRINGFIELD VA 22153 2 12/06/96 00
0430131268 03 02/01/97 0
1761094910 O 01/01/27
0
1551857 074/G01 F 391,200.00 ZZ
360 390,686.47 1
13 WEST MAPLE STREET 8.125 2,904.65 80
7.875 2,904.65 489,000.00
ALEXANDRIA VA 22301 1 11/15/96 00
0430131276 05 01/01/97 0
1761095152 O 12/01/26
0
1551859 074/G01 F 242,250.00 ZZ
360 242,103.25 1
11 BIRKDALE ROAD 8.500 1,862.69 85
8.250 1,862.69 285,058.00
1
FALMOUTH ME 04101 1 12/06/96 04
0430133397 03 02/01/97 12
1811064771 O 01/01/27
0
1551860 074/G01 F 584,800.00 ZZ
360 584,158.74 1
110 WEAVER LANE 9.000 4,705.43 64
8.750 4,705.43 920,000.00
TISBURY MA 02568 4 11/22/96 00
0430133231 05 01/01/97 0
1811066019 O 12/01/26
0
1551863 074/G01 F 75,000.00 ZZ
360 74,948.39 1
40 LEAHY DRIVE 7.875 543.80 58
7.625 543.80 130,000.00
BRISTOL RI 02809 5 12/20/96 00
0430133405 05 02/01/97 0
1814059202 O 01/01/27
0
1551865 074/G01 F 910,000.00 ZZ
360 909,515.73 1
BEN AYERS RD 9.125 7,404.06 65
8.875 7,404.06 1,400,000.00
MOULTONBOROUGH NH 03254 5 12/20/96 00
0430133439 05 02/01/97 0
1815016668 O 01/01/27
0
1551866 074/G01 F 335,000.00 ZZ
360 334,786.39 1
19 DEERHAVEN ROAD 8.250 2,516.74 70
8.000 2,516.74 480,000.00
MOULTONBOROUGH NH 03254 2 12/16/96 00
0430133249 05 02/01/97 0
1815016760 O 01/01/27
0
1551867 074/G01 F 209,600.00 ZZ
360 209,455.75 1
23 GROGAN PATH 7.875 1,519.75 80
7.625 1,519.75 262,000.00
MARLBOROUGH MA 01752 1 12/20/96 00
0430135061 05 02/01/97 0
1815018007 O 01/01/27
0
1
1551868 074/G01 F 228,700.00 ZZ
360 228,564.97 1
134 STATE ROAD 8.625 1,778.81 75
8.375 1,778.81 308,000.00
VINEYARD HAVEN MA 02568 2 12/24/96 00
0430133447 05 02/01/97 0
1816000594 O 01/01/27
0
1551881 633/G01 F 253,000.00 ZZ
360 252,825.88 1
957 LEIGHTON WAY 7.875 1,834.43 80
7.625 1,834.43 320,000.00
SUNNYVALE CA 94087 2 12/18/96 00
0430126177 05 02/01/97 0
674811 O 01/01/27
0
1551898 696/G01 F 197,600.00 ZZ
360 197,600.00 1
7031 BEDROCK ROAD 9.000 1,589.93 80
8.750 1,589.93 247,000.00
ALEXANDRIA VA 22306 1 01/13/97 00
0430124487 03 03/01/97 0
2089314 O 02/01/27
0
1551907 F27/G01 F 227,550.00 ZZ
360 227,260.69 1
6800 FOX SEDGE COURT 8.250 1,709.51 90
8.000 1,709.51 252,850.00
ELDERSBURG MD 21784 1 11/15/96 14
0430138941 03 01/01/97 25
UNKNOWN O 12/01/26
0
1551926 601/G01 F 315,000.00 ZZ
360 314,804.21 1
11049 LAUREL HILL DRIVE 8.375 2,394.23 90
8.125 2,394.23 350,650.00
ORLAND PARK IL 60462 1 12/31/96 12
0430131441 05 02/01/97 25
1111605 O 01/01/27
0
1551937 E22/G01 F 100,000.00 ZZ
360 100,000.00 1
1
3132 SOUTH CANAL DR 8.500 768.91 75
8.250 768.91 133,974.00
PALM HARBOR FL 34684 5 01/06/97 00
0410237929 05 03/01/97 0
410237929 O 02/01/27
0
1551965 601/G01 F 261,000.00 ZZ
360 260,824.87 1
116 PADDOCK ROAD 8.000 1,915.13 90
7.750 1,915.13 290,000.00
NICHOLASVILLE KY 40356 2 12/26/96 04
0430131763 05 02/01/97 25
1113941 O 01/01/27
0
1551990 685/G01 F 195,100.00 ZZ
360 195,100.00 1
13822 SOPHIE COURT 8.250 1,465.72 80
8.000 1,465.72 243,900.00
WESTMINSTER CA 92683 1 01/08/97 00
0430125435 03 03/01/97 0
106401 O 02/01/27
0
1552011 369/G01 F 500,000.00 ZZ
360 499,689.21 1
4245 TRILLIUM LANE EAST 8.375 3,800.37 76
8.125 3,800.37 665,000.00
MINNETRISTA MN 55364 1 12/31/96 00
0430133694 03 02/01/97 0
0049706344 O 01/01/27
0
1552015 369/G01 F 339,600.00 ZZ
360 339,372.13 1
77 MCCASKILL ROAD EAST 8.000 2,491.87 73
7.750 2,491.87 470,000.00
PINEHURST NC 28374 5 12/19/96 00
0430138230 05 02/01/97 0
0049465602 O 01/01/27
0
1552025 685/G01 F 276,000.00 ZZ
360 276,000.00 1
2021 SOUTH LA QUINTA COURT 8.000 2,025.19 80
7.750 2,025.19 345,000.00
LA HABRA CA 90631 1 01/10/97 00
0430129304 03 03/01/97 0
1
106606 O 02/01/27
0
1552027 685/G01 F 286,000.00 ZZ
360 286,000.00 1
7005 ABBOTTSWOOD DRIVE 8.250 2,148.62 80
8.000 2,148.62 357,500.00
RANCHO PALOS VE CA 90275 1 01/09/97 00
0430143693 05 03/01/97 0
106577 O 02/01/27
0
1552028 420/G01 F 120,000.00 ZZ
360 120,000.00 1
7400 UVA DRIVE 8.000 880.52 51
7.750 880.52 237,000.00
REDWOOD VALLEY CA 95470 1 01/07/97 00
0430133199 05 03/01/97 0
345595 O 02/01/27
0
1552030 633/G01 F 249,000.00 ZZ
360 249,000.00 1
3492 SUNCREST AVENUE 7.750 1,783.87 80
7.500 1,783.87 315,000.00
SAN JOSE CA 95132 2 01/06/97 00
0430133751 05 03/01/97 0
674891 O 02/01/27
0
1552034 B57/G01 F 410,000.00 ZZ
360 410,000.00 1
5763 BUSCH DRIVE 8.000 3,008.44 69
7.750 3,008.44 600,000.00
MALIBU CA 90265 2 01/15/97 00
0430133686 05 03/01/97 0
9610812 O 02/01/27
0
1552036 698/G01 F 156,000.00 ZZ
360 156,000.00 1
326 NORTH COUNTRY LANE 8.500 1,199.51 80
8.250 1,199.51 195,000.00
FRUIT HEIGHTS UT 84037 1 01/09/97 00
0430132464 05 03/01/97 0
10502788 O 02/01/27
0
1
1552039 B57/G01 F 107,500.00 ZZ
360 107,500.00 1
950 MISTY CANYON AVE 8.250 807.62 44
8.000 807.62 247,000.00
THOUSAND OAKS CA 91362 1 01/16/97 00
0430134056 01 03/01/97 0
9710042 O 02/01/27
0
1552043 B75/G01 F 500,000.00 ZZ
360 500,000.00 1
1510 FRANCESCHI ROAD 8.250 3,756.33 80
8.000 3,756.33 625,000.00
SANTA BARBARA CA 93103 1 01/02/97 00
0430133801 05 03/01/97 0
2856490 O 02/01/27
0
1552055 776/G01 F 182,960.00 ZZ
360 182,960.00 1
740 HARPER STREET 8.375 1,390.63 80
8.125 1,390.63 228,700.00
SIMI VALLEY CA 93065 1 01/06/97 00
0430131318 05 03/01/97 0
2141174 O 02/01/27
0
1552058 964/G01 F 202,800.00 ZZ
360 202,800.00 1
2620 CHATEAU LANE 8.125 1,505.78 80
7.875 1,505.78 253,500.00
DAVIS CA 95616 1 01/08/97 00
0430125708 05 03/01/97 0
20967 O 02/01/27
0
1552062 313/G01 F 547,450.00 ZZ
360 547,450.00 1
10751 SE MARILYN COURT 7.875 3,969.40 75
7.625 3,969.40 729,950.00
PORTLAND OR 97266 1 01/08/97 00
0430125518 05 03/01/97 0
6009989 O 02/01/27
0
1552087 180/G01 F 327,000.00 ZZ
360 326,774.96 1
2716 PRESTON COURT 7.875 2,370.98 57
7.625 2,370.98 580,000.00
1
MOUNTAIN VIEW CA 94040 2 12/04/96 00
0430137257 05 02/01/97 0
4628392 O 01/01/27
0
1552091 A50/A50 F 170,000.00 ZZ
360 169,885.93 1
2501 MAXWELL LOOP ROAD 8.000 1,247.40 71
7.750 1,247.40 240,000.00
TUSCALOOSA AL 35405 2 11/27/96 00
UNKNOWN 05 02/01/97 0
UNKNOWN O 01/01/27
0
1552095 601/G01 F 429,750.00 ZZ
360 429,489.65 1
2 E MEADOW LANE 8.500 3,304.41 80
8.250 3,304.41 537,228.00
LEWISBURG WV 24925 4 12/31/96 00
0430131680 05 02/01/97 0
1108538 O 01/01/27
0
1552152 E22/G01 F 95,000.00 ZZ
360 95,000.00 1
2908 WALDEN ROAD 8.750 747.37 66
8.500 747.37 145,000.00
FAYETTEVILLE NC 28304 5 01/10/97 00
0410339295 05 03/01/97 0
410339295 O 02/01/27
0
1552154 E22/G01 F 367,000.00 ZZ
360 367,000.00 1
24603 EAST TUM TUM DRIVE 8.750 2,887.19 70
8.500 2,887.19 525,000.00
LIBERTY LAKE WA 99019 5 01/09/97 00
0410220487 05 03/01/97 0
410220487 O 02/01/27
0
1552162 E22/G01 F 335,000.00 ZZ
360 335,000.00 1
11755 NEW AVENUE 8.125 2,487.37 70
7.875 2,487.37 485,000.00
GILROY CA 95020 1 01/09/97 00
0410345649 05 03/01/97 0
410345649 O 02/01/27
0
1
1552186 E23/G01 F 280,000.00 ZZ
360 279,094.89 1
2775 LAS PALMAS COVE 8.250 2,103.55 80
8.000 2,103.55 350,000.00
DEL MAR CA 92014 2 10/10/96 00
0430128561 05 12/01/96 0
106987 O 11/01/26
0
1552192 369/G01 F 281,000.00 ZZ
360 280,829.77 1
19613 MIDDLETOWN ROAD 8.500 2,160.65 75
8.250 2,160.65 375,000.00
FREELAND MD 21053 5 12/23/96 00
0430132944 05 02/01/97 0
0060217361 O 01/01/27
0
1552193 369/G01 F 325,000.00 ZZ
360 324,528.05 1
11102 HIDDEN TRAIL DRIVE 7.625 2,300.33 59
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OWINGS MILLS MD 21117 2 11/27/96 00
0430146266 05 01/01/97 0
0049016447 O 12/01/26
0
1552194 369/G01 F 550,000.00 ZZ
360 549,630.96 1
7195 E CABALLO CIRCLE 8.000 4,035.71 55
7.750 4,035.71 1,000,000.00
PARADISE VALLEY AZ 85253 5 12/23/96 00
0430137000 05 02/01/97 0
0060115318 O 01/01/27
0
1552209 964/G01 F 148,000.00 BB
360 148,000.00 1
1201 BRASS LANTERN DRIVE 8.875 1,177.55 80
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LA HABRA CA 90631 1 01/03/97 00
0430129262 05 03/01/97 0
22009 O 02/01/27
0
1552213 964/G01 F 124,000.00 ZZ
360 123,920.93 1
1
8041 GREENLY DRIVE 8.250 931.57 80
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OAKLAND CA 94605 2 12/27/96 00
0430127696 05 02/01/97 0
21276 O 01/01/27
0
1552214 964/G01 F 345,200.00 ZZ
360 344,962.44 1
539 FRANKLIN PLACE 7.875 2,502.94 80
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MONROVIA CA 91016 1 12/20/96 00
0430127720 05 02/01/97 0
21772 O 01/01/27
0
1552217 964/G01 F 107,200.00 ZZ
360 107,200.00 1
165 STANFORD 8.125 795.96 80
7.875 795.96 134,000.00
IRVINE CA 92612 1 01/08/97 00
0430128017 01 03/01/97 0
21138 O 02/01/27
0
1552218 964/G01 F 168,000.00 ZZ
360 167,890.10 1
2225 VICTORIA DRIVE 8.125 1,247.40 80
7.875 1,247.40 210,000.00
FULLERTON CA 92831 1 12/23/96 00
0430128074 05 02/01/97 0
21786 O 01/01/27
0
1552222 964/G01 F 216,750.00 ZZ
360 216,604.56 1
19281 SURFWAVE DRIVE 8.000 1,590.44 75
7.750 1,590.44 291,315.00
HUNTINGTON BEAC CA 92648 1 12/06/96 00
0430128223 03 02/01/97 0
21236 O 01/01/27
0
1552249 964/G01 F 151,750.00 ZZ
360 151,645.57 1
3508 CHESTNUT DRIVE 7.875 1,100.29 80
7.625 1,100.29 189,690.00
XXXXX XX 00000 1 12/23/96 00
0430128405 05 02/01/97 0
1
21766 O 01/01/27
0
1552255 964/G01 F 172,000.00 ZZ
360 171,884.59 1
00000 XXXX XXXXXXXX XXXXX 8.000 1,262.08 80
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0430128538 05 02/01/97 0
21856 O 01/01/27
0
1552421 E22/G01 F 234,000.00 ZZ
360 234,000.00 1
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8.000 1,757.96 260,000.00
XXXXXXX XXXX XX 00000 1 01/14/97 04
0410345631 05 03/01/97 25
410345631 O 02/01/27
0
1552424 E22/G01 F 90,000.00 ZZ
360 90,000.00 1
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XXXXXXXXXX XX 00000 2 01/14/97 00
0410276489 05 03/01/97 0
410276489 O 02/01/27
0
1552471 964/G01 F 157,600.00 ZZ
360 157,491.54 1
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XXXXXXXXX XX 00000 1 12/30/96 00
0430132563 05 02/01/97 0
21883 O 01/01/27
0
1552503 562/G01 F 295,000.00 ZZ
360 295,000.00 1
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0430132092 05 03/01/97 0
531293 O 02/01/27
0
1
1552508 927/G01 F 201,000.00 ZZ
360 201,000.00 1
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0430133298 05 03/01/97 0
288985 O 02/01/27
0
1552515 074/G01 F 456,000.00 ZZ
360 455,716.57 1
2703 CYPRESS MANOR 8.375 3,465.93 80
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XXXX XXXXXXXXXX XX 00000 1 12/17/96 00
0430133454 03 02/01/97 0
1302019369 O 01/01/27
0
1552516 074/G01 F 92,800.00 ZZ
360 92,736.14 1
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0430133462 03 02/01/97 0
1371118224 O 01/01/27
0
1552517 074/G01 F 217,700.00 ZZ
360 217,553.92 1
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0430133058 03 02/01/97 0
1502064006 O 01/01/27
0
1552518 074/G01 F 235,800.00 ZZ
360 235,513.29 1
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0430132787 05 01/01/97 25
1502066872 O 12/01/26
0
1552520 074/G01 F 400,000.00 ZZ
360 399,731.61 1
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1
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0430135129 03 02/01/97 0
1507213384 O 01/01/27
0
1552522 074/G01 F 311,200.00 ZZ
360 310,801.76 1
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0430132803 03 01/01/97 0
1513086940 O 12/01/26
0
1552523 074/G01 F 199,200.00 ZZ
360 198,935.87 1
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XXXX XXXX XXXX XX 00000 5 11/15/96 00
0430132811 05 01/01/97 0
1513087998 O 12/01/26
0
1552524 074/G01 F 352,000.00 ZZ
360 351,508.91 1
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0430132829 05 01/01/97 0
1524003173 O 12/01/26
0
1552525 074/G01 F 1,000,000.00 ZZ
360 999,362.33 1
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0430136309 05 02/01/97 0
1561340514 O 01/01/27
0
1552526 074/G01 F 394,000.00 ZZ
360 393,508.49 1
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XXX XXXXXXXXX XX 00000 2 11/20/96 00
0430132837 05 01/01/97 0
1561341073 O 12/01/26
0
1
1552528 074/G01 F 243,000.00 ZZ
360 242,672.80 1
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0430135137 05 01/01/97 25
1565145769 O 12/01/26
0
1552530 074/G01 F 114,800.00 ZZ
360 114,721.00 1
4212 PALO DURO NE 7.875 832.38 80
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XXXXXXXXXXX XX 00000 5 12/16/96 00
0430131565 05 02/01/97 0
1569156778 O 01/01/27
0
1552531 074/G01 F 284,000.00 ZZ
360 283,827.95 1
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0430131706 05 02/01/97 0
1573162639 O 01/01/27
0
1552532 074/G01 F 400,000.00 ZZ
360 399,744.93 1
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XXXX XXXX XX 00000 5 12/09/96 00
0430131748 05 02/01/97 0
1573166050 O 01/01/27
0
1552533 074/G01 F 115,500.00 ZZ
360 115,428.20 1
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0430131813 05 02/01/97 0
1579040215 O 01/01/27
0
1552534 074/G01 F 238,000.00 ZZ
360 237,863.07 1
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5020 NORDONI 8.750 1,872.35 70
8.500 1,872.35 340,000.00
XXXXXX XXXXXXXX XX 00000 4 12/09/96 00
0430133272 05 02/01/97 0
1581079814 O 01/01/27
0
1552535 074/G01 F 76,800.00 ZZ
360 76,748.46 1
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0430133488 05 02/01/97 0
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0
1552536 074/G01 F 186,000.00 ZZ
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0430133280 03 02/01/97 0
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0
1552537 074/G01 F 246,000.00 ZZ
360 245,858.46 1
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0430132795 05 02/01/97 0
1589086915 O 01/01/27
0
1552721 685/G01 F 251,500.00 ZZ
360 251,500.00 1
708 LOMA ADRIA 8.250 1,889.44 80
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XXX XXXXXXXX XX 00000 1 01/10/97 00
0430129189 03 03/01/97 0
106584 O 02/01/27
0
1552725 685/G01 F 127,500.00 ZZ
360 127,500.00 1
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XXXXXX XXXX XX 00000 2 01/13/97 00
0430128876 05 03/01/97 0
1
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0
1552792 369/G01 F 223,200.00 ZZ
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0430136952 05 02/01/97 0
UNKNOWN O 01/01/27
0
1552838 E22/G01 F 241,600.00 ZZ
360 241,600.00 1
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410292361 O 02/01/27
0
1552839 E22/G01 F 260,000.00 ZZ
360 260,000.00 1
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410342802 O 02/01/27
0
1552843 E22/G01 F 129,200.00 ZZ
360 129,200.00 1
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XXX XXXX XX 00000 1 01/14/97 00
0410342430 01 03/01/97 0
410342430 O 02/01/27
0
1552852 E22/G01 F 84,000.00 ZZ
360 84,000.00 1
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XXXXXX XXXXXXX XX 00000 2 01/15/97 00
0410340012 05 03/01/97 0
410340012 O 02/01/27
0
1
1552853 E22/G01 F 245,000.00 ZZ
360 245,000.00 1
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XXXXXXXXX XX 00000 2 01/13/97 00
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410337257 O 02/01/27
0
1552872 317/G01 F 353,700.00 ZZ
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XXXX XXXXXX XX 00000 1 12/27/96 04
0430141168 03 02/01/97 25
253840 O 01/01/27
0
1552874 317/G01 F 292,900.00 ZZ
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0
1552881 317/G01 F 251,000.00 ZZ
360 250,831.58 1
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0
1552886 964/G01 F 158,000.00 ZZ
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22026 O 02/01/27
0
1552894 356/G01 F 258,000.00 ZZ
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1
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0
1552943 B60/G01 F 248,000.00 ZZ
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0
1552947 696/G01 F 254,400.00 ZZ
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0
1552965 E26/G01 F 171,100.00 ZZ
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450110 O 02/01/27
0
1552968 E26/G01 F 146,300.00 ZZ
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40700039 O 02/01/27
0
1552970 E26/G01 F 184,950.00 ZZ
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435552 O 01/01/27
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1
1553000 601/G01 F 253,000.00 ZZ
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0
1553034 G80/G80 F 75,000.00 T
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8026680 O 01/01/27
0
1553041 601/G01 F 297,000.00 ZZ
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XXX XXXXX XX 00000 1 01/03/97 12
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0
1553045 686/G01 F 50,000.00 ZZ
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817105182 O 01/01/27
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1553046 686/G01 F 60,000.00 ZZ
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0430138701 07 03/01/97 0
817596224 O 02/01/27
0
1553047 686/G01 F 135,000.00 ZZ
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1
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817733306 O 01/01/27
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1553049 686/G01 F 130,000.00 ZZ
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817752678 O 01/01/27
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1553050 686/G01 F 115,125.00 ZZ
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1553051 686/G01 F 324,250.00 ZZ
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817876055 O 01/01/27
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817876253 O 01/01/27
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1
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5820 XXXXX 8.375 904.49 70
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0
1553056 686/G01 F 85,000.00 ZZ
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XXXXXXXXXXXX XX 00000 5 12/23/96 00
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818010027 O 01/01/27
0
1553058 686/G01 F 84,000.00 ZZ
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818033177 O 01/01/27
0
1553070 601/G01 F 369,000.00 ZZ
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XXXXXXXX XX 00000 4 01/06/97 19
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0
1554159 956/G01 F 142,400.00 ZZ
360 142,400.00 1
0000 XXXX XXXXXXX XXXXXX 8.500 1,094.93 80
8.250 1,094.93 178,000.00
XXXX XXXXX XX 00000 1 01/20/97 00
0430142158 05 03/01/97 0
1701180 O 02/01/27
0
1554161 975/G01 F 283,500.00 ZZ
360 283,500.00 1
0000 XXXXX XXXXXX 8.375 2,154.80 70
8.125 2,154.80 405,000.00
XX XXXXXX-XXXXX XX 00000 1 01/21/97 00
0430141275 05 03/01/97 0
963092 O 02/01/27
0
1554169 956/G01 F 182,500.00 ZZ
360 182,500.00 1
0000 XXXXXXXXX XXXXX 8.500 1,403.27 77
8.250 1,403.27 240,000.00
XXX XXXX XX 00000 2 01/16/97 00
0430146506 05 03/01/97 0
2701040 O 02/01/27
0
1554170 562/G01 F 161,250.00 ZZ
360 161,250.00 1
000 XXXXXXXXX XXXX 9.000 1,297.46 75
8.750 1,297.46 215,000.00
XXX XXXX XXXX XX 00000 1 01/24/97 00
0430140566 05 03/01/97 0
527325 O 02/01/27
0
1
1554251 964/G01 F 250,300.00 ZZ
360 250,127.74 1
0000 XXXXXXX XXXX 7.875 1,814.85 80
7.625 1,814.85 312,900.00
XXXXXXXX XX 00000 1 12/23/96 00
0430139816 03 02/01/97 0
21620 O 01/01/27
0
1554253 964/G01 F 477,000.00 ZZ
360 476,695.84 1
0000 XXXXXXXXXXX XXXXX 8.250 3,583.54 62
8.000 3,583.54 775,000.00
XXXXXX XXXXX XX 00000 5 12/10/96 00
0430138248 05 02/01/97 0
21367 O 01/01/27
0
1554255 964/G01 F 265,000.00 ZZ
360 264,812.97 1
00000 XXXXXX XXXXXX 7.750 1,898.49 80
7.500 1,898.49 331,330.00
XXXXXX XXXXXX XX 00000 1 12/12/96 00
0430138412 03 02/01/97 0
21562 O 01/01/27
0
1554256 964/G01 F 266,400.00 ZZ
360 266,230.13 1
000 XXXXXXXX XXXXX 8.250 2,001.37 80
8.000 2,001.37 333,000.00
XXXXXXX XXXXX XX 00000 1 12/18/96 00
0430138842 05 02/01/97 0
21763 O 01/01/27
0
1554281 F16/G01 F 228,950.00 ZZ
360 228,950.00 1
0000 XXXXX XXXXXX XXXXXX 8.375 1,740.19 95
8.125 1,740.19 241,000.00
XXXXXX XX 00000 1 01/21/97 10
0430140384 03 03/01/97 30
97816447 O 02/01/27
0
1554287 B57/G01 F 272,000.00 ZZ
360 272,000.00 1
00 XXXXXXXXX XXXXX 7.875 1,972.19 80
7.625 1,972.19 340,000.00
1
XXXXXX XXXXXX XX 00000 1 01/24/97 00
0430142117 03 03/01/97 0
9630570 O 02/01/27
0
1554351 696/G01 F 95,900.00 ZZ
360 95,900.00 1
252 MARGANZA SOUTH 8.250 720.46 70
8.000 720.46 137,000.00
XXXXXX XX 00000 1 01/24/97 00
0430140889 05 03/01/97 0
3014792 O 02/01/27
0
1554360 927/G01 F 282,200.00 ZZ
360 282,200.00 1
0000 00XX XXXXXX XXXXX 8.125 2,095.33 79
7.875 2,095.33 360,000.00
XXXXXXX XX 00000 2 01/09/97 00
0430145813 05 03/01/97 0
288530 O 02/01/27
0
1554363 461/G01 F 280,000.00 ZZ
360 280,000.00 1
7 SPINNING WHEEL LANE 8.000 2,054.55 70
7.750 2,054.55 405,000.00
XXXXXXX XXXXX X XX 00000 1 01/21/97 00
0430142208 05 03/01/97 0
21079223 O 02/01/27
0
1554364 461/G01 F 400,000.00 ZZ
360 400,000.00 1
0000 XXXXX XXXXX 8.375 3,040.29 75
8.125 3,040.29 540,000.00
XXX XXXXXXX XX 00000 1 01/16/97 00
0430142166 05 03/01/97 0
21087937 O 02/01/27
0
1554365 461/G01 F 268,000.00 ZZ
360 268,000.00 1
20371 VIA XXXXX 8.000 1,966.49 69
7.750 1,966.49 393,000.00
XXXXX XXXXX XX 00000 1 01/15/97 00
0430142125 03 03/01/97 0
21088547 O 02/01/27
0
1
1554388 685/G01 F 260,000.00 ZZ
360 260,000.00 1
000 XXXXXXXXXX XXXXXX 8.125 1,930.49 80
7.875 1,930.49 325,000.00
XXXXXXX XX 00000 1 01/23/97 00
0430141432 05 03/01/97 0
106644 O 02/01/27
0
1554405 147/G01 F 230,000.00 ZZ
360 229,853.33 1
0000 XXXXXXXX XXX 8.250 1,727.92 72
8.000 1,727.92 320,000.00
XXXX XX 00000 5 12/18/96 00
0430145128 05 02/01/97 0
777363 O 01/01/27
0
1554409 147/G01 F 110,150.00 ZZ
360 110,076.08 1
000 XXXXXXXXX XXXXX 8.000 808.25 75
7.750 808.25 146,900.00
XXX XXXXXX XX 00000 1 12/03/96 00
0430145151 01 02/01/97 0
655167 O 01/01/27
0
1554413 147/G01 F 245,550.00 ZZ
360 245,381.01 1
00000 XXXXX XXXXX XXXXX 7.875 1,780.41 80
7.625 1,780.41 306,990.00
XX XXXXXX XX 00000 1 12/18/96 00
0430143453 03 02/01/97 0
655206 O 01/01/27
0
1554418 147/G01 F 153,819.00 ZZ
360 153,713.14 1
0000 XXXXXX XXXXX 7.875 1,115.30 75
7.625 1,115.30 205,092.00
XXX XXXXX XX 00000 1 12/16/96 00
0430143438 03 02/01/97 0
655200 O 01/01/27
0
1554419 147/G01 F 198,050.00 ZZ
360 197,910.21 1
1
0000 XXXXXXX XXXXXX 7.750 1,418.86 80
7.500 1,418.86 247,615.00
XXXXX XX 00000 1 12/04/96 00
0430145052 05 02/01/97 0
646429 O 01/01/27
0
1554420 147/G01 F 207,500.00 ZZ
360 207,367.68 1
34 KINGFISHER COURT 8.250 1,558.88 80
8.000 1,558.88 259,407.00
XXXXXXX XXXXXX XX 00000 1 12/30/96 00
0430141655 03 02/01/97 0
623248 O 01/01/27
0
1554421 147/G01 F 203,600.00 ZZ
360 203,463.38 1
00000 XXXXX XXXXXXXXXX XXXXX 8.000 1,493.95 77
7.750 1,493.95 266,990.00
XXXXXXXX XX 00000 1 12/16/96 00
0430141572 03 02/01/97 0
626169 O 01/01/27
0
1554426 147/G01 F 321,750.00 ZZ
360 321,294.35 1
11275 WALKING FERN COVE 7.750 2,305.06 80
7.500 2,305.06 402,238.00
XXX XXXXX XX 00000 1 11/19/96 00
0430144220 03 01/01/97 0
655153 O 12/01/26
0
1554432 E22/G01 F 197,550.00 ZZ
360 197,550.00 1
0000 XXXXXXXXX XXXXX 8.750 1,554.13 80
8.500 1,554.13 246,963.00
XXXXXXX XX 00000 1 01/17/97 00
0410324222 05 03/01/97 0
410324222 O 02/01/27
0
1554434 147/G01 F 244,900.00 ZZ
360 244,739.80 1
00000 XXXXXXXX XXXXX 8.125 1,818.38 80
7.875 1,818.38 306,150.00
XXXXXX XXXXXXX XX 00000 1 12/19/96 00
0430146308 05 02/01/97 0
1
626171 O 01/01/27
0
1554435 147/G01 F 321,000.00 ZZ
360 320,556.71 1
00000 XXXXXXX XXXX 7.875 2,327.48 80
7.625 2,327.48 401,300.00
XXXXX XXXXXX XX 00000 1 12/05/96 00
0430143768 03 01/01/97 0
496755 O 12/01/26
0
1554439 147/G01 F 313,600.00 ZZ
360 312,980.38 1
000 XXXXXXXX XXXXX 8.125 2,328.48 80
7.875 2,328.48 392,000.00
XXXX XXXXX XX 00000 1 10/30/96 00
0430144113 05 12/01/96 0
528139 O 11/01/26
0
1554440 147/G01 F 225,900.00 ZZ
360 225,752.22 1
00000 XXXXX XXXXXXX XXXX 8.125 1,677.31 95
7.875 1,677.31 237,990.00
XXXXXX XXXXXXX XX 00000 1 12/10/96 04
0430141770 05 02/01/97 30
626170 O 01/01/27
0
1554441 147/G01 F 315,200.00 ZZ
360 315,200.00 1
0000 XXXXXXXXX XXXXX 8.375 2,395.75 80
8.125 2,395.75 394,000.00
XX XXXXX XX 00000 1 01/08/97 00
0430144147 03 03/01/97 0
646609 O 02/01/27
0
1555531 964/G01 F 352,500.00 ZZ
360 352,500.00 1
0000 XXXXXXX XXXXX 8.000 2,586.52 75
7.750 2,586.52 470,000.00
XXXXX XX 00000 2 01/30/97 00
0430145953 05 03/01/97 0
21392 O 02/01/27
0
1
1555577 964/G01 F 146,300.00 ZZ
360 146,300.00 1
000 XXXXXXXX XXXXX 8.000 1,073.50 80
7.750 1,073.50 182,900.00
XXXXXX XX 00000 1 01/24/97 00
0430146332 03 03/01/97 0
22360 O 02/01/27
0
1555578 964/G01 F 256,500.00 ZZ
360 256,500.00 1
0000 XXXXXXXX XXXXX 8.500 1,972.26 95
8.250 1,972.26 270,000.00
XXXXX XXXX XX 00000 1 01/21/97 01
0430146043 05 03/01/97 30
22209 O 02/01/27
0
TOTAL NUMBER OF LOANS : 1,010
TOTAL ORIGINAL BALANCE : 257,925,647.00
TOTAL PRINCIPAL BALANCE : 257,678,667.23
TOTAL ORIGINAL P+I : 1,936,835.83
TOTAL CURRENT P+I : 1,936,835.83
***************************
* END OF REPORT *
***************************
RUN ON : 03/12/97 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 13.41.36 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1997-S3 CUTOFF : 02/01/97
POOL : 0004238
:
:
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
--------------------------------------------------------------
----------2624 .2500
130,218.99 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
7.5000 1.3450
1533017 .2500
499,672.93 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1535126 .2500
149,896.77 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1535167 .2500
259,536.16 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
7.5000 .8450
1535454 .2500
284,750.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1536193 .2500
175,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1
1537753 .2500
249,654.77 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1537906 .2500
299,364.97 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
7.5000 .8450
1537908 .2500
269,479.93 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1538097 .2500
290,219.50 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1538243 .2500
190,387.53 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
7.5000 .8450
1538495 .2500
240,090.06 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1538687 .2500
296,824.65 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
7.5000 .8450
1538813 .2500
270,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1
1538815 .2500
421,238.02 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1538858 .2500
213,419.47 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1539181 .2500
394,728.16 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1539561 .2500
360,545.35 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1539942 .2500
444,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.5000 .9700
1540044 .2500
224,860.14 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1540103 .2500
381,264.30 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1540129 .2500
279,676.64 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.5000 .9700
1
1540131 .2500
203,764.40 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.5000 .9700
1540162 .2500
164,583.34 .0300
8.3500 .0000
8.1000 .0000
8.0700 .0000
7.5000 .5700
1540369 .2500
231,396.97 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.5000 .9700
1540411 .2500
278,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.5000 .9700
1540507 .2500
748,518.19 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1540613 .2500
597,168.04 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.3450 .0000
1541048 .2500
371,244.33 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1541064 .2500
99,631.78 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
7.5000 .8450
1
1541078 .2500
288,380.47 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1541168 .2500
304,568.07 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1541589 .2500
306,507.25 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1541663 .2500
143,824.90 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.5000 .7200
1541718 .2500
207,824.02 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.5000 .7200
1541773 .2500
398,762.37 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1541809 .2500
630,776.47 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1541981 .2500
182,759.77 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1
1542252 .2500
233,612.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
7.5000 .8450
1542486 .2500
157,494.26 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1542644 .2500
254,824.51 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1542715 .2500
999,211.87 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1542783 .2500
948,814.92 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1542957 .2500
216,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1542965 .2500
245,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1543049 .2500
398,787.66 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
7.5000 1.3450
1
1543125 .2500
359,752.25 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1543155 .2500
188,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.5000 .9700
1543314 .2500
105,932.40 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1543318 .2500
817,053.45 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
7.5000 1.2200
1543342 .2500
404,454.69 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1543467 .2500
439,465.01 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.5000 .7200
1543473 .2500
81,498.21 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1543480 .2500
439,427.55 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
7.5000 .8450
1
1543577 .2500
224,726.41 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.5000 .7200
1543717 .2500
260,820.38 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1543763 .2500
95,943.32 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
7.5000 .8450
1543779 .2500
84,944.40 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1543820 .2500
138,218.31 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1543899 .2500
538,630.76 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1543953 .2500
279,613.34 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1543971 .2500
391,430.74 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.3450 .0000
1
1544175 .2500
329,761.16 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.3450 .0000
1544185 .2500
328,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1544223 .2500
231,907.49 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1544225 .2500
228,957.60 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1544248 .2500
559,246.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1544371 .2500
251,835.15 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1544469 .2500
260,841.88 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.5000 .7200
1544585 .2500
348,292.19 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1
1544674 .2500
228,331.31 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.5000 .7200
1544816 .2500
145,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1544832 .2500
280,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1544906 .2500
89,200.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1544961 .2500
460,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1544965 .2500
283,951.98 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1544983 .2500
240,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.5000 .9700
1545013 .2500
272,067.32 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1
1545207 .2500
219,844.72 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1545247 .2500
235,611.63 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1545459 .2500
229,690.31 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1545465 .2500
327,805.80 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1545470 .2500
85,684.48 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1545471 .2500
272,558.74 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1545478 .2500
254,865.01 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1545494 .2500
84,891.22 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1
1545502 .2500
269,654.48 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1545599 .2500
251,685.65 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1545602 .2500
240,594.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1545611 .2500
898,310.06 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1545613 .2500
224,588.16 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.5000 .7200
1545620 .2500
59,913.06 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
7.5000 1.8450
1545623 .2500
90,833.44 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
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8.2500 .0000
8.2200 .0000
7.5000 .7200
1553496 .2500
244,500.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.5000 .7200
1553525 .2500
129,400.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1553539 .2500
231,600.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1
1553558 .2500
270,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1553560 .2500
260,750.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1553564 .2500
280,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1553567 .2500
229,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.5000 .9700
1553568 .2500
225,150.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.5000 .9700
1553581 .2500
150,350.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1553583 .2500
100,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.5000 .7200
1553605 .2500
121,500.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1
1553642 .2500
99,934.58 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1553661 .2500
335,900.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1553686 .2500
179,876.13 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1553702 .2500
112,701.31 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1553742 .2500
223,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1553743 .2500
251,900.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1553745 .2500
205,750.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1553746 .2500
84,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1
1553747 .2500
273,838.23 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
7.5000 .8450
1553755 .2500
299,068.72 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.5000 .7200
1553757 .2500
626,400.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1553759 .2500
232,044.20 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1553762 .2500
236,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1553782 .2500
144,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1553789 .2500
31,500.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.5000 .9700
1553815 .2500
156,800.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1
1553839 .2500
310,785.97 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1553845 .2500
230,050.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1553867 .2500
290,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1553869 .2500
479,693.92 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1553871 .2500
144,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1553873 .2500
230,300.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1553877 .2500
285,400.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.5000 .7200
1553883 .2500
798,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1
1553885 .2500
243,200.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1553923 .2500
199,756.82 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.5000 .7200
1553926 .2500
158,500.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.5000 .9700
1553982 .2500
189,600.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1553989 .2500
248,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.5000 .9700
1553992 .2500
324,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1553997 .2500
232,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1554106 .2500
165,000.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
7.5000 1.4700
1
1554110 .2500
297,500.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.5000 .9700
1554157 .2500
148,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.5000 .9700
1554158 .2500
358,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1554159 .2500
142,400.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.5000 .7200
1554161 .2500
283,500.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1554169 .2500
182,500.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.5000 .7200
1554170 .2500
161,250.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
7.5000 1.2200
1554251 .2500
250,127.74 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1
1554253 .2500
476,695.84 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1554255 .2500
264,812.97 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1554256 .2500
266,230.13 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1554281 .2500
228,950.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1554287 .2500
272,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1554351 .2500
95,900.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1554360 .2500
282,200.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1554363 .2500
280,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1
1554364 .2500
400,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1554365 .2500
268,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1554388 .2500
260,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1554405 .2500
229,853.33 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1554409 .2500
110,076.08 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1554413 .2500
245,381.01 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1554418 .2500
153,713.14 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1554419 .2500
197,910.21 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1
1554420 .2500
207,367.68 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.5000 .4700
1554421 .2500
203,463.38 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1554426 .2500
321,294.35 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1554432 .2500
197,550.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.5000 .9700
1554434 .2500
244,739.80 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1554435 .2500
320,556.71 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5000 .0950
1554439 .2500
312,980.38 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1554440 .2500
225,752.22 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.5000 .3450
1
1554441 .2500
315,200.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.5000 .5950
1555531 .2500
352,500.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1555577 .2500
146,300.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.5000 .2200
1555578 .2500
256,500.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.5000 .7200
TOTAL NUMBER OF LOANS: 1010
TOTAL BALANCE........: 257,678,667.23
RUN ON : 03/12/97 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 13.41.36 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1997-S3 FIXED SUMMARY REPORT CUTOFF : 02/01/97
POOL : 0004238
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
-----------------------------------------------------------------------
CURR NOTE RATE 8.2394 7.6000 9.8750
RFC NET RATE 7.9894 7.3500 9.6250
NET MTG RATE(INVSTR RATE) 7.9590 7.3200 9.5950
POST STRIP RATE 7.4967 7.3200 7.5000
SUB SERV FEE .2500 .2500 .2500
MSTR SERV FEE .0304 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .4622 .0000 2.0950
TOTAL NUMBER OF LOANS: 1010
TOTAL BALANCE........: 257,678,667.23
***************************
* END OF REPORT *
***************************
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
F-1
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.
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
G-1
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.
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
G-2
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer
and Residential Funding have executed this Seller/Servicer Contract as of the
date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING CORPORATION
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
G-3
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
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
X-0
XXXXXXX X-0
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Mortgage Pass-Through Certificates, Series 1997-S3,
Class R-I and Class R-II (the "Owner")), a [savings institution] [corporation]
duly organized and existing under the laws of [the State of __________________]
[the United States], on behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) will
endeavor to remain other than a disqualified organization for so long as it
retains its ownership interest in the Class R Certificates, and (iii) is
acquiring the Class R Certificates for its own account or for the account of
another Owner from which it has received an affidavit and agreement in
substantially the same form as this affidavit and agreement. (For this purpose,
a "disqualified organization" means the United States, any state or political
subdivision thereof, any agency or instrumentality of any of the foregoing
(other than an instrumentality all of the activities of which are subject to tax
and, except for the Federal Home Loan Mortgage Corporation, a majority of whose
board of directors is not selected by any such governmental entity) or any
foreign government, international organization or any agency or instrumentality
of such foreign government or organization, any rural electric or telephone
cooperative, or any organization (other than certain farmers' cooperatives) that
is generally exempt from federal income tax unless such organization is subject
to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be
imposed on transfers of Class R Certificates to disqualified organizations under
the Code, that applies to all transfers of Class R Certificates after March 31,
1988; (ii) that such tax would be on the transferor, or, if such transfer is
through an agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person otherwise liable
for the tax shall be relieved of liability for the tax if the transferee
furnishes to such person an affidavit that the transferee is not a disqualified
organization and, at the time of transfer, such person does not have actual
knowledge that the affidavit is false; and (iv) that the Class R Certificates
may be "noneconomic residual interests" within the meaning of Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a
"pass-through entity" holding Class R Certificates if at any time during the
taxable year of the pass-through entity a disqualified organization is the
record holder of an interest in such entity. (For this purpose, a "pass through
entity" includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trustee will not register
the transfer of any Class R Certificates unless the transferee, or the
transferee's agent, delivers to it an affidavit and agreement, among other
things, in substantially the same form as this affidavit and agreement. The
Owner expressly agrees that it will not consummate any such transfer if it knows
or believes that any of the representations contained in such affidavit and
agreement are false.
6. That the Owner has reviewed the restrictions set forth on
the face of the Class R Certificates and the provisions of Section 5.02(f) of
the Pooling and Servicing Agreement under which the Class R Certificates were
issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which
authorize the Trustee to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trustee in the event the Owner holds such
Certificates in violation of Section 5.02(f)). The Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.
7. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
8. The Owner's Taxpayer Identification Number is ______________.
9. This affidavit and agreement relates only to the Class R
Certificates held by the Owner and not to any other holder of the Class R
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R Certificates.
10. That no purpose of the Owner relating to the transfer of
any of the Class R Certificates by the Owner is or will be to impede the
assessment or collection of any tax.
11. That the Owner has no present knowledge or expectation
that it will be unable to pay any United States taxes owed by it so long as any
of the Certificates remain outstanding. In this regard, the Owner hereby
represents to and for the benefit of the person from whom it acquired the Class
R Certificate that the Owner intends to pay taxes associated with holding such
Class R Certificate as they become due, fully understanding that it may incur
tax liabilities in excess of any cash flows generated by the Class R
Certificate.
12. That the Owner has no present knowledge or expectation
that it will become insolvent or subject to a bankruptcy proceeding for so long
as any of the Class R Certificates remain outstanding.
13. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
I-1-1
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__.
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
I-1-2
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
The First National Bank of Chicago
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Residential Funding Corporation Series 1997-S3
Re: Mortgage Pass-Through Certificates,
Series 1997-S3, Class R-I and Class R-II
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_______________________________ (the "Seller") to
_______________________________ (the "Purchaser") of $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1997-S3, Class R-I and Class R-II (the "Certificates"), pursuant to Section 5.02
of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of February 1, 1997 among Residential Funding Mortgage Securities I,
Inc., as seller (the "Company"), Residential Funding Corporation, as master
servicer, and The First National Bank of Chicago, as trustee (the "Trustee").
All terms used herein and not otherwise defined shall have the meanings set
forth in the Pooling and Servicing Agreement. The Seller hereby certifies,
represents and warrants to, and covenants with, the Company and the Trustee
that:
1. No purpose of the Seller relating to the transfer of the Certificate by
the Seller to the Purchaser is or will be to impede the assessment or collection
of any tax.
2. The Seller understands that the Purchaser has delivered to the Trustee
and the Master Servicer a transfer affidavit and agreement in the form attached
to the Pooling and Servicing Agreement as Exhibit I-1. The Seller does not know
or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has historically
paid its debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as they become
due in the future. The Seller understands that the transfer of a Class R
Certificate may not be respected for United States income tax purposes (and the
Seller may continue to be liable for United States income taxes associated
therewith) unless the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the proposed Transferee is not
both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
X-0-0
XXXXXXX X-0
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
The First National Bank of Chicago
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Residential Funding Corporation Series 1997-S3
RE: Mortgage Pass-Through Certificates,
Series 1997-S3, Class B-__
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1997-S3, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of February 1, 1997 among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer, and The First National Bank
of Chicago, as trustee (the "Trustee"). All terms used herein and not otherwise
defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Purchaser hereby certifies, represents and warrants to, and
covenants with, the Company and the Trustee 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.
2. The Purchaser is acquiring the Certificates for its own account for
investment only and not with a view to or for sale in connection with any
distribution thereof in any manner that would violate the Act or any applicable
state securities laws.
3. The Purchaser is (a) a substantial,
sophisticated institutional investor having such
knowledge and experience in financial and business
matters, and, in particular, in such matters
related to securities similar to the Certificates,
such that it is capable of evaluating the merits
and risks of investment in the Certificates, (b)
able to bear the economic risks of such an
investment and (c) an "accredited investor" within
the meaning of Rule 501(a) promulgated pursuant to
the Act.
4. The Purchaser has been furnished with,
and has had an opportunity to review (a) [a copy
of the Private Placement Memorandum, dated
____________, 199_, relating to the Certificates
(b)] a copy of the Pooling and Servicing Agreement
and [b] [c] such other information concerning the
Certificates, the Mortgage Loans and the Company
as has been requested by the Purchaser from the
Company or the Seller and is relevant to the
Purchaser's decision to purchase the Certificates.
The Purchaser has had any questions arising from
such review answered by the Company or the Seller
to the satisfaction of the Purchaser. [If the
Purchaser did not purchase the Certificates from
the Seller in connection with the initial
distribution of the Certificates and was provided
with a copy of the Private Placement Memorandum
(the "Memorandum") relating to the original sale
(the "Original Sale") of the Certificates by the
Company, the Purchaser acknowledges that such
Memorandum was provided to it by the Seller, that
the Memorandum was prepared by the Company solely
for use in connection with the Original Sale and
the Company did not participate in or facilitate
in any way the purchase of the Certificates by the
Purchaser from the Seller, and the Purchaser
agrees that it will look solely to the Seller and
not to the Company with respect to any damage,
liability, claim or expense arising out of,
resulting from or in connection with (a) error or
omission, or alleged error or omission, contained
in the Memorandum, or (b) any information,
development or event arising after the date of the
Memorandum.]
5. The Purchaser has not and will not nor
has it authorized or will it authorize any person
to (a) offer, pledge, sell, dispose of or
otherwise transfer any Certificate, any interest
in any Certificate or any other similar security
to any person in any manner, (b) solicit any offer
to buy or to accept a pledge, disposition of other
transfer of any Certificate, any interest in any
Certificate or any other similar security from any
person in any manner, (c) otherwise approach or
negotiate with respect to any Certificate, any
interest in any Certificate or any other similar
security with any person in any manner, (d) make
any general solicitation by means of general
advertising or in any other manner or (e) take any
other action, that (as to any of (a) through (e)
above) would constitute a distribution of any
Certificate under the Act, that would render the
disposition of any Certificate a violation of
Section 5 of the Act or any state securities law,
or that would require registration or
qualification pursuant thereto. The Purchaser will
not sell or otherwise transfer any of the
Certificates, except in compliance with the
provisions of the Pooling and Servicing Agreement.
*6. The Purchaser represents that either (a) or (b) is satisfied, as
marked below:
a. is not any employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal
Revenue Code of 1986 (the "Code"), a Person acting, directly or indirectly, on
behalf of any such plan or any Person acquiring such Certificates with "plan
assets" of a Plan within the meaning of the Department of Labor regulation
promulgated at 29 C.F.R. ss.2510.3-101; or
b. will provide the Trustee, the Company and the Master
Servicer with either: (i) an opinion of counsel, satisfactory to the Trustee,
the Company and the Master Servicer, to the effect that the purchase and holding
of a Certificate by or on behalf of the Purchaser is permissible under
applicable law, will not constitute or result in a prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code (or comparable provisions of
any subsequent enactments) and will not subject the Trustee, the Company or the
Master Servicer to any obligation or liability (including liabilities under
ERISA or Section 4975 of the Code) in addition to those undertaken in the
Pooling and Servicing Agreement, which opinion of counsel shall not be an
expense of the Trustee, the Company or the Master Servicer; or (ii) in lieu of
such opinion of counsel, a certification in the form of Exhibit J-2 to the
Pooling and Servicing Agreement.
* To be inserted when Prohibited Transaction Exemption 94-29,
the individual exemption granted to RFC by the Department
of Labor, will not exempt a transaction from the
application of the prohibited transaction provisions of
ERISA and the Code.
Very truly yours,
By:
Name:
Title:
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
X-0
XXXXXXX X-0
FORM OF ERISA REPRESENTATION LETTER
_____________, 199__
Residential Funding Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Residential Funding Mortgage
Securities I, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
The First National Bank of Chicago
One First Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attention: Residential Funding Corporation Series 1997-S3
Re: Mortgage Pass-Through Certificates,
Series 1997-S3, Class____
Dear Sirs:
___________________ (the "Purchaser") intends to purchase from
___________________ (the "Seller") $ _________________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1997-S3, Class
____ (the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the"Pooling and Servicing Agreement"), dated as of February 1, 1997,
among Residential Funding Mortgage Securities I, Inc., as seller (the
"Company"), Residential Funding Corporation, as master servicer (the "Master
Servicer") and The First National Bank of Chicago, as trustee (the "Trustee").
All terms used herein and not otherwise defined shall have the meanings set
forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies,
represents and warrants to, and covenants with the Company, the Trustee and the
Master Servicer that the following statements in either (1) or (2) are accurate:
(1) The Certificates (i) are not being acquired by, and will
not be transferred to, any employee benefit plan within the meaning of
section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") or other retirement arrangement, including individual
retirement accounts and annuities, Xxxxx plans and
bank collective investment funds and insurance company general or
separate accounts in which such plans, accounts or arrangements are
invested, that is subject to Section 406 of ERISA or Section 4975 of
the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a
"Plan"), (ii) are not being acquired with "plan assets" of a Plan
within the meaning of the Department of Labor ("DOL") regulation, 29
C.F.R. ss. 2510.3-101, and (iii) will not be transferred to any entity
that is deemed to be investing in plan assets within the meaning of the
DOL regulation, 29 C.F.R. ss. 2510.3-101; or
(2) The purchase of Certificates is permissible under
applicable law, will not constitute or result in any prohibited
transaction under ERISA or Section 4975 of the Code, will not subject
the Company, the Trustee or the Master Servicer to any obligation in
addition to those undertaken in the Pooling and Servicing Agreement
and, with respect to each source of funds ("Source") being used by the
Purchaser to acquire the Certificates, each of the following statements
are accurate: (a) the Purchaser is an insurance company; (b) the Source
is assets of the Purchaser's "general account;" (c) the conditions set
forth in Sections I and III of Prohibited Transaction Class Exemption
("PTCE") 95-60 issued by the DOL have been satisfied and the purchase,
holding and transfer of Certificates by or on behalf of the Purchaser
are exempt under PTCE 95-60; and (d) the amount of reserves and
liabilities for such general account contracts held by or on behalf of
any Plan do not exceed 10% of the total reserves and liabilities of
such general account plus surplus as of the date hereof (for purposes
of this clause, all Plans maintained by the same employer (or affiliate
thereof) or employee organization are deemed to be a single Plan) in
connection with its purchase and holding of such Certificates.
Very truly yours,
By:
Name:
Title:
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
J-2
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
The First National Bank of Chicago
One First Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attention: Residential Funding Corporation Series 1997-S3
Re: Mortgage Pass-Through Certificates,
Series 1997-S3, [Class B-]
Ladies and Gentlemen:
In connection with the sale by (the "Seller") to (the -------------
------------------ "Purchaser") of $ Initial Certificate Principal Balance of
Mortgage Pass-Through ----------- Certificates, Series 1997-S3, Class (the
"Certificates"), issued pursuant to the Pooling and - Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of February 1, 1997 among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer, and The First National Bank
of Chicago, as trustee (the "Trustee"). The Seller hereby certifies, represents
and warrants to, and covenants with, the Company and the Trustee that: Neither
the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the
Certificates under the Securities Act of 1933 (the "Act"), that would render the
disposition of any Certificate a violation of Section 5 of the Act or any state
securities law, or that would require registration or qualification pursuant
thereto. The Seller will not act, in any manner set forth in the foregoing
sentence with 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:
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
K-1
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 0000 Xxx.
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 February 1, 1997 among
Residential Funding Corporation as Master Servicer, Residential Funding Mortgage
Securities I, Inc. as depositor pursuant to Section 5.02 of the Agreement and
The First National Bank of Chicago, as trustee, as follows:
a. The Buyer understands that the Rule 144A Securities
have not been registered under the 1933 Act or the securities laws of
any state.
b. The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable of
evaluating the merits and risks of investment in the Rule 144A
Securities.
c. The Buyer has been furnished with all information
regarding the Rule 144A Securities that it has requested from the
Seller, the Trustee or the Servicer.
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 represents that either (a) or (b) is satisfied, as
marked below: :
a. is not any employee benefit plan subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code
of 1986 (the "Code"), a Person acting, directly or indirectly, on behalf of any
such plan or any Person acquiring such Certificates with "plan assets" of a Plan
within the meaning of the Department of Labor regulation promulgated at 29
C.F.R. ss.2510.3-101; or
b. will provide the Trustee, the Company and the Master Servicer with
either: (i) an opinion of counsel, satisfactory to the Trustee, the Company and
the Master Servicer, to the effect that the purchase and holding of a
Certificate by or on behalf of the Buyer is permissible under applicable law,
will not constitute or result in a prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code (or comparable provisions of any subsequent
enactments) and will not subject the Trustee, the Company or the Master Servicer
to any obligation or liability (including liabilities under ERISA or Section
4975 of the Code) in addition to those undertaken in the Pooling and Servicing
Agreement, which opinion of counsel shall not be an expense of the Trustee, the
Company or the Master Servicer; or (ii) in lieu of such opinion of counsel, a
certification in the form of Exhibit J-2 to the Pooling and Servicing Agreement.
* To be inserted when Prohibited Transaction Exemption 94-29, the
individual exemption granted to RFC by the Department of Labor, will
not exempt a transaction from the application of the prohibited
transaction provisions of ERISA and the Code.
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:
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
L-1
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.
------
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
L-2
___ 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:
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
L-3
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:
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
L-4
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited
Guaranty. (a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the
third Business Day prior to each Distribution Date or the related Determination
Date, the Master Servicer shall determine whether any Realized Losses (other
than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made prior to
the later of the third Business Day prior to each Distribution Date or the
related Determination Date by the Master Servicer with written notice thereof to
the Trustee. The maximum amount that Residential Funding shall be required to
pay pursuant to this Section on any Distribution Date (the "Amount Available")
shall be equal to the lesser of (X)
minus the sum of (i) all previous payments made under subsections (a) and
(b) hereof and (ii) all draws under the Limited Guaranty made in lieu of such
payments as described below in subsection (d) and (Y) the then outstanding
Certificate Principal Balances of the Class B Certificates, or such lower amount
as may be established pursuant to Section 12.02. Residential Funding's
obligations as described in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this
Section or amounts paid under the Limited Guaranty shall be deposited directly
in the Certificate Account, for distribution on the Distribution Date for such
month to the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion,
to substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation
as of the date of issuance of the Limited Guaranty and (b) the rating of the
long term debt obligations of General Motors Acceptance Corporation at the date
of such substitution and (C) the Company obtains written confirmation from each
nationally recognized credit rating agency that rated the Class B Certificates
at the request of the Company that such substitution shall not lower the rating
on the Class B Certificates below the lesser of (a) the then-current rating
assigned to the Class B Certificates by such rating agency and (b) the original
rating assigned to the Class B Certificates by such rating agency. Any
replacement of the Limited Guaranty or Subordinate Certificate Loss Obligation
pursuant to this Section shall be accompanied by a written Opinion of Counsel to
the substitute guarantor or obligor, addressed to the Master Servicer and the
Trustee, that such substitute instrument constitutes a legal, valid and binding
obligation of the substitute guarantor or obligor, enforceable in accordance
with its terms, and concerning such other matters as the Master Servicer and the
Trustee shall reasonably request. Neither the Company, the Master Servicer nor
the Trustee shall be obligated to substitute for or replace the Limited Guaranty
or Subordinate Certificate Loss Obligation under any circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XII may be amended in any manner; in each case by
written instrument executed or consented to by the Company and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency, unless (A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such amendment,
reduction, deletion or cancellation is made in accordance with Section 11.01(e)
and, provided further that the Company obtains (subject to the provisions of
Section 10.01(f) as if the Company was substituted for the Master Servicer
solely for the purposes of such provision), in the case of a material amendment
or supersession (but not a reduction, cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment or supersession will not cause either (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code or
(b) the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of Counsel that
such amendment complies with this Section 12.02.
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
M-1
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1997-S3
, 199__
The First National Bank of Chicago
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Residential Funding Corporation Series 1997-S3
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware
corporation ("Residential Funding"), an indirect wholly-owned subsidiary of
General Motors Acceptance Corporation, a New York corporation ("GMAC"), plans to
incur certain obligations as described under Section 12.01 of the Pooling and
Servicing Agreement dated as of February 1, 1997 (the "Servicing Agreement"),
among Residential Funding Mortgage Securities I, Inc. (the "Company"),
Residential Funding and The First National Bank of Chicago (the "Trustee") as
amended by Amendment No. ___ thereto, dated as of ________, with respect to the
Mortgage Pass-Through Certificates, Series 1997-S3 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with
respect to the ability of Residential Funding to secure sufficient funds and
faithfully to perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good and valuable consideration, the receipt of
which is hereby acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute and deposit in the
Certificate Account on behalf of Residential Funding (or otherwise provide to
Residential Funding, or to cause to be made available to Residential Funding),
either directly or through a subsidiary, in any case prior to the related
Distribution Date, such moneys as may be required by Residential Funding to
perform its Subordinate Certificate Loss Obligation when and as the same arises
from time to time upon the demand of the Trustee in accordance with Section
12.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall
be absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part
of Residential Funding, the Trustee or any other person in asserting or
enforcing any rights or in making any claims or demands hereunder. Any defective
or partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited
Guaranty may be modified, amended or terminated only by the written agreement of
GMAC and the Trustee and only if such modification, amendment or termination is
permitted under Section 12.02 of the Servicing Agreement. The obligations of
GMAC under this Limited Guaranty shall continue and remain in effect so long as
the Servicing Agreement is not modified or amended in any way that might affect
the obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
4. Successor. Except as otherwise expressly provided herein, the
guarantee herein set forth shall be binding upon GMAC and its respective
successors.
5. Governing Law. This Limited Guaranty shall be governed by the laws
of the State of New York.
6. Authorization and Reliance. GMAC understands that a copy of this
Limited Guaranty shall be delivered to the Trustee in connection with the
execution of
Amendment No. 1 to the Servicing Agreement
and GMAC hereby authorizes the Company
and the Trustee to rely on the covenants and agreements set forth herein.
7. Definitions. Capitalized terms used but not otherwise defined herein
shall have the meaning given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed in any number of
counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
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:
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
N-1
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 19____
Residential Funding Mortgage
Securities I, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
The First National Bank of Chicago
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Residential Funding Corporation Series 1997-S3
Re: Mortgage Pass-Through Certificates, Series 1997-S3 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 February 1, 1997 among Residential Funding Mortgage Securities I,
Inc., as seller (the "Company"), Residential Funding Corporation, as master
servicer, and the Trustee. All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement. The Lender
hereby certifies, represents and warrants to, and covenants with, the Master
Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is solely to
comply with, or facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be
modified to have a rate of interest at least 0.25 percent below or above the
rate of interest on such Mortgage Loan prior to such proposed assignment; and
iv) such assignment is at the request of the borrower under the related
MortgageLoan.
Very truly yours,
(Lender)
By:
Name:
Title:
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
O-1
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1549025 137,899.61 7.320 2.4000000000% 3,309.59
1540613 597,168.04 7.345 2.0666666667% 12,341.47
1543971 391,430.74 7.345 2.0666666667% 8,089.57
1544175 329,761.16 7.345 2.0666666667% 6,815.06
1550404 257,413.55 7.345 2.0666666667% 5,319.88
1550432 117,914.59 7.345 2.0666666667% 2,436.90
1550442 169,377.32 7.345 2.0666666667% 3,500.46
1551438 426,579.66 7.345 2.0666666667% 8,815.98
1551491 358,740.17 7.345 2.0666666667% 7,413.96
1552193 324,528.05 7.345 2.0666666667% 6,706.91
1551118 600,000.00 7.420 1.0666666667% 6,400.00
1539561 360,545.35 7.470 0.4000000000% 1,442.18
1541168 304,568.07 7.470 0.4000000000% 1,218.27
1544832 280,000.00 7.470 0.4000000000% 1,120.00
1545207 219,844.72 7.470 0.4000000000% 879.38
1546231 403,927.17 7.470 0.4000000000% 1,615.71
1547360 299,788.26 7.470 0.4000000000% 1,199.15
1547788 497,648.51 7.470 0.4000000000% 1,990.59
1548720 247,824.96 7.470 0.4000000000% 991.30
1550328 247,824.97 7.470 0.4000000000% 991.30
1550399 106,224.97 7.470 0.4000000000% 424.90
1550490 649,541.24 7.470 0.4000000000% 2,598.16
1550526 202,357.07 7.470 0.4000000000% 809.43
1550701 148,000.00 7.470 0.4000000000% 592.00
1550770 359,490.18 7.470 0.4000000000% 1,437.96
1551434 331,765.68 7.470 0.4000000000% 1,327.06
1551436 305,566.67 7.470 0.4000000000% 1,222.27
1551456 355,748.74 7.470 0.4000000000% 1,422.99
1551490 374,735.32 7.470 0.4000000000% 1,498.94
1551579 299,575.15 7.470 0.4000000000% 1,198.30
1551588 349,752.97 7.470 0.4000000000% 1,399.01
1551642 219,045.29 7.470 0.4000000000% 876.18
1551660 419,405.21 7.470 0.4000000000% 1,677.62
1551780 87,875.36 7.470 0.4000000000% 351.50
1551820 284,196.96 7.470 0.4000000000% 1,136.79
1551855 238,518.12 7.470 0.4000000000% 954.07
1552030 249,000.00 7.470 0.4000000000% 996.00
1552536 185,868.72 7.470 0.4000000000% 743.47
1552792 223,042.47 7.470 0.4000000000% 892.17
1553047 134,904.71 7.470 0.4000000000% 539.62
1553049 129,908.24 7.470 0.4000000000% 519.63
1553227 282,000.00 7.470 0.4000000000% 1,128.00
1553251 238,331.66 7.470 0.4000000000% 953.33
1553254 294,117.24 7.470 0.4000000000% 1,176.47
1553339 267,061.38 7.470 0.4000000000% 1,068.25
1554255 264,812.97 7.470 0.4000000000% 1,059.25
1554419 197,910.21 7.470 0.4000000000% 791.64
1554426 321,294.35 7.470 0.4000000000% 1,285.18
$14,092,835.78 0.7995402185% $112,677.89
[NY01B:304392.2] 16069-00388 02/14/97 1:23pm
P-1
