DOCSNY1:411472.4
EXECUTION COPY
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1997
Mortgage Asset-Backed Pass-Through Certificates
Series 1997-QS11
DOCSNY1:411472.4 1
TABLE OF CONTENTS
ARTICLE I
Section 1.01. Definitions..............................................2
Accrued Certificate Interest.....................................2
Addendum and Assignment Agreement................................2
Additional Collateral............................................2
Additional Collateral Loan.......................................3
Adjusted Mortgage Rate...........................................3
Advance 3
Affiliate........................................................3
Agreement........................................................3
Amount Held for Future Distribution..............................3
Appraised Value..................................................3
Assignment.......................................................3
Assignment Agreement.............................................3
Assignment of Proprietary Lease..................................3
Available Distribution Amount....................................4
Bankruptcy Amount................................................4
Bankruptcy Code..................................................4
Bankruptcy Loss..................................................4
Book-Entry Certificate...........................................5
Business Day.....................................................5
Buydown Funds....................................................5
Buydown Mortgage Loan............................................5
Cash Liquidation.................................................5
Certificate......................................................5
Certificate Account..............................................5
Certificate Account Deposit Date.................................5
Certificateholder or Holder......................................5
Certificate Owner................................................6
Certificate Principal Balance....................................6
Certificate Register and Certificate Registrar...................6
Class 6
Class A Certificate..............................................6
Class A-6 Collection Shortfall...................................7
Class A-6 Principal Distribution Amount..........................7
Class A-7 Notional Amount........................................7
Class B Certificate..............................................7
Class B Percentage...............................................7
Class B-1 Percentage.............................................7
Class B-1 Prepayment Distribution Trigger........................7
Class B-2 Percentage.............................................7
Class B-2 Prepayment Distribution Trigger........................7
Class B-3 Percentage.............................................7
Class B-3 Prepayment Distribution Trigger........................8
Class M Certificate..............................................8
Class M Percentage...............................................8
Class M-1 Percentage.............................................8
Class M-2 Percentage.............................................8
Class M-2 Prepayment Distribution Trigger........................8
Class M-3 Percentage.............................................8
Class M-3 Prepayment Distribution Trigger........................8
Class R Certificate..............................................8
Closing Date.....................................................9
Code 9
Compensating Interest............................................9
Cooperative......................................................9
Cooperative Apartment............................................9
Cooperative Lease................................................9
Cooperative Loans................................................9
Cooperative Stock................................................9
Cooperative Stock Certificate....................................9
Corporate Trust Office...........................................9
Credit Support Depletion Date....................................9
Curtailment.....................................................10
Custodial Account...............................................10
Custodial Agreement.............................................10
Custodian.......................................................10
Cut-off Date....................................................10
Cut-off Date Principal Balance..................................10
DCR 10
Debt Service Reduction..........................................10
Defaulted Mortgage Loss.........................................10
Deficient Valuation.............................................10
Definitive Certificate..........................................10
Deleted Mortgage Loan...........................................10
Depository......................................................10
Depository Participant..........................................11
Destroyed Mortgage Note.........................................11
Determination Date..............................................11
Discount Fraction...............................................11
Discount Mortgage Loan..........................................11
Disqualified Organization.......................................11
Distribution Date...............................................11
Due Date........................................................11
Due Period......................................................11
Eligible Account................................................12
Eligible Funds..................................................12
Event of Default................................................12
Excess Bankruptcy Loss..........................................12
Excess Fraud Loss...............................................12
Excess Special Hazard Loss......................................12
Excess Subordinate Principal Amount.............................12
Extraordinary Events............................................13
Extraordinary Losses............................................13
FASIT 13
FDIC 13
FHLMC 13
Final Distribution Date.........................................13
Fitch 13
FNMA 14
Foreclosure Profits.............................................14
Fraud Loss Amount...............................................14
Fraud Losses....................................................14
Independent.....................................................14
Initial Certificate Principal Balance...........................14
Initial Class A-7 Notional Amount:..............................14
Insurance Proceeds..............................................15
Insurer 15
Interest Accrual Period.........................................15
International Borrower..........................................15
Late Collections................................................15
Liquidation Proceeds............................................15
Loan-to-Value Ratio.............................................15
Maturity Date...................................................15
MLCC 15
Modified Mortgage Loan..........................................15
Modified Net Mortgage Rate......................................15
Monthly Payment.................................................15
Xxxxx'x 16
Mortgage........................................................16
Mortgage 100SM Loan.............................................16
Mortgage File...................................................16
Mortgage Loan Schedule..........................................16
Mortgage Loans..................................................17
Mortgage Note...................................................17
Mortgage Rate...................................................17
Mortgaged Property..............................................17
Mortgagor.......................................................17
Net Mortgage Rate...............................................17
Non-Discount Mortgage Loan......................................17
Non-Primary Residence Loans.....................................17
Non-United States Person........................................17
Nonrecoverable Advance..........................................17
Nonsubserviced Mortgage Loan....................................17
Officers' Certificate...........................................18
Opinion of Counsel..............................................18
Outstanding Mortgage Loan.......................................18
Ownership Interest..............................................18
Parent PowerSM Loan.............................................18
Pass-Through Rate...............................................18
Paying Agent....................................................18
Percentage Interest.............................................18
Permitted Investments...........................................19
Permitted Transferee............................................20
Person 20
Pledged Asset Mortgage Servicing Agreement......................20
Pool Stated Principal Balance...................................20
Pool Strip Rate.................................................20
Prepayment Assumption...........................................20
Prepayment Distribution Percentage..............................20
Prepayment Distribution Trigger.................................21
Prepayment Interest Shortfall...................................21
Prepayment Period...............................................21
Primary Insurance Policy........................................22
Principal Prepayment............................................22
Principal Prepayment in Full....................................22
Program Guide...................................................22
Purchase Price..................................................22
Qualified Substitute Mortgage Loan..............................22
Rating Agency...................................................23
Realized Loss...................................................23
Record Date.....................................................23
Regular Certificate.............................................23
REMIC 23
REMIC Administrator.............................................23
REMIC Provisions................................................24
REO Acquisition.................................................24
REO Disposition.................................................24
REO Imputed Interest............................................24
REO Proceeds....................................................24
REO Property....................................................24
Request for Release.............................................24
Required Insurance Policy.......................................24
Required Surety Payment.........................................24
Residential Funding.............................................24
Responsible Officer.............................................24
Schedule of Discount Fractions..................................25
Security Agreement..............................................25
Seller 25
Senior Accelerated Distribution Percentage......................25
Seller's Agreement..............................................26
Senior Percentage...............................................26
Senior Principal Distribution Amount............................26
Servicing Accounts..............................................26
Servicing Advances..............................................26
Servicing Fee...................................................26
Servicing Modification..........................................26
Servicing Officer...............................................26
Special Hazard Amount...........................................26
Special Hazard Loss.............................................27
Special Hazard Percentage.......................................27
Standard & Poor's...............................................27
Stated Principal Balance........................................27
Subclass........................................................27
Subclass Notional Amount........................................27
Subordinate Percentage..........................................28
Subordinate Principal Distribution Amount.......................28
Subserviced Mortgage Loan.......................................28
Subservicer.....................................................28
Subservicer Advance.............................................28
Subservicing Account............................................28
Subservicing Agreement..........................................28
Subservicing Fee................................................28
Surety 29
Surety Bond.....................................................29
Tax Returns.....................................................29
Transfer........................................................29
Transferee......................................................29
Transferor......................................................29
Trust Fund......................................................29
Uncertificated REMIC Regular Interests..........................29
Uniform Single Attestation Program for Mortgage Bankers.........29
Uninsured Cause.................................................30
United States Person............................................30
Voting Rights...................................................30
ARTICLE II
Section 2.01. Conveyance of Mortgage Loans............................31
Section 2.02. Acceptance by Trustee...................................35
Section 2.03. Representations, Warranties and Covenants of the
Master Servicer and the Company.................................36
Section 2.04. Representations and Warranties of Sellers...............39
Section 2.05. Execution and Authentication of Certificates............41
ARTICLE III
Section 3.01. Master Servicer to Act as Servicer......................42
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations.....................................................43
Section 3.03. Successor Subservicers..................................43
Section 3.04. Liability of the Master Servicer........................44
Section 3.05. No Contractual Relationship Between Subservicer and
Trustee or Certificateholders...................................44
Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee...........................................44
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account...................................45
Section 3.08. Subservicing Accounts; Servicing Accounts...............47
Section 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans....................................48
Section 3.10. Permitted Withdrawals from the Custodial Account........48
Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder..........................................50
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments....................52
Section 3.14. Realization Upon Defaulted Mortgage Loans...............53
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.........56
Section 3.16. Servicing and Other Compensation; Compensating
Interest........................................................57
Section 3.17. Reports to the Trustee and the Company..................57
Section 3.18. Annual Statement as to Compliance.......................58
Section 3.20. Rights of the Company in Respect of the Master
Servicer........................................................58
Section 3.21. Administration of Buydown Funds.........................59
ARTICLE IV
Section 4.01. Certificate Account.....................................60
Section 4.02. Distributions...........................................60
Section 4.03. Statements to Certificateholders........................66
Section 4.04. Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer........................68
Section 4.05. Allocation of Realized Losses...........................70
Section 4.06. Reports of Foreclosures and Abandonment
of Mortgaged Property...........................................71
Section 4.08. Surety Bond.............................................71
ARTICLE V
Section 5.01. The Certificates........................................72
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.......78
Section 5.04. Persons Deemed Owners...................................78
Section 5.05. Appointment of Paying Agent.............................78
Section 5.06. Optional Purchase of Certificates.......................78
ARTICLE VI
Section 6.01. Respective Liabilities of the Company and the
Master Servicer.................................................81
Section 6.04. Company and Master Servicer Not to Resign...............82
ARTICLE VII
Section 7.01. Events of Default.......................................83
Section 7.02. Trustee or Company to Act; Appointment of Successor.....84
Section 7.03. Notification to Certificateholders......................85
Section 7.04. Waiver of Events of Default.............................85
ARTICLE VIII
Section 8.01. Duties of Trustee.......................................86
Section 8.02. Certain Matters Affecting the Trustee...................87
Section 8.03. Trustee Not Liable for Certificates or Mortgage
Loans 88
Section 8.04. Trustee May Own Certificates............................89
Section 8.06. Eligibility Requirements for Trustee....................89
Section 8.07. Resignation and Removal of the Trustee..................90
Section 8.08. Successor Trustee.......................................90
Section 8.09. Merger or Consolidation of Trustee......................91
Section 8.10. Appointment of Co-Trustee or Separate Trustee...........91
Section 8.11. Appointment of Custodians...............................92
Section 8.12. Appointment of Office or Agency.........................92
ARTICLE IX
Section 9.01. Termination Upon Purchase by the Master Servicer or
the Company or Liquidation of All Mortgage Loans................93
Section 9.02. Additional Termination Requirements.....................95
ARTICLE X
Section 10.01.......................................REMIC Administration
96
Section 10.02.Master Servicer, REMIC Administrator and Trustee
Indemnification ................................................. 98
ARTICLE XI
Section 11.01..................................................Amendment
100
Section 11.02.....................Recordation of Agreement; Counterparts
102
Section 11.03.................Limitation on Rights of Certificateholders
102
Section 11.04..............................................Governing Law
103
Section 11.05....................................................Notices
103
Section 11.06...................................Notices to Rating Agency
103
Section 11.07.................................Severability of Provisions
104
Section 11.08....................................Supplemental Provisions
104
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: Request for Exchange Form
DOCSNY1:411472.4 1
This is a Pooling and Servicing Agreement, dated as of October 1, 1997,
among RESIDENTIAL ACCREDIT LOANS, INC., as the company (together with its
permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and BANKERS TRUST COMPANY, as Trustee (together
with its permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the Master Servicer
will make an election to treat the entire segregated pool of assets described in
the definition of Trust Fund herein, and subject to this Agreement (including
the Mortgage Loans), as a real estate mortgage investment conduit (a "REMIC")
for federal income tax purposes. The Class X-0, Xxxxx X-0, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the
Uncertificated REMIC Regular Interests (as defined herein), the rights in and to
which will be initially represented by the Class A-3 Certificates, will be
"regular interests" in the REMIC, and the Class R Certificates will be the sole
class of "residual interests" therein for purposes of the REMIC Provisions (as
defined herein) under federal income tax law.
The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates comprising the
interests in the Trust Fund created hereunder.
Aggregate
Initial
Pass-ThroughCertificate
Designation Rate Principal Features Maturity Date Xxxxx'x DCR
Balance
Class A-1 7.00% $99,650,000.00 Senior October 25, Aaa AAA
2012
Class A-2 0.00% $43,142.76 Principal October 25, Aaa AAA
Only/Senior 2012
Class A-3 Variable $0.00 Variable October 25, Aaa AAA
Rate Strip/Senior 2012
Class R 7.00% $100.00 Residual/Senior October 25, Aaa AAA
2012
Class M-1 7.00% $3,043,000.00 Mezzanine October 25, N/A AA
2012
Class M-2 7.00% $892,000.00 Mezzanine October 25, N/A A
2012
Class M-3 7.00% $419,700.00 Mezzanine October 25, N/A BBB
2012
Class B-1 7.00% $367,000.00 Subordinate October 25, N/A BB
2012
Class B-2 7.00% $262,400.00 Subordinate October 25, N/A B
2012
Class B-3 7.00% $263,388.53 Subordinate October 25, N/A N/A
2012
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal
to $104,940,731.29. The Mortgage Loans are fixed-rate first lien mortgage loans
having terms to maturity at origination or modification of not more than 15
years.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date, as
to any Class A Certificate (other than the Class A-2 Certificates and Class A-3
Certificates), any Class M Certificate, any Class B Certificate or any Class R
Certificate, interest accrued during the related Interest Accrual Period at the
related Pass-Through Rate on the Certificate Principal Balance thereof
immediately prior to such Distribution Date. With respect to each Distribution
Date, as to the Class A-3 Certificates in the aggregate, interest accrued during
the related Interest Accrual Period at the related Pass-Through Rate on the
Class A-3 Notional Amount. With respect to each Distribution Date, as to any
Subclass of Class A-3 Certificates, interest accrued during the related Interest
Accrual Period at the related Pass-Through Rate on the Subclass Notional Amount.
Accrued Certificate Interest will be calculated on the basis of a 360-day year,
consisting of twelve 30-day months. In each case Accrued Certificate Interest on
any Class of Certificates will be reduced by the amount of (i) Prepayment
Interest Shortfalls (to the extent not offset by the Master Servicer with a
payment of Compensating Interest as provided in Section 4.01), (ii) the interest
portion (adjusted to the Net Mortgage Rate (or the Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) of Realized Losses (including Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses) not allocated solely to one or more specific Classes of
Certificates pursuant to Section 4.05, (iii) the interest portion of Advances
previously made with respect to a Mortgage Loan or REO Property which remained
unreimbursed following the Cash Liquidation or REO Disposition of such Mortgage
Loan or REO Property that were made with respect to delinquencies that were
ultimately determined to be Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses and (iv) any other interest
shortfalls not covered by the subordination provided by the Class M Certificates
and Class B Certificates, including interest that is not collectible from the
Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations as in effect from time to time,
with all such reductions allocated among all of the Certificates in proportion
to their respective amounts of Accrued Certificate Interest payable on such
Distribution Date which would have resulted absent such reductions. Any portion
of the reductions described in the immediately preceding sentence that are
allocated to the Class A-3 Certificates shall be allocated among the Subclasses
thereof, if any, in proportion to their respective amounts of Accrued
Certificate Interest payable on such Distribution Date which would have resulted
absent such reductions. In addition to that portion of the reductions described
in the second preceding sentence that are allocated to any Class of Class B
Certificates or any Class of Class M Certificates, Accrued Certificate Interest
on such Class of Class B Certificates or such Class of Class M Certificates will
be reduced by the interest portion (adjusted to the Net Mortgage Rate) of
Realized Losses that are allocated solely to such Class of Class B Certificates
or such Class of Class M Certificates pursuant to Section 4.05.
Addendum and Assignment Agreement: The Addendum and Assignment
Agreement, dated as of January 31, 1995, between MLCC and the Master Servicer.
Additional Collateral: With respect to any Mortgage 100SM Loan, the
marketable securities held from time to time as security for the repayment of
such Mortgage 100SM Loan and any related collateral. With respect to any Parent
PowerSM Loan, the third-party guarantee for such Parent PowerSM Loan, together
with (i) any marketable securities held from time to time as security for the
performance of such guarantee and any related collateral or (ii) any mortgaged
property securing the performance of such guarantee, the related home equity
line of credit loan and any related collateral.
Additional Collateral Loan: Each Mortgage Loan that is supported by
Additional Collateral.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of
determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master
Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds, Insurance Proceeds and
purchases of Mortgage Loans that the Master Servicer has deemed to have been
received in the preceding month in accordance with Section 3.07(b)) and (ii)
payments which represent early receipt of scheduled payments of principal and
interest due on a date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated
October 30, 1997, between Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date, an amount
equal to (a) the sum of (i) the amount on deposit in the Custodial Account as of
the close of business on the immediately preceding Determination Date and
amounts deposited in the Custodial Account in connection with the substitution
of Qualified Substitute Mortgage Loans, (ii) the amount of any Advance made on
the immediately preceding Certificate Account Deposit Date, (iii) any amount
deposited in the Certificate Account on the related Certificate Account Deposit
Date pursuant to the second paragraph of Section 3.12(a), (iv) any amount
deposited in the Certificate Account pursuant to Section 4.07, (v) any amount
that the Master Servicer is not permitted to withdraw from the Custodial Account
or the Certificate Account pursuant to Section 3.16(e) and (vi) any amount
received by the Trustee pursuant to the Surety Bond in respect of such
Distribution Date, reduced by (b) the sum as of the close of business on the
immediately preceding Determination Date of (w) aggregate Foreclosure Profits,
(x) the Amount Held for Future Distribution, and (y) amounts permitted to be
withdrawn by the Master Servicer from the Custodial Account in respect of the
Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05.
As of any date of determination on or after the first anniversary of the
Cut-off Date, an amount equal to the excess, if any, of (1) the lesser of (a)
the Bankruptcy Amount calculated as of the close of business on the Business Day
immediately preceding the most recent anniversary of the Cut-off Date coinciding
with or preceding such date of determination (or, if such date of determination
is an anniversary of the Cut-off Date, the Business Day immediately preceding
such date of determination) (for purposes of this definition, the "Relevant
Anniversary") and (b) (i) if the aggregate principal balance of the Non-Primary
Residence Loans as of the Relevant Anniversary is less than 10%, $0.00, or (ii)
if the aggregate principal balance of the Non-Primary Residence Loans as of the
Relevant Anniversary is equal to or greater than 10%, the sum of (I) the
aggregate principal balance of the Non-Primary Residence Loans with a
Loan-to-Value Ratio of greater than 80.00% but less than or equal to 90.00%,
times 0.25%, (II) the aggregate principal balance of the Non-Primary Residence
Loans with a Loan-to-Value Ratio of greater than 90.00% but less than or equal
to 95.00%, times 0.50%, and (III) the aggregate principal balance of the
Non-Primary Residence Loans with a Loan-to-Value Ratio of greater than 95.00%
times 0.75%, in each case as of the Relevant Anniversary, over (2) the aggregate
amount of Bankruptcy Losses allocated solely to one or more specific Classes of
Certificates in accordance with Section 4.05 since the Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that neither a Deficient Valuation
nor a Debt Service Reduction shall be deemed a Bankruptcy Loss hereunder so long
as the Master Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York, the State of Michigan,
the State of California or the State of Illinois (and such other state or states
in which the Custodial Account or the Certificate Account are at the time
located) are required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount of
interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a Mortgage
Loan as to which an REO Acquisition occurred, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and
other payments or cash recoveries which the Master Servicer reasonably and in
good faith expects to be finally recoverable with respect to such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate, Class B
Certificate or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "Bankers Trust
Company, as trustee, in trust for the registered holders of Residential Accredit
Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 1997-QS11"
and which must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution Date, the
Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for purposes hereof and, solely for the purpose of giving any
consent or direction pursuant to this Agreement, any Certificate, other than a
Class R Certificate, registered in the name of the Company, the Master Servicer
or any Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights necessary to effect any such consent or
direction has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided, however, that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Class A Certificate
(other than any Class A-3 Certificate) and Class R Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate Principal Balance
of such Certificate as specified on the face thereof, minus (ii) the sum of (x)
the aggregate of all amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously allocated to
such Certificate (or any predecessor Certificate) pursuant to Section 4.05. With
respect to each Class M Certificate, on any date of determination, an amount
equal to (i) the Initial Certificate Principal Balance of such Class M
Certificate as specified on the face thereof, minus (ii) the sum of (x) the
aggregate of all amounts previously distributed with respect to such Certificate
(or any predecessor Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have occurred in
connection with Realized Losses which were previously allocated to such
Certificate (or any predecessor Certificate) pursuant to Section 4.05; provided,
that if the Certificate Principal Balances of the Class B Certificates have been
reduced to zero, the Certificate Principal Balance of each Class M Certificate
of those Class M Certificates outstanding with the highest numerical designation
at any given time shall thereafter be calculated to equal the Percentage
Interest evidenced by such Certificate times the excess, if any, of (A) the then
aggregate Stated Principal Balance of the Mortgage Loans over (B) the then
aggregate Certificate Principal Balance of all other Classes of Certificates
then outstanding. With respect to each Class B Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate Princial Balance
of such Class B Certificate as specified on the face thereof, minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously allocated to
such Certificate (or any predecessor Certificate) pursuant to Section 4.05;
provided, that the Certificate Principal Balance of each Class B Certificate of
those Class B Certificates outstanding with the highest numerical designation at
any given time shall be calculated to equal the Percentage Interest evidenced by
such Certificate times the excess, if any, of (A) the then aggregate Stated
Principal Balance of the Mortgage Loans over (B) the then aggregate Certificate
Principal Balance of all other Classes of Certificates then outstanding. The
Class A-3 Certificates 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.
Class A Certificate: Any one of the Class A-1, Class A-2 or Class A-3
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A, each such
Certificate (other than the Class A-3 Certificates) evidencing an interest
designated as a "regular interest" in the REMIC for purposes of the REMIC
Provisions. The Class A-3 Certificates will represent the entire beneficial
ownership interest in the Uncertificated REMIC Regular Interests. On and after
the date of issuance of any Subclass of Class A-3 Certificates pursuant to
Section 5.01(c), any such Subclass will represent the Uncertificated REMIC
Regular Interest or Interests specified by the initial Holder of the Class A-3
Certificates pursuant to said Section.
Class A-2 Collection Shortfall: With respect to the Cash Liquidation or
REO Disposition of a Discount Mortgage Loan and any Distribution Date, the
excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount
described in Section 4.02(b)(i)(C)(2).
Class A-2 Principal Distribution Amount: As defined in Section
4.02(b)(i).
Class A-3 Certificates: The Class A Certificates designated as Class
A-3 Certificates, including any Subclass thereof.
Class A-3 Notional Amount: As of any Distribution Date, with respect to
the Class A-3 Certificates, the aggregate Stated Principal Balance of the
Mortgage Loans immediately prior to such Distribution Date.
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates or Class B-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
C and evidencing an interest designated as a "regular interest" in the REMIC for
purposes of the REMIC Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2 Percentage and
Class B-3 Percentage.
Class B-1 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-1 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-1 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to 0.85%.
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 0.50%.
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 0.25%.
Class M Certificate: Any one of the Class M-1 Certificates, Class M-2
Certificates or Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
B and evidencing an interest designated as a "regular interest" in the REMIC for
purposes of the REMIC Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-2 Percentage and
Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-2 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class
B-2 Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 2.10%.
Class M-3 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class
B-3 Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 1.25%.
Class R Certificate: Any one of the Class R Certificates executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit D and evidencing an interest designated as a "residual
interest" in the REMIC for purposes of the REMIC Provisions.
Closing Date: October 30, 1997.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
Cooperative: A private, cooperative housing corporation organized under
the laws of, and headquartered in, the State of New York which owns or leases
land and all or part of a building or buildings located in the State of New
York, including apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other things, the sale of
Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership
instrument in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative
Stock.
Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at Four Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Residential Funding Corporation Series 1997-QS11.
Credit Support Depletion Date: The first Distribution Date on which the
Certificate Principal Balances of the Class M Certificates and Class B
Certificates have been reduced to zero.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not
a Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Company, the Master Servicer, the Trustee and a Custodian in substantially
the form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: October 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.
DCR: Duff and Xxxxxx Credit Rating Company, or its successor in
interest.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Defaulted Mortgage Loss: With respect to any Mortgage Loan, a Realized
Loss that is attributable to the Mortgagor's failure to make any payment of
principal or interest as required under the Mortgage Note, not including Special
Hazard Losses, Extraordinary Losses (or any other loss resulting from damage to
the related Mortgaged Property (or, with respect to a Cooperative Loan, the
related Cooperative Apartment)), Bankruptcy Losses, Fraud Losses and any other
interest shortfalls not covered by the subordination described in Section 4.05,
including interest that is not collectible from the Mortgagor pursuant to the
Soldiers' and Sailors' Civil Relief Act of 1940 or similar legislation or
regulations as in effect from time to time.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with
a Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(3) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is 7.00% 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 7.00%. 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 7.00% per annum and any Mortgage
Loan deemed to be a Discount Mortgage Loan pursuant to the definition of
Qualified Substitute Mortgage Loan.
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for the FHLMC, a majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) any
"electing large partnership" as defined in Section 775(a) of the Code and (vi)
any other Person so designated by the Trustee based upon an Opinion of Counsel
that the holding of an Ownership Interest in a Class R Certificate by such
Person may cause the Trust Fund or any Person having an Ownership Interest in
any Class of Certificates (other than such Person) to incur a liability for any
federal tax imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership Interest in a Class R Certificate to such Person.
The terms "United States", "State" and "international organization" shall have
the meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date, the first day of the
month in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period
commencing on the second day of the month preceding the month of such
Distribution Date and ending on the related Due Date.
Eligible Account: An account that is any of the following: (i) maintained
with a depository institution the debt obligations of which have been rated by
each Rating Agency in its highest rating available, or (ii) an account or
accounts in a depository institution in which such accounts are fully insured to
the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of The First
National Bank of Chicago or (B) an account or accounts maintained in the
corporate asset services department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P-1 (or the equivalent) or
better by each Rating Agency and its long term debt obligations are rated A2 (or
the equivalent) or better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in the corporate
trust division of Bankers Trust Company, or (v) an account or accounts of a
depository institution acceptable to each Rating Agency (as evidenced in writing
by each Rating Agency that use of any such account as the Custodial Account or
the Certificate Account will not reduce the rating assigned to any Class of
Certificates by such Rating Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by such Rating
Agency).
Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Class A Certificates and
Class R Certificates, (ii) the Senior Principal Distribution Amount (determined
without regard to Section 4.02(a)(ii)(Y)(D) hereof), (iii) the Class A-2
Principal Distribution Amount (determined without regard to Section
4.02(b)(i)(E) hereof) and (iv) the aggregate amount of Accrued Certificate
Interest on the Class M, Class B-1 and Class B-2 Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds
the then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion
thereof, that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution Date
on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date as reduced by any amount calculated pursuant to Section
4.02(b)(i)(E).
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the
fidelity bond and the errors and omissions insurance policy required to be
maintained pursuant to Section 3.12(b) but are in excess of the coverage
maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in part
caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war, including
action in hindering, combating or defending against an actual, impending
or expected attack:
1. by any government or sovereign power, de jure or
de facto, or by any authority maintaining or using military,
naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power,
authority or forces;
(d) any weapon of war employing atomic fission or radioactive force
whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, combating or
defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any government
or public authority; or risks of contraband or illegal transportation or
trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by
or resulting from an Extraordinary Event.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate instrumentality
of the United States created and existing under Title III of the Emergency Home
Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.03.
Fitch: 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: (X) 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 (Y) 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 Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in
the origination of such Mortgage Loan.
Independent: When used with respect to any specified Person, means such a
Person who (i) is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate thereof, (ii) does not have any direct financial
interest or any material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
with the Company, the Master Servicer or the Trustee as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
Initial Certificate Principal Balance: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date as set forth in the Preliminary Statement hereto.
Initial Class A-3 Notional Amount: With respect to any Class A-3
Certificate, the Cut-off Date Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
Class A-3 Certificate.
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, with respect to a Cooperative Loan, the related Cooperative Apartment) or
released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance Policy or any
successor thereto or the named insurer in any replacement policy.
Interest Accrual Period: With respect to any Certificate, and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.
International Borrower: In connection with any Mortgage Loan, a borrower
who is (a) a United States citizen employed in a foreign country, (b) a
non-permanent resident alien employed in the United States or (c) a citizen of a
country other than the United States with income derived from sources outside
the United States.
Late Collections: With respect to any Mortgage Loan, all amounts received
during any Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received by
the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Maturity Date: The latest possible maturity date, solely for purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of Certificates (other than the
Class A-3 Certificates which have no Certificate Principal Balance) representing
a regular interest in the REMIC would be reduced to zero, which is October 25,
2012, the Distribution Date immediately following the latest scheduled maturity
date of any Mortgage Loan. The latest possible Maturity Date for each
Uncertificated REMIC Regular Interest is October 25, 2012, which is the
Distribution Date immediately following the latest scheduled maturity date of
any Mortgage Loan.
MLCC: Xxxxxxx Xxxxx Credit Corporation, or its successor in interest.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of
a Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject of
a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
Moody's: Xxxxx'x Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage 100SM Loan: A Mortgage Loan that has a Loan-to-Value Ratio at
origination in excess of 80.00% and that is secured by Additional Collateral and
does not have a Primary Mortgage Insurance Policy.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to
a particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans attached hereto as
Exhibit F (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list shall set forth at a minimum the
following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property (or, with respect
to a Cooperative Loan, the related Cooperative Apartment) including
state and zip code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Pool Strip Rate ("STRIP");
(viii) the initial scheduled monthly payment of principal, if any,
and interest ("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues ("SUBSERV FEE")
and at which the Servicing Fee accrues ("MSTR SERV FEE");
(xii) a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second or vacation
residence; and
(xiii) a code "N" under the column "OCCP CODE," indicating that the
Mortgage Loan is secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Mortgage Loans: Such of the mortgage loans transferred and assigned to the
Trustee pursuant to Section 2.01 as from time to time are held or deemed to be
held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage
Loan, together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification.
Mortgaged Property: The underlying real property securing a Mortgage Loan
or, with respect to a Cooperative Loan, the related Cooperative Lease and
Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of interest
equal to the Adjusted Mortgage Rate less the per annum rate at which the
Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount
Mortgage Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured
by second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be made
by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company and the Trustee.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Officers' Certificate: A certificate signed by the Chairman of the Board,
the President or a Vice President or Assistant Vice President, or a Director or
Managing Director, and by the Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Company or the Master Servicer, as
the case may be, and delivered to the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee
and the Master Servicer, who may be counsel for the Company or the Master
Servicer, provided that any opinion of counsel (i) referred to in the definition
of "Disqualified Organization" or (ii) relating to the qualification of the
Trust Fund as a REMIC or compliance with the REMIC Provisions must, unless
otherwise specified, be an opinion of Independent counsel.
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, 2.04 or
4.07.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Parent PowerSM Loan: A Mortgage Loan that has a Loan-to-Value Ratio at
origination in excess of 80.00%, that is supported by Additional Collateral and
does not have a Primary Mortgage Insurance Policy.
Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-2 Certificates and Class A-3 Certificates), Class M Certificates,
Class B Certificates and Class R Certificates and any Distribution Date, the per
annum rates set forth in the Preliminary Statement hereto. With respect to the
Class A-3 Certificates (other than any Subclass thereof) and any Distribution
Date, a rate equal to the weighted average, expressed as a percentage, of the
Pool Strip Rates of all Mortgage Loans as of the Due Date in the month next
preceding the month in which such Distribution Date occurs, weighted on the
basis of the respective Stated Principal Balances of such Mortgage Loans, which
Stated Principal Balances shall be the Stated Principal Balances of such
Mortgage Loans at the close of business on the immediately preceding
Distribution Date after giving effect to distributions thereon allocable to
principal to the Holders of the Certificates (or, with respect to the initial
Distribution Date, at the close of business on the Cut-off Date). With respect
to the Class A-3 Certificates and the initial Distribution Date, the
Pass-Through Rate is equal to 1.0068% per annum. With respect to any Subclass of
Class A-3 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 Regular Interests represented by
such Subclass as of the Due Date in the month next preceding the month in which
such Distribution Date occurs, weighted on the basis of the respective Stated
Principal Balances of such Mortgage Loans, which Stated Principal Balances shall
be the Stated Principal Balances of such Mortgage Loans at the close of business
on the immediately preceding Distribution Date after giving effect to
distributions thereon allocable to principal to the Holders of the Certificates
(or with respect to the initial Distribution Date, at the close of business on
the Cut-off Date). The Class A-2 Certificates have no Pass-Through Rate and are
not entitled to Accrued Certificate Interest.
Paying Agent: Bankers Trust Company or any successor Paying Agent
appointed by the Trustee.
Percentage Interest: With respect to any Certificate (other than a Class R
Certificate), the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof or Initial Class A-3
Notional Amount thereof (in the case of any Class A-3 Certificate) divided by
the aggregate Initial Certificate Principal Balance or the aggregate of the
Initial Class A-3 Notional Amounts, as applicable, of all the Certificates of
the same Class. With respect to a Class R Certificate, the interest in
distributions to be made with respect to such Class evidenced thereby, expressed
as a percentage, as stated on the face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the
United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency in
its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than 365
days or a remaining maturity of more than 30 days) denominated in United
States dollars of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state thereof or
of any domestic branch of a foreign depository institution or trust
company; provided that the debt obligations of such depository institution
or trust company (or, if the only Rating Agency is Standard & Poor's, in
the case of the principal depository institution in a depository
institution holding company, debt obligations of the depository
institution holding company) at the date of acquisition thereof have been
rated by each Rating Agency in its highest short-term rating available;
and provided further that, if the only Rating Agency is Standard & Poor's
and if the depository or trust company is a principal subsidiary of a bank
holding company and the debt obligations of such subsidiary are not
separately rated, the applicable rating shall be that of the bank holding
company; and, provided further that, if the original maturity of such
short-term obligations of a domestic branch of a foreign depository
institution or trust company shall exceed 30 days, the short-term rating
of such institution shall be A-1+ in the case of Standard & Poor's if
Standard & Poor's is the Rating Agency;
(iv) commercial paper (having original maturities of not more than
365 days) of any corporation incorporated under the laws of the United
States or any state thereof which on the date of acquisition has been
rated by each Rating Agency in its highest short-term rating available;
provided that such commercial paper shall have a remaining maturity of not
more than 30 days;
(v) a money market fund or a qualified investment fund rated by each
Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to each
Rating Agency as a Permitted Investment hereunder and will not reduce the
rating assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency, as evidenced in
writing;
provided, however, no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's, Fitch or DCR,
and Aaa in the case of Moody's, and references herein to the highest rating
available on unsecured commercial paper and short-term debt obligations shall
mean A-1 in the case of Standard & Poor's, P-1 in the case of Moody's, F-1 in
the case of Fitch and D-1 in the case of DCR.
Permitted Transferee: Any Transferee of a Class R Certificate, other
than a Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pledged Asset Mortgage Servicing Agreement: The Pledged Asset Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master
Servicer.
Pool Stated Principal Balance: As to any date of determination, the
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate
equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b)
7.00% per annum (but not less than 0.00%).
Prepayment Assumption: The prepayment assumption to be used for
determining the accrual of original issue discount and premium and market
discount on such Certificates for federal income tax purposes, which assumes a
constant prepayment rate of 4.0% per annum of the then outstanding principal
balance of the Mortgage Loans in the first month of the life of such Mortgage
Loans and an additional 1.090909% per annum in each month thereafter until the
twelfth month, and beginning in the twelfth month and in each month thereafter
during the life of the Mortgage Loans, a constant prepayment rate of 16.0% per
annum.
Prepayment Distribution Percentage: With respect to any Distribution Date
and each Class of Class M Certificates and Class B Certificates, under the
applicable circumstances set forth below, the respective percentages set forth
below:
(i) For any Distribution Date prior to the Distribution Date in
November 2002 (unless the Certificate Principal Balances of the Class A
Certificates (other than the Class A-2 Certificates) and Class R
Certificates, have been reduced to zero), 0%.
(ii) For any Distribution Date on which any Class of Class M or
Class B Certificates are outstanding not discussed in clause (i) above:
(a) in the case of the Class of Class M Certificates
then outstanding with the lowest numerical designation, or in the
event the Class M Certificates are no longer outstanding, the
Class of Class B Certificates then outstanding with the lowest
numerical designation and each other Class of Class M Certificates
and Class B Certificates for which the related Prepayment
Distribution Trigger has been satisfied, a fraction, expressed as
a percentage, the numerator of which is the Certificate Principal
Balance of such Class immediately prior to such date and the
denominator of which is the sum of the Certificate Principal
Balances immediately prior to such date of (1) the Class of Class
M Certificates then outstanding with the lowest numerical
designation, or in the event the Class M Certificates are no
longer outstanding, the Class of Class B Certificates then
outstanding with the lowest numerical designation and (2) all
other Classes of Class M Certificates and Class B Certificates for
which the respective Prepayment Distribution Triggers have been
satisfied; and
(b) in the case of each other Class of Class M
Certificates and Class B Certificates for which the Prepayment
Distribution Triggers have not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section 4.02
(determined without regard to the proviso to the definition of
"Subordinate Principal Distribution Amount") would result in a
distribution in respect of principal of any Class or Classes of Class M
Certificates and Class B Certificates in an amount greater than the
remaining Certificate Principal Balance thereof (any such class, a
"Maturing Class"), then: (a) the Prepayment Distribution Percentage of
each Maturing Class shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal Balance of
such Class to zero; (b) the Prepayment Distribution Percentage of each
other Class of Class M Certificates and Class B Certificates (any such
Class, a "Non-Maturing Class") shall be recalculated in accordance with
the provisions in paragraph (ii) above, as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such percentage
as recalculated, the "Recalculated Percentage"); (c) the total amount of
the reductions in the Prepayment Distribution Percentages of the Maturing
Class or Classes pursuant to clause (a) of this sentence, expressed as an
aggregate percentage, shall be allocated among the Non-Maturing Classes in
proportion to their respective Recalculated Percentages (the portion of
such aggregate reduction so allocated to any Non-Maturing Class, the
"Adjustment Percentage"); and (d) for purposes of such Distribution Date,
the Prepayment Distribution Percentage of each Non-Maturing Class shall be
equal to the sum of (1) the Prepayment Distribution Percentage thereof,
calculated in accordance with the provisions in paragraph (ii) above as if
the Certificate Principal Balance of each Maturing Class had not been
reduced to zero, plus (2) the related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment Distribution
Trigger, Class M-3 Prepayment Distribution Trigger, Class B-1 Prepayment
Distribution Trigger, Class B-2 Prepayment Distribution Trigger or Class B-3
Prepayment Distribution Trigger.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month's interest at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section
2.03(b)(iv) and (v).
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the Servicer Guide
for Residential Funding's Expanded Criteria Mortgage Program.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) in the
case of a purchase made by the Master Servicer) on the Stated Principal Balance
thereof to the first day of the month following the month of purchase from the
Due Date to which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan. Notwithstanding any other provisions herein, (x) with respect to
any Qualified Substitute Mortgage Loan substituted for a Deleted Mortgage Loan
which was a Discount Mortgage Loan, such Qualified Substitute Mortgage Loan
shall be deemed to be a Discount Mortgage Loan and to have a Discount Fraction
equal to the Discount Fraction of the Deleted Mortgage Loan and (y) in the event
that the "Pool Strip Rate" of any Qualified Substitute Mortgage Loan as
calculated pursuant to the definition of "Pool Strip Rate" is greater than the
Pool Strip Rate of the related Deleted Mortgage Loan (i) the Pool Strip Rate of
uch Qualified Substitute Mortgage Loan shall be equal to the Pool Strip Rate of
the related Deleted Mortgage Loan for purposes of calculating the Pass-Through
Rate on the Class A-3 Certificates and (ii) the excess of the Pool Strip Rate on
such Qualified Substitute Mortgage Loan as calculated pursuant to the definition
of "Pool Strip Rate" over the Pool Strip Rate on the related Deleted Mortgage
Loan shall be payable to the Class R Certificates pursuant to Section 4.02
hereof.
Rating Agency: DCR and Moody's with respect to the Class A Certificates
and Class R Certificates and DCR with respect to the Class X-0, Xxxxx X-0, Class
M-3, Class B-1 and Class B-2 Certificates. If either agency or a successor is no
longer in existence, "Rating Agency" shall be such statistical credit rating
agency, or other comparable Person, designated by the Company, notice of which
designation shall be given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as to
which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Certificateholders up
to the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net
of the portion thereof reimbursable to the Master Servicer or any Subservicer
with respect to related Advances or expenses as to which the Master Servicer or
Subservicer is entitled to reimbursement thereunder but which have not been
previously reimbursed. With respect to each Mortgage Loan which is the subject
of a Servicing Modification, (a) the amount by which the interest portion of a
Monthly Payment or the principal balance of such Mortgage Loan was reduced, and
(b) any such amount with respect to a Monthly Payment that was or would have
been due in the month immediately following the month in which a Principal
Prepayment or the Purchase Price of such Mortgage Loan is received or is deemed
to have been received. With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the principal balance
of the Mortgage Loan outstanding immediately prior to such Deficient Valuation
and the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan which has become the object of a
Debt Service Redction, the amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of business
on the last Business Day of the month next preceding the month in which the
related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R
Certificate.
REMIC: A "real estate mortgage investment conduit" within the meaning
of Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final sale)
which the Master Servicer expects to be finally recoverable from the sale or
other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property or, with respect to a Cooperative Loan, the related
Cooperative Apartment) 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.
Required Surety Payment: With respect to any Additional Collateral
Mortgage Loan that becomes a Liquidated Mortgage Loan, the lesser of (i)
principal portion of the Realized Loss with respect to such Mortgage Loan and
(ii) the excess, if any, of (a) the amount of Additional Collateral required at
origination with respect to such Mortgage Loan over (b) the net proceeds
realized by MLCC from the related Additional Collateral.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Company
and any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer of
the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit P.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any Subservicer,
that executed a Seller's Agreement applicable to such Mortgage Loan.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date, the percentage indicated below:
Distribution Date Senior Accelerated Distribution Percentage
November 1997 through 100%
October 2002
November 2002 through Senior Percentage, plus 70% of the Subordinate
October 2003 Percentage
November 2003 through Senior Percentage, plus 60% of the Subordinate
October 2004 Percentage
November 2004 through Senior Percentage, plus 40% of the Subordinate
October 2005 Percentage
November 2005 through Senior Percentage, plus 20% of the Subordinate
October 2006 Percentage
November 2006 and Senior Percentage
thereafter
provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentages described above shall not occur as of any Distribution
Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage
Loans delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of the
Class M and Class B Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 2% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates or (b)(1) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date are
less than 10% of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates and (ii) that for any Distribution
Date on which the Senior Percentage is greater than the Senior Percentage as of
the Closing Date, the Senior Accelerated Distribution Percentage for such
Distribution Date shall be 100%. Notwithstanding the foregoing, upon the
reduction of the Certificate Principal Balances of the Class A Certificates
(other than the Class A-2 Certificates) and Class R Certificates, to zero, the
Senior Accelerated Distribution Percentage shall thereafter be 0%.
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 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-2 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
related Discount Fraction of each Discount Mortgage Loan) immediately prior to
such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X) and (b) the sum of the amounts required to
be distributed to the Class A Certificateholders and Class R Certificateholders
on such Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created and maintained
pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property or, with
respect to a Cooperative Loan, the related Cooperative Apartment, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons
other than servicers of mortgage loans, reasonable compensation for such
services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default, or for
which in the judgment of the Master Servicer, default is reasonably foreseeable,
pursuant to a modification of such Mortgage Loan in accordance with Section
3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$1,961,157 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greater of (i) the
product of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary and (ii) twice the outstanding principal
balance of the Mortgage Loan in the Trust Fund which has the largest outstanding
principal balance on the Distribution Date immediately preceding such
anniversary.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) suffered by such Mortgaged
Property (or Cooperative Apartment) on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss.
Special Hazard Percentage: As of each anniversary of the Cut-off Date, the
greater of (i) 1.00% of the outstanding principal balance of all Mortgage Loans
on the Distribution Date immediately preceeding such anniversary, (ii) twice the
outstanding principal balance of the Mortgage Loan in the Trust Fund which has
the largest outstanding principal balance on the Distribution Date immediately
preceding such anniversary and (iii) the largest percentage obtained by dividing
the aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all of the Mortgage Loans as of the immediately
preceding Distribution Date.
Standard & Poor's: Standard & Poor's Ratings Services, a division of
the 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
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case which were distributed
pursuant to Section 4.02 on any previous Distribution Date, and (c) any Realized
Loss allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Subclass: With respect to the Class A-3 Certificates, any Subclass thereof
issued pursuant to Section 5.01(c). Any such Subclass will represent the
Uncertificated REMIC Regular Interest or Interests specified by the initial
Holder of the Class A-3 Certificates pursuant to Section 5.01(c).
Subclass Notional Amount: As of any Distribution Date, with respect to any
Subclass of Class A-3 Certificates issued pursuant to Section 5.01(c), the
aggregate Stated Principal Balance of the Mortgage Loans corresponding to the
Uncertificated REMIC Regular Interests represented by such Subclass immediately
prior to such date.
Subordinate Percentage: As of any Distribution Date, 100% minus the
Senior Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Class M Certificates and Class B
Certificates, (a) the sum of (i) the product of (x) the related Class M
Percentage or Class B Percentage for such Class and (y) the aggregate of the
amounts calculated for such Distribution Date under clauses (1), (2) and (3) of
Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Class M Certificates and Class B
Certificates then outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) to the extent such collections are not otherwise
distributed to the Class A Certificates and Class R Certificates; (iii) the
product of (x) the related Prepayment Distribution Percentage and (y) the
aggregate of all Principal Prepayments in Full and Curtailments received in the
related Prepayment Period (other than the related Discount Fraction of such
Principal Payments in Full and Curtailments with respect to a Discount Mortgage
Loan) to the extent not payable to the Class A Certificates and Class R
Certificates; (iv) if such Class is the most senior Class of Certificates then
outstanding (as established in Section 4.05 hereof), any Excess Subordinate
Principal Amount for such Distribution Date; and (v) any amounts described in
clauses (i), (ii) and (iii) as determined for any previous Distribution Date,
that remain undistributed to the extent that such amounts are not attributable
to Realized Losses which have been allocated to a subordinate Class of Class M
or Class B Certificates minus (b) any Excess Subordinate Principal Amount not
payable to such Class on such Distribution Date pursuant to the definition
thereof; provided, however, that such amount shall in no event exceed the
outstanding Certificate Principal Balance of such Class of Certificates
immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and interest
on a Mortgage Loan which is advanced by the related Subservicer (net of its
Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in
accordance with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Company. With respect to
Mortgage Loans subserviced by MLCC, the Subservicing Agreement shall also
include the Addendum and Assignment Agreement and the Pledged Asset Mortgage
Servicing Agreement.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to the
related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to the
Master Servicer) in respect of subservicing and other compensation that accrues
at an annual rate equal to the excess of the Mortgage Rate borne by the related
Mortgage Note over the rate per annum designated on the Mortgage Loan Schedule
as the "CURR NET" for such Mortgage Loan.
Surety: Ambac Assurance Corporation, or its successors in interest.
Surety Bond: The Limited Purpose Surety Bond (Policy No. AB0039BE), dated
February 28, 1996, issued by Ambac Assurance Corporation (formerly known as
AMBAC Indemnity Corporation) for the benefit of certain beneficiaries, including
the Trustee for the benefit of the Holders of the Certificates, but only to the
extent that such Limited Purpose Surety Bond covers any Additional Collateral
Mortgage Loans.
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of the Trust Fund due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation
or other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: The segregated pool of assets, with respect to which a
REMIC election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments on and collections in respect of the Mortgage
Loans due after the Cut-off Date as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund, including the proceeds from the
liquidation of Additional Collateral for any Additional Collateral
Loan;
(iii) property which secured a Mortgage Loan and which has been
acquired for the benefit of the Certificateholders by foreclosure or
deed in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies,
if any, and the interest in the Surety Bond transferred to the
Trustee pursuant to Section 2.01, and
(v) all proceeds of clauses (i) through (iv) above.
Uncertificated REMIC Regular Interests: The 1,116 uncertificated partial
undivided beneficial ownership interests in the Trust Fund, numbered
sequentially from 1 to 1,116, each relating to the particular Mortgage Loan
identified by such sequential number on the Mortgage Loan Schedule, each having
no principal balance, and each bearing interest at the respective Pool Strip
Rate on the Stated Principal Balance of the related Mortgage Loan.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity (treated as a corporation or
partnership for United States income tax purposes) created or organized in, or
under the laws of, the United States, any state thereof or the District of
Columbia (except in the case of a partnership, to the extent provided in
Treasury Regulations), or an estate that is described in Section 7701(a)(30)(D)
of the Code, or a trust that is described in Section 7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. 98.0% of all of the Voting Rights shall
be allocated among Holders of Certificates, other than the Class A-3
Certificates and Class R Certificates, in proportion to the outstanding
Certificate Principal Balances of their respective Certificates; 1% of all
Voting Rights shall be allocated among the Holders of the Class A-3 Certificates
and the Holders of the Class R Certificates shall be entitled to 1% of all of
the Voting Rights, allocated among the Certificates of each such Class in
accordance with their respective Percentage Interests.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee without recourse all the right, title and interest
of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date).
(b) In connection with such assignment, except as set forth in Section
2.01(c) below, the Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more Custodians, as the duly appointed agent or
agents of the Trustee for such purpose, the following documents or instruments
(or copies thereof as permitted by this Section)
(I) with respect to each Mortgage Loan so assigned (other than a Cooperative
Loan):
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy of
the related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated
thereon or a copy of the Mortgage certified by the public recording office
in which such Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment
certified by the public recording office in which such assignment has been
recorded;
(iv) The original recorded assignment or assignments of the Mortgage
showing an unbroken chain of title from the originator thereof to the
Person assigning it to the Trustee or a copy of such assignment or
assignments of the Mortgage certified by the public recording office in
which such assignment or assignments have been recorded; and
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or a copy
of each modification, assumption agreement or preferred loan agreement
certified by the public recording office in which such document has been
recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy of
the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument)
executed in blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan
as secured party, each with evidence of recording thereof, evidencing the
interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from
the originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement and
the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in
the Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (iv) above, showing an unbroken
chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as
assignee and an executed UCC-1 financing statement showing the Company as
debtor and the Trustee as secured party, each in a form sufficient for
filing, evidencing the interest of such debtors in the Cooperative Loans.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) to the Trustee or the Custodian or Custodians, deliver such documents to the
Master Servicer, and the Master Servicer shall hold such documents in trust for
the use and benefit of all present and future Certificateholders until such time
as is set forth below. Within ten Business Days following the earlier of (i) the
receipt of the original of each of the documents or instruments set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) (or copies thereof as permitted by such Section) for any Mortgage Loan and
(ii) a written request by the Trustee to deliver those documents with respect to
any or all of the Mortgage Loans then being held by the Master Servicer, the
Master Servicer shall deliver a complete set of such documents to the Trustee or
the Custodian or Custodians that are the duly appointed agent or agents of the
Trustee.
On the Closing Date, the Master Servicer shall certify that it has in its
possession an original or copy of each of the documents referred to in Section
2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) which
has been delivered to it by the Company. Every six months after the Closing
Date, for so long as the Master Servicer is holding documents pursuant to this
Section 2.01(c), the Master Servicer shall deliver to (i) 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 pursuant to this
Section 2.01(c).
(d) In the event that in connection with any Mortgage Loan the Company
cannot deliver the Mortgage, any assignment, modification, assumption agreement
or preferred loan agreement (or copy thereof certified by the public recording
office) with evidence of recording thereon concurrently with the execution and
delivery of this Agreement solely because of a delay caused by the public
recording office where such Mortgage, assignment, modification, assumption
agreement or preferred loan agreement as the case may be, has been delivered for
recordation, the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the appropriate public
office for real property records the Assignment referred to in clause (I)(iii)
of Section 2.01(b), except in states where, in the opinion of counsel acceptable
to the Trustee and the Master Servicer, such recording is not required to
protect the Trustee's interests in the Mortgage Loan against the claim of any
subsequent transferee or any successor to or creditor of the Company or the
originator of such Mortgage Loan and shall promptly cause to be filed the Form
UCC-3 assignment and UCC-1 financing statement referred to in clause (II)(vii)
and (x), respectively, of Section 2.01(b). If any Assignment, Form UCC-3 or Form
UCC-1, as applicable, is lost or returned unrecorded to the Company because of
any defect therein, the Company shall prepare a substitute Assignment, Form
UCC-3 or Form UCC-1, as applicable, or cure such defect, as the case may be, and
cause such Assignment to be recorded in accordance with this paragraph. The
Company shall promptly deliver or cause to be delivered to the Trustee or the
respective Custodian such Mortgage or Assignment or Form UCC-3 or Form UCC-1, as
applicable, (or copy thereof certified by the public recording office) with
evidence of recording indicated thereon upon receipt thereof from the public
recording office or from the related Subservicer. In connection with its
servicing of Cooperative Loans, the Master Servicer will use its best efforts to
file timely continuation statements with regard to each financing statement and
assignment relating to Cooperative Loans as to which the related Cooperative
Apartment is located outside of the State of New York.
In the event that the Company delivers to the Trustee or Custodian any
Mortgage Note or Assignment of Mortgage in blank, the Company shall, or shall
cause the Custodian to, complete the endorsement of the Mortgage Note and the
Assignment of Mortgage in the name of the Trustee within 45 days after the
Closing Date, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v) and (II)(vi)
and (vii) and that may be delivered as a copy rather than the original may be
delivered in microfiche form.
(e) Residential Funding hereby assigns to the Trustee its security
interest in and to any Additional Collateral, its right to receive payments in
respect of any Additional Collateral Loans pursuant the Addendum and Assignment
Agreement and the Pledged Asset Mortgage Servicing Agreement, and its rights as
beneficiary under the Surety Bond in respect of any Additional Collateral Loans.
With respect to any Additional Collateral Mortgage Loan, Residential Funding
shall cause to be filed in the appropriate recording office a UCC-3 statement
giving notice of the assignment of the related security interest to the Trust
Fund and shall thereafter cause the timely filing of all necessary continuation
statements with regard to such financing statements.
(f) It is intended that the conveyance by the Company to the Trustee of
the Mortgage Loans as provided for in this Section 2.01 be construed as a sale
by the Company to the Trustee of the Mortgage Loans for the benefit of the
Certificateholders. Further, it is not intended that such conveyance be deemed
to be a pledge of the Mortgage Loans by the Company to the Trustee to secure a
debt or other obligation of the Company. However, in the event that the Mortgage
Loans are held to be property of the Company or of Residential Funding, or if
for any reason this Agreement is held or deemed to create a security interest in
the Mortgage Loans, then it is intended that (a) this Agreement shall also be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
New York Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction; (b) the conveyance provided for in Section 2.01 shall
be deemed to be (1) a grant by the Company to the Trustee of a security interest
in all of the Company's right (including the power to convey title thereto),
title and interest, whether now owned or hereafter acquired, in and to (A) the
Mortgage Loans, including (i) with respect to each Cooperative Loan, the related
Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative
Stock Certificate, Cooperative Lease, any insurance policies and all other
documents in the related Mortgage File and (ii) with respect to each Mortgage
Loan other than a Cooperative Loan, the related Mortgage Note, the Mortgage, any
insurance policies and all other documents in the related Mortgage File, (B) all
amounts payable pursuant to the Mortgage Loans in accordance with the terms
thereof and (C) any and all general intangibles consisting of, arising from or
relating to any of the foregoing, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts from time to time held or
invested in the Certificate Account or the Custodial Account, whether in the
form of cash, instruments, securities or other proprty and (2) an assignment by
the Company to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B) and (C) granted by Residential
Funding to the Company pursuant to the Assignment Agreement; (c) the possession
by the Trustee, the Custodian or any other agent of the Trustee of Mortgage
Notes or such other items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be "possession by the
secured party," or possession by a purchaser or a person designated by such
secured party, for purposes of perfecting the security interest pursuant to the
Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction (including, without limitation, Section 9-305, 8-313 or
8-321 thereof); and (d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law.
The Company and, at the Company's direction, Residential Funding and the
Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Company shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for filing, at the expense of
the Company, all filings necessary to maintain the effectiveness of any original
filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage Loans, as evidenced by an Officer's Certificate of the Company,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of Residential
Funding, the Company or the Trustee (such preparation and filing shall be at the
expense of the Trustee, if occasioned by a change in the Trustee's name), (2)
any change of location of the place of business or the chief executive office of
Residential Funding or the Company or (3) any transfer of any interest of
Residential Funding or the Company in any Mortgage Loan.
(g) [Reserved]
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, and the rights of
Residential Funding with respect to any Additional Collateral and the Surety
Bond assigned to the Trustee pursuant to Section 2.01, in trust for the use and
benefit of all present and future Certificateholders. The Trustee or Custodian
(such Custodian being so obligated under a Custodial Agreement) agrees, for the
benefit of 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 equired to be delivered pursuant to such Section have been
received, and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, as supplemented, that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any document or documents
constituting a part of a Mortgage File to be missing or defective in any
material respect, the Trustee shall promptly so notify the Master Servicer and
the Company. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian
will notify the Master Servicer, the Company and the Trustee of any such
omission or defect found by it in respect of any Mortgage File held by it. The
Master Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within 60 days from the date the Master Servicer was
notified of such omission or defect and, if such Subservicer or Seller does not
correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the case may be, any Mortgage
Loan released pursuant ereto and thereafter such Mortgage Loan shall not be part
of the Trust Fund. It is understood and agreed that the obligation of the Seller
or the Subservicer, as the case may be, to so cure or purchase any Mortgage Loan
as to which a material defect in or omission of a constituent document exists
shall constitute the sole remedy respecting such defect or omission available to
Certificateholders or the Trustee on behalf of the Certificateholders.
Section 2.03. Representations, Warranties and Covenants of the
Master Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to the Trustee for
the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly
existing and in good standing under the laws governing its creation and
existence and is or will be in compliance with the laws of each state in
which any Mortgaged Property is located to the extent necessary to ensure
the enforceability of each Mortgage Loan in accordance with the terms of
this Agreement;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a material default (or an event
which, with notice or lapse of time, or both, would constitute a material
default) under, or result in the material breach of, any material
contract, agreement or other instrument to which the Master Servicer is a
party or which may be applicable to the Master Servicer or any of its
assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Company, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would materially adversely
affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement;
(vi) The Master Servicer will comply in all material respects in the
performance of this Agreement with all reasonable rules and requirements
of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement furnished
in writing or report delivered to the Company, any Affiliate of the
Company or the Trustee by the Master Servicer will, to the knowledge of
the Master Servicer, contain any untrue statement of a material fact or
omit a material fact necessary to make the information, certificate,
statement or report not misleading; and
(viii) The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be familiar with
the terms thereof. The terms of each existing Subservicing Agreement and
each designated Subservicer are acceptable to the Master Servicer and any
new Subservicing Agreements will comply with the provisions of Section
3.02.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Mortgage
Files to the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure must occur within 90 days from the date such breach was
discovered. The obligation of the Master Servicer to cure such breach or to so
purchase such Mortgage Loan shall constitute the sole remedy in respect of a
breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) The Company hereby represents and warrants to the Trustee for the
benefit of Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the date so specified):
(i) No Mortgage Loan is one month or more delinquent in payment of
principal and interest as of the Cut-off Date and no Mortgage Loan has
been so delinquent more than once in the 12-month period prior to the
Cut-off Date;
(ii) The information set forth in Exhibit F hereto with respect to
each Mortgage Loan or the Mortgage Loans, as the case may be, is true and
correct in all material respects at the date or dates respecting which
such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate mortgage
loans with level Monthly Payments due on the first day of each month and
terms to maturity at origination or modification of not more than 15
years;
(iv) To the best of the Company's knowledge, except with respect to
34 Mortgage Loans representing approximately 4.6% of the Mortgage Loans by
aggregate Stated Principal Balance (25 of which are Additional Collateral
Loans representing approximately 3.9% of the Mortgage Loans by aggregate
Stated Principal Balance), 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
that portion of the principal balance thereof that exceeds the amount
equal to 75% of the Appraised Value of the related Mortgaged Property. 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 0.4% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area in California and no more than
1.1% of the Mortgage Loans by aggregate Stated Principal Balance as of the
Cut-off Date are secured by Mortgaged Properties located in any one zip
code area outside California, and none of the Mortgage Loans is a
Cooperative Loan;
(vii) If the improvements securing a Mortgage Loan are in a
federally designated special flood hazard area, flood insurance in the
amount required under the Program Guide covers the related Mortgaged
Property (either by coverage under the federal flood insurance program or
by coverage by private insurers);
(viii) Immediately prior to the assignment of the Mortgage Loans to
the Trustee, the Company had good title to, and was the sole owner of,
each Mortgage Loan free and clear of any pledge, lien, encumbrance or
security interest (other than rights to servicing and related
compensation) and such assignment validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of any pledge, lien,
encumbrance or security interest;
(ix) Approximately 23.25% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date were underwritten under a reduced
loan documentation program and approximately 24.57% of the Mortgage Loans
by aggregate Stated Principal Balance as of the Cut-off Date were
underwritten under a no-stated income program;
(x) Approximately 30.92% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are non-owner occupied properties
as of the date of origination of such Mortgage Loans;
(xi) None 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 Regulations Section
1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the closing
of each Mortgage Loan and is valid and binding and remains in full force
and effect;
(xiv) With respect to a Mortgage Loan that is a Cooperative Loan,
the Cooperative Stock that is pledged as security for the Mortgage Loan is
held by a person as a tenant-stockholder (as defined in Section 216 of the
Code) in a cooperative housing corporation (as defined in Section 216 of
the Code);
(xv) Interest on each Mortgage Loan is calculated on the basis of a
360-day year consisting of twelve 30-day months;
(xvi) 0.1% of the Mortgage Loans by aggregate Stated Principal
Balance as of the Cut-off Date contain in the related Mortgage File a
Destroyed Mortgage Note;
(xvii) Not more than 3.3% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date will have been made to
International Borrowers, and no such Mortgagor is a member of a foreign
diplomatic mission with diplomatic rank; and
(xviii) No Mortgage Loan provides for payments that are subject to
reduction by withholding taxes levied by any foreign (non-United States)
sovereign government.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(b) shall survive delivery of the respective Mortgage
Files to the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any of the representations and warranties set forth
in this Section 2.03(b) which materially and adversely affects the interests of
the Certificateholders in any Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement); provided, however, that in the event of
a breach of the representation and warranty set forth in Section 2.03(b)(xii),
the party discovering such breach shall give such notice within five days of
discovery. Within 90 days of its discovery or its receipt of notice of breach,
the Company shall either (i) cure such breach in all material respects or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02; provided that the Company shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. Any such substitution shall be effected by the Company
under the same terms and conditions as provided in Section 2.04 for
substitutions by Residential Funding. It is understood and agreed that the
obligation of the Company to cure such breach or to so purchase or substitute
for any Mortgage Loan as to which such a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach available to the
Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of Certificateholders
all of its right, title and interest in respect of the Assignment Agreement and
each Seller's Agreement applicable to a Mortgage Loan. Insofar as the Assignment
Agreement or such Seller's Agreement relates to the representations and
warranties made by Residential Funding or the related Seller in respect of such
Mortgage Loan and any remedies provided thereunder for any breach of such
representations and warranties, such right, title and interest may be enforced
by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon
the discovery by the Company, the Master Servicer, the Trustee or any Custodian
of a breach of any of the representations and warranties made in a Seller's
Agreement or the Assignment Agreement (which, for purposes hereof, will be
deemed to include any other cause giving rise to a repurchase obligation under
the Assignment Agreement) in respect of any Mortgage Loan which materially and
adversely affects the interests of the Certificateholders in such Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). The
Master Servicer shall promptly notify the related Seller or Residential Funding,
as the case may be, of such breach and request that such Seller or Residential
Funding, as the case may be, either (i) cure such breach in all material
respects within 90 days from the date the Master Servicer was notified of such
breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that in the case of
a breach under the Assignment Agreement Residential Funding shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; 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
xxxxx 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 repurchaseor substitute for any Qualified
Substitute Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the Assignment
Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of the
Trust Fund to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of Certificateholders. If the Master Servicer is Residential Funding,
then the Trustee shall also have the right to give the notification and require
the purchase or substitution provided for in the second preceding paragraph in
the event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the right, title and interest in
respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans in
accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a Mortgaged Property to the
related Insurer, the acquisition of any property acquired by foreclosure or deed
in lieu of foreclosure, or the management, marketing and conveyance of any
property acquired by foreclosure or deed in lieu of foreclosure with respect to
the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding
the foregoing, subject to Section 3.07(a), the Master Servicer shall not permit
any modification with respect to any Mortgage Loan that would both constitute a
sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the
Code and anyproposed, temporary or final regulations promulgated thereunder
(other than in connection with a proposed conveyance or assumption of such
Mortgage Loan that is treated as a Principal Prepayment in Full pursuant to
Section 3.13(d) hereof) and cause the Trust Fund to fail to qualify as such
under the Code. The Trustee shall furnish the Master Servicer with any powers of
attorney and other documents necessary or appropriate to enable the Master
Servicer to service and administer the Mortgage Loans. The Trustee shall not be
liable for any action taken by the Master Servicer or any Subservicer pursuant
to such powers of attorney. In servicing and administering any Nonsubserviced
Mortgage Loan, the Master Servicer shall, to the extent not inconsistent with
this Agreement, comply with the Program Guide as if it were the originator of
such Mortgage Loan and had retained the servicing rights and obligations in
respect thereof. In connection with servicing and administering the Mortgage
Loans, the Master Servicer and any Affiliate of the Master Servicer (i) may
perform services such as appraisals and brokerage services that are not
customarily provided by servicers of mortgage loans, and shall be entitled to
reasonable compensation therefor in accordance with Section 3.10 and (ii) may,
at its own discretion and on behalf of the Trustee, obtain credit information in
the form of a "credit score" from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit G. With the approval of the Master Servicer, a Subservicer
may delegate its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement and of each Seller under the related Seller's
Agreement, to the extent that the non-performance of any such obligation would
have a material and adverse effect on a Mortgage Loan, including, without
limitation, the obligation to purchase a Mortgage Loan on account of defective
documentation, as described in Section 2.02, or on account of a breach of a
representation or warranty, as described in Section 2.04. Such enforcement,
including, without limitation, the legal prosecution of claims, termination of
Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit
of other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Master Servicer would employ in its good faith
business judgment and which are normal and usual in its general mortgage
servicing activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer or
a Subservicer or reference to actions taken through a Subservicer or otherwise,
the Master Servicer shall remain obligated and liable to the Trustee and the
Certificateholders for the servicing and administering of the Mortgage Loans in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and
Trustee or Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements
by Trustee.
(a) In the event the Master Servicer shall for any reason no longer be the
master servicer (including by reason of an Event of Default), the Trustee, its
designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide;
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates affected thereby; provided,
however, that no such extension shall be made if any such advance would be a
Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master
Servicer may also waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor if in the Master Servicer's determination such
waiver, modification, postponement or indulgence is not materially adverse to
the interests of the Certificateholders (taking into account any estimated
Realized Loss that might result absent such action); provided, however, that the
Master Servicer may not modify materially or permit any Subservicer to modify
any Mortgage Loan, including without limitation any modification that would
change the Mortgage Rate, forgive the payment of any principal or interest
(unless in connection with the liquidation of the related Mortgage Loan or
except in connection with prepayments to the extent that such reamortization is
not inconsistent with the terms of the Mortgage Loan), or extend the final
maturity date of such Mortgage Loan, unless such Mortgage Loan is in default or,
in the judgment of the Master Servicer, such default is reasonably foreseeable;
and provided, further, that no such modification shall reduce the interest rate
on a Mortgage Loan below the sum of the Pool Strip Rate and the sum of the rates
at which the Servicing Fee and the Subservicing Fee with respect to such
Mortgage Loan accrues. In connection with any Curtailment of a Mortgage Loan,
the Master Servicer, to the extent not inconsistent with the terms of the
Mortgage Note and local law and practice, may permit the Mortgage Loan to be
reamortized such that the Monthly Payment is recalculated as an amount that will
fully amortize the remaining Stated Principal Balance thereof by the original
Maturity Date based on the original Mortgage Rate; provided, that such
re-amortization shall not be permitted if it would constitute a reissuance of
the Mortgage Loan for federal income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial Account
in which the Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise specifically provided herein, the following payments
and collections remitted by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal
component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted Mortgage
Rate on the Mortgage Loans, including Buydown Funds, if any, and the
interest component of any Subservicer Advance or of any REO Proceeds
received in connection with an REO Property for which an REO Disposition
has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of any
related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to
Section 2.02, 2.03, 2.04 or 4.07 and all amounts required to be deposited
in connection with the substitution of a Qualified Substitute Mortgage
Loan pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to Section 3.07(c)
or 3.21;
(vi) All amounts transferred from the Certificate Account to the
Custodial Account in accordance with Section 4.02(a); and
(vii) Any amounts realized by MLCC and received by the Master
Servicer in respect of any Additional Collateral.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds and
the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized without any right of reimbursement.
(d) The Master Servicer shall give notice to the Trustee and the Company
of any change in the location of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquied by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from the date of application of
such Curtailment to the first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account, the
Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the
Subservicers for Subserviced Mortgage Loans to, establish and maintain one or
more Servicing Accounts and deposit and retain therein all collections from the
Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections for any
payments made pursuant to Sections 3.11 (with respect to the Primary Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any Class
of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the amounts and
in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for previously
unreimbursed advances or expenses made pursuant to Sections 3.01, 3.07(a),
3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to
the terms of this Agreement, such withdrawal right being limited to
amounts received on particular Mortgage Loans (including, for this
purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and
proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02,
2.03, 2.04 or 4.07) which represent (A) Late Collections of Monthly
Payments for which any such advance was made in the case of Subservicer
Advances or Advances pursuant to Section 4.04 and (B) recoveries of
amounts in respect of which such advances were made in the case of
Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not previously
retained by such Subservicer) out of each payment received by the Master
Servicer on account of interest on a Mortgage Loan as contemplated by
Sections 3.14 and 3.16, an amount equal to that remaining portion of any
such payment as to interest (but not in excess of the Servicing Fee and
the Subservicing Fee, if not previously retained) which, when deducted,
will result in the remaining amount of such interest being interest at the
Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan) on the amount specified in the amortization
schedule of the related Mortgage Loan as the principal balance thereof at
the beginning of the period respecting which such interest was paid after
giving effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation any
interest or investment income earned on funds deposited in the Custodial
Account that it is entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation any
Foreclosure Profits, and any amounts remitted by Subservicers as interest
in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential Funding,
the Company or any other appropriate Person, as the case may be, with
respect to each Mortgage Loan or property acquired in respect thereof that
has been purchased or otherwise transferred pursuant to Section 2.02,
2.03, 2.04, 4.07 or 9.01, all amounts received thereon and not required to
be distributed to the Certificateholders as of the date on which the
related Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, any Advance made in connection with a
modification of a Mortgage Loan that is in default, or in the judgment of
the Master Servicer, default is reasonably foreseeable pursuant to Section
3.07(a), to the extent the amount of the Advance has been added to the
outstanding principal balance of the Mortgage Loan, or any Advance
reimbursable to the Master Servicer pursuant to Section 4.02(a)(iii);
(viii) to reimburse itself or the Company for expenses incurred by
and reimbursable to it or the Company pursuant to Sections 3.13, 3.14(c),
6.03, 10.01 or otherwise, or in connection with enforcing any repurchase,
substitution or indemnification obligation of any Seller (other than an
Affiliate of the Company) pursuant to the related Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a) pursuant to
Section 3.14 in good faith in connection with the restoration of property
damaged by an Uninsured Cause, and (b) in connection with the liquidation
of a Mortgage Loan or disposition of an REO Property to the extent not
otherwise reimbursed pursuant to clause (ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial Account that
was not required to be deposited therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii),
(v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to take,
any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the Company had
knowledge of such Primary Insurance Policy. The Master Servicer shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised value of the related
Mortgaged Property as determined in any appraisal thereof after the Closing
Date, or if the Loan-to-Value Ratio is reduced below 80% as a result of
principal payments on the Mortgage Loan after the Closing Date. In the event
that the Company gains knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is not the subject
of a Primary Insurance Policy (and was not included in any exception to the
representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a current
Loan-to-Value Ratio in excess of 80% then the Master Servicer shall use its
reasonable efforts to obtain and maintain a Primary Insurance Policy to the
extent that such a policy is obtainable at a reasonable price. The Master
Servicer shall not cancel or refuse to renew any such Primary Insurance Policy
applicable to a Nonsubserviced Mortgage Loan, or consent to any Subservicer
canceling or refusing to renew any such Primary Insurance Policy applicable to a
Mortgage Loan subserviced by it, that is in effect at the date of the initial
issuance of the Certificates and is required to be kept in force hereunder
unless the replacement Primary Insurance Policy for such canceled or non-renewed
policy is maintained with an insurer whose claims-paying ability is acceptable
to each Rating Agency for mortgage pass-through certificates having a rating
equal to or better than the lower of the then-current rating or the rating
assigned to the Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present or to cause the related
Subservicer to present, on behalf of the Master Servicer, the Subservicer, if
any, the Trustee and Certificateholders, claims to the related Insurer under any
Primary Insurance Policies, in a timely manner in accordance with such policies,
and, in this regard, to take or cause to be taken such reasonable action as
shall be necessary to permit recovery under any Primary Insurance Policies
respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance
Proceeds collected by or remitted to the Master Servicer under any Primary
Insurance Policies shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan (other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of the principal balance owing on such
Mortgage Loan or 100 percent of the insurable value of the improvements;
provided, however, that such coverage may not be less than the minimum amount
required to fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related Subservicing Agreement,
the Master Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be maintained. The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan),
fire insurance with extended coverage in an amount which is at least equal to
the amount necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to Section 3.07, any
amounts collected by the Master Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer's normal servicing procedures) shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section
3.10. Any cost incurred by the Master Servicer in maintaining any such insurance
shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the amount owing under the Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall
be recoverable by the Master Servicer out of related late payments by the
Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent
permitted by Section 3.10. It is understood and agreed that no earthquake or
other additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. Whenever the improvements securing a Mortgage
Loan (other than a Cooperative Loan) are lcated at the time of origination of
such Mortgage Loan in a federally designated special flood hazard area, the
Master Servicer shall cause flood insurance (to the extent available) to be
maintained in respect thereof. Such flood insurance shall be in an amount equal
to the lesser of (i) the amount required to compensate for any loss or damage to
the Mortgaged Property on a replacement cost basis and (ii) the maximum amount
of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a blanket
fire insurance policy with extended coverage insuring against hazard losses on
all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible clause, in which
case the Master Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property a policy complying with the first
sentence of this Section 3.12(a) and there shall have been a loss which would
have been covered by such policy, deposit in the Certificate Account the amount
not otherwise payable under the blanket policy because of such deductible
clause. Any such deposit by the Master Servicer shall be made on the Certificate
Account Deposit Date next preceding the Distribution Date which occurs in the
month following the month in which payments under any such policy would have
been deposited in the Custodial Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master Servicer agrees to
present, on behalf of itself, the Trustee and the Certificateholders, claims
under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance policy covering the Master
Servicer's officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage
Loans for FNMA or FHLMC. In the event that any such bond or policy ceases to be
in effect, the Master Servicer shall obtain a comparable replacement bond or
policy from an issuer or insurer, as the case may be, meeting the requirements,
if any, of the Program Guide and acceptable to the Company. Coverage of the
Master Servicer under a policy or bond obtained by an Affiliate of the Master
Servicer and providing the coverage required by this Section 3.12(b) shall
satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in default under
this Section 3.13(a) by reason of any transfer or assumption which the
Master Servicer is restricted by law from preventing; and
(ii) if the Master Servicer determines that it is reasonably likely
that any Mortgagor will bring, or if any Mortgagor does bring, legal
action to declare invalid or otherwise avoid enforcement of a due-on-sale
clause contained in any Mortgage Note or Mortgage, the Master Servicer
shall not be required to enforce the due-on-sale clause or to contest such
action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall both (i) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the Code (or final, temporary or proposed Treasury Regulations promulgated
thereunder) and (ii) cause the Trust Fund to fail to qualify as a REMIC under
the Code or (subject to Section 10.01(f)), result in the imposition of any tax
on "prohibited transactions" or constitute "contributions" after the start-up
date under the REMIC Provisions. The Master Servicer shall execute and deliver
such documents only if it reasonably determines that (i) its execution and
delivery thereof will not conflict with or violate any terms of this Agreement
or cause the unpaid balance and interest on the Mortgage Loan to be
uncollectible in whole or in part, (ii) any required consents of insurers under
any Required Insurance Policies have been obtained and (iii) subsequent to the
closing of the transaction involving the assumption or transfer (A) the Mortgage
Loan will continue to be secured by a first mortgage lien pursuant to the terms
of the Mortgage, (B) such transaction will not adversely affect the coverage
under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize
over the remaining term thereof, (D) no material term of the Mortgage Loan
(including the interest rate on the Mortgage Loan) will be altered nor will the
term of the Mortgage Loan be changed and (E) if the seller/transferor of the
Mortgaged Property is to be released from liability on the Mortgage Loan, such
release will not (based on the Master Servicer's or Subservicer's good faith
determination) adversely affect the collectability of the Mortgage Loan. Upon
receipt of appropriate instructions from the Master Servicer in accordance with
the foregoing, the Trustee shall execute any necessary instruments for such
assumption or substitution of liability as directed in writing by the Master
Servicer. Upon the closing of the transactions contemplated by such documents,
the Master Servicer shall cause the originals or true and correct copies of the
assumption agreement, the release (if any), or the modification or supplement to
the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian
and deposited with the Mortgage File for such Mortgage Loan. Any fee collected
by the Master Servicer or such related Subservicer for entering into an
assumption or substitution of liability agreement will be retained by the Master
Servicer or sch Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment) or
other similar matters if it has determined, exercising its good faith business
judgment in the same manner as it would if it were the owner of the related
Mortgage Loan, that the security for, and the timely and full collectability of,
such Mortgage Loan would not be adversely affected thereby and that the Trust
Fund would not fail to continue to qualify as a REMIC under the Code as a result
thereof and (subject to Section 10.01(f)) that no tax on "prohibited
transactions" or "contributions" after the startup day would be imposed on the
REMIC as a result thereof. Any fee collected by the Master Servicer or the
related Subservicer for processing such a request will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit O, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage recording taxes
or otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws;
(iii) that the Mortgage Loan following the proposed assignment will have a rate
of interest at least 0.25 percent below or above the rate of interest on such
Mortgage Loan prior to such proposed assignment; and (iv) that such assignment
is at the request of the borrower under the related Mortgage Loan. Upon approval
of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal to the unpaid principal
balance of and accrued interest on such Mortgage Loan and the Master Servicer
shall treat such amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of such a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts
pursuant to Section 3.10. In addition to the foregoing, the Master Servicer
shall use its best reasonabe efforts to realize upon any Additional Collateral
for such of the Additional Collateral Loans as come into and continue in default
and as to which no satisfactory arrangements can be made for collection of
delinquent payments pursuant to Section 3.07; provided that the Master Servicer
shall not, on behalf of the Trustee, obtain title to any such Additional
Collateral as a result of or in lieu of the disposition thereof or otherwise;
and provided further that (i) the Master Servicer shall not proceed with respect
to such Additional Collateral in any manner that would impair the ability to
recover against the related Mortgaged Property, and (ii) the Master Servicer
shall proceed with any REO Acquisition in a manner that preserves the ability to
apply the proceeds of such Additional Collateral against amounts owed under the
defaulted Mortgage Loan. Any proceeds realized from such Additional Collateral
(other than amounts to be released to the Mortgagor or the related guarantor in
accordance with procedures that the Master Servicer would follow in servicing
loans held for its own account, subject to the terms and conditions of the
related Mortgage and Mortgage Note and to the terms and conditions of any
security agreement, guarantee agreement, mortgage or other agreement governing
the disposition of the proceeds of such Additional Collateral) shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section
3.10. Any other payment received by the Master Servicer in respect of such
Additional Collateral shall be deposited in the Custodial Account subject to
withdrawal pursuant to Section 3.10. Concurrently with the foregoing, the Master
Servicer may pursue any remedies that may be available in connection with a
breach of a representation and 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 unschedule collections or the amount of any
Realized Loss, the Master Servicer may take into account minimal amounts of
additional receipts expected to be received or any estimated additional
liquidation expenses expected to be incurred in connection with the related
defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by the
Trust Fund as an REO Property by foreclosure or by deed in lieu of foreclosure,
the deed or certificate of sale shall be issued to the Trustee or to its nominee
on behalf of Certificateholders. Notwithstanding any such acquisition of title
and cancellation of the related Mortgage Loan, such REO Property shall (except
as otherwise expressly provided herein) be considered to be an Outstanding
Mortgage Loan held in the Trust Fund until such time as the REO Property shall
be sold. Consistent with the foregoing for purposes of all calculations
hereunder so long as such REO Property shall be considered to be an Outstanding
Mortgage Loan it shall be assumed that, notwithstanding that the indebtedness
evidenced by the related Mortgage Note shall have been discharged, such Mortgage
Note and the related amortization schedule in effect at the time of any such
acquisition of title (after giving effect to any previous Curtailments and
before any adjustment thereto by reason of any bankruptcy or similar proceeding
or any moratorium or similar waiver or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of
such REO Property within three full years after the taxable year of its
acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code or,
at the expense of the Trust Fund, request, more than 60 days before the day on
which such grace period would otherwise expire, an extension of such period
unless the Master Servicer (subject to Section 10.01(f)) obtains for the Trustee
an Opinion of Counsel, addressed to the Trustee and the Master Servicer, to the
effect that the holding by the Trust Fund of such REO Property subsequent to
such period will not result in the imposition of taxes on "prohibited
transactions" as defined in Section 860F of the Code or cause the Trust Fund to
fail to qualify as a REMIC at any time that any Certificates are outstanding, in
which case the Trust Fund may continue to hold such REO Property (subject to any
conditions contained in such Opinion of Counsel). The Master Servicer shall be
entitled to be reimbursed from the Custodial Account for any costs incurred in
obtaining such Opinion of Counsel, as provided in Section 3.10. Notwithstanding
any other provision of this Agreement, no REO Property acquired by the Trust
Fund shall be rented (or allowed to continue to be rented) or otherwise used by
or on behalf of the Trust Fund in such a manner or pursuant to any terms that
would (i) cause such REO Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code or (ii) subject the Trust
Fund to the imposition of any federal income taxes on the income earned from
such REO Property, including any taxes imposed by reason of Section 860G(c) of
the Code, unless the Master Servicer has agreed to indemnify and hold harmless
the Trust Fund with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section 3.10(a)(ii); second, to the Certificateholders to the extent of
accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan) to the Due Date prior to the Distribution Date
on which such amounts are to be distributed; third, to the Certificateholders as
a recovery of principal on the Mortgage Loan (or REO Property) (provided that if
any such Class of Certificates to which such Realized Loss was allocated is no
longer outstanding, such subsequent recovery shall be distributed to the persons
who were the Holders of such Class of Certificates when it was retired); fourth,
to all Servicing Fees and Subservicing Fees payable therefrom (and the Master
Servicer and the Subservicer shall have no claims for any deficiencies with
respect to such fees which result from the foregoing allocation); and fifth, to
Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose
obligors is not a United States Person, in connection with any foreclosure or
acquisition of a deed in lieu of foreclosure (together, "foreclosure") in
respect of such Mortgage Loan, the Master Servicer will cause compliance with
the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor
thereto) necessary to assure that no withholding tax obligation arises with
respect to the proceeds of such foreclosure except to the extent, if any, that
proceeds of such foreclosure are required to be remitted to the obligors on such
Mortgage Loan.
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit H
requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation
thereon. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Custodial Account or the
Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing Officer substantially in one
of the forms attached as Exhibit H hereto, requesting that possession of all, or
any document constituting part of, the Mortgage File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan under any Required Insurance Policy. Upon receipt of the foregoing, the
Trustee shall deliver, or cause the Custodian to deliver, the Mortgage File or
any document therein to the Master Servicer. The Master Servicer shall cause
each Mortgage File or any document therein so released to be returned to the
Trustee, or the Custodian as agent for the Trustee when the need therefor by the
Master Servicer no longer exists, unless (i) the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been
deposited in the Custodial Account or (ii) the Mortgage File or such document
has been delivered directly or through a Subservicer to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered directly or through a Subservicer to the Trustee a
certificate of a Servicing Officer certifying as to the name and address of the
Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. In the event of the liquidation of a
Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation; Compensating
Interest.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall be entitled to retain therefrom and to pay to itself and/or the
related Subservicer, any Foreclosure Profits and any Servicing Fee or
Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid, all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of premiums for the Primary Insurance Policies, if any, to
the extent such premiums are not required to be paid by the related Mortgagors,
and the fees and expenses of the Trustee and any Custodian) and shall not be
entitled to reimbursement therefor except as specifically provided in Sections
3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may not
be transferred in whole or in part except in connection with the transfer of all
of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i)
will not withdraw from the Custodial Account any such amount representing all or
a portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or
4.01(b) and (iii) will not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi).
Section 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
Section 3.19. Annual Independent Public Accountants' Servicing
Report.
On or before March 31 of each year, beginning with the first March 31 that
occurs at least six months after the Cut-off Date, the Master Servicer at its
expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
Section 3.20. Rights of the Company in Respect of the Master
Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay to the insurer under any related
Primary Insurance Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature not later than the Business Day next preceding the Distribution Date next
following the date of such investment (except that (i) any investment in the
institution with which the Certificate Account is maintained may mature on such
Distribution Date and (ii) any other investment may mature on such Distribution
Date if the Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds immediately as realized without any
right of reimbursement.
Section 4.02. Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
the Master Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii), the amount required to be distributed to the Master Servicer or a
Subservicer pursuant to Section 4.02(a)(iii), and to each Certificateholder of
record on the next preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately available funds (by
wire transfer or otherwise) to the account of such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the Paying Agent, as
the case may be, or, if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of such Holder appearing in the Certificate
Register such Certificateholder's share (which share (A) with respect to each
Class of Certificates (other than any Subclass of the Class A-3 Certificates),
shall be based on the aggregate of the Percentage Interests represented by
Certificates of the applicable Class held by such Holder or (B) with respect to
the Class A-3 Certificates, shall be equal to the amount (if any) distributed
pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of
the following amounts, in the following order of priority (subject to the
provisions of Section 4.02(b)), in each case to the extent of the Available
Distribution Amount:
(i) to the Class A Certificateholders (other than the Class A-2
Certificateholders) and Class R Certificateholders, on a pro rata basis
based on Accrued Certificate Interest payable on such Certificates with
respect to such Distribution Date, Accrued Certificate Interest on such
Classes of Certificates (or Subclass, if any, with respect to the Class
A-3 Certificates) for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a); and
(ii) (X) to the Class A-2 Certificateholders, the Class A-2
Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than the Class
A-2 Certificateholders) and Class R Certificateholders, in the priorities
and amounts set forth in Section 4.02(b)(ii) and (iii) 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 Stated
Principal Balance or shortfall with respect to each 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 each 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
each 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 each Discount
Mortgage Loan);
(D) any Excess Subordinate Principal Amount for such
Distribution Date; and
(E) any amounts described in subsection (ii)(Y), clauses (A),
(B) and (C) of this Section 4.02(a), as determined for any previous
Distribution Date, which remain unpaid after application of amounts
previously distributed pursuant to this clause (E) to the extent
that such amounts are not attributable to Realized Losses which have
been allocated to the Class M Certificates or Class B Certificates;
(iii) if the Certificate Principal Balances of the Class M
Certificates and Class B Certificates have not been reduced to zero, to
the Master Servicer or a Subservicer, by remitting for deposit to the
Custodial Account, to the extent of and in reimbursement for any Advances
or Subservicer Advances previously made with respect to any Mortgage Loan
or REO Property which remain unreimbursed in whole or in part following
the Cash Liquidation or REO Disposition of such Mortgage Loan or REO
Property, minus any such Advances that were made with respect to
delinquencies that ultimately constituted Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the amount of any Class
A-2 Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv)
and (xv) are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an amount equal
to (x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the amount of any Class
A-2 Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and
(xv) are insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class M-2 Certificates;
(viii) to the Holders of the Class M-3 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an amount equal
to (x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
A-2 Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) are
insufficient therefor, applied in reduction of the Certificate Principal
Balance of the Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount equal
to (x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
A-2 Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) are
insufficient therefor, applied in reduction of the Certificate Principal
Balance of the Class B-1 Certificates;
(xii) to the Holders of the Class B-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an amount equal
to (x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
A-2 Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv) are insufficient
therefor, applied in reduction of the Certificate Principal Balance of the
Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an amount equal
to (x) the Accrued Certificate Interest thereon for such Distribution
Date, plus any Accrued Certificate Interest thereon remaining unpaid from
any previous Distribution Date, except as provided below, minus (y) the
amount of any Class A-2 Collection Shortfalls for such Distribution Date
or remaining unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Section 4.02(a) (xv) are
insufficient therefor;
(xv) to the Holders of the Class B-3 Certificates, an amount equal
to (x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
A-2 Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates applied in reduction of the
Certificate Principal Balance of the Class B-3 Certificates;
(xvi) to the Class A Certificateholders and Class R
Certificateholders, in the priority set forth in Section 4.02(b), the
portion, if any, of the Available Distribution Amount remaining after the
foregoing distributions, applied to reduce the Certificate Principal
Balances of such Class A Certificates and Class R Certificates, but in no
event more than the aggregate of the outstanding Certificate Principal
Balances of each such Class of Class A Certificates and Class R
Certificates, and thereafter, to each Class of Class M Certificates then
outstanding beginning with such Class with the lowest numerical
designation, any portion of the Available Distribution Amount remaining
after the Class A Certificates and Class R Certificates have been retired,
applied to reduce the Certificate Principal Balance of each such Class of
Class M Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Class M Certificates;
and thereafter to each such Class of Class B Certificates then outstanding
beginning with such Class with the lowest numerical designation, any
portion of the Available Distribution Amount remaining after the Class M
Certificates have been retired, applied to reduce the Certificate
Principal Balance of each such Class of Class B Certificates, but in no
event more than the outstanding Certificate Principal Balance of each such
Class of Class B Certificates; and
(xvii) to the Class R Certificateholders, the balance, if any, of
the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Class B Certificates outstanding on such Distribution Date with the
highest numerical designation, or in the event the Class B Certificates are no
longer outstanding, the Class of Class M Certificates then outstanding with the
highest numerical designation, or in the event the Class B Certificates and
Class M Certificates are no longer outstanding, the Class A and Class R
Certificates, Accrued Certificate Interest thereon remaining unpaid 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 and Class R
Certificates on each Distribution Date occurring prior to the occurrence of the
Credit Support Depletion Date will be made as follows:
(i) first, to the Class A-2 Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the "Class A-2
Principal Distribution Amount") equal to the aggregate of:
(A) the related Discount Fraction of the principal portion of
each Monthly Payment on each Discount Mortgage Loan due during the
related Due Period, whether or not received on or prior to the
related Determination Date, minus the Discount Fraction of the
principal portion of any related Debt Service Reduction which
together with other Bankruptcy Losses exceeds the Bankruptcy Amount;
(B) the related Discount Fraction of the principal portion of
all unscheduled collections on each Discount Mortgage Loan received
during the preceding calendar month (other than amounts received in
connection with a Cash Liquidation or REO Disposition of a Discount
Mortgage Loan described in clause (C) below), including Principal
Prepayments in Full, Curtailments and repurchases (including deemed
repurchases under Section 3.07(b)) of Discount Mortgage Loans (or,
in the case of a substitution of a Deleted Mortgage Loan, the
Discount Fraction of the amount of any shortfall deposited in the
Custodial Account in connection with such substitution);
(C) in connection with the Cash Liquidation or REO Disposition
of a Discount Mortgage Loan that did not result in any Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses
or Extraordinary Losses, an amount equal to the lesser of (1) the
applicable Discount Fraction of the Stated Principal Balance of such
Discount Mortgage Loan immediately prior to such Distribution Date
and (2) the aggregate amount of the collections on such Mortgage
Loan to the extent applied as recoveries of principal;
(D) any amounts allocable to principal for any previous
Distribution Date (calculated pursuant to clauses (A) through (C)
above) that remain undistributed; and
(E) the amount of any Class A-2 Collection Shortfalls for such
Distribution Date and the amount of any Class A-2 Collection
Shortfalls remaining unpaid for all previous Distribution Dates, but
only to the extent of the Eligible Funds for such Distribution Date;
(ii) the Senior Principal Distribution Amount shall be distributed
to the Class R Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
(iii) the balance of the Senior Principal Distribution Amount
remaining after the distribution, if any, described in clause (ii) above
shall be distributed to the Class A-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero.
(c) On or after the occurrence of the Credit Support Depletion Date, all
priorities relating to distributions as described in Section 4.02(b) above in
respect of principal among the various classes of Class A Certificates (other
than the Class A-2 Certificates) and Class R Certificates will be disregarded
and an amount equal to the Discount Fraction of the principal portion of
scheduled or unscheduled payments received or advanced in respect of Discount
Mortgage Loans will be distributed to the Class A-2 Certificates and the Senior
Principal Distribution Amount will be distributed among all classes of Class A
Certificates (other than the Class A-2 Certificates) pro rata in accordance with
their respective outstanding Certificate Principal Balances and the amount set
forth in Section 4.02(a)(i) will be distributed as set forth therein.
(d) After reduction of the Certificate Principal Balances of the Class A
Certificates (other than the Class A-2 Certificates) and Class R Certificates to
zero but prior to the occurrence of the Credit Support Depletion Date, the Class
A Certificates (other than the Class A-2 Certificates) and Class R Certificates
will be entitled to no further distributions of principal thereon and the
Available Distribution Amount will be paid solely to the holders of the Class
A-2, Class A-3, Class M and Class B Certificates, in each case as described
herein.
(e) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such Realized Loss was determined to have occurred the
Master Servicer receives amounts, which the Master Servicer reasonably believes
to represent subsequent recoveries (net of any related liquidation expenses), or
determines that it holds surplus amounts previously reserved to cover estimated
expenses, specifically related to such Mortgage Loan (including, but not limited
to, recoveries in respect of the representations and warranties made by the
related Seller pursuant to the applicable Seller's Agreement), the Master
Servicer shall distribute such amounts to the applicable Certificateholders of
the Class or Classes to which such Realized Loss was allocated, if applicable,
(with the amounts to be distributed allocated among such Classes in the same
proportions as such Realized Loss was allocated), subject to the following: No
such distribution shall be in an amount that would result in total distributions
on the Certificates of any such Class in excess of the total amounts of
principal and interest that would have been distributable thereon if such Cash
Liquidation or REO Disposition had occurred but had resulted in a Realized Loss
equal to zero. 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 guaanty, 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 with respect to the Certificates of any
Class shall be distributed by the Master Servicer to the Certificateholders of
record as of the Record Date immediately preceding the date of such distribution
(i) with respect to the Certificates of any Class (other than the Class A-3
Certificates), on a pro rata basis based on the Percentage Interest represented
by each Certificate of such Class as of such Record Date and (ii) with respect
to the Class A-3 Certificates, to the Class A-3 Certificates or any Subclass
thereof in the same proportion as the related Realized Loss was allocated. Any
amounts to be so distributed shall not be remitted to or distributed from the
Trust Fund, and shall constitute subsequent recoveries with respect to Mortgage
Loans that are no longer assets of the Trust Fund.
(f) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Company or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(g) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that Certificateholders required to surrender
their Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds distributable
with respect to such Certificates to be withdrawn from the Certificate Account
and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to the Certificate Account
and with respect to each Distribution Date the Master Servicer shall forward to
the Trustee and the Trustee shall forward by mail to each Holder and the Company
a statement setting forth the following information as to each Class of
Certificates to the extent applicable:
(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;
the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
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;
the amount of any Advance by the Master Servicer pursuant to
Section 4.04;
the number and Pool Stated Principal Balance of the Mortgage Loans
after giving effect to the distribution of principal on such Distribution
Date;
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;
the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
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;
the number, aggregate principal balance and book value of any REO
Properties;
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;
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;
the weighted average Pool Strip Rate for such Distribution Date and
the Pass-Through Rate with respect to the Class A-3 Certificates and each
Subclass, if any, thereof;
the Class A-3 Notional Amount and each Subclass Notional Amount;
the occurrence of the Credit Support Depletion Date;
the Senior Accelerated Distribution Percentage applicable to such
distribution;
the Senior Percentage for such Distribution Date;
the aggregate amount of Realized Losses for such Distribution
Date;
the aggregate amount of any recoveries on previously foreclosed
loans from Sellers due to a breach of representation or warranty;
the weighted average remaining term to maturity of the Mortgage
Loans after giving effect to the amounts distributed on such Distribution
Date; and
the weighted average Mortgage Rates of the Mortgage Loans after
giving effect to the amounts distributed on such Distribution Date.
In the case of information furnished pursuant to clauses (i) and (ii)
above, the amounts shall be expressed as a dollar amount per Certificate with a
$1,000 denomination. In addition to the statement provided to the Trustee as set
forth in this Section 4.03(a), the Master Servicer shall provide to any manager
of a trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Certificate, other than a Class R Certificate,
a statement containing the information set forth in clauses (i) and (ii) of
subsection (a) above aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding
each Determination Date, the Master Servicer shall furnish a written statement
to the Trustee, any Paying Agent and the Company (the information in such
statement to be made available to Certificateholders by the Master Servicer on
request) setting forth (i) the Available Distribution Amount; and (ii) the
amounts required to be withdrawn from the Custodial Account and deposited into
the Certificate Account on the immediately succeeding Certificate Account
Deposit Date pursuant to clause (iii) of Section 4.01(a). The determination by
the Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
shall be protected in relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect, on the Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial
Account and deposit in the Certificate Account all or a portion of the Amount
Held for Future Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii) aggregating the amount
of such Advance. Any portion of the Amount Held for Future Distribution so used
shall be replaced by the Master Servicer by deposit in the Certificate Account
on or before 11:00 A.M. New York time on any future Certificate Account Deposit
Date to the extent that funds attributable to the Mortgage Loans that are
available in the Custodial Account for deposit in the Certificate Account on
such Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date. The
Master Servicer shall be entitled to use any Advance made by a Subservicer as
described in Section 3.07(b) that has been deposited in the Custodial Account on
or before such Distribution Date as par of the Advance made by the Master
Servicer pursuant to this Section 4.04. The amount of any reimbursement pursuant
to Section 4.02(a)(iii) in respect of outstanding Advances on any Distribution
Date shall be allocated to specific Monthly Payments due but delinquent for
previous Due Periods, which allocation shall be made, to the extent practicable,
to Monthly Payments which have been delinquent for the longest period of time.
Such allocations shall be conclusive for purposes of reimbursement to the Master
Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a Nonrecoverable
Advance or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certificate of a Servicing Officer delivered to
the Seller and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) assume the rights and obligations of the Master
Servicer hereunder, including the obligation to deposit in the Certificate
Account an amount equal to the Advance for the immediately succeeding
Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine the
total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation
or REO Disposition that occurred during the related Prepayment Period or, in the
case of a Servicing Modification that constitutes a reduction of the interest
rate on a Mortgage Loan, the amount of the reduction in the interest portion of
the Monthly Payment due in the month in which such Distribution Date occurs. The
amount of each Realized Loss shall be evidenced by an Officers' Certificate. All
Realized Losses, other than Excess Special Hazard Losses, Extraordinary Losses,
Excess Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows:
first, to the Class B-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; second, to the Class B-2 Certificates until
the Certificate Principal Balance thereof has been reduced to zero; third, to
the Class B-1 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class M-3 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; fifth, to the
Class M-2 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; sixth, to the Class M-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; and, thereafter, if such
Realized Losses are on a Discount Mortgage Loan, to the Class A-2 Certificates,
in an amount equal to the Discount Fraction of the principal portion thereof,
and the remainder of such Realized Losses and the entire amount of such Realized
Losses on Non-Discount Mortgage Loans among all the Class A Certificates (other
than the Class A-2 Certificates) and Class R Certificates, on a pro rata basis,
as described below. The principal portion of any Excess Special cess Fraud
Losses and Extraordinary Losses on Discount Mortgage Loans will be allocated to
the Class A-2 Certificates in an amount equal to the related Discount Fraction
thereof, and the remainder of such losses on Discount Mortgage Loans and the
entire amount of such losses on Non-Discount Mortgage Loans will be allocated
among the Class A Certificates (other than the Class A-2 Certificates), Class M,
Class B and Class R Certificates, on a pro rata basis, as described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Class B Certificates or, after the Certificate Principal
Balances of the Class B Certificates have been reduced to zero, to the Class of
Class M Certificates then outstanding with the highest numerical designation
shall be made by operation of the definition of "Certificate Principal Balance"
and by operation of the provisions of Section 4.02(a). Allocations of the
interest portions of Realized Losses shall be made in proportion to the amount
of Accrued Certificate Interest and by operation of the definition of "Accrued
Certificate Interest" and by operation of the provisions of Section 4.02(a).
Allocations of the principal portion of Debt Service Reductions shall be made by
operation of the provisions of Section 4.02(a). All Realized Losses and all
other losses allocated to a Class of Certificates hereunder will be allocated
among the Certificates of such Class in proportion to the Percentage Interests
evidenced thereby; providd that if any Subclasses of the Class A-3 Certificates
have been issued pursuant to Section 5.01(c), all Realized Losses and other
losses allocated to the Class A-3 Certificates shall be allocated among such
Subclasses in proportion to the respective amounts of Accrued Certificate
Interest payable on such Distribution Date that would have resulted absent such
reductions.
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or more,
the Master Servicer may, at its option, purchase such Mortgage Loan from the
Trustee at the Purchase Price therefor. If at any time the Master Servicer makes
a payment to the Certificate Account covering the amount of the Purchase Price
for such a Mortgage Loan, and the Master Servicer provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto. Notwithstanding
anything to the contrary in this Section 4.07, the Master Servicer shall
continue to service any such Mortgage Loan after the date of such purchase in
accordance with the terms of this Agreement and, if any Realized Loss with
respect to such Mortgage Loan occurs, allocate such Realized Loss to the Class
or Classes of Certificates that would have borne such Realized Loss in
accordance with the terms hereof as if such Mortgage Loan had not been so
purchased. For purposes of this Agreement, a payment of the Purchase Price by
the Master Servicer pursuant to this Section 4.07 will be viewed as an advance,
and the amount of any Realized Loss shall be recoverable pursuant to the
provisions for the recovery of unreimbursed Advances under Section 4.02(a) or,
to the extent not recoverable under such provisions, as a Nonrecoverable Advance
as set forth herein.
Section 4.08. Surety Bond.
(a) If a Required Surety Payment is payable pursuant to the Surety Bond
with respect to any Additional Collateral Loan, the Master Servicer shall so
notify the Trustee as soon as reasonably practicable and the Trustee shall
promptly complete the notice in the form of Attachment 1 to the Surety Bond and
shall promptly submit such notice to the Surety as a claim for a Required
Surety. The Master Servicer shall upon request assist the Trustee in completing
such notice and shall provide any information requested by the Trustee in
connection therewith.
(b) Upon receipt of a Required Surety Payment from the Surety on behalf of
the Holders of Certificates, the Trustee shall deposit such Required Surety
Payment in the Certificate Account and shall distribute such Required Surety
Payment, or the proceeds thereof, in accordance with the provisions of Section
4.02.
(c) The Trustee shall (i) receive as attorney-in-fact of each Holder of a
Certificate any Required Surety Payment from the Surety and (ii) disburse the
same to the Holders of such Certificates as set forth in Section 4.02.
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 upon receipt by the Trustee or one or more Custodians of the
documents specified in Section 2.01. The Certificates, other than the Class R
Certificates and Class A-3 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) plus integral multiples of $1
(in the case of the Class A Certificates, other than the Class A-2 Certificates)
or $1,000 (in the case of the Class A-2, Class M and Class B Certificates) in
excess thereof, except that one Certificate of each of the Class A-2, Class M-3,
Class B-2 and Class B-3 Certificates may be issued in a denomination equal to
the denomination set forth as follows for such Class or the sum of such
denomination plus an integral multiple of $1,000:
Class A-2 $43,142.76 Class M-3 $419,700.00 Class B-2 $262,400.00 Class B-3
$263,388.53
The Class R Certificates and Class A-3 Certificates shall be issuable in
minimum denominations of not less than a 20% Percentage Interest; provided,
however, that one Class R Certificate will be issuable to Residential Funding as
"tax matters person" pursuant to Section 10.01(c) and (e) in a minimum
denomination representing a Percentage Interest of not less than 0.01%. Each
Subclass of Class A-3 Certificates shall be issuable as a single certificate as
provided in Section 5.01(c).
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) The Class A Certificates, other than the Class A-2 Certificates and
Class A-3 Certificates, shall initially be issued as one or more Certificates
registered in the name of the Depository or its nominee and, except as provided
below, registration of such Certificates may not be transferred by the Trustee
except to another Depository that agrees to hold such Certificates for the
respective Certificate Owners with Ownership Interests therein. The Class A
Certificateholders shall hold their respective Ownership Interests in and to
each of the Class A Certificates, other than the Class A-2 Certificates and
Class A-3 Certificates, through the book-entry facilities of the Depository and,
except as provided below, shall not be entitled to Definitive Certificates in
respect of such Ownership Interests. All transfers by Certificate Owners of
their respective Ownership Interests in the Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owner. Each Depository
Participant shall transfer the Ownership Interests only in the Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for which
it acts as agent in accordance with the Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the Depository
is no longer willing or able to properly discharge its responsibilities as
Depository and (B) the Company is unable to locate a qualified successor or (ii)
the Company at its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository, the Trustee shall notify
all Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration of transfer, the Trustee shall issue the
Definitive Certificates. Neither the Company, the Master Servicer nor the
Trustee shall be liable for any actions taken by the Depository or its nominee,
including, without limitation, any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Company in connection with
the issuance of the Definitive Certificates pursuant to this Section 5.01 shall
be deemed to be imposed upon and performed by the Trustee, and the Trustee and
the Master Servicer shall recognize the Holders of the Definitive Certificates
as Certificateholders hereunder.
(c) From time to time Residential Funding, as the initial Holder of the
Class A-3 Certificates, may exchange such Holder's Class A-3 Certificates for
Subclasses of Class A-3 Certificates to be issued under this Agreement by
delivering a "Request for Exchange" substantially in the form attached hereto as
Exhibit Q executed by an authorized officer, which Subclasses, in the aggregate,
will represent the Uncertificated REMIC Regular Interests corresponding to the
Class A-3 Certificates so surrendered for exchange. Any Subclass so issued shall
bear a numerical designation commencing with Class A-3-1 and continuing
sequentially thereafter, and will evidence ownership of the Uncertificated REMIC
Regular Interest or Interests specified in writing by such initial Holder to the
Trustee. The Trustee may conclusively, without any independent verification,
rely on, and shall be protected in relying on, Residential Funding's
determinations of the Uncertificated REMIC Regular Interests corresponding to
any Subclass, the initial Subclass Notional Amount and the initial Pass-Through
Rate on a Subclass as set forth in such Request for Exchange and the Trustee
shall have no duty to determine if any Uncertificated REMIC Regular Interest
designated on an Request for Exchange corresponds to a Subclass which has
previously been issued. Each Subclass so issued shall be substantially in the
form set forth in Exhibit A and shall, on original issue, be executed and
delivered by the Trustee to the Certificate Registrar for authentication and
delivery in accordance with Section 5.01(a). Every Certificate presented or
surrendered for exchange by the initial Holder shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer attached to such Certificate and shall be
completed to the satisfaction of the Trustee and the Certificate Registrar duly
executed by, the initial Holder thereof or his attorney duly authorized in
writing. The Certificates of any Subclass of Class A-3 Certificates may be
transferred in whole, but not in part, in accordance with the provisions of
Section 5.02.
Section 5.02. Registration of Transfer and Exchange of
Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies
to be appointed by the Trustee in accordance with the provisions of Section 8.12
a Certificate Register in which, subject to such reasonable regulations as it
may prescribe, the Trustee shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided. The Trustee
is initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at any
office or agency of the Trustee maintained for such purpose pursuant to Section
8.12 and, in the case of any Class M, Class B or Class R Certificate, upon
satisfaction of the conditions set forth below, the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class (or Subclass) and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized denominations of a like Class (or Subclass)
and aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for exchange shall (if so required by the Trustee or
the Certificate Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder thereof or his attorney duly authorized
in writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that a transfer of a Class B
Certificate is to be made either (i)(A) the Trustee shall require a written
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee and the Company that such transfer may be made pursuant to an exemption,
describing the applicable exemption and the basis therefor, from said Act and
laws or is being made pursuant to said Act and laws, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or the Master Servicer and
(B) the Trustee shall require the transferee to execute a representation letter,
substantially in the form of Exhibit J hereto, and the Trustee shall require the
transferor to execute a representation letter, substantially in the form of
Exhibit K hereto, each acceptable to and in form and substance satisfactory to
the Company and the Trustee certifying to the Company and the Trustee the facts
surrounding such transfer, which representation letters shall not be an expense
of the Trustee, the Company or the Master Servicer or (ii) the prospective
transferee of such a Certificate shall be required to provide the Trustee, the
Company and the Master Servicer with an investment letter substantially in the
form of Exhibit L attached hereto (or such other form as the Company in its sole
discretion deems acceptable), which investment letter shall not be an expense of
the Trustee, the Company or the Master Servicer, and which investment letter
states that, among other things, such transferee (A) is a "qualified
institutional buyer" as defined under Rule 144A, acting for its own account or
the accounts of other "qualified institutional buyers" as defined under Rule
144A, and (B) is aware that the proposedtransferor intends to rely on the
exemption from registration requirements under the Securities Act of 1933, as
amended, provided by Rule 144A. The Holder of any such Certificate desiring to
effect any such transfer, sale, pledge or other disposition shall, and does
hereby agree to, indemnify the Trustee, the Company, the Master Servicer and the
Certificate Registrar against any liability that may result if the transfer,
sale, pledge or other disposition is not so exempt or is not made in accordance
with such federal and state laws.
(e) In the case of any Class M, Class B or Class R Certificate presented
for registration in the name of any Person, either (i) the Trustee shall require
an Opinion of Counsel acceptable to and in form and substance satisfactory to
the Trustee, the Company and the Master Servicer to the effect that the purchase
or holding of such Class M, Class B or Class R Certificate is permissible under
applicable law, will not constitute or result in any non-exempt prohibited
transaction under Section 406 of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), and will not subject the Trustee, the
Company or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee, the Company or the Master Servicer or (ii) the
prospective transferee shall be required to provide the Trustee, the Company and
the Master Servicer with a certification to the effect set forth in paragraph
six of Exhibit J-1 (with respect to any Class B Certificate), Exhibit J-2 (with
respect to any Class M Certificate) or paragraph fourteen of Exhibit I-1 (with
respect to any Class R Certificate), which the Trustee may rely upon without
further inquiry or investigation, or such other certifications as the Trustee
may deem desirable or necessary in order to establish that such transferee or
the Person in whose name such registration is requested is not an employee
benefit plan or other plan subject to the prohibited transaction provisions of
ERISA or Section 4975 of the Code, or any Person (including an investment
manager, a named fiduciary or a trustee of any such plan) who is using "plan
assets" of any such plan to effect such acquisition.
(f) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Trustee or its designee
under clause (iii)(A) below to deliver payments to a Person other than
such Person and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of transfer and to do all
other things necessary in connection with any such sale. The rights of
each Person acquiring any Ownership Interest in a Class R Certificate are
expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in
a Class R Certificate shall be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change in its
status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require
delivery to it, and shall not register the Transfer of any Class R
Certificate until its receipt of, (I) an affidavit and agreement (a
"Transfer Affidavit and Agreement," in the form attached hereto as
Exhibit I-1) from the proposed Transferee, in form and substance
satisfactory to the Master Servicer, representing and warranting,
among other things, that it is a Permitted Transferee, that it is
not acquiring its Ownership Interest in the Class R Certificate that
is the subject of the proposed Transfer as a nominee, trustee or
agent for any Person who is not a Permitted Transferee, that for so
long as it retains its Ownership Interest in a Class R Certificate,
it will endeavor to remain a Permitted Transferee, and that it has
reviewed the provisions of this Section 5.02(f) and agrees to be
bound by them, and (II) a certificate, in the form attached hereto
as Exhibit I-2, from the Holder wishing to transfer the Class R
Certificate, in form and substance satisfactory to the Master
Servicer, representing and warranting, among other things, that no
purpose of the proposed Transfer is to impede the assessment or
collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned to this Agreement
has actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Class R
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in
a Class R Certificate shall agree (x) to require a Transfer
Affidavit and Agreement from any other Person to whom such Person
attempts to transfer its Ownership Interest in a Class R Certificate
and (y) not to transfer its Ownership Interest unless it provides a
certificate to the Trustee in the form attached hereto as Exhibit
I-2.
(E) Each Person holding or acquiring an Ownership Interest in
a Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of Temporary
Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon
acquiring an Ownership Interest in a Class R Certificate, if it is,
or is holding an Ownership Interest in a Class R Certificate on
behalf of, a "pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit and
Agreement, a certificate of the Holder requesting such transfer in the
form attached hereto as Exhibit I-2 and all of such other documents as
shall have been reasonably required by the Trustee as a condition to such
registration. Transfers of the Class R Certificates to Non-United States
Persons and Disqualified Organizations (as defined in Section 860E(e)(5)
of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a holder of
a Class R Certificate, then the last preceding Permitted Transferee
shall be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. If a
Non-United States Person shall become a holder of a Class R
Certificate, then the last preceding United States Person shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. If a
transfer of a Class R Certificate is disregarded pursuant to the
provisions of Treasury Regulations Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. The
Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact
not permitted by this Section 5.02(f) or for making any payments due
on such Certificate to the holder thereof or for taking any other
action with respect to such holder under the provisions of this
Agreement.
(B) If any purported Transferee shall become a Holder of a
Class R Certificate in violation of the restrictions in this Section
5.02(f) and to the extent that the retroactive restoration of the
rights of the Holder of such Class R Certificate as described in
clause (iii)(A) above shall be invalid, illegal or unenforceable,
then the Master Servicer shall have the right, without notice to the
holder or any prior holder of such Class R Certificate, to sell such
Class R Certificate to a purchaser selected by the Master Servicer
on such terms as the Master Servicer may choose. Such purported
Transferee shall promptly endorse and deliver each Class R
Certificate in accordance with the instructions of the Master
Servicer. Such purchaser may be the Master Servicer itself or any
Affiliate of the Master Servicer. The proceeds of such sale, net of
the commissions (which may include commissions payable to the Master
Servicer or its Affiliates), expenses and taxes due, if any, will be
remitted by the Master Servicer to such purported Transferee. The
terms and conditions of any sale under this clause (iii)(B) shall be
determined in the sole discretion of the Master Servicer, and the
Master Servicer shall not be liable to any Person having an
Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information
necessary to compute any tax imposed (A) as a result of the Transfer of an
Ownership Interest in a Class R Certificate to any Person who is a
Disqualified Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be provided to the
Internal Revenue Service and certain Persons as described in Treasury
Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a
result of any regulated investment company, real estate investment trust,
common trust fund, partnership, trust, estate or organization described in
Section 1381 of the Code that holds an Ownership Interest in a Class R
Certificate having as among its record holders at any time any Person who
is a Disqualified Organization. Reasonable compensation for providing such
information may be required by the Master Servicer from such Person.
(v) The provisions of this Section 5.02(f) set forth prior to this
clause (v) may be modified, added to or eliminated, provided that there
shall have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such provisions
will not cause such Rating Agency to downgrade its then-current
ratings, if any, of any Class of the Class A, Class M, Class B or
Class R Certificates below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by
such Rating Agency; and
(B) subject to Section 10.01(f), a certificate of the Master
Servicer stating that the Master Servicer has received an Opinion of
Counsel, in form and substance satisfactory to the Master Servicer,
to the effect that such modification, addition to or absence of such
provisions will not cause the Trust Fund to cease to qualify as a
REMIC and will not cause (x) the Trust Fund to be subject to an
entity-level tax caused by the Transfer of any Class R Certificate
to a Person that is a Disqualified Organization or (y) a
Certificateholder or another Person to be subject to a REMIC-related
tax caused by the Transfer of a Class R Certificate to a Person that
is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Trustee, the Certificate Registrar and any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, except as and to
the extent provided in the definition of "Certificateholder," and neither the
Company, the Master Servicer, the Trustee, the Certificate Registrar nor any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar shall be affected by notice to the contrary except as provided in
Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with
the Paying Agent a sum sufficient to make the payments to the Certificateholders
in the amounts and in the manner provided for in Section 4.02, such sum to be
held in trust for the benefit of the Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated Principal Balance is
less than ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master Servicer or the Company shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the outstanding Certificate Principal Balance of the Certificates plus the
sum of Accrued Certificate Interest thereon for the related Interest Accrual
Period and any previously unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the Certificates is
anticipated to be made upon presentation and surrender of such
Certificates at the office or agency of the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and
surrender of the Certificates at the office or agency of the Trustee
therein specified.
If either the Master Servicer or the Company gives the notice specified
above, the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of Accrued Certificate Interest thereon for the related
Interest Accrual Period 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 righs with respect thereto except to
receive the purchase price therefor minus any costs and expenses associated with
such escrow account and notices allocated thereto. Any Certificates so purchased
or deemed to have been purchased on such Distribution Date shall remain
outstanding hereunder. The Master Servicer or the Company, as applicable, shall
be for all purposes the Holder thereof as of such date.
ARTICLE 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 prior to such
assignment and delegation will not be qualified, reduced or withdrawn as a
result of such assignment and delegation (as evidenced by a letter to such
effect from each Rating Agency). In the case of any such assignment and
delegation, the Master Servicer shall be released from its obligations under
this Agreement, except that the Master Servicer shall remain liable for all
liabilities and obligations incurred by it as Master Servicer hereunder prior to
the satisfaction of the conditions to such assignment and delegation set forth
in the next preceding sentence.
Section 6.03. Limitation on Liability of the Company, the Master
Servicer and Others.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Company, the Master Servicer or any such Person
against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Company, the Master Servicer and any
director, officer, employee or agent of the Company or the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Company,
the Master Servicer and any director, officer, employee or agent of the Company
or the Master Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder.
Neither the Company nor the Master Servicer shall be under any obligation
to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as if such expenses and costs constituted a Prepayment
Interest Shortfall.
Section 6.04. Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
ARTICLE 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 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, incuding, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential Funding
in its capacity as Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
Section 7.02. Trustee or Company to Act; Appointment of Successor.
On and after the time the Master Servicer receives a notice of termination
pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Trustee
or, upon notice to the Company and with the Company's consent (which shall not
be unreasonably withheld) a designee (which meets the standards set forth below)
of the Trustee, shall be the successor in all respects to the Master Servicer in
its capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer (except for the
responsibilities, duties and liabilities contained in Sections 2.02 and 2.03(a),
excluding the duty to notify related Subservicers or Sellers as set forth in
such Sections, and its obligations to deposit amounts in respect of losses
incurred prior to such notice or termination on the investment of funds in the
Custodial Account or the Certificate Account pursuant to Sections 3.07(c) and
4.01(b) by the terms and provisions hereof); provided, however, that any failure
to perform such duties or responsibilities caused by the preceding Master
Servicer's failure to provide information required by Section 4.04 shall not be
considered a default by the Trustee hereunder. As compensation therefor, the
Trustee shall be entitled to all funds relating to the Mortgage Loans which the
Master Servicer would have been entitled to charge to the Custodial Account or
the Certificate Account if the Master Servicer had continued to act hereunder
and, in addition, shall be entitled to the income from any Permitted Investments
made with amounts attributable to the Mortgage Loans held in the Custodial
Account or the Certificate Account. If the Trustee has become the successor to
the Master Servicer in accordance with Section 6.04 or Section 7.01, then
notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution,
which is also a FNMA- or FHLMC-approved mortgage servicing institution, having a
net worth of not less than $10,000,000 as the successor to the Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder. Pending appointment of a
successor to the Master Servicer hereunder, the Trustee shall become successor
to the Master Servicer and shall act in such capacity as hereinabove provided.
In connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the initial Master Servicer
hereunder. The Company, the Trustee, the Custodian and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. The Servicing Fee for any successor Master Servicer
appointed pursuant to this Section 7.02 will be lowered with respect to those
Mortgage Loans, if any, where the Subservicing Fee accrues at a rate of less
than 0.20% per annum in the event that the successor Master Servicer is not
servicing such Mortgage Loans directly and it is necessary to raise the related
Subservicing Fee to a rate of 0.20% per annum in order to hire a Subservicer
with respect to such Mortgage Loans.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the Master
Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected by a
default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 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.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and after
the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion the
notices, reports and statements required to be forwarded by the Trustee pursuant
to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a timely
fashion to the Master Servicer such information as the Master Servicer may
reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of the Trust Fund as a REMIC under the REMIC Provisions and (subject to Section
10.01(f)) to prevent the imposition of any federal, state or local income,
prohibited transaction, contribution or other tax on the Trust Fund to the
extent that maintaining such status and avoiding such taxes are reasonably
within the control of the Trustee and are reasonably within the scope of its
duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee by the Company or the Master Servicer and which
on their face, do not contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Certificateholders of any Class holding
Certificates which evidence, as to such Class, Percentage Interests
aggregating not less than 25% as to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of any default
(other than a default in payment to the Trustee) specified in clauses (i)
and (ii) of Section 7.01 or an Event of Default under clauses (iii), (iv)
and (v) of Section 7.01 unless a Responsible Officer of the Trustee
assigned to and working in the Corporate Trust Office obtains actual
knowledge of such failure or event or the Trustee receives written notice
of such failure or event at its Corporate Trust Office from the Master
Servicer, the Company or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision in
this Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance) or otherwise
incur any personal financial liability in the performance of any of its
duties as Trustee hereunder, or in the exercise of any of its rights or
powers, if the Trustee shall have reasonable grounds for believing that
repayment of funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall
have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby;
nothing contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (which has not been
cured), to exercise such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other
paper or document, unless requested in writing so to do by Holders of
Certificates of any Class evidencing, as to such Class, Percentage
Interests, aggregating not less than 50%; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such expense or
liability as a condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Master Servicer, if an Event of
Default shall have occurred and is continuing, and otherwise by the
Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys; and
(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its attorney-in-fact
for purposes of signing any Tax Returns required to be filed on behalf of
the Trust Fund. The Trustee shall sign on behalf of the Trust Fund and
deliver to the Master Servicer in a timely manner any Tax Returns prepared
by or on behalf of the Master Servicer that the Trustee is required to
sign as determined by the Master Servicer pursuant to applicable federal,
state or local tax laws, provided that the Master Servicer shall indemnify
the Trustee for signing any such Tax Returns that contain errors or
omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to
the effect that such contribution will not (i) cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding or (ii)
cause the Trust Fund to be subject to any federal tax as a result of such
contribution (including the imposition of any federal tax on "prohibited
transactions" imposed under Section 860F(a) of the Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document. Except as
otherwise provided herein, the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the Certificates or
of the proceeds of such Certificates, or for the use or application of any funds
paid to the Company or the Master Servicer in respect of the Mortgage Loans or
deposited in or withdrawn from the Custodial Account or the Certificate Account
by the Company or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and any
co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ, and the expenses incurred by the
Trustee or any co-trustee in connection with the appointment of an office or
agency pursuant to Section 8.12) except any such expense, disbursement or
advance as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to hold
the Trustee harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on its part, arising out of, or in connection
with, the acceptance and administration of the Trust Fund, including the costs
and expenses (including reasonable legal fees and expenses) of defending itself
against any claim in connection with the exercise or performance of any of its
powers or duties under this Agreement and the Custodial Agreement, provided
that:
(i) with respect to any such claim, the Trustee shall have given the
Master Servicer written notice thereof promptly after the Trustee shall
have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee
shall cooperate and consult fully with the Master Servicer in preparing
such defense; and
(iii) notwithstanding anything in this Agreement to the contrary,
the Master Servicer shall not be liable for settlement of any claim by the
Trustee entered into without the prior consent of the Master Servicer
which consent shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations created by
this Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the Master
Servicer in this Section 8.05(b) shall not pertain to any loss, liability or
expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Company. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Company may
remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Company determines that the Trustee has failed (i) to distribute or cause to
be distributed to the Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Company) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written notice of such failure, requiring that
the same be remedied, shall have been given to the Trustee by the Company, then
the Company may remove the Trustee and appoint a successor trustee by written
instrument delivered as provided in the preceding sentence. In connection with
the appointment of a successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the lesser of the then
current or original ratings on suc Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Company, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any successor
trustee hereunder), and the Company, the Master Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee may
be merged or converted or with which it may be consolidated or any corporation
or national banking association resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or
national banking association succeeding to the business of the Trustee, shall be
the successor of the Trustee hereunder, provided such corporation or national
banking association shall be eligible under the provisions of Section 8.06,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding. The
Trustee shall mail notice of any such merger or consolidation to the
Certificateholders at their address as shown in the Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article 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.
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 Four Xxxxxx 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.
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 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Company to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of all
Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan or, if less than such unpaid
principal balance, the fair market value of the related underlying
property of such Mortgage Loan with respect to Mortgage Loans as to which
title has been acquired if such fair market value is less than such unpaid
principal balance (net of any unreimbursed Advances attributable to
principal) on the day of repurchase plus accrued interest thereon at the
Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan) to, but not including, the first day of the month
in which such repurchase price is distributed, provided, however, that in
no event shall the trust created hereby continue beyond the expiration of
21 years from the death of the last survivor of the descendants of 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 the Trust Fund as a
REMIC.
The right of the Master Servicer or the Company to purchase all the assets
of the Trust Fund pursuant to clause (ii) above is conditioned upon the Pool
Stated Principal Balance as of the Final Distribution Date being less than ten
percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In addition, the
Master Servicer or the Company, as applicable, shall provide to the Trustee the
certification required by Section 3.15 and the Trustee and any Custodian shall,
promptly following payment of the purchase price, release to the Master Servicer
or the Company, as applicable, the Mortgage Files pertaining to the Mortgage
Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution as a
result of the exercise by the Company of its right to purchase the assets of the
Trust Fund, the Company shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise by the Master Servicer
or the Company of its right to purchase the assets of the Trust Fund or
otherwise). Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the
Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer or
the Company, as applicable (if it is exercising its right to purchase the assets
of the Trust Fund), or by the Trustee (in any other case) by letter to the
Certificateholders mailed not earlier than the 15th day and not later than the
25th day of the month next preceding the month of such final distribution
specifying:
(i) the anticipated Final Distribution Date upon which final payment
of the Certificates is anticipated to be made upon presentation and
surrender of Certificates at the office or agency of the Trustee therein
designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, and in the case of the Class A, Class M 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 Accrued Certificate Interest for the related
Interest Accrual Period thereon and any previously unpaid Accrued Certificate
Interest, subject to the priority set forth in Section 4.02(a), and (B) with
respect to the Class R Certificates, any excess of the amounts available for
distribution (including the repurchase price specified in clause (ii) of
subsection (a) of this Section) over the total amount distributed under the
immediately preceding clause (A).
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof), the Trustee shall on
such date cause all funds in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer or
the Company, as applicable (if it exercised its right to purchase the assets of
the Trust Fund), or the Trustee (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer or the Company, as applicable, to contact the
remaining Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the escrow
account. If within nine months after the second notice any Certificates shall
not have been surrendered for cancellation, the Trustee shall pay to the Master
Servicer or the Company, as applicable, all amounts distributable to the holders
thereof and the Master Servicer or the Company, as applicable, shall thereafter
hold such amounts until distributed to such holders. No interest shall accrue or
be payable to any Certificateholder on any amount held in the escrow account or
by the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Section 9.02. Additional Termination Requirements.
(a) The Trust Fund shall be terminated in accordance with the following
additional requirements, unless (subject to Section 10.01(f)) the Trustee and
the Master Servicer have received an Opinion of Counsel (which Opinion of
Counsel shall not be an expense of the Trustee) to the effect that the failure
of the Trust Fund to comply with the requirements of this Section 9.02 will not
(i) result in the imposition on the Trust of taxes on "prohibited transactions,"
as described in Section 860F of the Code, or (ii) cause the Trust Fund to fail
to qualify as a REMIC at any time that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation period
for the Trust Fund, as the case may be, and specify the first day of such
period in a statement attached to the Trust Fund's final Tax Return
pursuant to Treasury regulations Section 1.860F-1. The Master Servicer
also shall satisfy all of the requirements of a qualified liquidation for
the Trust Fund, as the case may be, under Section 860F of the Code and
regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the
time of making of the final payment on the Certificates, the Trustee shall
sell or otherwise dispose of all of the remaining assets of the Trust Fund
in accordance with the terms hereof; and
(iii) If the Master Servicer or the Company is exercising its right
to purchase the assets of the Trust Fund, the Master Servicer shall,
during the 90-day liquidation period and at or prior to the Final
Distribution Date, purchase all of the assets of the Trust Fund for cash;
provided, however, that in the event that a calendar quarter ends after
the commencement of the 90-day liquidation period but prior to the Final
Distribution Date, the Master Servicer or the Company shall not purchase
any of the assets of the Trust Fund prior to the close of that calendar
quarter.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for the Trust Fund at the expense of the Trust Fund
in accordance with the terms and conditions of this Agreement.
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the Trust Fund
as a REMIC under the Code and, if necessary, under applicable state law. Such
election will be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC election in respect of
the Trust Fund, each of the Class A (other than the Class A-3 Certificates),
Class M and Class B Certificates and the Uncertificated REMIC Regular Interests
shall be designated as the "regular interests" and the Class R Certificates
shall be designated as the sole class of "residual interests" in the REMIC. The
REMIC Administrator and the Trustee shall not permit the creation of any
"interests" (within the meaning of Section 860G of the Code) in the REMIC other
than the Certificates and the Uncertificated REMIC Regular Interests.
(b) The Closing Date is hereby designated as the "startup day" of the
Trust Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate representing
a 0.01% Percentage Interest of all Class R Certificates and shall be designated
as "the tax matters person" with respect to the REMIC in the manner provided
under Treasury regulations section 1.860F-4(d) and temporary Treasury
regulations section 301.6231(a)(7)-1T. Residential Funding, as tax matters
person, shall (i) act on behalf of the REMIC in relation to any tax matter or
controversy involving the Trust Fund and (ii) represent the Trust Fund in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and the REMIC Administrator shall be entitled to reimbursement
therefor out of amounts attributable to the Mortgage Loans on deposit in the
Custodial Account as provided by Section 3.10 unless such legal expenses and
costs are incurred by reason of the REMIC Administrator's willful misfeasance,
bad faith or gross negligence. If the REMIC Administrator is no longer the
Master Servicer hereunder, at its option the REMIC Administrator may continue
its duties as REMIC Administrator and shall be paid reasonable compensation not
to exceed $3,000 per year by any successor Master Servicer hereunder for so
acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of
the Tax Returns that it determines are required with respect to the REMIC
created hereunder and deliver such Tax Returns in a timely manner to the Trustee
and the Trustee shall sign and file such Tax Returns in a timely manner. The
expenses of preparing such returns shall be borne by the REMIC Administrator
without any right of reimbursement therefor. The REMIC Administrator agrees to
indemnify and hold harmless the Trustee with respect to any tax or liability
arising from the Trustee's signing of Tax Returns that contain errors or
omissions. The Trustee and Master Servicer shall promptly provide the REMIC
Administrator with such information as the REMIC Administrator may from time to
time request for the purpose of enabling the REMIC Administrator to prepare Tax
Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a Class
R Certificate such information as is necessary for the application of any tax
relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of each of the REMIC.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause the REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary
or desirable to maintain the status thereof as a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). The Master Servicer and the REMIC Administrator
shall not knowingly or intentionally take any action, cause the Trust Fund to
take any action or fail to take (or fail to cause to be taken) any action
reasonably within their respective control that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status of the
REMIC as a REMIC or (ii) result in the imposition of a tax upon the REMIC
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code) (either such event, in the absence of an Opinion
of Counsel or the indemnification referred to in this sentence, an "Adverse
REMIC Event") unless the Master Servicer or the REMIC Administrator, as
applicable, has received an Opinion of Counsel (at the expense of the party
seeking to take such action or, if such party fails to pay such expense, and the
Master Servicer or the REMIC Administrator, as applicable, determines that
taking such action is in the best interest of the Trust Fund and the
Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of the Master Servicer, the REMIC Administrator or the Trustee) to the
effect that the contemplated action will not, with respect to the REMIC created
hereunder, endanger such status or, unless the Master Servicer, the REMIC
Administrator or both, as applicable, determine in its or their sole discretion
to indemnify the Trust Fund against the imposition of such a tax, result in the
imposition of such a tax. Wherever in this Agreement a contemplated action may
not be taken because the timing of such action might result in the imposition of
a tax on the Trust Fund, or may only be taken pursuant to an Opinion of Counsel
that such action would not impose a tax on the Trust Fund, such action may
nonetheless be taken provided that the indemnity given in the prceding sentence
with respect to any taxes that might be imposed on the Trust Fund has been given
and that all other preconditions to the taking of such action have been
satisfied. The Trustee shall not take or fail to take any action (whether or not
authorized hereunder) as to which the Master Servicer or the REMIC
Administrator, as applicable, has advised it in writing that it has received an
Opinion of Counsel to the effect that an Adverse REMIC Event could occur with
respect to such action. In addition, prior to taking any action with respect to
the REMIC or its assets, or causing the REMIC to take any action, which is not
expressly permitted under the terms of this Agreement, the Trustee will consult
with the Master Servicer or the REMIC Administrator, as applicable, or its
designee, in writing, with respect to whether such action could cause an Adverse
REMIC Event to occur with respect to the REMIC, and the Trustee shall not take
any such action or cause the REMIC to take any such action as to which the
Master Servicer or the REMIC Administrator, as applicable, has advised it in
writing that an Adverse REMIC Event could occur. The Master Servicer or the
REMIC Administrator, as applicable, may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take
the action not expressly permitted by this Agreement, but in no event at the
expense of the Master Servicer or the REMIC Administrator. At all times as may
be required by the Code, the Master Servicer will to the extent within its
control and the scope of its duties more specifically set forth herein, maintain
substantially all of the assets of the REMIC as "qualified mortgages" as defined
in Section 860G(a)(3) of the Code and "permitted investments" as defined in
Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of
the REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of the REMIC as defined in Section
860G(c) of the Code, on any contributions to the REMIC after the Startup Day
therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by
the Code or any applicable provisions of state or local tax laws, such tax shall
be charged (i) to the Master Servicer, if such tax arises out of or results from
a breach by the Master Servicer of any of its obligations under this Agreement
or the Master Servicer has in its sole discretion determined to indemnify the
Trust Fund against such tax, (ii) to the Trustee, if such tax arises out of or
results from a breach by the Trustee of any of its obligations under this
Article X, or (iii) otherwise against amounts on deposit in the Custodial
Account as provided by Section 3.10 and on the Distribution Date(s) following
such reimbursement the aggregate of such taxes shall be allocated in reduction
of the Accrued Certificate Interest on each Class entitled thereto in the same
manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to the REMIC on a calendar
year and on an accrual basis or as otherwise may be required by the REMIC
Provisions.
(i) Following the Startup Day, neither the Master Servicer nor the Trustee
shall accept any contributions of assets to the REMIC unless (subject to Section
10.01(f)) the Master Servicer and the Trustee shall have received an Opinion of
Counsel (at the expense of the party seeking to make such contribution) to the
effect that the inclusion of such assets in the REMIC will not cause the REMIC
to fail to qualify as a REMIC at any time that any Certificates are outstanding
or subject the REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to Section
10.01(f)) enter into any arrangement by which the REMIC will receive a fee or
other compensation for services nor permit the REMIC to receive any income from
assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the
Code or "permitted investments" as defined in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations, the "latest possible maturity date" by which the Certificate
Principal Balance of each Class of Certificates (other than the Class A-3
Certificates) representing a regular interest in the REMIC would be reduced to
zero is October 25, 2012, which is the Distribution Date immediately following
the latest scheduled maturity of any Mortgage Loan. The latest possible Maturity
Date for each Uncertificated REMIC Regular Interest is October 25, 2012, which
is the Distribution Date immediately following the latest scheduled maturity
date of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the REMIC.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the REMIC, (iii) the termination of
the REMIC pursuant to Article IX of this Agreement or (iv) a purchase of
Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any
assets for the REMIC, nor sell or dispose of any investments in the Custodial
Account or the Certificate Account for gain nor accept any contributions to the
REMIC after the Closing Date unless it has received an Opinion of Counsel that
such sale, disposition, substitution or acquisition will not (a) affect
adversely the status of the REMIC as a REMIC or (b) unless the Master Servicer
has determined in its sole discretion to indemnify the Trust Fund against such
tax, cause the REMIC to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the REMIC
Administrator and the Master Servicer for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by the Trust
Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of
a breach of the REMIC Administrator's covenants set forth in this Article X and
with respect to compliance with the REMIC Provisions, including without
limitation, any penalties arising from the Trustee's execution of Tax Returns
prepared by the REMIC Administrator that contain errors or omissions; provided,
however, that such liability will not be imposed to the extent such breach is a
result of an error or omission in information provided to the REMIC
Administrator by the Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the Company,
the REMIC Administrator and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the REMIC Administrator or the Trustee, as a result
of a breach of the Master Servicer's covenants set forth in this Article 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.
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
Certificates, by virtue of their being the "residual interests" in the
REMIC, 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 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
(vi) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement which
shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an Opinion
of Counsel, adversely affect in any material respect the interests of any
Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66% of the Percentage Interests of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate,
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel (subject to Section 10.01(f) and at the expense
of the party seeking such amendment) to the effect that such amendment or the
exercise of any power granted to the Master Servicer, the Company or the Trustee
in accordance with such amendment will not result in the imposition of a federal
tax on the Trust Fund or cause the Trust Fund to fail to qualify as a REMIC at
any time that any Certificate is outstanding.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 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 the benefit of the Class B Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in the Trust
Fund. To the extent that any such instrument or fund constitutes a reserve fund
for federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of the Trust Fund, (ii) any such reserve
fund shall be owned by the Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of Treasury
Regulations Section 1.860G-2(h) as it reads as of the Cut-off Date. In
connection with the provision of any such instrument or fund, this Agreement and
any provision hereof may be modified, added to, deleted or otherwise amended in
any manner that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be made by written
instrument executed or consented to by the Company but without the consent of
any Certificateholder and without the consent of the Master Servicer or the
Trustee being required unless any such amendment would impose any additional
obligation on, or otherwise adversely affect the interests of the Class A
Certificateholders, the Class R Certificateholders, the Class M
Certificateholders, the Master Servicer or the Trustee, as applicable; provided
that the Company obtains (subject to Section 10.01(f)) an Opinion of Counsel
(which need not be an opinion of Independent counsel) o the effect that any such
amendment will not cause (a) any federal tax to be imposed on the Trust Fund,
including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code and (b) the Trust Fund to
fail to qualify as a REMIC at any time that any Certificate is outstanding. In
the event that the Company elects to provide such coverage in the form of a
limited guaranty provided by General Motors Acceptance Corporation, the Company
may elect that the text of such amendment to this Agreement shall be
substantially in the form attached hereto as Exhibit M (in which case
Residential Funding's Subordinate Certificate Loss Obligation as described in
such exhibit shall be established by Residential Funding's consent to such
amendment) and that the limited guaranty shall be executed in the form attached
hereto as Exhibit N, with such changes as the Company shall deem to be
appropriate; it being understood that the Trustee has reviewed and approved the
content of such forms and that the Trustee's consent or approval to the use
thereof is not required.
Section 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of any of the parties
hereto.
(b) No Certificateholder shall have any right to vote (except as expressly
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as hereinbefore provided, and unless also the Holders
of Certificates of any Class evidencing in the aggregate not less than 25% of
the related Percentage Interests of such Class, shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 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.
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, Corporate Trust Services Division, 0 Xxxx Xxxxx, Xxxxxx,
Xxxxxxxxxx 00000, Attention: Residential Accredit Loans, Inc. Series 1997-QS11
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 Moody's, 00 Xxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or such other address as may be hereafter
furnished to the Company, Trustee and Master Servicer by Moody's and (e) in the
case of DCR, 00 Xxxxx Xxxxxx, 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 DCR. 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,
(g) a change in the location of the Custodial Account or the
Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders
of any Class of Certificates resulting from the failure by the Master
Servicer to make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence of the
events described in clauses (d), (g) or (h) above, the Master Servicer shall
provide prompt written notice to each Rating Agency and the Subservicer of any
such event known to the Master Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08. Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a separate
Article hereto (a "Supplemental Article") for the purpose of resecuritizing any
of the Certificates issued hereunder, under the following circumstances. With
respect to any Class or Classes of Certificates issued hereunder, or any portion
of any such Class, as to which the Company or any of its Affiliates (or any
designee thereof) is the registered Holder (the "Resecuritized Certificates"),
the Company may deposit such Resecuritized Certificates into a new REMIC,
grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be
held by the Trustee pursuant to a Supplemental Article. The instrument adopting
such Supplemental Article shall be executed by the Company, the Master Servicer
and the Trustee; provided, that neither the Master Servicer nor the Trustee
shall withhold their consent thereto if their respective interests would not be
materially adversely affected thereby. To the extent that the terms of the
Supplemental Article do not in any way affect any provisions of this Agreement
as to any of the Certificates initially issued hereunder, the adoption of the
Supplemental Article shall not constitute an "amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
DOCSNY1:411472.4
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 ACCREDIT LOANS, INC.
[Seal]
By: /s/ Xxxxx Xxx Xxx
Name: Xxxxx Xxx Xxx
Title: Vice President
Attest: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Associate
Attest: /s/ Xxxxx Xxx Xxx
Name: Xxxxx Xxx Xxx
Title: Director
BANKERS TRUST COMPANY,
as Trustee
[Seal]
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President
Attest: /s/ Xxxxx Co
Name: Xxxxx Co
Title: Assistant Vice President
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of October, 1997 before me, a notary public in and for
said State, personally appeared Xxxxx Xxx Xxx, known to me to be a Vice
President of Residential Accredit Loans, Inc., one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of October, 1997 before me, a notary public in and for
said State, personally appeared Xxxxxxx X. Xxxxx, known to me to be an Associate
of Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 30th day of October, 1997 before me, a notary public in and for
said State, personally appeared Xxxx X. Xxxxxxx, known to me to be a Vice
President of Bankers Trust Company, the New York banking corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking corporation and acknowledged to me that
such banking 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]
DOCSNY1:411472.4 1
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986.
[THE 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 OCTOBER 30, 1997. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 100% OF THE PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN ISSUED
WITH NO MORE THAN $_____ OF OID PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE
PRINCIPAL BALANCE] [NOTIONAL AMOUNT], THE YIELD TO MATURITY IS ___% AND THE
AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN
$_______ PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE]
[NOTIONAL AMOUNT], COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS
MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE
PASS-THROUGH RATE.]
Certificate No. ____ [____%][Variable] Pass-Through Rate
[based on a Notional Amount]
Class A-__ Senior
Date of Pooling and Servicing Agreement
and Cut-off Date: October 1, 1997 [Percentage Interest: ___%]
Master Servicer: Aggregate Initial [Certificate
Residential Funding Corporation Principal Balance] [Class A-3 Notional
Amount] [Subclass Notional Amount] of
the Class A-__ Certificates:
$-------------
First Distribution Date: [Initial] [Certificate Principal
November 25, 1997 Balance] [Class A-3 Notional Amount]
[Subclass Notional Amount] of this
Certificate: $_____________
Assumed Final Distribution Date: CUSIP 76110F-_____
October 25, 2012
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1997-QS11
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 ACCREDIT LOANS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Accredit Loans,
Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group,
Inc. or any of their affiliates. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality or by Residential Accredit Loans, Inc., the Master Servicer, the
Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that _____________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate [(obtained by dividing
the [Initial Certificate Principal Balance] [Initial Class A-3 Notional Amount]
of this Certificate by the aggregate [Initial Certificate Principal Balance of
all Class A-___ Certificates] [Initial Class A-3 Notional Amounts of all Class
A-3 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 Accredit Loans, Inc.
(hereinafter called the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
the Company, the Master Servicer and Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain 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. [The Class A-3 Notional Amount of the Class A-3 Certificates
as of any date of determination is equal to the aggregate Stated Principal
Balance of the Mortgage Loans corresponding to the Uncertificated REMIC Regular
Interests represented by such Class A-3 Certificates.] [The Subclass Notional
Amount of the Class A-3-_ Certificates as of any date of determination is equal
to the aggregate Stated Principal Balance of the Mortgage Loans corresponding to
the Uncertificated REMIC Regular Interests represented by such Class A-3-_
Certificates immediately prior to such date.] [The Class A-3[-_] Certificates
have no Certificate Principal Balance.]
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] [Initial Class A-3 Notional Amount] [initial
Subclass Notional Amount] 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 Asset-Backed Pass-Through Certificates
of the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
Dated: October 30, 1997
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
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 Asset-Backed
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Signature by or on behalf of assignor
Signature Guaranteed
Dated:
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.
DOCSNY1:411472.4 1
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND CLASS R CERTIFICATES [CLASS M-1 CERTIFICATES] [AND CLASS M-2 CERTIFICATES]
AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS OCTOBER 30, 1997. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 100% OF THE 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.]
Certificate No. ____ [___]% Pass-Through Rate
Class M- Subordinate
Date of Pooling and Servicing Agreement
and Cut-off Date: October 1, 1997 [Percentage Interest: ___%]
Master Servicer: Aggregate Initial Certificate
Residential Funding Corporation Principal Balance of the Class M-__
Certificates: $_____________
First Distribution Date: Initial Certificate Principal Balance
November 25, 1997 of this Certificate: $_____________
Assumed Final Distribution Date: CUSIP 76110F-_____
October 25, 2012
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES 1997-QS11
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 ACCREDIT LOANS,
INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Accredit Loans,
Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group,
Inc. or any of their affiliates. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality or by Residential Accredit Loans, Inc., the Master Servicer, the
Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that _________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
Certificate Principal Balance of this Certificate by the aggregate Certificate
Principal Balance of all Class M-__ Certificates, both as specified above) in
certain distributions with respect to a Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans (the "Mortgage Loans"), formed and sold by Residential Accredit Loans,
Inc. (hereinafter called the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
the Company, the Master Servicer and Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class M-__ Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable hereto.
No transfer of this Class M Certificate will be made unless the Trustee
has received either (i) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer with
respect to the permissibility of such transfer under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the
Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class M Certificate will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or (ii) a representation letter, in the form as described by
the Agreement, either stating that the transferee is not an employee benefit or
other plan subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
Plan, or stating that the transferee is an insurance company, the source of
funds to be used by it to purchase the Certificate is an "insurance company
general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Section
III of PTCE 95-60.
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes designated as Mortgage Asset-Backed Pass-Through Certificates
of the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
Dated: October 30, 1997
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
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 Asset-Backed
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Signature by or on behalf of assignor
Signature Guaranteed
Dated:
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.
DOCSNY1:411472.4 1
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, CLASS R CERTIFICATES AND CLASS M CERTIFICATES AS DESCRIBED IN
THE AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS OCTOBER 30, 1997. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 100% OF THE 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.
Certificate No. ____ [___]% Pass-Through Rate
Class B-__ Subordinate
Date of Pooling and Servicing Agreement
and Cut-off Date: October 1, 1997 [Percentage Interest: ___%]
Master Servicer: Aggregate Initial Certificate
Residential Funding Corporation Principal Balance of the Class B-__
Certificates: $_____________
First Distribution Date: Initial Certificate Principal Balance
November 25, 1997 of this Certificate: $_____________
Assumed Final Distribution Date: CUSIP 76110F-_____
October 25, 2012
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES 1997-QS11
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 ACCREDIT LOANS,
INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Accredit Loans,
Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group,
Inc. or any of their affiliates. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality or by Residential Accredit Loans, Inc., the Master Servicer, the
Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that Residential Accredit Loans, Inc. is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Certificate Principal Balance of this Certificate by the aggregate
Certificate Principal Balance of all Class B-__ Certificates, both as specified
above) in certain distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Accredit Loans, Inc. (hereinafter called the "Company," which term includes any
successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Company, the Master Servicer and Bankers Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last day (or if such last day is
not a Business Day, the Business Day immediately preceding such last day) of the
month next preceding the month of such distribution (the "Record Date"), from
the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable hereto.
No transfer of this Class B Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is to be made, (i) the
Trustee or the Company may require an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee and the Company that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state
and (ii) the transferee shall execute an investment letter in the form described
by the Agreement. The Holder hereof desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee, the Company, the Master Servicer
and the Certificate Registrar acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require either (i) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee, the Company
and the Master Servicer with respect to the permissibility of such transfer
under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and Section 4975 of the Internal Revenue Code (the "Code") and stating, among
other things, that the transferee's acquisition of a Class B Certificate will
not constitute or result in a non-exempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the
form as described by the Agreement, either stating that the transferee is not an
employee benefit or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including
an investment manager, a nmed fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan, or stating that the transferee is an insurance company, the
source of funds to be used by it to purchase the Certificate is an "insurance
company general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Section
III of PTCE 95-60.
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes designated as Mortgage Asset-Backed Pass-Through Certificates
of the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
Dated: October 30, 1997
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
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 Asset-Backed
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Signature by or on behalf of assignor
Signature Guaranteed
Dated:
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.
DOCSNY1:411472.4 1
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) 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.
Certificate No. ____ [___]% Pass-Through Rate
Class R Senior
Date of Pooling and Servicing Agreement
and Cut-off Date: October 1, 1997 [Percentage Interest: ___%]
Master Servicer: Aggregate Initial Certificate
Residential Funding Corporation Principal Balance of the Class R-__
Certificates: $100
First Distribution Date: Initial Certificate Principal Balance
November 25, 1997 of this Certificate: $_____________
Assumed Final Distribution Date: CUSIP 76110F-_____
October 25, 2012
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES 1997-QS11
evidencing a percentage interest in any distributions allocable to the
Class R Certificates with respect to the Trust Fund consisting primarily
of a pool of conventional one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL ACCREDIT LOANS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Accredit Loans,
Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group,
Inc. or any of their affiliates. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality or by Residential Accredit Loans, Inc., the Master Servicer, the
Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that _________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
Initial Certificate Principal Balance of this Certificate by the aggregate
Initial Certificate Principal Balance of all Class R Certificates, both as
specified above) in certain distributions with respect to the Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Accredit Loans, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class R Certificates on such
Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be bound
by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
No transfer of this Class R Certificate will be made unless the Trustee
has received either (i) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer with
respect to the permissibility of such transfer under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the
Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class R Certificate will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or (ii) a representation letter, in the form as described by
the Agreement, stating that the transferee is not an employee benefit or other
plan subject to the prohibited transaction provisions of ERISA or Section 4975
of the Code (a "Plan"), or any other person (including an investment manager, a
named fiduciary or a trustee of any Plan) acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any Plan.
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes designated as Mortgage Asset-Backed Pass-Through Certificates
of the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purpose have
the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
Dated: October 30, 1997
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
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 Asset-Backed
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Signature by or on behalf of assignor
Signature Guaranteed
Dated:
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.
DOCSNY1:411472.4 1
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of October 1, 1997, by and among BANKERS TRUST
COMPANY, as Trustee (including its successors under the Pooling Agreement
defined below, the "Trustee"), RESIDENTIAL ACCREDIT LOANS, INC. (together with
any successor in interest, the "Company"), RESIDENTIAL FUNDING CORPORATION, as
master servicer (together with any successor in interest or successor under the
Pooling Agreement referred to below, the "Master Servicer"), and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and the Trustee have
entered into a Pooling and Servicing Agreement dated as of October 1, 1997,
relating to the issuance of Residential Accredit Loans, Inc., Mortgage
Asset-Backed Pass-Through Certificates, Series 1997-QS11 (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.
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. In the event that any
Mortgage Note or Assignment of Mortgage has been delivered to the Custodian by
the Company in blank, the Custodian, upon the direction of the Company, shall
cause each such Mortgage Note to be endorsed to the Trustee and each such
Assignment of Mortgage to be completed in the name of the Trustee prior to the
date on which such Interim Certification is delivered to the Trustee. Within 45
days of receipt of the documents required to be delivered pursuant to Section
2.01(c) of the Pooling Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section 2.02
of the Pooling Agreement, each such document, and shall deliver to the Trustee
either (i) an Interim Certification in the form attached hereto as Exhibit Two
to the effect that all such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification or (ii) a Final Certification as set
forth in subsection (c) below. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purpor to be on
their face. If in performing the review required by this Section 2.3 the
Custodian finds any document or documents constituting a part of a Mortgage File
to be defective in any material respect, the Custodian shall promptly so notify
the Company, the Master Servicer and the Trustee. Upon receipt of written
notification from the Master Servicer, signed by a Servicing Officer, that the
Master Servicer or a Subservicer, as the case may be, has made a deposit into
the Certificate Account in payment for the purchase of the related Mortgage Loan
in an amount equal to the Purchase Price for such Mortgage Loan, the Custodian
shall release to the Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required to be in the Mortgage
Files the Custodian shall deliver to the Trustee a Final Certification in the
form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage
Files.
Upon receipt of written request from the Trustee, the Custodian
shall as soon as practicable supply the Trustee with a list of all of the
documents relating to the Mortgage Loans then contained in the Mortgage Files.
Section 2.4. 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 the Mortgage File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan under any of the Required Insurance Policies. With such certificate, the
Master Servicer shall deliver to the Custodian a trust receipt signed by a
Servicing Officer on behalf of the Master Servicer, and upon receipt of the
foregoing, the Custodian shall deliver the Mortgage File to the Master Servicer.
The Master Servicer shall cause each Mortgage File so released to be returned to
the Custodian when the need therefor by the Master Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Custodial Account or
(ii) the Mortgage File or any document therein has been delivered to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered to the Custodian a certificate of a Servicing
Officer certifying as to the name and address of the Person to which such
Mortgage File or such document was delivered and the purpose or purposes of such
delivery. In the event of the liquidation of a Mortgage Loan, the Custodian
shall deliver the Trust Receipt with respect thereto to the Master Servicer upon
deposit of the related Liquidation Proceeds in the Custodial Account as provided
in the Pooling Agreement. In addition, upon the request of the Master Servicer,
the Custodian will send to th Master Servicer copies of any documents contained
in the Mortgage File so requested.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling Agreement, the Master Servicer shall notify the
Custodian that such assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and agent of the Trustee and has no instructions to hold any Mortgage
Note or Mortgage for the benefit of any person other than the Trustee, holds
such documents for the benefit of Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or other document constituting a part of a
Mortgage File shall be delivered by the Custodian to the Company or the Master
Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Company hereby agrees to indemnify
and hold the Custodian harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may
incur or with which the Custodian may be threatened by reason of its acting as
custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fee or
charge shall have been caused by reason of any negligent act, negligent failure
to act or willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time to
time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Mortgage Files and
no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7 and
shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
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 $10,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Company, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling Agreement and furnish
the Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be deemed a
contract made under the laws of the State of New York and shall be construed and
enforced in accordance with and governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
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.
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
BANKERS TRUST COMPANY,
as Trustee
Address:
0 Xxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attn: Residential Accredit Loans, Inc.
Series 1997-QS11
By:
Name:
Title:
RESIDENTIAL ACCREDIT LOANS, INC.
Address:
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:
Name:
Title: Vice President
RESIDENTIAL FUNDING CORPORATION,
as Master Servicer
Address:
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:
Name:
Title: Director
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
Address:
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:
Name:
Title:
STATE OF )
) ss.:
COUNTY OF )
On the 30th day of October, 1997, before me, a notary public in and
for said State, personally appeared _______________________, known to me to be a
______________ of Bankers Trust Company, the New York banking corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking corporation and acknowledged to me that
such banking 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]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of October, 1997, before me, a notary public in and
for said State, personally appeared ___________________, known to me to be a
Trust Officer of Norwest Bank Minnesota, National Association, a national
banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association,
and acknowledged to me that such national banking association executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of October, 1997, before me, a notary public in and
for said State, personally appeared ________________, known to me to be a Vice
President of Residential Accredit Loans, Inc., one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the 30th day of October, 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]
EXHIBIT ONE
FORM OF CUSTODIAN INITIAL CERTIFICATION
October 30, 1997
Bankers Trust Company
0 Xxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Residential Accredit Loans, Inc., Series 1997-QS11
Re: Custodial Agreement dated as of October 1, 1997, by and among
Bankers Trust Company, Residential Accredit Loans, Inc.,
Residential Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage Asset-Backed Pass-Through
Certificates, Series 1997-QS11
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:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
____________________, 1997
Bankers Trust Company
0 Xxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Residential Accredit Loans, Inc., Series 1997-QS11
Re: Custodial Agreement dated as of October 1, 1997, by and among
Bankers Trust Company, Residential Accredit Loans, Inc.,
Residential Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage Asset-Backed Pass-Through
Certificates, Series 1997-QS11
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:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1997
Bankers Trust Company
0 Xxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Residential Accredit Loans, Inc. Series 1997-QS11
Re: Custodial Agreement dated as of October 1, 1997, by and among
Bankers Trust Company, Residential Accredit Loans, Inc.,
Residential Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage Asset-Backed Pass-Through
Certificates, Series 1997-QS11
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule containing
(I) with respect to each such Mortgage Loan (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee or an
original lost note affidavit from the related Seller or Residential
Funding stating that the original Mortgage Note was lost, misplaced or
destroyed, together with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated
thereon or a copy of the Mortgage certified by the public recording office
in which such mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment
certified by the public recording office in which such assignment has been
recorded;
(iv) With respect to each Mortgage Loan other than a Cooperative
Loan, the original recorded assignment or assignments of the Mortgage
showing an unbroken chain of title from the originator thereof to the
Person assigning it to the Trustee or a copy of such assignment or
assignments of the Mortgage certified by the public recording office in
which such assignment or assignments have been recorded; and
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or a copy
of each modification, assumption agreement or preferred loan agreement
certified by the public recording office in which such document has been
recorded;
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with respect to
any Destroyed Mortgage Note, an original lost note affidavit from the related
Seller or Residential Funding stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with intervening
assignments showing an unbroken chain of title from such originator to the
Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument) executed in
blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan as
secured party, each with evidence of recording thereof, evidencing the interest
of the originator under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from the
originator to the Trustee, each with evidence of recording thereof, evidencing
the interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in
the Security Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an unbroken chain of title
from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as assignee and
an executed UCC-1 financing statement showing the Company as debtor and the
Trustee as secured party, each in a form sufficient for filing, evidencing the
interest of such debtors in the Cooperative Loans.
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:
DOCSNY1:411472.4 1
EXHIBIT F
MORTGAGE LOAN SCHEDULE
RUN ON : 10/21/97 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 07.45.38 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RALI 1997-QS11 15YR CUTOFF : 10/01/97
POOL : 0004265
:
:
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 #
______________________________________________________________________________
1419886 A12/K01 F 36,950.00 ZZ
180 33,999.74 2
000-000 XXXXXXXX XXXXX 9.000 374.77 85
8.750 374.77 43,500.00
XXXXXX XX 00000 1 06/13/95 23
0459905535 05 08/01/95 0
0101113 N 07/01/10
0
1419888 A12/K01 F 36,950.00 ZZ
180 33,999.74 2
000-000 XXXXXXXX XXXXX 9.000 374.77 85
8.750 374.77 43,500.00
XXXXXX XX 00000 1 06/13/95 23
0459905519 05 08/01/95 0
0101113 N 07/01/10
0
1422025 120/K01 F 29,300.00 ZZ
120 25,220.57 1
0000 XXXXXXX XXXXXX 9.350 376.73 85
9.100 376.73 34,500.00
XXXXXXXXXXXX XX 00000 5 08/02/95 10
0459907853 07 10/01/95 12
70045911 O 09/01/05
0
1454861 E22/K01 F 322,000.00 ZZ
180 301,924.19 1
0000 XXXXXXXXX XXXXX 8.500 3,170.86 77
8.250 3,170.86 420,000.00
XXX XXXXXXX XX 00000 2 12/04/95 00
0459969754 05 02/01/96 0
1
0410026942 N 01/01/11
0
1488774 A22/K01 F 89,500.00 ZZ
180 85,391.82 2
000-00 XXXXX XXXXXX 7.875 848.86 34
7.625 848.86 265,000.00
XXXXX XXXX XX 00000 2 06/07/96 00
0459950002 05 08/01/96 0
608879894 O 07/01/11
0
1494445 661/661 F 350,000.00 ZZ
180 302,843.81 1
PRIVATE HOUSE 3RD HOUSE 8.125 3,370.09 70
7.875 3,370.09 500,000.00
XXXXXXXXX XX 00000 5 04/28/94 00
1817516 05 06/01/94 0
1817516 O 05/01/09
0
1494510 661/661 F 716,000.00 ZZ
180 668,590.05 1
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1
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450590146 N 01/01/12
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1
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410323448 O 03/01/12
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1
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166 980,578.69 1
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1
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0
1566428 F03/G02 F 75,250.00 ZZ
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0410370142 05 05/01/97 30
410370142 O 04/01/12
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1567599 229/G02 F 100,800.00 ZZ
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1
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0
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0
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1
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0
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2841310 O 05/01/12
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1
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0430279182 09 08/01/97 0
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0430349795 05 09/01/97 0
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XXX XXXXX XX 00000 1 06/18/97 04
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1
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0430250787 03 07/01/97 0
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0
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0
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1
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1590415 E22/G02 F 144,000.00 ZZ
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1590417 765/G02 F 188,800.00 ZZ
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0
1590467 286/286 F 36,350.00 ZZ
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1590488 B75/G02 F 101,600.00 ZZ
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0
1590709 E22/G02 F 98,000.00 ZZ
180 96,928.85 1
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00000 XXXX XXXXXX 8.750 979.46 69
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1590754 076/076 F 226,350.00 ZZ
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1590758 405/405 F 43,200.00 ZZ
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4205506 N 06/01/12
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1590813 593/593 F 80,000.00 ZZ
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0
1590835 201/G02 F 55,000.00 ZZ
180 53,598.03 2
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0430260240 05 07/01/97 0
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1591343 313/G02 F 58,400.00 ZZ
180 57,912.29 1
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3900073986 O 05/01/12
0
1591401 B35/G02 F 33,000.00 ZZ
180 32,639.30 1
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8.000 1,406.70 300,000.00
MARLBORO NJ 07751 2 06/27/97 00
0410413926 03 08/01/97 0
410413926 O 07/01/12
0
1
1603171 E22/G02 F 49,950.00 ZZ
180 49,568.54 2
9519 MITCHELL 9.500 521.59 90
9.250 521.59 55,500.00
HAMTRAMCK MI 48212 1 06/20/97 04
0410396352 05 08/01/97 25
410396352 N 07/01/12
0
1603249 E22/G02 F 54,900.00 ZZ
180 54,475.98 1
1309 N 10TH STREET 9.375 569.15 90
9.125 569.15 61,000.00
MANHATTAN KS 66502 1 07/01/97 04
0410318380 05 08/01/97 25
410318380 N 07/01/12
0
1603305 757/757 F 60,000.00 ZZ
180 37,689.39 1
2917 AIRMAX ROAD 7.750 564.77 32
7.500 564.77 190,000.00
RALEIGH NC 27616 5 06/27/97 00
3147634 05 08/01/97 0
3147634 O 07/01/12
0
1603440 B75/G02 F 50,400.00 ZZ
180 49,997.42 1
58 LESTER ROAD 9.000 511.19 90
8.750 511.19 56,000.00
LAWRENCEVILLE GA 30244 1 06/25/97 12
0430294678 05 08/01/97 25
2953263 N 07/01/12
0
1603460 687/G02 F 108,000.00 ZZ
180 107,708.10 2
2316 HUGHES AVE 8.750 1,079.40 80
8.500 1,079.40 135,000.00
BRONX NY 10469 1 08/20/97 00
0430351403 05 10/01/97 0
1616404 O 09/01/12
0
1603477 225/225 F 41,850.00 ZZ
180 41,625.47 1
1617 SPRING STREET 8.875 421.37 90
8.625 421.37 46,500.00
1
KINGSPORT TN 37664 1 07/18/97 14
8051698 05 09/01/97 25
8051698 N 08/01/12
0
1603495 E22/G02 F 87,000.00 ZZ
180 86,289.41 4
1160 NE 25TH AVENUE 8.750 869.52 72
8.500 869.52 122,000.00
POMPANO BEACH FL 33062 1 07/03/97 00
0410453690 05 08/01/97 0
410453690 O 07/01/12
0
1603586 H05/H05 F 49,000.00 ZZ
180 48,731.17 1
512 JENNINGS STREET 8.625 486.12 82
8.375 486.12 60,000.00
ENDICOTT NY 13760 2 07/03/97 04
240140004 05 09/01/97 12
240140004 O 08/01/12
0
1603614 975/G02 F 115,450.00 ZZ
180 114,802.35 1
11114 WOODWARD AVENUE 8.375 1,128.44 70
LOS ANGELES 8.125 1,128.44 167,000.00
SUNLAND AREA CA 91040 2 07/01/97 00
0430296475 05 09/01/97 0
970788 O 08/01/12
0
1603714 664/G02 F 46,500.00 ZZ
180 46,111.65 1
1505 DIVISION AVENUE 8.500 457.91 75
8.250 457.91 62,000.00
TACOMA WA 98403 1 06/30/97 00
0430295022 05 08/01/97 0
2319945 N 07/01/12
0
1603864 688/G02 F 36,800.00 ZZ
180 35,992.47 1
503 KELSOE DRIVE 8.625 365.09 80
8.375 365.09 46,000.00
LUELLA TX 75090 1 06/30/97 00
0430298323 05 08/01/97 0
48246 N 07/01/12
0
1
1603877 286/286 F 38,700.00 ZZ
180 38,397.72 1
456 POGUE STREET 9.250 398.30 90
9.000 398.30 43,000.00
CEDAR HILL TX 75104 1 06/18/97 10
9174677 05 08/01/97 25
9174677 N 07/01/12
0
1603920 687/G02 F 24,600.00 ZZ
120 24,343.01 1
4806 KLONDIKE ROAD 8.875 309.96 65
8.625 309.96 38,000.00
CHARLESTON WV 25313 2 08/01/97 00
0430345090 05 09/01/97 0
1614339 O 08/01/07
0
1603960 317/G02 F 90,000.00 ZZ
180 89,197.13 1
3229 INDIAN CREEK ROAD 7.750 847.15 60
7.500 847.15 150,000.00
VIRGINIA BEACH VA 23457 1 06/20/97 00
0430295469 05 08/01/97 0
248167 O 07/01/12
0
1603984 561/561 F 62,000.00 ZZ
180 61,656.04 1
411 GUST LANE 8.500 610.54 85
8.250 610.54 73,000.00
PORTSMOUTH VA 23701 5 07/03/97 10
9078700 05 09/01/97 12
9078700 O 08/01/12
0
1604108 E67/G02 F 111,920.00 ZZ
180 111,256.54 1
1156 GOLDEN PHEASANT DRIVE 7.750 1,053.48 80
7.500 1,053.48 140,020.00
REDMOND OR 97756 1 07/07/97 00
0430295519 03 09/01/97 0
D06480 N 08/01/12
0
1604254 E22/G02 F 91,000.00 ZZ
180 90,392.56 1
1
3814 SOUTH 59TH COURT 8.500 896.11 73
8.250 896.11 125,000.00
CICERO IL 60804 2 07/01/97 00
0410328058 05 09/01/97 0
410328058 O 08/01/12
0
1604255 E22/G02 F 43,000.00 ZZ
180 42,656.55 1
416 THOMAS AVE 9.000 436.13 80
8.750 436.13 54,000.00
FERGUSON MO 63135 2 06/27/97 04
0410397400 05 08/01/97 12
410397400 N 07/01/12
0
1604483 286/286 F 47,600.00 ZZ
180 47,062.19 3
2821 FORT BLVD 8.375 465.26 70
8.125 465.26 68,000.00
EL PASO TX 79930 5 05/22/97 00
9174824 05 07/01/97 0
9174824 N 06/01/12
0
1604498 286/286 F 47,600.00 ZZ
180 47,062.19 3
2817 FORT BLVD 8.375 465.26 70
8.125 465.26 68,000.00
EL PASO TX 79930 5 05/22/97 00
9174826 05 07/01/97 0
9174826 N 06/01/12
0
1604525 E22/G02 F 142,400.00 ZZ
180 141,601.19 1
RT 3 BOX 240 8.375 1,391.85 80
8.125 1,391.85 178,000.00
STILLWATER OK 74074 1 07/09/97 00
0410428783 05 09/01/97 0
410428783 O 08/01/12
0
1604539 E22/G02 F 25,200.00 ZZ
180 25,075.07 1
3197 ALPENA STREET 9.750 266.96 90
9.500 266.96 28,000.00
BURTON MI 48529 1 07/08/97 04
0410456586 05 09/01/97 25
1
410456586 N 08/01/12
0
1604552 E22/G02 F 79,000.00 ZZ
180 78,382.97 2
4414 SPEEDWAY BOULEVARD 9.250 813.06 85
9.000 813.06 93,000.00
AUSTIN TX 78751 1 06/19/97 01
0410431910 05 08/01/97 20
410431910 N 07/01/12
0
1604557 E22/G02 F 25,850.00 ZZ
180 25,712.86 2
4416 HOOPER STREET 9.000 262.19 85
8.750 262.19 30,450.00
ZEPHYRHILLS FL 33540 1 07/08/97 04
0410457014 05 09/01/97 20
410457014 N 08/01/12
0
1604566 005/G02 F 92,950.00 ZZ
180 92,434.34 1
1420 W REGENCY OAKS DR 8.500 915.32 65
8.250 915.32 143,000.00
MOBILE AL 36609 5 07/28/97 00
0430306100 05 09/01/97 0
193435 N 08/01/12
0
1604570 687/G02 F 65,950.00 ZZ
180 65,604.03 3
704-06 SOULARD 9.125 673.82 90
8.875 673.82 73,300.00
ST LOUIS MO 63104 1 07/28/97 04
0430343178 05 09/01/97 25
114539 N 08/01/12
0
1604618 623/623 F 81,360.00 ZZ
180 80,688.05 1
1609-1611 WEALTHY STREET SE 8.625 807.16 90
8.375 807.16 90,400.00
EAST GRAND RAPI MI 49506 1 06/11/97 10
0926524 05 08/01/97 25
0926524 N 07/01/12
0
1
1604682 A48/G02 F 66,400.00 ZZ
180 66,043.77 1
3204 FOUR SEASONS BLVD 8.875 668.54 80
8.625 668.54 83,000.00
GREENSBORO NC 27406 2 08/01/97 00
0430374090 05 09/01/97 0
3000171330007 N 08/01/12
0
1604692 225/225 F 39,200.00 ZZ
180 38,893.68 1
3750 149TH STREET 8.875 394.69 70
8.625 394.69 56,000.00
TOLEDO OH 43611 5 07/22/97 00
8051648 05 09/01/97 0
8051648 N 08/01/12
0
1604693 225/225 F 39,200.00 ZZ
180 38,989.68 1
3746 149TH STREET 8.875 394.69 70
8.625 394.69 56,000.00
TOLEDO OH 43611 5 07/22/97 00
8051640 05 09/01/97 0
8051640 N 08/01/12
0
1604715 098/G02 F 101,400.00 ZZ
180 101,116.57 1
34 CAMPUS LANE 8.375 991.12 80
8.125 991.12 126,750.00
FARMINGVILLE NY 11738 1 08/11/97 00
0430340471 05 10/01/97 0
975701009 N 09/01/12
0
1604749 811/G02 F 86,250.00 T
180 86,014.25 1
2000 POMPELII COURT 8.625 855.67 75
8.375 855.67 115,000.00
FORT LAUDERDALE FL 33327 1 08/29/97 00
0430385369 09 10/01/97 0
FM00104799 O 09/01/12
0
1604751 225/225 F 22,400.00 ZZ
180 22,339.45 1
805 HIGHLAND HILL DRIVE 8.750 223.88 70
8.500 223.88 32,000.00
1
TUSKEGEE AL 36083 5 08/26/97 00
8050423 05 10/01/97 0
8050423 N 09/01/12
0
1604775 369/G02 F 40,000.00 ZZ
180 39,673.29 1
6242 WEST 875 SOUTH 8.750 399.78 42
8.500 399.78 96,000.00
KNIGHTSTOWN IN 46148 5 06/24/97 00
0430300459 05 08/01/97 0
60236494 N 07/01/12
0
1604818 369/G02 F 141,750.00 T
180 140,539.77 1
2829 FORMOSA BOULEVARD 8.250 1,375.18 70
8.000 1,375.18 202,549.00
KISSIMMEE FL 34747 1 06/20/97 00
0430302372 03 08/01/97 0
60777992 O 07/01/12
0
1604838 369/G02 F 55,350.00 ZZ
180 54,907.88 1
1890 LESLIE ANN LANE 9.000 561.40 90
8.750 561.40 61,500.00
OCOEE FL 34761 1 06/24/97 01
0430296954 05 08/01/97 25
60781622 N 07/01/12
0
1604890 E22/G02 F 172,000.00 ZZ
180 169,873.75 1
107-44 105TH STREET 8.500 1,693.75 80
8.250 1,693.75 215,000.00
OZONE PARK NY 11417 2 06/26/97 00
0410415004 05 08/01/97 0
410415004 O 07/01/12
0
1604900 229/G02 F 78,500.00 ZZ
180 78,500.00 1
1060 MEEKER DRIVE 8.125 755.87 74
7.875 755.87 107,000.00
KALAMA WA 98625 2 09/04/97 00
0430423681 05 11/01/97 0
7557119 O 10/01/12
0
1
1604918 E22/G02 F 63,000.00 ZZ
180 62,530.30 1
12054 NORTHWEST 11TH STREET 7.875 597.52 80
7.625 597.52 79,000.00
PEMBROKE PINES FL 33026 1 07/08/97 00
0410446744 01 09/01/97 0
410446744 O 08/01/12
0
1604933 076/076 F 90,000.00 ZZ
180 89,281.12 1
309 NOBLE DRIVE 9.000 912.84 64
8.750 912.84 142,000.00
BROOKHAVEN MS 39601 1 06/03/97 00
8207482 05 08/01/97 0
8207482 O 07/01/12
0
1604966 965/G02 F 52,650.00 ZZ
180 52,364.36 1
7240 EAST 38TH STREET 8.750 526.21 90
8.500 526.21 58,500.00
TUCSON AZ 85730 1 07/29/97 04
0430370049 07 09/01/97 25
208722 N 08/01/12
0
1604984 560/560 F 72,000.00 ZZ
180 71,405.35 3
58-60 SECOND STREET 8.625 714.30 55
8.375 714.30 133,000.00
KEYPORT NJ 07735 5 06/20/97 00
450752456 05 08/01/97 0
450752456 N 07/01/12
0
1604986 896/G02 F 150,000.00 ZZ
180 149,585.39 1
5098 VIKING WALK 8.500 1,477.11 74
8.250 1,477.11 205,000.00
MARIETTA GA 30068 5 08/18/97 00
0430378240 05 10/01/97 0
970308 O 09/01/12
0
1604989 560/560 F 142,800.00 ZZ
180 141,580.80 4
1
2748 ALDER CREEK DRIVE SOUTH 8.250 1,385.37 85
8.000 1,385.37 168,000.00
WHEATFIELD NY 14120 1 06/30/97 04
450764915 05 08/01/97 20
450764915 N 07/01/12
0
1605015 891/G02 F 46,550.00 ZZ
180 46,283.02 1
2A PRICES COURT 8.125 448.22 95
7.875 448.22 49,000.00
COLUMBIA SC 29202 1 07/24/97 12
0430329748 01 09/01/97 25
970715154 O 08/01/12
0
1605453 623/623 F 96,900.00 ZZ
180 95,875.56 2
2300 - 2302 NEW HOPE CHURCH 9.125 990.05 73
8.875 990.05 133,000.00
RALEIGH NC 27604 2 05/02/97 00
917813 05 07/01/97 0
917813 N 06/01/12
0
1605454 623/623 F 40,500.00 ZZ
180 39,962.78 1
3118 N THAYER 9.125 413.80 90
8.875 413.80 45,000.00
INDIANAPOLIS IN 46222 1 04/30/97 14
918993 05 06/01/97 25
918993 N 05/01/12
0
1605455 623/623 F 300,000.00 ZZ
180 296,647.71 1
8405 BAILEAU OAKS DRIVE 8.500 2,954.22 66
8.250 2,954.22 460,000.00
ADA MI 49301 1 05/30/97 00
922381 05 07/01/97 0
922381 O 06/01/12
0
1605456 623/623 F 40,500.00 ZZ
180 40,057.31 1
2848 HIGHGATE AVENUE 8.750 404.78 75
8.500 404.78 54,000.00
WYOMING MI 49509 5 05/22/97 00
922654 05 07/01/97 0
1
922654 N 06/01/12
0
1605457 623/623 F 55,000.00 T
180 54,535.59 1
9347 GEDMAN ROAD 8.375 537.58 39
8.125 537.58 142,000.00
BLUE LAKE TOWNS MI 49659 5 06/12/97 00
922708 05 08/01/97 0
922708 O 07/01/12
0
1605458 623/623 F 210,000.00 ZZ
180 206,362.33 1
19805 GILL 8.500 2,067.96 68
8.250 2,067.96 310,000.00
LIVONIA MI 48152 5 06/10/97 00
924515 05 08/01/97 0
924515 O 07/01/12
0
1605459 623/623 F 61,500.00 ZZ
180 60,812.80 1
2631 ROBERTA STREET 8.500 605.61 59
8.250 605.61 106,000.00
LARGO FL 33771 5 05/27/97 00
925798 05 07/01/97 0
925798 O 06/01/12
0
1605460 623/623 F 54,000.00 ZZ
180 53,563.81 1
5 SUNSET BLAVD 8.875 543.70 66
8.625 543.70 83,000.00
ORMOND BEACH FL 32176 5 06/05/97 00
925805 05 08/01/97 0
925805 N 07/01/12
0
1605461 623/623 F 40,000.00 ZZ
180 39,268.46 1
223 FAIRCROFT ROAD 8.750 399.78 20
8.500 399.78 200,000.00
BARTLETT IL 60103 5 06/13/97 00
926249 05 08/01/97 0
926249 O 07/01/12
0
1
1605462 623/623 F 181,000.00 ZZ
180 178,932.51 1
3N435 PATRICIA LANE 8.250 1,755.95 71
8.000 1,755.95 255,000.00
ELMHURST IL 60126 5 05/28/97 00
926268 05 07/01/97 0
926268 O 06/01/12
0
1605464 623/623 F 67,500.00 ZZ
180 66,954.78 1
3040 W MICHIGAN 8.875 679.62 67
8.625 679.62 102,000.00
KALAMAZOO MI 49006 5 06/06/97 00
927164 05 08/01/97 0
927164 N 07/01/12
0
1605465 623/623 F 60,000.00 ZZ
180 59,515.35 1
1123 LAFAYETTE 8.875 604.11 69
8.625 604.11 87,000.00
KALAMAZOO MI 49006 5 06/06/97 00
927166 05 08/01/97 0
927166 N 07/01/12
0
1605467 623/623 F 172,400.00 ZZ
180 170,928.12 1
3718 EDGEVALE 8.250 1,672.52 75
8.000 1,672.52 229,900.00
TOLEDO OH 43606 1 06/13/97 00
927829 05 08/01/97 0
927829 O 07/01/12
0
1605469 623/623 F 150,750.00 ZZ
180 149,088.82 1
7010 LIDO COURT 8.750 1,506.67 75
8.500 1,506.67 201,000.00
PARMA OH 44129 5 05/31/97 00
927992 05 07/01/97 0
927992 O 06/01/12
0
1605470 623/623 F 177,600.00 ZZ
180 176,133.22 1
7919 WINGATE DRIVE 8.625 1,761.93 54
8.375 1,761.93 335,000.00
1
GLENN DALE MD 20769 2 06/09/97 00
928129 05 08/01/97 0
928129 O 07/01/12
0
1605471 623/623 F 78,000.00 T
180 77,147.44 1
3257 AVON COURT 8.750 779.57 75
8.500 779.57 104,000.00
LAND O LAKES FL 34639 1 05/30/97 00
928159 03 07/01/97 0
928159 O 06/01/12
0
1605476 623/623 F 35,000.00 ZZ
180 34,694.53 1
13608 LA VILLA DRIVE 8.000 334.48 41
7.750 334.48 86,000.00
VICTORVILLE CA 92392 5 06/09/97 00
929264 05 08/01/97 0
929264 N 07/01/12
0
1605478 623/623 F 113,500.00 ZZ
180 111,881.68 1
2727 CAMP MITCHELL ROAD 7.750 1,068.35 69
7.500 1,068.35 165,500.00
LOGANVILLE GA 30249 1 06/16/97 00
930370 05 08/01/97 0
930370 O 07/01/12
0
1605479 623/623 F 52,000.00 T
180 51,546.17 1
1526 RIVERSIDE DRIVE 8.000 496.94 52
7.750 496.94 100,000.00
PROSPECT KY 40059 5 06/18/97 00
930949 05 08/01/97 0
930949 O 07/01/12
0
1605481 623/623 F 120,000.00 ZZ
180 118,688.38 4
1100-1106 ALAMEDA STREET 8.750 1,199.34 75
8.500 1,199.34 160,000.00
VALLEJO CA 94590 1 05/27/97 00
6213896 05 07/01/97 0
6213896 N 06/01/12
0
1
1605482 623/623 F 270,000.00 ZZ
180 266,813.03 1
6990 WHITESAND PLACE 7.875 2,560.82 42
7.625 2,560.82 648,500.00
MALIBU CA 90265 5 05/23/97 00
6233864 05 07/01/97 0
6233864 O 06/01/12
0
1605485 623/623 F 101,500.00 ZZ
180 100,301.93 1
4138 W CACTUS WREN DRIVE 7.875 962.68 80
7.625 962.68 126,922.00
PHOENIX AZ 85051 1 05/22/97 00
6235784 03 07/01/97 0
6235784 O 06/01/12
0
1605486 623/623 F 49,500.00 ZZ
180 48,958.95 1
2580 ROYENE DRIVE 8.750 494.73 90
8.500 494.73 55,000.00
PINETOP AZ 85935 1 05/23/97 10
6235800 09 07/01/97 25
6235800 N 06/01/12
0
1605488 623/623 F 79,000.00 ZZ
180 78,117.21 1
1718 SOUTH LONGMORE UNIT 119 8.500 777.95 84
8.250 777.95 94,500.00
MESA AZ 85202 2 05/21/97 10
6297822 09 07/01/97 25
6297822 N 06/01/12
0
1605582 757/757 F 49,950.00 ZZ
180 49,678.99 1
350 OAK TREE SQUARE 8.750 499.23 90
8.500 499.23 55,500.00
ATHENS GA 30606 1 07/15/97 10
3145018 01 09/01/97 25
3145018 N 08/01/12
0
1605598 687/G02 F 97,000.00 ZZ
180 96,734.87 1
1
7721 SOUTH CENTRAL 8.625 962.32 70
8.375 962.32 140,000.00
BURBANK IL 60459 2 08/05/97 00
0430343608 05 10/01/97 0
5E0587 O 09/01/12
0
1605675 E22/G02 F 31,500.00 ZZ
180 31,342.07 2
1032-34 FRENCHMAN STREET 9.625 331.31 90
9.375 331.31 35,000.00
NEW ORLEANS LA 70116 1 07/11/97 04
0410456180 05 09/01/97 25
410456180 N 08/01/12
0
1605677 E22/G02 F 152,000.00 ZZ
180 151,184.53 1
1411 NORTH LIMEKILN PIKE 8.875 1,530.40 80
8.625 1,530.40 190,000.00
DRESHER PA 19025 2 07/07/97 00
0410412977 05 09/01/97 0
410412977 O 08/01/12
0
1605706 E22/G02 F 58,000.00 ZZ
180 57,681.80 1
524 LAKE LOUISE CIRCLE 8.625 575.41 40
UNIT#501 8.375 575.41 145,000.00
NAPLES FL 34110 5 07/01/97 00
0410442248 01 09/01/97 0
410442248 O 08/01/12
0
1605708 E22/G02 F 26,250.00 T
180 26,102.75 1
25230 N.E. 133RD LANE 8.375 256.57 75
8.125 256.57 35,000.00
SALT SPRINGS FL 32134 1 07/09/97 00
0410456479 05 09/01/97 0
410456479 O 08/01/12
0
1605719 E22/G02 F 134,400.00 ZZ
180 133,646.06 1
2017 SEIDENBERG AVENUE 8.375 1,313.66 80
8.125 1,313.66 168,000.00
KEY WEST FL 33040 1 07/09/97 00
0410444426 05 09/01/97 0
1
410444426 O 08/01/12
0
1605720 286/286 F 31,875.00 ZZ
180 31,702.05 1
110 WELLINGTON DRIVE 8.750 318.58 75
8.500 318.58 42,500.00
FARMINGTON CT 06032 1 07/31/97 00
8676177 01 09/01/97 0
8676177 N 08/01/12
0
1605774 E26/G02 F 47,100.00 ZZ
180 43,502.03 1
RR2 BOX 1030 9.250 484.75 65
9.000 484.75 72,500.00
DRUMS PA 18222 1 06/25/97 00
0430340208 05 08/01/97 0
60700482 N 07/01/12
0
1605830 001/G02 F 87,375.00 ZZ
180 86,879.37 1
612 COLUMBUS AVENUE 2 8.250 847.67 75
8.000 847.67 116,500.00
BOSTON MA 02118 1 08/01/97 00
0430349126 01 09/01/97 0
1517511 N 08/01/12
0
1605840 387/387 F 64,500.00 T
180 63,771.29 1
12222 PARADISE VILLAGE PKWY S 8.375 630.44 62
UNIT # 209A 8.125 630.44 105,000.00
PHOENIX AZ 85032 2 05/19/97 00
1057736 01 07/01/97 0
1057736 O 06/01/12
0
1605929 560/560 F 48,150.00 ZZ
180 47,743.40 1
1436 HERITAGE LANDING 8.375 470.64 90
8.125 470.64 53,500.00
SAINT CHARLES MO 63303 1 06/26/97 21
450759097 01 08/01/97 25
450759097 N 07/01/12
0
1
1606066 129/G02 F 54,000.00 ZZ
180 54,000.00 3
94 WEST STREET 9.000 547.70 90
8.750 547.70 60,000.00
WORCESTER MA 01605 1 09/09/97 04
0430415240 05 11/01/97 25
9701026 N 10/01/12
0
1606069 129/G02 F 54,000.00 ZZ
180 54,000.00 3
4 DAYTON STREET 9.000 547.70 90
8.750 547.70 60,000.00
WORCESTER MA 01605 1 09/09/97 10
0430396622 05 11/01/97 25
9701026 N 10/01/12
0
1606084 375/G02 F 75,950.00 ZZ
180 75,134.72 1
1255 NORTH SIERRS STREET 9.000 770.34 90
8.750 770.34 84,390.00
RENO NV 89503 1 05/12/97 04
0430309385 05 07/01/97 25
659332 N 06/01/12
0
1606086 129/G02 F 63,750.00 ZZ
180 63,223.46 1
58252 BUTCHER RD 8.625 632.46 75
8.375 632.46 85,000.00
LAWRENCE MI 49064 5 06/16/97 00
0430298760 05 08/01/97 0
3800025920 O 07/01/12
0
1606107 375/G02 F 113,750.00 ZZ
180 111,896.45 2
575-577 EAST 25TH STREET 9.250 1,170.71 65
9.000 1,170.71 175,000.00
PATERSON NJ 07514 5 04/16/97 00
0430346197 05 06/01/97 0
654789 N 05/01/12
0
1606113 375/G02 F 120,000.00 ZZ
180 114,379.33 1
66 CROTON PLACE 9.000 1,217.12 37
8.750 1,217.12 330,000.00
1
PARAMUS NJ 07652 5 05/09/97 00
0430326280 05 07/01/97 0
657056 O 06/01/12
0
1606117 375/G02 F 85,400.00 ZZ
180 84,199.99 1
12701 CRUSTED BUTTE DRIVE 8.625 847.24 70
8.375 847.24 122,000.00
EAGLE RIVER AK 99577 5 04/08/97 00
0430309906 05 06/01/97 0
650165 N 05/01/12
0
1606121 375/G02 F 81,000.00 ZZ
180 79,876.96 1
928 COTORRO AVENUE 8.625 803.59 21
8.375 803.59 400,000.00
CORAL GABLES FL 33146 5 04/17/97 00
0430309898 05 06/01/97 0
653197 O 05/01/12
0
1606124 375/G02 F 41,600.00 ZZ
180 41,066.28 1
3754 BEL PRE RD 9.500 434.40 80
##9 9.250 434.40 52,000.00
SILVER SPRING MD 20906 1 04/17/97 00
0430298653 01 06/01/97 0
1654976 O 05/01/12
0
1606220 131/G02 F 127,800.00 ZZ
180 126,684.64 1
1616 SW 149TH AVENUE 8.000 1,221.32 80
7.750 1,221.32 159,800.00
PEMBROKE PINES FL 33027 1 06/30/97 00
0430300053 03 08/01/97 0
9816513 O 07/01/12
0
1606243 637/G02 F 123,200.00 ZZ
180 121,922.74 1
371 SIMPSON ROAD 8.000 1,177.37 80
7.750 1,177.37 154,000.00
BUXTON ME 04093 1 07/03/97 00
0430299677 05 08/01/97 0
9700576 O 07/01/12
0
1
1606279 E29/G02 F 27,000.00 ZZ
180 26,858.37 1
2525 NORTH BROADWAY 9.125 275.86 90
8.875 275.86 30,000.00
SHAWNEE OK 74801 1 07/11/97 04
0430306225 05 09/01/97 25
A19706053 N 08/01/12
0
1606294 498/G02 F 77,300.00 ZZ
180 76,661.58 1
3597 WILLOW WOOD WAY 8.625 766.88 90
8.375 766.88 85,900.00
LAWRENCEVILLE GA 30244 1 07/01/97 01
0430311050 05 08/01/97 25
NG N 07/01/12
0
1606659 874/G02 F 137,600.00 ZZ
180 136,819.51 4
2261-2263-2267 PATTON DRIVE 8.250 1,334.91 80
8.000 1,334.91 172,000.00
RENO NV 89512 2 07/28/97 00
0430325969 05 09/01/97 0
3714871 N 08/01/12
0
1606682 E22/G02 F 40,500.00 ZZ
180 40,303.75 2
2931 & 2933 SOUTH STAPLES STRE 10.000 435.22 90
9.750 435.22 45,000.00
CORPUS CHRISTI TX 78404 1 07/11/97 10
0410394621 05 09/01/97 25
410394621 N 08/01/12
0
1606694 E22/G02 F 45,900.00 ZZ
180 45,636.75 1
2100 TANGLEWILDE #491 8.125 441.96 90
7.875 441.96 51,000.00
HOUSTON TX 77063 1 07/11/97 12
0410428445 01 09/01/97 25
410428445 O 08/01/12
0
1606696 624/G02 F 36,750.00 ZZ
180 36,548.38 1
1
9440 DOTY 8.625 364.59 70
8.375 364.59 52,500.00
BEAUMONT TX 77706 5 07/30/97 00
0430332700 05 09/01/97 0
8500597001 N 08/01/12
0
1606708 874/G02 F 115,000.00 ZZ
180 114,347.70 2
410 & 410 1/2 VASSAR STREET 8.250 1,115.66 83
8.000 1,115.66 139,000.00
RENO NV 89502 5 07/28/97 04
0430325944 05 09/01/97 20
3714897 N 08/01/12
0
1606740 201/G02 F 58,400.00 ZZ
180 58,083.15 1
118 VINCENT AVENUE 8.750 583.68 80
8.500 583.68 73,000.00
STOCKBRIDGE GA 30281 1 07/09/97 04
0430300244 05 09/01/97 12
108372 N 08/01/12
0
1606797 687/G02 F 19,000.00 ZZ
180 18,851.59 2
827 KIRKPATRICK AVENUE 9.250 195.55 89
9.000 195.55 21,500.00
BRADDOCK PA 15104 1 07/01/97 01
0430301358 05 08/01/97 25
0200106048 N 07/01/12
0
1606826 E22/G02 F 16,850.00 ZZ
180 16,709.65 2
4902-4904 ORION AVENUE 9.250 173.42 80
9.000 173.42 21,075.00
INDIANAPOLIS IN 46201 1 07/01/97 00
0410419055 05 08/01/97 0
410419055 N 07/01/12
0
1606945 E26/G02 F 188,100.00 T
180 187,079.48 1
1414 OLD ROAD 8.750 1,879.97 90
8.500 1,879.97 209,000.00
CHAPIN SC 29036 1 07/30/97 01
0430333179 05 09/01/97 25
1
33700008 O 08/01/12
0
1607104 B75/G02 F 66,500.00 ZZ
180 65,932.26 1
3245 EAGLE WATCH DRIVE 8.250 645.14 20
8.000 645.14 334,000.00
WOODSTOCK GA 30189 2 06/27/97 00
0430301580 05 08/01/97 0
2872489 O 07/01/12
0
1607112 E22/G02 F 51,500.00 ZZ
180 51,106.69 1
1686 AVALON ROAD 9.500 537.78 70
9.250 537.78 74,000.00
CLEVELAND OH 44112 5 06/27/97 00
0410393631 05 08/01/97 0
410393631 N 07/01/12
0
1607135 131/G02 F 19,800.00 ZZ
180 19,594.61 1
4338 9TH STREET 9.500 206.76 90
9.250 206.76 22,000.00
EAST MOLINE IL 61244 1 07/01/97 11
0430303826 05 08/01/97 20
1071200 N 07/01/12
0
1607165 560/560 F 52,800.00 ZZ
180 52,500.49 3
10-12 ANDREWS AVE 8.250 512.24 55
8.000 512.24 96,000.00
WEST WARWICK RI 02893 5 07/25/97 00
450788187 05 09/01/97 0
450788187 N 08/01/12
0
1607183 225/225 F 12,000.00 ZZ
180 11,967.56 2
911 ROGERS ST 8.750 119.94 36
8.500 119.94 34,000.00
TOLEDO OH 43605 5 08/28/97 00
8055192 05 10/01/97 0
8055192 N 09/01/12
0
1
1607192 623/623 F 44,450.00 ZZ
180 44,082.88 2
7 - 9 MISSOURI AVENUE 8.625 440.98 70
8.375 440.98 63,500.00
ST CLOUD FL 34769 5 06/30/97 00
928115 05 08/01/97 0
928115 N 07/01/12
0
1607198 623/623 F 162,000.00 ZZ
180 160,391.47 1
99 LAKEVIEW LANE 8.875 1,631.09 75
8.625 1,631.09 216,000.00
SOUTH RUSSELL OH 44022 5 06/20/97 00
930068 05 08/01/97 0
930068 O 07/01/12
0
1607242 E22/G02 F 28,800.00 ZZ
180 28,653.94 1
1229 ADAMS STREET 9.500 300.74 90
9.250 300.74 32,000.00
SOUTH BEND IN 46628 1 07/08/97 04
0410455349 05 09/01/97 25
410455349 N 08/01/12
0
1607248 E22/G02 F 58,500.00 ZZ
180 57,777.33 1
7430 SUNSHINE SKYWAY LAND #206 9.500 610.87 65
9.250 610.87 91,000.00
ST PETERSBURG FL 33711 2 06/13/97 00
0410400030 06 08/01/97 0
410400030 N 07/01/12
0
1607260 E22/G02 F 206,700.00 T
180 204,420.09 1
11365 NORTHWEST 66TH STREET 8.250 2,005.28 75
8.000 2,005.28 275,620.00
MIAMI FL 33178 1 06/30/97 00
0410446736 03 08/01/97 0
410446736 O 07/01/12
0
1607264 E22/G02 F 150,000.00 ZZ
180 148,100.91 1
41864 PLUMTREE DR 8.000 1,433.48 57
7.750 1,433.48 263,480.00
1
STERLING HEIGHT MI 48314 4 06/20/97 00
0410167480 05 08/01/97 0
410167480 O 07/01/12
0
1607282 G81/G02 F 82,875.00 T
180 82,643.36 1
3725 S OCEAN DRIVE 8.375 810.04 75
UNIT 1517 8.125 810.04 110,500.00
HOLLYWOOD FL 33019 1 08/07/97 00
0430335927 06 10/01/97 0
021707056 O 09/01/12
0
1607297 G81/G02 F 45,000.00 ZZ
180 44,874.22 1
3694 ESTEPONA AVE 8.375 439.84 48
UNIT 17-A-2 8.125 439.84 95,000.00
MIAMI FL 33178 5 08/07/97 00
0430342089 03 10/01/97 0
021707072 O 09/01/12
0
1607313 G81/G02 F 52,000.00 ZZ
180 51,695.12 1
1698 JEFFERSON AVENUE 7.875 493.19 80
#11 7.625 493.19 65,000.00
MIAMI BEACH FL 33139 1 07/30/97 00
0430337444 01 09/01/97 0
21707082 O 08/01/12
0
1607347 H05/H05 F 56,000.00 ZZ
180 55,696.18 1
4130 ALESIA TO LINEBORO ROAD 8.750 559.69 44
8.500 559.69 130,000.00
MANCHESTER MD 21102 5 07/01/97 00
7060091 05 09/01/97 0
7060091 O 08/01/12
0
1607354 H05/H05 F 80,750.00 ZZ
180 80,216.45 1
117 CONNIE DRIVE 8.250 783.39 85
8.000 783.39 95,000.00
HENDERSONVILLE TN 37075 5 07/17/97 01
7060296 05 09/01/97 12
7060296 O 08/01/12
0
1
1607386 937/G02 F 93,600.00 ZZ
180 93,063.17 1
7608 PEACOCK AVENUE 8.125 901.26 80
7.875 901.26 117,000.00
LAS VEGAS NV 89128 1 07/17/97 00
0430300418 05 09/01/97 0
48759006 N 08/01/12
0
1607398 683/G02 F 88,000.00 ZZ
180 87,728.35 1
96 WALDEN POND DRIVE 7.250 803.32 80
7.000 803.32 110,000.00
NASHUA NH 03060 1 08/07/97 00
0430341701 01 10/01/97 0
110137 O 09/01/12
0
1607411 B49/G02 F 197,600.00 ZZ
180 195,949.82 4
1055 HOLLI SPRINGS LANE 8.500 1,945.85 85
8.250 1,945.85 232,500.00
COLORADO SPRING CO 80907 1 07/31/97 04
0430332759 05 09/01/97 25
211312 N 08/01/12
0
1607542 354/354 F 34,000.00 ZZ
180 32,954.78 1
1840 KIRKWOOD DRIVE 7.625 317.61 33
7.375 317.61 104,000.00
MACON GA 31201 1 11/04/96 00
2483322 05 01/01/97 0
2483322 O 12/01/11
0
1607543 354/354 F 118,600.00 ZZ
180 117,230.34 1
102 WILD TURKEY WAY 8.125 1,141.98 70
7.875 1,141.98 169,600.00
GREENVILLE SC 29617 1 05/02/97 00
24850083 05 07/01/97 0
24850083 O 06/01/12
0
1607546 354/354 F 163,293.00 ZZ
180 161,386.44 1
1
3396 SOUTHWEST 181ST TERRACE 8.000 1,560.52 75
7.750 1,560.52 217,725.00
MIRAMAR FL 33029 1 05/07/97 00
24946881 03 07/01/97 0
24946881 O 06/01/12
0
1607547 354/354 F 100,000.00 ZZ
180 98,519.69 1
9724 TAYLORS CROSSING CT 7.875 948.45 56
7.625 948.45 179,500.00
GLEN ALLEN VA 23060 1 04/17/97 00
24968075 05 06/01/97 0
24968075 O 05/01/12
0
1607548 354/354 F 48,500.00 ZZ
180 47,208.85 1
600 PENIEL ROAD 8.250 470.52 61
8.000 470.52 80,000.00
COLUMBUS NC 28722 1 01/27/97 00
2496923 05 03/01/97 0
2496923 O 02/01/12
0
1607550 354/354 F 225,600.00 ZZ
180 223,051.15 1
4401 DRUID LANE 8.375 2,205.08 62
8.125 2,205.08 365,000.00
UNIVERSITY PARK TX 75205 2 05/20/97 00
24989204 05 07/01/97 0
24989204 O 06/01/12
0
1607552 354/354 F 200,000.00 ZZ
180 197,639.28 1
1905 DEEP CREEK ROAD 7.875 1,896.90 64
7.625 1,896.90 315,000.00
OKLAHOMA CITY OK 73131 1 05/13/97 00
25084245 03 07/01/97 0
25084245 O 06/01/12
0
1607558 354/354 F 99,450.00 ZZ
180 97,977.80 1
4009 SEDGEWOOD LANE 7.875 943.24 63
7.625 943.24 158,000.00
GREENSBORO NC 27407 1 05/05/97 00
2513791 05 06/01/97 0
1
2513791 O 05/01/12
0
1607571 354/354 F 74,200.00 T
180 72,326.46 1
2651 NORTHEAST 15TH STREET 8.500 730.68 70
8.250 730.68 106,000.00
POMPANO BEACH FL 33062 1 05/30/97 00
25206921 03 07/01/97 0
25206921 O 06/01/12
0
1607591 354/354 F 103,000.00 ZZ
180 101,836.29 1
4224 GEORGIA 8.375 1,006.75 53
8.125 1,006.75 198,000.00
SPRINGDALE AR 72762 2 05/20/97 00
3009007 05 07/01/97 0
3009007 O 06/01/12
0
1607683 E22/G02 F 59,150.00 ZZ
180 58,698.28 1
7430 SUNSHINE SKYWAY LANE #806 9.500 617.66 65
9.250 617.66 91,000.00
ST PETERSBURG FL 33711 2 06/13/97 00
0410400048 06 08/01/97 0
410400048 N 07/01/12
0
1607697 961/G02 F 285,000.00 ZZ
180 282,429.74 1
10991 COVENTRY PLACE 7.625 2,662.27 79
7.375 2,662.27 362,000.00
(SANTA ANA AREA CA 92705 2 06/23/97 00
0430302216 05 08/01/97 0
09110147 O 07/01/12
0
1607718 E22/G02 F 36,850.00 ZZ
180 36,652.31 1
131 PRICE STREET 8.875 371.02 55
8.625 371.02 67,000.00
NAPLES FL 34112 5 07/18/97 00
0410445068 05 09/01/97 0
410445068 N 08/01/12
0
1
1607720 E22/G02 F 55,000.00 ZZ
180 54,681.06 1
4016 ESPERANZA CIRCLE 8.000 525.61 62
7.750 525.61 89,000.00
EL PASO TX 79922 1 07/16/97 00
0410470991 05 09/01/97 0
410470991 O 08/01/12
0
1607751 G30/G02 F 16,000.00 ZZ
180 15,954.26 1
225 COLEBROOK ROAD 8.125 154.07 12
7.875 154.07 138,000.00
FREDERICKSBURG VA 22405 5 08/07/97 00
0430340539 05 10/01/97 0
098376 O 09/01/12
0
1607779 317/G02 F 85,000.00 ZZ
180 84,049.96 1
2796 E HANCOCK COURT 7.875 806.19 43
7.625 806.19 198,470.00
LINDENHURST IL 60046 1 06/28/97 00
0430303958 03 08/01/97 0
249876 O 07/01/12
0
1607786 375/G02 F 100,000.00 ZZ
180 98,819.64 1
6 REGENT DRIVE 7.875 948.45 17
7.625 948.45 590,000.00
LAWRENCE NY 11559 5 05/12/97 00
0430309401 05 07/01/97 0
643866 O 06/01/12
0
1607834 590/G02 F 52,000.00 ZZ
180 51,848.06 1
15601 SW 302ND STREET 7.875 493.19 80
7.625 493.19 65,000.00
MIAMI FL 33033 1 08/28/97 00
0430375162 05 10/01/97 0
0501016486 N 09/01/12
0
1607843 E54/G02 F 44,400.00 ZZ
180 44,400.00 1
109 OAK TRAIL 7.875 421.11 32
7.625 421.11 140,000.00
1
BURLESON TX 76028 5 09/12/97 00
0430391482 05 11/01/97 0
217337 O 10/01/12
0
1607858 286/286 F 35,000.00 ZZ
180 34,803.66 1
492 OWAD RD 8.375 342.10 30
8.125 342.10 120,000.00
AIRVILLE PA 17302 1 07/18/97 00
8619004 05 09/01/97 0
8619004 O 08/01/12
0
1607887 685/G02 F 70,000.00 ZZ
180 69,611.65 1
925 ORANGE GROVE AVENUE 8.500 689.32 50
8.250 689.32 140,000.00
SAN FERNANDO CA 91340 5 07/11/97 00
0430303834 05 09/01/97 0
108254 O 08/01/12
0
1607893 514/G02 F 124,000.00 ZZ
180 123,288.82 4
325 SOUTH 5TH AVENUE 8.125 1,193.97 80
7.875 1,193.97 155,000.00
JACKSONVILLE BE FL 32250 1 07/11/97 00
0430304303 05 09/01/97 0
361965 N 08/01/12
0
1607896 514/G02 F 62,000.00 ZZ
180 61,473.09 1
3200 DUVAL STREET 8.750 619.66 61
8.500 619.66 102,800.00
AUSTIN TX 78705 1 06/30/97 00
0430304626 01 08/01/97 0
361764 N 07/01/12
0
1608450 757/757 F 96,300.00 ZZ
180 95,777.54 1
4122 BRIDGE COURT 8.750 962.47 90
8.500 962.47 107,000.00
WINTERVILLE NC 28590 1 07/22/97 01
3144714 05 09/01/97 25
3144714 N 08/01/12
0
1
1608451 757/757 F 50,000.00 ZZ
180 49,706.84 1
201 E 55TH ST 7.875 474.23 50
7.625 474.23 100,000.00
SAVANNAH GA 31405 5 07/23/97 00
3144896 05 09/01/97 0
3144896 N 08/01/12
0
1608510 180/G02 F 27,000.00 ZZ
180 26,779.48 1
206 SOUTH ROSE HILL ROAD 8.750 269.85 90
8.500 269.85 30,000.00
ROSE HILL KS 67113 1 07/02/97 04
0430303008 05 08/01/97 25
4690962 N 07/01/12
0
1608546 E08/G02 F 20,000.00 T
180 19,945.94 1
1000 NE 14 AVENUE 8.750 199.89 43
#101 8.500 199.89 47,500.00
HALLANDALE FL 33009 1 08/13/97 00
0430348060 08 10/01/97 0
213774HF O 09/01/12
0
1608549 A37/G02 F 92,300.00 ZZ
180 91,810.33 2
2819 S LOOMIS 9.000 936.17 85
8.750 936.17 108,700.00
CHICAGO IL 60608 2 07/18/97 04
0430330753 05 09/01/97 17
97W63173 O 08/01/12
0
1608559 225/225 F 99,000.00 ZZ
180 98,723.28 1
25 LONGBOW ROAD 8.375 967.66 36
8.125 967.66 282,000.00
DANVERS MA 01923 5 08/05/97 00
8056879 05 10/01/97 0
8056879 O 09/01/12
0
1608588 G81/G02 F 52,000.00 ZZ
180 52,000.00 1
1
11311 SW 186 STREET 8.875 523.56 69
8.625 523.56 76,000.00
MIAMI FL 33157 5 09/15/97 00
0430389619 05 11/01/97 0
21707096 N 10/01/12
0
1608657 E13/G02 F 101,250.00 ZZ
180 100,976.33 3
3652 WEST SHAKESPEARE AVENUE 8.750 1,011.95 75
8.500 1,011.95 135,000.00
CHICAGO IL 60647 5 08/20/97 00
0430390898 05 10/01/97 0
217915 O 09/01/12
0
1608674 286/286 F 50,400.00 ZZ
180 50,120.39 1
116 BRADLEE STREET 8.500 496.31 80
UNIT 7 8.250 496.31 63,000.00
HYDE PARK MA 02136 1 07/10/97 00
8639362 01 09/01/97 0
8639362 N 08/01/12
0
1608698 676/G02 F 50,000.00 ZZ
180 48,064.58 1
98-501 KOAUKA LOOP #A-207 8.250 485.08 39
8.000 485.08 129,000.00
AIEA HI 96701 5 06/27/97 00
0430335240 02 08/01/97 0
3001291872 O 07/01/12
0
1608724 E22/G02 F 98,400.00 ZZ
180 97,631.42 1
6079 W. GOLDRING ROAD 9.250 1,012.73 80
9.000 1,012.73 123,000.00
LAPORTE IN 46350 1 06/27/97 00
0410418214 05 08/01/97 0
410418214 O 07/01/12
0
1608736 E22/G02 F 29,200.00 ZZ
180 28,966.75 1
7228 RUTHERFORD AVE 9.000 296.17 80
8.750 296.17 36,500.00
DETROIT MI 48228 1 06/13/97 10
0410396675 05 08/01/97 12
1
410396675 N 07/01/12
0
1608743 E22/G02 F 41,500.00 ZZ
180 41,256.67 1
6300 SEAWALL BLVD 7.875 393.61 59
UNIT 1203 7.625 393.61 71,000.00
GALVESTON TX 77551 1 07/14/97 00
0410430193 20 09/01/97 0
410430193 N 08/01/12
0
1608748 E22/G02 F 27,000.00 ZZ
180 26,861.52 1
22787 PENNY LOOP 9.375 279.91 88
9.125 279.91 30,792.00
LAND OF LAKES FL 34639 1 07/18/97 04
0410454912 07 09/01/97 25
410454912 N 08/01/12
0
1608890 E53/G02 F 148,800.00 ZZ
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0
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10741 MIST HAVEN TERRACE 8.500 1,698.68 75
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ROCKVILLE MD 20852 2 09/05/97 00
8268005 09 11/01/97 0
8268005 O 10/01/12
0
1608929 E53/G02 F 148,800.00 ZZ
180 148,397.82 2
134 A & B SPARROW DR 8.750 1,487.18 80
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0
1
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180 45,233.21 1
1756 COLLEGE 7.875 431.55 70
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FERNDALE MI 48220 2 07/23/97 00
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001000009707607 N 08/01/12
0
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180 100,712.87 1
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#A254 8.750 1,026.94 135,000.00
MIAMI FL 33132 1 07/24/97 00
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970Z0524 O 08/01/12
0
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LAWRENCE KS 66046 1 07/14/97 04
0410428353 05 09/01/97 25
410428353 N 08/01/12
0
1609204 E22/G02 F 89,250.00 ZZ
180 88,754.87 1
17 IRIS COURT 8.500 878.88 75
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TINTON FALLS NJ 07724 5 07/17/97 00
0410381958 01 09/01/97 0
410381958 O 08/01/12
0
1609226 E22/G02 F 100,000.00 ZZ
180 99,457.47 2
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410433379 N 08/01/12
0
1609251 700/G02 F 176,000.00 ZZ
180 174,979.37 1
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123783 O 08/01/12
0
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180 56,236.26 1
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SAVANNAH GA 31410 2 07/09/97 00
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0
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ST LOUIS MO 63113 5 06/11/97 00
450744503 05 08/01/97 0
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0
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MIAMI FL 33165 5 07/02/97 00
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0
1609451 A06/G02 F 260,000.00 T
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PETOSKEY MI 49770 2 08/08/97 00
0430334458 01 10/01/97 0
001000009700117 O 09/01/12
0
1609457 E22/G02 F 98,600.00 ZZ
180 98,034.50 1
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BRIGHAM CITY UT 84302 2 07/18/97 23
0410464895 05 09/01/97 0
410464895 O 08/01/12
0
1
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180 139,223.32 1
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0410434245 05 09/01/97 12
410434245 N 08/01/12
0
1609581 638/G02 F 160,000.00 ZZ
180 159,062.67 1
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PALATINE IL 60074 1 08/11/97 00
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8656872 O 09/01/12
0
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221888 O 10/01/12
0
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975605109 O 09/01/12
0
1610566 369/G02 F 69,000.00 ZZ
180 68,617.19 1
2722 STETSON DRIVE 8.500 679.48 75
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HOUSTON TX 77043 1 07/07/97 00
0430307553 03 09/01/97 0
0060618048 O 08/01/12
0
1610574 369/G02 F 103,500.00 ZZ
180 102,879.71 1
1
255 ONEAWA STREET 7.625 966.82 69
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KAILUA HI 96734 1 07/11/97 00
0430326371 02 09/01/97 0
60104361 O 08/01/12
0
1610583 369/G02 F 86,400.00 T
180 85,931.24 1
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0
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180 25,884.41 1
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HOUSTON TX 77076 1 06/06/97 04
09176036 05 08/01/97 20
09176036 N 07/01/12
0
1610611 105/G02 F 33,800.00 ZZ
180 33,542.75 1
4526 LONGVALE DRIVE 8.500 332.84 90
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SAN ANTONIO TX 78217 1 07/18/97 04
0430414490 05 09/01/97 25
936724 N 08/01/12
0
1610672 560/560 F 71,600.00 ZZ
180 71,142.02 1
116 COFFEE VILLA ROAD 8.500 705.08 51
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SAVANNAH GA 31416 2 07/09/97 00
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450776810 O 08/01/12
0
1610697 E22/G02 F 33,750.00 ZZ
180 33,572.95 1
717 W. 5TH ST. 9.125 344.83 90
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TAYLOR TX 76574 1 07/18/97 04
0410473318 05 09/01/97 25
1
410473318 N 08/01/12
0
1610701 E22/G02 F 125,000.00 ZZ
180 124,290.97 1
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410433924 O 08/01/12
0
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8654670 O 09/01/12
0
1610939 G51/G02 F 81,600.00 ZZ
180 81,381.91 2
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AMHERST NY 14226 1 08/29/97 00
0430383604 05 10/01/97 0
221038 N 09/01/12
0
1610961 E13/G02 F 89,200.00 ZZ
180 88,942.22 1
5035 OLEANDER DRIVE 8.000 852.45 80
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WILMINGTON NC 28403 1 08/15/97 00
0430375279 05 10/01/97 0
215994 O 09/01/12
0
1610970 828/G02 F 139,000.00 ZZ
180 139,000.00 1
311 MOCKINGBIRD LANE 7.375 1,278.70 80
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WEATHERFORD TX 76086 2 09/05/97 00
0430386391 05 11/01/97 0
77030002 O 10/01/12
0
1
1611037 G92/G02 F 150,000.00 ZZ
180 149,130.15 1
616 DES MOINES PLACE 8.000 1,433.48 59
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SAN JOSE CA 95133 5 07/22/97 00
0430315838 05 09/01/97 0
213906 O 08/01/12
0
1611114 965/G02 F 85,425.00 ZZ
180 85,178.13 1
6510 WEST ORANGE DRIVE 8.000 816.37 85
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GLENDALE AZ 85301 5 08/20/97 19
0430349118 05 10/01/97 12
5133 O 09/01/12
0
1611163 E22/G02 F 27,000.00 T
180 26,574.91 1
6300 SEAWALL BLVD. 8.250 261.94 75
UNIT #9119 8.000 261.94 36,000.00
GALVESTON TX 77551 1 07/21/97 00
0410473185 20 09/01/97 0
410473185 O 08/01/12
0
1611181 909/G02 F 160,000.00 ZZ
180 159,082.35 1
1525 HILLSMONT DRIVE 8.125 1,540.61 80
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EL CAJON CA 92020 1 07/23/97 00
0430328658 05 09/01/97 0
6004714 O 08/01/12
0
1611183 E22/G02 F 45,600.00 T
180 45,352.60 1
921 MARINE DRIVE UNIT #340 8.750 455.75 80
8.500 455.75 57,000.00
GALVESTON TX 77550 1 07/18/97 10
0410471684 01 09/01/97 12
410471684 O 08/01/12
0
1611226 225/225 F 136,000.00 ZZ
180 135,593.75 1
6231 WEST BERENICE 7.625 1,270.42 78
7.375 1,270.42 174,500.00
1
CHICAGO IL 60634 2 08/13/97 00
805475200 05 10/01/97 0
805475200 O 09/01/12
0
1611283 907/G02 F 70,000.00 ZZ
180 70,000.00 2
509 5TH AVE 8.000 668.96 47
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BRADLEY BEACH NJ 07720 5 08/14/97 00
0430373019 05 11/01/97 0
NG O 10/01/12
0
1611297 B75/G02 F 46,800.00 ZZ
180 46,800.00 1
5844 WALLACE ROAD 8.125 450.63 90
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HAMMOND IN 46320 2 09/11/97 04
0430391490 05 11/01/97 25
2934164 O 10/01/12
0
1611301 403/403 F 325,000.00 ZZ
180 323,073.42 3
74 BYRAM TERRACE 7.750 3,059.15 69
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GREENWICH CT 06831 1 07/24/97 00
6576136 05 09/01/97 0
6576136 N 08/01/12
0
1611313 253/253 F 28,800.00 ZZ
180 28,640.22 1
3804 OSCAR 8.500 283.61 90
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FORT WORTH TX 76106 1 07/18/97 04
900532 05 09/01/97 25
900532 N 08/01/12
0
1611318 514/G02 F 68,250.00 ZZ
180 67,706.56 2
5252-5254 KARL ROAD 8.750 682.12 65
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COLUMBUS OH 43224 5 07/21/97 00
0430326389 05 09/01/97 0
362114 N 08/01/12
0
1
1611319 003/G02 F 147,650.00 ZZ
180 146,803.17 1
4511 DRIFTWATER ROAD 8.125 1,421.70 80
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DULUTH GA 30136 1 07/14/97 00
0430310003 03 09/01/97 0
3842531 O 08/01/12
0
1611336 E22/G02 F 37,800.00 ZZ
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57999 ELLIS STREET 9.500 394.72 90
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ELKHART IN 46517 1 07/10/97 04
0410455380 05 09/01/97 25
410455380 N 08/01/12
0
1611338 286/286 F 49,950.00 ZZ
180 49,682.01 1
512-514 9TH ST 8.875 502.92 90
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ALTOONA PA 16602 1 07/25/97 10
8596069 05 09/01/97 25
8596069 N 08/01/12
0
1611484 F46/G02 F 350,000.00 ZZ
180 348,954.51 1
115 SOUTH 92ND STREET 7.625 3,269.45 52
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OMAHA NE 68114 5 08/18/97 00
0430368928 05 10/01/97 0
123199 O 09/01/12
0
1612112 129/G02 F 68,250.00 ZZ
180 67,157.10 1
120 MT CARMEL CHURCH ROAD 9.125 697.32 65
8.875 697.32 105,000.00
TEMPLE GA 30179 5 06/12/97 00
0430329185 05 08/01/97 0
3900080064 O 07/01/12
0
1612126 B75/G02 F 45,000.00 T
180 44,727.48 1
1
16 GENE DRIVE 8.500 443.13 53
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PAYSON AZ 85541 1 07/11/97 00
0430329359 05 09/01/97 0
2964146 O 08/01/12
0
1612137 E22/G02 F 27,900.00 ZZ
180 27,755.29 1
111 S. RONEY 9.250 287.14 90
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CARL JUNCTION MO 64834 1 07/21/97 04
0410428346 05 09/01/97 25
410428346 N 08/01/12
0
1612166 E22/G02 F 15,750.00 ZZ
180 15,673.68 1
18317 GREENFIELD AVENUE 10.000 169.25 90
9.750 169.25 17,500.00
DETROIT MI 48235 1 07/29/97 10
0410395941 07 09/01/97 25
410395941 N 08/01/12
0
1612235 246/G02 F 50,000.00 ZZ
180 49,553.96 1
1721 TOTANKA LANE 7.750 470.64 37
7.500 470.64 136,500.00
KNOXVILLE TN 37931 1 07/11/97 00
0430327106 05 09/01/97 0
025095 O 08/01/12
0
1612251 687/G02 F 77,600.00 ZZ
180 77,600.00 1
4133 PAXTON AVENUE 8.625 769.85 80
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CINCINNATI OH 45209 1 09/11/97 00
0430391664 05 11/01/97 0
1621068 N 10/01/12
0
1612253 B24/G02 F 140,000.00 ZZ
180 139,572.53 1
496 RIDGE ROAD 7.375 1,287.89 62
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SOUTH BRUNSWICK NJ 08852 5 08/15/97 00
0430336271 05 10/01/97 0
1
00000 O 09/01/12
0
1612351 E13/G02 F 99,000.00 ZZ
180 98,726.35 1
4101 OLIVER STREET 8.500 974.90 90
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HYATTSVILLE MD 20782 1 08/29/97 01
0430390468 05 10/01/97 25
213595 N 09/01/12
0
1612353 601/G02 F 855,000.00 ZZ
180 852,417.79 1
16300 CANTRELL 7.500 7,925.96 60
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LITTLE ROCK AR 72212 2 08/25/97 00
0430389940 05 10/01/97 0
1161137 O 09/01/12
0
1612358 375/G02 F 103,500.00 ZZ
180 102,291.59 1
20 EAST MAPLE STREET 8.000 989.10 90
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TEANECK NJ 07666 2 05/30/97 04
0430310953 01 07/01/97 25
659806 N 06/01/12
0
1612667 286/286 F 31,500.00 ZZ
180 31,259.42 1
699 S MAIN ST 9.500 328.94 90
UNIT 426 9.250 328.94 35,000.00
TORRINGTON CT 06790 1 06/30/97 04
8675690 01 08/01/97 25
8675690 N 07/01/12
0
1612721 286/286 F 47,000.00 ZZ
180 46,742.14 1
625 NORTH ST 8.625 466.28 56
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MCSHERRYSTOWN PA 17344 5 07/22/97 00
8619022 05 09/01/97 0
8619022 N 08/01/12
0
1
1612853 E22/G02 F 85,600.00 ZZ
180 85,135.59 3
2623 HAMPSHIRE RD 8.750 855.53 80
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CLEVELAND HTS OH 44118 1 07/25/97 23
0410454466 05 09/01/97 0
410454466 N 08/01/12
0
1612857 E22/G02 F 23,800.00 ZZ
180 23,676.54 1
357 NORTH 6TH STREET 9.250 244.95 70
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COSBY MO 64436 5 07/25/97 00
0410469357 05 09/01/97 0
410469357 N 08/01/12
0
1612876 561/561 F 50,000.00 ZZ
180 49,719.50 1
4 CEDAR TERRACE 8.375 488.72 31
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DENVILLE NJ 07834 5 07/25/97 00
9072109 05 09/01/97 0
9072109 O 08/01/12
0
1612910 253/253 F 80,000.00 ZZ
180 79,530.95 1
3230 SOUTHWESTERN DR 7.875 758.76 73
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MANVEL TX 77578 1 07/23/97 00
900792 05 09/01/97 0
900792 O 08/01/12
0
1614012 B90/G02 F 65,600.00 ZZ
180 65,418.68 4
813 BUCKBEE STREET 8.500 645.99 80
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ROCKFORD IL 61104 1 08/29/97 00
0430396630 05 10/01/97 0
900534191 N 09/01/12
0
1614037 E22/G02 F 360,000.00 ZZ
180 357,957.98 1
14101 INDIO DRIVE 8.250 3,492.51 72
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1
SLOUGHHOUSE CA 95683 5 07/25/97 00
0410466684 05 09/01/97 0
410466684 O 08/01/12
0
1614092 896/G02 F 71,200.00 ZZ
180 71,003.20 1
1076 MCMILLAN STREET 8.500 701.13 80
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ATLANTA GA 30318 1 08/28/97 00
0430381095 05 10/01/97 0
0217075 O 09/01/12
0
1614103 696/G02 F 371,000.00 ZZ
180 369,009.59 1
9710 GLYNSHIRE WAY 8.875 3,735.39 70
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POTOMAC MD 20854 1 07/31/97 00
0430333252 03 09/01/97 0
6090954 O 08/01/12
0
1614163 180/G02 F 30,000.00 ZZ
180 29,837.25 1
4411 SPARROW CREEK 8.750 299.83 45
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SAN ANTONIO TX 78238 5 07/07/97 00
0430337956 05 09/01/97 0
4998274 N 08/01/12
0
1614166 757/757 F 48,600.00 ZZ
180 48,461.09 1
208 RICHARDS STREET 8.125 467.97 90
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CARROLLTON GA 30117 1 08/05/97 01
3145000 05 10/01/97 25
3145000 N 09/01/12
0
1614463 180/G02 F 41,400.00 ZZ
180 41,172.87 2
1031 BAILEY AVENUE 8.625 410.72 90
8.375 410.72 46,000.00
SAN ANTONIO TX 78210 1 07/16/97 04
0430335182 05 09/01/97 25
4707469 N 08/01/12
0
1
1614467 253/253 F 63,900.00 ZZ
180 63,553.32 2
912 914 AUSTIN ST 8.750 638.65 90
8.500 638.65 71,000.00
DENTON TX 76201 1 07/31/97 10
331418 05 09/01/97 20
331418 N 08/01/12
0
1614540 H22/G02 F 224,250.00 ZZ
180 223,630.16 1
211-30 34TH ROAD 8.500 2,208.28 65
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BAYSIDE NY 11361 5 08/15/97 00
0430346692 05 10/01/97 0
9707019 N 09/01/12
0
1614741 225/225 F 75,000.00 ZZ
180 74,773.49 1
6 HOLLY CIRCLE 7.500 695.26 32
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MONSEY NY 10952 2 08/22/97 00
8057836 05 10/01/97 0
8057836 O 09/01/12
0
1614778 F03/G02 F 111,800.00 ZZ
180 111,800.00 1
6112 SOUTH MIDDLEFIELD ROAD 7.750 1,052.35 49
7.500 1,052.35 230,000.00
LITTLETON CO 80123 5 09/05/97 00
0430389528 05 11/01/97 0
DEN11278 O 10/01/12
0
1614824 A33/G02 F 50,400.00 ZZ
180 50,268.31 2
2014 BAYER AVENUE 9.125 514.94 90
8.875 514.94 56,000.00
FORT WAYNE IN 46805 1 08/18/97 04
0430373936 05 10/01/97 20
9041176 N 09/01/12
0
1614849 H34/G02 F 41,000.00 T
180 40,881.51 1
1
HCR 60, BOX 138R 8.000 391.82 64
7.750 391.82 65,000.00
PINEVILLE MO 64856 2 08/15/97 00
0430336115 05 10/01/97 0
218566 O 09/01/12
0
1614987 G51/G02 F 19,950.00 ZZ
180 19,846.50 2
838 LAFAYETTE STREET 9.250 205.33 95
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JAMESTOWN NY 14701 1 07/31/97 04
0430335091 05 09/01/97 30
214365 O 08/01/12
0
1615039 180/G02 F 76,900.00 ZZ
180 76,687.45 1
2728 BEDFORD WAY 8.500 757.26 90
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TALLAHASSEE FL 32308 1 08/21/97 10
0430376749 05 10/01/97 25
0012048039 N 09/01/12
0
1615054 638/G02 F 66,100.00 ZZ
180 65,925.32 2
81-83 QUAKER ROAD 9.000 670.43 90
8.750 670.43 73,450.00
HYANNIS MA 02601 1 09/04/97 14
0430394361 05 10/01/97 25
08661285 N 09/01/12
0
1615055 638/G02 F 66,100.00 ZZ
180 65,925.32 2
64-66 QUAKER ROAD 9.000 670.43 90
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HYANNIS MA 02601 1 09/04/97 14
0430394486 05 10/01/97 25
08661293 N 09/01/12
0
1615134 966/G02 F 45,850.00 ZZ
180 45,720.41 1
4117 A-B BILL OWENS PARKWAY 8.250 444.81 70
8.000 444.81 65,500.00
LONGVIEW TX 75605 5 08/28/97 00
0430380741 05 10/01/97 0
1
30004087 N 09/01/12
0
1615302 757/757 F 89,100.00 ZZ
180 88,600.17 1
180 BUNKER DRIVE 8.375 870.89 90
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ATHENS GA 30607 1 07/31/97 10
2145208 05 09/01/97 25
2145208 N 08/01/12
0
1615319 286/286 F 32,000.00 ZZ
180 31,822.47 1
313 MARSHALL ST 8.500 315.12 80
8.250 315.12 40,000.00
CLINTON TN 37716 1 07/31/97 00
8661018 05 09/01/97 0
8661018 N 08/01/12
0
1615385 560/560 F 31,550.00 ZZ
180 31,371.04 1
87 BLUESTONE DRIVE 8.250 306.08 54
8.000 306.08 58,900.00
NASHUA NH 03060 5 07/09/97 00
450773296 01 09/01/97 0
450773296 N 08/01/12
0
1615387 560/560 F 177,000.00 ZZ
180 174,978.06 1
765 PEMBERTON 8.125 1,704.31 60
7.875 1,704.31 295,000.00
GROSSE POINTE P MI 48230 1 07/07/97 00
450772132 05 09/01/97 0
450772132 O 08/01/12
0
1615388 560/560 F 44,100.00 ZZ
180 43,847.05 1
4266 NW 114TH TERRACE #66 8.125 424.64 90
7.875 424.64 49,000.00
CORAL SPRINGS FL 33065 1 07/15/97 21
450778451 07 09/01/97 25
450778451 N 08/01/12
0
1
1615445 882/G02 F 22,500.00 ZZ
180 22,437.80 1
4899 NW 26 COURT 8.500 221.57 75
UNIT 448 8.250 221.57 30,000.00
LAUDERDALE LAKE FL 33313 1 08/29/97 00
0430377523 01 10/01/97 0
975214 O 09/01/12
0
1615495 638/G02 F 68,000.00 ZZ
180 67,812.05 1
265 HALLTOWN ROAD 8.500 669.62 85
8.250 669.62 80,000.00
MARYDEL DE 19964 5 08/20/97 04
0430374132 05 10/01/97 12
08657501 O 09/01/12
0
1615543 757/757 F 40,600.00 ZZ
180 40,489.02 2
410-412 NORTH BLUFF ROAD 8.625 402.79 70
8.375 402.79 58,000.00
ATHENS GA 30607 1 08/07/97 00
3145190 05 10/01/97 0
3145190 N 09/01/12
0
1615612 927/G02 F 39,000.00 ZZ
180 38,788.41 1
335 NORTH FORK AVENUE 8.750 389.79 71
8.500 389.79 55,000.00
PAONIA CO 81428 2 07/14/97 00
0430336446 05 09/01/97 0
300137 O 08/01/12
0
1616035 H05/H05 F 56,250.00 ZZ
180 56,080.12 1
161 HERITAGE TRACE DRIVE 7.500 521.44 75
7.250 521.44 75,000.00
MADISON TN 37115 5 07/30/97 00
7060280 01 10/01/97 0
7060280 N 09/01/12
0
1616040 H05/H05 F 88,000.00 ZZ
180 87,500.85 1
18 SCENIC DRIVE 8.250 853.72 55
8.000 853.72 160,000.00
1
WEST MILFORD NJ 07438 5 07/31/97 00
240140004 05 09/01/97 0
240140004 O 08/01/12
0
1616063 225/225 F 64,500.00 ZZ
180 64,271.23 1
1715 INDIA PALM DRIVE 7.750 607.13 75
7.500 607.13 86,000.00
EDGEWATER FL 32132 5 08/27/97 00
8057324 05 10/01/97 0
8057324 O 09/01/12
0
1616082 H13/G02 F 84,000.00 ZZ
180 83,772.96 3
3120 WESTBROOK DRIVE 8.750 839.54 58
8.500 839.54 145,000.00
CINCINNATI OH 45238 1 08/27/97 00
0430374884 05 10/01/97 0
10140363 N 09/01/12
0
1616103 405/405 F 77,000.00 ZZ
180 76,548.53 1
1330 NORTH BENDER AVENUE 7.875 730.31 48
7.625 730.31 163,000.00
COVINA CA 91724 5 07/22/97 00
8264384 05 09/01/97 0
8264384 O 08/01/12
0
1616177 700/G02 F 35,000.00 ZZ
180 34,903.26 1
20 S IOLA 8.500 344.66 41
8.250 344.66 87,000.00
WEBSTER GROVES MO 63119 5 08/08/97 00
0430334375 05 10/01/97 0
124201 N 09/01/12
0
1616532 B75/G02 F 59,200.00 ZZ
180 58,849.05 1
7919 GATEHOUSE DRIVE 7.750 557.24 80
7.500 557.24 74,000.00
HOUSTON TX 77040 1 07/28/97 00
0430343558 03 09/01/97 0
2945673 O 08/01/12
0
1
1616540 E09/G02 F 95,950.00 ZZ
180 95,684.79 1
2741 CANARSY COURT 8.500 944.86 80
8.250 944.86 119,990.00
HENDERSON NV 89012 1 08/26/97 00
0430387860 03 10/01/97 0
01002853 N 09/01/12
0
1616578 G75/G75 F 80,000.00 ZZ
180 79,546.21 1
1632 BLAIRE STREET 8.250 776.12 69
8.000 776.12 116,000.00
ROCKY MOUNT NC 27804 2 07/16/97 00
3284205 05 09/01/97 0
3284205 N 08/01/12
0
1616579 G75/G75 F 292,500.00 ZZ
180 290,785.01 1
7960 HOPPER ROAD 7.875 2,774.22 80
7.625 2,774.22 365,625.00
CINCINNATI OH 45255 1 07/30/97 00
3305186 05 09/01/97 0
3305186 O 08/01/12
0
1616598 G75/G75 F 50,800.00 ZZ
180 50,653.19 1
242 HARLEM ROAD 8.000 485.48 80
7.750 485.48 63,500.00
MACHESNEY PARK IL 61115 1 08/05/97 00
03320114 05 10/01/97 0
03320114 N 09/01/12
0
1616599 G75/G75 F 67,000.00 ZZ
180 66,458.81 2
379-381 STRYKER AVENUE 8.875 674.59 70
8.625 674.59 97,000.00
ST PAUL MN 55107 5 06/20/97 00
03299383 05 08/01/97 0
03299383 N 07/01/12
0
1616656 560/560 F 55,250.00 ZZ
180 54,936.59 2
1
2162/2164 SINGLETON STREET 8.250 536.01 65
8.000 536.01 85,000.00
INDIANAPOLIS IN 46225 5 07/28/97 00
450789789 05 09/01/97 0
450789789 N 08/01/12
0
1617182 E22/G02 F 68,800.00 ZZ
180 68,396.62 1
2857 SE EAGLE DRIVE 7.875 652.53 80
7.625 652.53 86,000.00
PORT ST LUCIE FL 34984 1 07/31/97 00
0410472518 05 09/01/97 0
410472518 O 08/01/12
0
1617192 E22/G02 F 31,200.00 ZZ
180 31,032.60 1
1803 PHILADELPHIA AVENUE 8.875 314.14 60
UNIT # 1 8.625 314.14 52,000.00
OCEAN CITY MD 21842 1 07/31/97 00
0410473938 01 09/01/97 0
410473938 N 08/01/12
0
1617200 E22/G02 F 53,600.00 T
180 53,309.21 1
4254 CAMELIA STREET 8.750 535.70 75
8.500 535.70 71,500.00
LAKE WALES FL 33853 1 07/21/97 00
0410353106 03 09/01/97 0
410353106 O 08/01/12
0
1617225 E22/G02 F 63,600.00 ZZ
180 63,254.95 2
13134-13136 LOS ESPANADA 8.750 635.65 80
8.500 635.65 79,500.00
SAN ANTONIO TX 78233 1 07/31/97 04
0410474878 05 09/01/97 12
410474878 N 08/01/12
0
1617252 E22/G02 F 39,050.00 ZZ
180 38,835.75 2
303 WEST 112TH STREET 8.625 387.41 55
8.375 387.41 71,000.00
CHICAGO IL 60628 5 07/31/97 00
0410329577 05 09/01/97 0
1
410329577 N 08/01/12
0
1617258 E22/G02 F 88,000.00 ZZ
180 87,506.34 1
13212 SHADY TREE PLACE 8.375 860.14 80
8.125 860.14 110,000.00
EDMOND OK 73013 2 07/25/97 00
0410319917 05 09/01/97 0
410319917 O 08/01/12
0
1617276 E22/G02 F 53,900.00 ZZ
180 53,614.05 1
1447 SOUTH 122ND EAST AVE 9.000 546.69 90
8.750 546.69 59,900.00
TULSA OK 74128 1 07/31/97 04
0410428643 05 09/01/97 25
410428643 N 08/01/12
0
1617305 K08/G02 F 83,900.00 ZZ
180 83,413.47 1
8500 N.W. 5TH STREET 8.000 801.79 80
7.750 801.79 104,900.00
PEMBROKE PINES FL 33024 1 07/30/97 00
0410381446 05 09/01/97 0
410381446 O 08/01/12
0
1617341 E22/G02 F 259,850.00 ZZ
180 258,408.42 1
1318 MYRTLE AVENUE 8.500 2,558.85 71
8.250 2,558.85 367,500.00
CHARLOTTE NC 28203 5 07/28/97 00
0410470835 05 09/01/97 0
410470835 O 08/01/12
0
1617353 E22/G02 F 61,600.00 ZZ
180 61,254.46 1
428 HANLEY ROAD 8.375 602.09 85
8.125 602.09 72,500.00
OCEAN SPRINGS MS 39564 5 07/28/97 23
0410428213 05 09/01/97 0
410428213 O 08/01/12
0
1
1617414 E22/G02 F 168,750.00 ZZ
180 167,277.25 1
30 MIDDLEBROOK DRIVE 8.000 1,612.66 75
7.750 1,612.66 225,000.00
OCEAN TOWNSHIP NJ 07712 5 06/24/97 00
0410443667 05 08/01/97 0
410443667 O 07/01/12
0
1617420 E22/G02 F 46,200.00 ZZ
180 45,957.63 1
784 W 1080N 9.125 472.04 70
8.875 472.04 66,000.00
FOUNTAINTOWN IN 46130 5 07/25/97 00
0410471890 05 09/01/97 0
410471890 N 08/01/12
0
1617434 E22/G02 F 83,200.00 ZZ
180 82,758.61 2
5456-5458 LONGVIEW STREET 9.000 843.87 65
8.750 843.87 128,000.00
DALLAS TX 75206 5 07/25/97 00
0410427579 05 09/01/97 0
410427579 N 08/01/12
0
1617453 E22/G02 F 45,900.00 ZZ
180 45,639.65 1
RT 2 BOX 87 8.250 445.29 85
8.000 445.29 54,000.00
SALINA OK 74365 5 07/29/97 04
0410430490 05 09/01/97 25
410430490 O 08/01/12
0
1617469 E22/G02 F 55,800.00 ZZ
180 55,446.90 1
9910 ROYAL LANE #1303 8.750 557.70 90
8.500 557.70 62,000.00
DALLAS TX 75231 1 07/30/97 01
0410428460 01 09/01/97 25
410428460 O 08/01/12
0
1617481 E22/G02 F 40,000.00 ZZ
180 39,886.94 1
2345 NW 13TH COURT 8.250 388.06 80
8.000 388.06 50,000.00
1
FORT LAUDERDALE FL 33311 1 08/08/97 00
0410449177 05 10/01/97 0
410449177 O 09/01/12
0
1617483 E22/G02 F 124,800.00 ZZ
180 124,084.22 1
8206 SE PALM STREET 8.125 1,201.68 80
7.875 1,201.68 156,000.00
HOBE SOUND FL 33455 5 08/01/97 00
0410448872 05 09/01/97 0
410448872 O 08/01/12
0
1617490 E22/G02 F 42,000.00 ZZ
180 41,673.46 1
3703 NE 166 STREET 8.250 407.46 67
UNIT # 608 8.000 407.46 63,500.00
N. MIAMI BEACH FL 33160 5 07/29/97 00
0410447916 06 09/01/97 0
410447916 O 08/01/12
0
1617495 K08/G02 F 114,400.00 ZZ
180 113,736.59 1
8218 MISSION ESTATES DRIVE 8.000 1,093.27 80
7.750 1,093.27 143,000.00
HOUSTON TX 77083 2 07/31/97 00
0410493928 05 09/01/97 0
410493928 O 08/01/12
0
1617502 K08/G02 F 114,950.00 ZZ
180 114,602.84 2
6360 & 6362 VANDERBELT AVENUE 7.500 1,065.60 95
7.250 1,065.60 121,000.00
DALLAS TX 75214 1 08/06/97 04
0410493878 05 10/01/97 30
410493878 O 09/01/12
0
1617518 K08/G02 F 52,500.00 ZZ
180 52,215.17 1
1032 N.E. 9TH AVENUE 8.750 524.71 70
8.500 524.71 75,000.00
FORT LAUDERDALE FL 33304 1 08/04/97 00
0410491104 05 09/01/97 0
410491104 N 08/01/12
0
1
1617669 758/G02 F 82,800.00 ZZ
180 82,571.14 3
1401 TULANE STREET 8.500 815.36 80
8.250 815.36 103,550.00
HOUSTON TX 77008 1 08/21/97 00
0430372946 05 10/01/97 0
UNKNOWN N 09/01/12
0
1617844 B75/G02 F 94,500.00 ZZ
180 93,987.30 1
2322 SOUTH DAWSON WAY 8.750 944.48 90
8.500 944.48 105,000.00
AURORA CO 80014 1 07/23/97 10
0430347401 05 09/01/97 20
2942498 N 08/01/12
0
1617850 731/G02 F 61,200.00 ZZ
180 61,034.59 1
18 BETHESDA CHURCH ROAD 8.750 611.66 85
8.500 611.66 72,000.00
CARROLLTON GA 30117 5 08/05/97 01
0430344044 05 10/01/97 12
3140864625 O 09/01/12
0
1617855 286/286 F 156,750.00 ZZ
180 155,880.39 1
454 RIDGE ROAD 8.500 1,543.58 95
8.250 1,543.58 165,000.00
RISING SUN MD 21911 2 07/24/97 10
8639485 05 09/01/97 30
8639485 O 08/01/12
0
1617886 686/G02 F 217,500.00 ZZ
180 216,213.48 2
42-08 UNION STREET 7.775 2,050.40 75
7.525 2,050.40 290,000.00
FLUSHING NY 11354 1 08/01/97 00
0430370916 05 09/01/97 0
818301384 O 08/01/12
0
1617901 B75/G02 F 28,350.00 ZZ
180 28,275.09 1
1
612 HARDING AVENUE 9.000 287.54 90
8.750 287.54 31,500.00
KANNAPOLIS NC 28081 1 08/05/97 14
0430375295 05 10/01/97 25
2940930 N 09/01/12
0
1617924 H05/H05 F 112,000.00 ZZ
180 111,669.10 1
2216 FALLSBURG ROAD NE 7.750 1,054.23 80
7.500 1,054.23 140,000.00
NEWARK OH 43055 5 08/08/97 00
279400608 05 10/01/97 0
279400608 O 09/01/12
0
1617927 E22/G02 F 78,750.00 T
180 78,266.28 1
1503 BROOK HOLLOW DRIVE 8.625 781.26 73
8.375 781.26 108,000.00
ORLANDO FL 32824 1 07/23/97 00
0410437214 03 09/01/97 0
410437214 O 08/01/12
0
1617929 B75/G02 F 57,750.00 ZZ
180 57,433.16 1
2149 EAST GEMINI DRIVE 8.625 572.93 55
8.375 572.93 105,000.00
TEMPE AZ 85283 2 07/18/97 00
0430350181 05 09/01/97 0
2871044 N 08/01/12
0
1617936 286/286 F 37,500.00 ZZ
180 37,395.18 1
819 SALEM AVE 8.375 366.54 62
8.125 366.54 61,000.00
DAYTON OH 45406 5 08/08/97 00
8580365 05 10/01/97 0
8580365 N 09/01/12
0
1617940 286/286 F 227,300.00 ZZ
180 226,582.88 1
1609 GROVE AVE 7.000 2,043.04 80
6.750 2,043.04 284,350.00
RICHMOND VA 23220 1 08/06/97 00
8657924 07 10/01/97 0
1
8657924 O 09/01/12
0
1618048 B24/G02 F 312,000.00 ZZ
180 311,098.37 2
22 LOCUST STREET 8.000 2,981.63 80
7.750 2,981.63 390,000.00
GREENWICH CT 06830 2 08/29/97 00
0430346874 05 10/01/97 0
216486 O 09/01/12
0
1618073 H05/H05 F 84,700.00 ZZ
180 84,471.07 1
158 MELBA STREET 8.750 846.53 70
8.500 846.53 121,000.00
MILFORD CT 06460 5 08/01/97 00
045320776 05 10/01/97 0
045320776 O 09/01/12
0
1618129 A78/G02 F 74,400.00 ZZ
180 73,963.77 1
2818 WEST 12TH STREET 7.875 705.65 80
7.625 705.65 93,000.00
GREELEY CO 80631 1 07/31/97 00
0430340075 03 09/01/97 0
010052191 O 08/01/12
0
1618147 757/757 F 76,800.00 ZZ
180 76,580.50 1
223 AMBERWOOD DRIVE 8.125 739.50 80
7.875 739.50 96,000.00
VIDALIA GA 30474 2 08/08/97 00
3145083 05 10/01/97 0
3145083 O 09/01/12
0
1618232 661/661 F 50,000.00 ZZ
180 49,321.89 1
509 CHARTIER 8.875 503.42 36
8.625 503.42 140,000.00
FERGUSON MO 63135 5 04/20/97 00
2860799 05 06/01/97 0
2860799 O 05/01/12
0
1
1618239 661/661 F 50,000.00 T
180 49,348.81 1
9011 LEE CIRCLE 8.000 477.82 77
7.750 477.82 65,000.00
BELLEVUE NE 68147 5 05/21/97 00
2896991 05 07/01/97 0
2896991 O 06/01/12
0
1618271 K08/G02 F 109,000.00 ZZ
180 108,685.01 1
35030 HEES 8.000 1,041.66 74
7.750 1,041.66 149,000.00
LIVONIA MI 48150 1 08/07/97 00
0410484794 05 10/01/97 0
410484794 O 09/01/12
0
1618280 K08/G02 F 100,000.00 ZZ
180 99,720.49 1
10 TROON DRIVE 8.375 977.43 80
8.125 977.43 125,000.00
TROPHY CLUB TX 76262 1 08/08/97 00
0410479067 03 10/01/97 0
410479067 O 09/01/12
0
1618302 K08/G02 F 125,000.00 T
180 124,654.50 1
96000 OVERSEAS HWY 8.500 1,230.92 56
UNIT # I-4 8.250 1,230.92 225,000.00
KEY LARGO FL 33037 1 08/07/97 00
0410447163 01 10/01/97 0
410447163 O 09/01/12
0
1618354 B75/G02 F 103,600.00 ZZ
180 103,050.39 4
641-643 HOLDERNESS STREET 9.000 1,050.78 70
8.750 1,050.78 148,000.00
ATLANTA GA 30310 5 07/23/97 00
0430342329 05 09/01/97 0
2949659 N 08/01/12
0
1618359 369/G02 F 71,900.00 ZZ
180 71,509.90 2
103 ALDERSON AVENUE 8.750 718.61 90
8.500 718.61 79,900.00
1
BILLINGS MT 59101 1 07/25/97 01
0430339838 05 09/01/97 25
60805280 N 08/01/12
0
1618366 480/G02 F 45,000.00 ZZ
180 44,747.56 1
605 INDIANA AVENUE 8.375 439.84 70
8.125 439.84 65,000.00
CRYSTAL BEACH FL 34681 5 07/10/97 00
0430343541 05 09/01/97 0
1912419 N 08/01/12
0
1618368 286/286 F 29,250.00 ZZ
180 29,008.40 1
1946 MCCLUNG AVE 8.625 290.19 90
8.375 290.19 32,500.00
KNOXVILLE TN 37920 1 06/20/97 10
8660978 05 08/01/97 25
8660978 N 07/01/12
0
1618378 664/G02 F 129,500.00 ZZ
180 128,863.94 1
109 EAST WASHINGTON BLVD 8.375 1,265.77 60
8.125 1,265.77 219,000.00
LOMBARD IL 60148 2 08/04/97 00
0430339390 05 10/01/97 0
2331692 O 09/01/12
0
1618390 828/G02 F 121,500.00 ZZ
180 120,810.80 4
708 VISTA ROAD 8.250 1,178.73 90
8.000 1,178.73 135,000.00
PASADENA TX 77504 1 07/28/97 11
0430382713 05 09/01/97 25
78350007 O 08/01/12
0
1618450 B75/G02 F 83,600.00 ZZ
180 83,355.73 1
2137 NORTH FLEETWOOD DRIVE 7.875 792.90 78
7.625 792.90 108,000.00
GREENSBURG IN 47240 2 08/29/97 00
0430412973 05 10/01/97 0
7089733 O 09/01/12
0
1
1618463 G52/G02 F 150,000.00 ZZ
180 149,149.17 1
8624 EAST SAN DANIEL DRIVE 8.250 1,455.21 75
8.000 1,455.21 200,000.00
SCOTTSDALE AZ 85258 1 07/24/97 00
0430341222 03 09/01/97 0
215828 O 08/01/12
0
1618604 B24/G02 F 59,200.00 ZZ
180 58,928.92 1
69 PAUL STREET 8.000 565.75 80
7.750 565.75 74,000.00
EAST HAVEN CT 06512 1 08/14/97 00
0430337329 05 10/01/97 0
217888 O 09/01/12
0
1618613 560/560 F 25,000.00 ZZ
180 24,928.54 1
1663 MCKINNON DRIVE 8.125 240.73 42
7.875 240.73 60,000.00
SAVANNAH GA 31404 5 08/06/97 00
450787411 05 10/01/97 0
450787411 N 09/01/12
0
1618786 E22/G02 F 100,000.00 ZZ
180 99,714.20 1
43 SE 7TH AVENUE 8.125 962.88 77
7.875 962.88 130,000.00
DEERFIELD BEACH FL 33441 1 08/11/97 00
0410471213 05 10/01/97 0
410471213 O 09/01/12
0
1618859 637/G02 F 101,250.00 ZZ
180 101,250.00 1
3714 DEMING DRIVE 7.875 960.31 75
7.625 960.31 135,000.00
SUITLAND MD 20746 5 09/08/97 00
0430383703 05 11/01/97 0
8026544 O 10/01/12
0
1618867 G81/G02 F 36,000.00 T
180 36,000.00 1
1
2304 NW 99TH STREET 8.875 362.46 75
8.625 362.46 48,000.00
MIAMI FL 33147 1 09/19/97 00
0430395186 05 11/01/97 0
21708030 O 10/01/12
0
1618916 608/G02 F 25,200.00 ZZ
180 25,063.28 1
3333 ALMOND STREET 8.750 251.86 90
8.500 251.86 28,000.00
PHILADELPHIA PA 19134 1 07/25/97 04
0430341693 07 09/01/97 25
06713 N 08/01/12
0
1618968 F03/G02 F 77,700.00 ZZ
180 77,700.00 1
11694 CLAUDE COURT 8.500 765.15 70
8.250 765.15 111,000.00
NORTHGLENN CO 80233 5 09/12/97 00
0430395806 05 11/01/97 0
DEN11322 N 10/01/12
0
1619132 B75/G02 F 67,900.00 ZZ
180 67,531.61 4
2716 DESTREHAN AVENUE 8.750 678.63 70
8.500 678.63 97,000.00
HARVEY LA 70058 2 07/29/97 00
0430348508 05 09/01/97 0
2943850 N 08/01/12
0
1619145 E22/G02 F 30,600.00 ZZ
180 30,443.05 1
921 CONGRESS AVE 9.375 317.23 90
9.125 317.23 34,000.00
SAGINAW MI 48602 1 07/17/97 04
0410419824 05 09/01/97 25
410419824 N 08/01/12
0
1619149 E22/G02 F 54,350.00 T
180 54,058.41 1
441 SE 10 STREET UNIT #202A 8.875 547.22 75
8.625 547.22 72,500.00
DANIA FL 33004 1 07/28/97 00
0410446058 01 09/01/97 0
1
410446058 O 08/01/12
0
1619188 B75/G02 F 67,900.00 ZZ
180 67,531.61 4
2720 DESTREHAN AVE 8.750 678.63 70
8.500 678.63 97,000.00
HARVEY LA 70058 2 07/29/97 00
0430345363 05 09/01/97 0
2943868 N 08/01/12
0
1619192 B75/G02 F 67,900.00 ZZ
180 67,531.61 4
2724 DESTREHAN AVENUE 8.750 678.63 70
UNITS A-D 8.500 678.63 97,000.00
HARVEY LA 70058 2 07/29/97 00
0430348490 05 09/01/97 0
2943785 O 08/01/12
0
1619293 637/G02 F 210,000.00 T
180 209,386.39 1
16775 B PERDIDO KEY DRIVE 7.875 1,991.74 53
7.625 1,991.74 400,000.00
PENSACOLA FL 32507 2 08/07/97 00
0430376301 05 10/01/97 0
8043119 O 09/01/12
0
1619325 747/G02 F 128,000.00 ZZ
180 128,000.00 1
27390 RICHVIEW COURT 7.625 1,195.69 80
7.375 1,195.69 160,000.00
BONITA SPRINGS FL 34135 5 08/29/97 00
0430373944 05 11/01/97 0
174123 O 10/01/12
0
1619403 G81/G02 F 65,000.00 T
180 64,818.32 1
9858 LEEWARD AVENUE 8.375 635.33 50
8.125 635.33 131,000.00
KEY LARGO FL 33037 1 08/29/97 00
0430375154 01 10/01/97 0
021708071 O 09/01/12
0
1
1619417 H51/G02 F 89,200.00 ZZ
180 88,945.07 1
162 S ROSLYN 8.125 858.89 80
7.875 858.89 111,500.00
WATERFORD MI 48327 1 08/29/97 00
0430387241 05 10/01/97 0
NG N 09/01/12
0
1620004 H51/G02 F 75,920.00 ZZ
180 75,703.02 1
315 ROSLYN N 8.125 731.02 80
7.875 731.02 94,900.00
WATERFORD MI 48327 1 08/27/97 00
0430387340 05 10/01/97 0
NG N 09/01/12
0
1620035 G18/G02 F 117,900.00 ZZ
180 117,563.04 2
5445/5447 PENN AVENUE SOUTH 8.125 1,135.24 87
7.875 1,135.24 135,900.00
MINNEAPOLIS MN 55419 1 08/27/97 10
0430377580 05 10/01/97 25
NG N 09/01/12
0
1620038 253/253 F 108,000.00 ZZ
180 107,701.48 1
3226 SUGARBUSH DR 8.500 1,063.52 89
8.250 1,063.52 122,000.00
CARROLLTON TX 75007 2 08/14/97 12
331256 05 10/01/97 25
331256 N 09/01/12
0
1620058 E22/G02 F 102,000.00 ZZ
180 101,724.31 1
1722 UTAH N.E. 8.750 1,019.44 85
8.500 1,019.44 120,000.00
ALBUQUERQUE NM 87110 5 08/08/97 23
0410472369 05 10/01/97 0
410472369 O 09/01/12
0
1620064 E22/G02 F 52,750.00 ZZ
180 52,610.60 3
1351 S.W. 44TH TERRACE 9.000 535.03 60
8.750 535.03 88,000.00
1
FORT LAUDERDALE FL 33317 2 08/12/97 00
0410447502 05 10/01/97 0
410447502 N 09/01/12
0
1620066 E22/G02 F 136,500.00 ZZ
180 136,122.70 1
16004 4TH STREET EAST 8.500 1,344.17 70
8.250 1,344.17 195,000.00
REDINGTON BEACH FL 33708 5 08/11/97 00
0410439640 05 10/01/97 0
410439640 O 09/01/12
0
1620188 624/G02 F 65,600.00 ZZ
180 65,412.52 1
1741 SPYGLASS #226 8.125 631.65 80
7.875 631.65 82,000.00
AUSTIN TX 78746 1 08/29/97 00
0430377846 01 10/01/97 0
82005978003F N 09/01/12
0
1620207 267/267 F 121,000.00 ZZ
180 120,630.54 1
1227 OLD CANYON DR 7.375 1,113.11 58
7.125 1,113.11 210,000.00
HACIENDA HEIGHT CA 91745 2 08/05/97 00
4457843 05 10/01/97 0
4457843 O 09/01/12
0
1620290 G39/G02 F 88,400.00 ZZ
180 88,127.11 1
10201 A WILLOW MIST COURT 7.250 806.97 80
UNIT 97 7.000 806.97 110,500.00
OAKTON VA 22124 1 08/27/97 00
0430377705 05 10/01/97 0
215354 N 09/01/12
0
1620449 H34/G02 F 33,000.00 ZZ
180 32,251.87 1
1702 W CYPRESS STREET 8.500 324.97 66
8.250 324.97 50,000.00
ROGERS AR 72756 5 02/03/97 00
0430349811 05 03/01/97 0
961220CR N 02/01/12
0
1
1620453 G34/G02 F 50,000.00 ZZ
180 49,713.21 1
1186 BEVERLY AVENUE 8.125 481.45 80
7.875 481.45 62,500.00
ZANESVILLE OH 43701 1 08/01/97 00
0430373266 05 09/01/97 0
1078 N 08/01/12
0
1620454 480/G02 F 209,150.00 T
180 208,002.55 1
997 SW 159 WAY 8.625 2,074.94 70
8.375 2,074.94 298,825.00
PEMBROKE PINES FL 33027 1 07/25/97 00
0430373662 05 09/01/97 0
2072460 O 08/01/12
0
1620484 F03/G02 F 120,600.00 ZZ
180 120,600.00 1
3321 WEST 10TH AVENUE PLACE 7.875 1,143.84 80
7.625 1,143.84 152,000.00
BROOMFIELD CO 80020 5 09/03/97 00
0430393652 05 11/01/97 0
0215721 O 10/01/12
0
1620609 369/G02 F 34,000.00 ZZ
180 33,817.59 1
4730 W. NORTHERN AVE #1157 8.875 342.33 80
8.625 342.33 42,500.00
GLENDALE AZ 85302 1 07/29/97 01
0430345561 01 09/01/97 12
60367737 N 08/01/12
0
1620610 E56/G02 F 140,000.00 ZZ
180 139,188.13 1
6013 STILLMEADOW DRIVE 8.000 1,337.92 53
7.750 1,337.92 265,000.00
NASHVILLE TN 37211 5 07/29/97 00
0430345066 05 09/01/97 0
99500605 O 08/01/12
0
1620615 758/G02 F 83,250.00 ZZ
180 83,022.45 1
1
1036 BAXTER DRIVE 8.625 825.91 90
8.375 825.91 92,500.00
PLANO TX 75025 1 08/26/97 11
0430394270 05 10/01/97 30
UNKNOWN N 09/01/12
0
1620648 B75/G02 F 65,000.00 ZZ
120 65,000.00 1
7521 MUTINY AVENUE 8.375 801.57 65
8.125 801.57 101,000.00
NORTH BAY VILLA FL 33141 1 09/12/97 00
0430407056 05 11/01/97 0
29997187 O 10/01/07
0
1620656 B75/G02 F 36,800.00 ZZ
180 36,800.00 1
1250 WEST AVENUE 8.625 365.09 80
#10-M 8.375 365.09 46,000.00
MIAMI BEACH FL 33139 1 09/15/97 00
0430391722 06 11/01/97 0
7090897 O 10/01/12
0
1620744 B75/G02 F 23,400.00 ZZ
180 23,273.05 1
5034 HALL STREET 8.750 233.87 90
UNIT D 8.500 233.87 26,000.00
DALLAS TX 75235 1 07/29/97 14
0430370163 01 09/01/97 25
7146269 N 08/01/12
0
1620773 514/G02 F 167,900.00 ZZ
180 166,947.62 1
4829 TIMBERLINE DRIVE 8.250 1,628.87 80
8.000 1,628.87 209,900.00
AUSTIN TX 78746 1 07/23/97 00
0430344242 05 09/01/97 0
361853 O 08/01/12
0
1620872 661/661 F 178,000.00 T
180 176,429.43 1
6353 BIG BAY ROAD 7.875 1,688.23 100
7.625 1,688.23 178,000.00
BEAR LAKE MI 49614 1 06/11/97 92
2957496 05 08/01/97 30
1
2957496 O 07/01/12
0
1620875 661/661 F 92,000.00 ZZ
180 91,478.15 1
6 COLONIAL VILLAGE 8.250 892.53 92
UNIT A-6 8.000 892.53 100,000.00
SHELTON CT 06484 2 07/21/97 92
2956886 01 09/01/97 30
2956886 O 08/01/12
0
1620884 661/661 F 325,000.00 ZZ
180 322,194.50 1
1500 OAKMONT AVENUE 8.125 3,129.37 100
7.875 3,129.37 325,000.00
WILLIAMSPORT PA 17701 1 06/30/97 92
2956720 05 08/01/97 30
2956720 O 07/01/12
0
1620885 661/661 F 137,000.00 ZZ
180 134,471.60 1
505 LIBERTY POINTE DRIVE 7.750 1,289.55 100
UNIT 95 7.500 1,289.55 137,000.00
ANN ARBOR MI 48103 1 06/27/97 92
2943686 01 08/01/97 30
2943686 N 07/01/12
0
1620887 661/661 F 35,000.00 ZZ
180 34,591.39 1
6216 20TH PLACE 8.000 334.47 29
7.750 334.47 122,000.00
HYATTSVILLE MD 20782 5 05/12/97 00
2883890 05 07/01/97 0
2883890 N 06/01/12
0
1620891 661/661 F 340,000.00 ZZ
180 336,073.47 1
40 FOLMSBEE DRIVE 8.125 3,273.80 100
7.875 3,273.80 340,000.00
MENANDS NY 12204 1 05/15/97 92
2863421 05 07/01/97 30
2863421 O 06/01/12
0
1
1620894 661/661 F 232,000.00 ZZ
180 228,490.56 1
2960 WEST GREGORY STREET 7.625 2,167.19 80
7.375 2,167.19 291,000.00
CHICAGO IL 60625 5 04/23/97 00
2852143 05 06/01/97 0
2852143 O 05/01/12
0
1620895 661/661 F 336,000.00 ZZ
180 331,079.84 1
2106 HILDA AVENUE 8.000 3,211.00 80
7.750 3,211.00 420,000.00
MISSOULA MT 59801 4 04/07/97 00
2751543 05 06/01/97 0
2751543 O 05/01/12
0
1620969 076/076 F 123,750.00 ZZ
180 122,693.47 1
88 BAY ROAD 8.250 1,200.55 75
8.000 1,200.55 165,500.00
BARRINGTON RI 02806 1 06/27/97 00
1256653 05 08/01/97 0
1256653 O 07/01/12
0
1620970 076/076 F 125,000.00 ZZ
180 123,967.60 1
149 COUNTY ROAD 8.625 1,240.11 59
8.375 1,240.11 215,000.00
READING MA 01867 5 06/03/97 00
1276913 05 08/01/97 0
1276913 O 07/01/12
0
1620972 076/076 F 71,900.00 ZZ
180 71,473.77 1
30 CANAVAN DRIVE 7.750 676.78 20
7.500 676.78 368,000.00
BRAINTREE MA 02184 2 07/15/97 00
5849472 05 09/01/97 0
5849472 O 08/01/12
0
1620973 076/076 F 25,500.00 ZZ
180 25,352.11 1
214 WASHINGTON STREET 8.000 243.70 75
7.750 243.70 34,000.00
1
HAMBURG PA 19526 1 07/24/97 00
5866472 07 09/01/97 0
5866472 O 08/01/12
0
1620974 076/076 F 130,000.00 ZZ
180 128,025.70 1
39 TURNING MILL LANE 7.875 1,232.98 44
7.625 1,232.98 300,000.00
QUINCY MA 02169 1 06/23/97 00
6811502 05 08/01/97 0
6811502 O 07/01/12
0
1620975 076/076 F 310,000.00 ZZ
180 306,380.55 1
42 PENFIELD PLACE 8.000 2,962.53 68
7.750 2,962.53 460,000.00
FARMINGTON CT 06032 5 05/23/97 00
7093303 05 07/01/97 0
7093303 O 06/01/12
0
1620977 076/076 F 51,000.00 ZZ
180 50,704.26 1
916 FAIRWAY DRIVE 8.000 487.38 37
7.750 487.38 140,000.00
PENSACOLA FL 32507 1 07/15/97 00
7097667 05 09/01/97 0
7097667 O 08/01/12
0
1620978 076/076 F 70,000.00 ZZ
180 69,510.94 1
818 D BAHIA DEL SOL 8.500 689.32 74
8.250 689.32 95,000.00
RUSKIN FL 33570 2 07/28/97 00
7100820 01 09/01/97 0
7100820 O 08/01/12
0
1620979 076/076 F 78,000.00 ZZ
180 77,089.30 1
2311 STATE HIGHWAY 82 NORTH 8.000 745.41 51
7.750 745.41 153,000.00
TAHLEQUAH OK 74464 1 05/29/97 00
8207002 05 07/01/97 0
8207002 O 06/01/12
0
1
1620980 076/076 F 55,000.00 ZZ
180 54,698.26 1
ROUTE 2, BOX 158AA 8.625 545.64 69
8.375 545.64 80,500.00
CLARKSVILLE AR 72830 5 07/08/97 00
8269072 05 09/01/97 0
8269072 O 08/01/12
0
1620981 076/076 F 13,000.00 ZZ
180 12,643.48 1
9418 METZ AVENUE 9.000 131.86 65
8.750 131.86 20,000.00
DALLAS TX 75232 5 07/21/97 00
8384212 05 09/01/97 0
8384212 N 08/01/12
0
1620982 076/076 F 110,000.00 ZZ
180 109,382.93 1
1277 LARKMOOR 8.375 1,075.17 53
8.125 1,075.17 210,000.00
BERKLEY MI 48072 2 07/10/97 00
8417232 05 09/01/97 0
8417232 O 08/01/12
0
1620983 076/076 F 91,100.00 ZZ
180 90,275.33 1
101 E AUSTIN AVENUE 8.000 870.60 54
7.750 870.60 170,000.00
HARLINGEN TX 78550 2 06/25/97 00
8501992 05 08/01/97 0
8501992 O 07/01/12
0
1620985 076/076 F 30,000.00 ZZ
180 29,760.38 1
615 WESTCHESTER DRIVE 9.000 304.28 60
8.750 304.28 50,000.00
EVANSVILLE IN 47710 5 06/16/97 00
8510382 05 08/01/97 0
8510382 N 07/01/12
0
1620986 076/076 F 78,300.00 ZZ
180 77,860.77 1
1
1409 CLUB CIRCLE 8.375 765.32 29
8.125 765.32 275,000.00
MIDDLETON WI 53562 2 07/09/97 00
8519162 05 09/01/97 0
8519162 O 08/01/12
0
1620988 076/076 F 69,150.00 ZZ
180 68,559.63 1
6318 HONEYSUCKLE 8.250 670.85 65
8.000 670.85 107,000.00
LITTLE ROCK AR 72206 5 06/25/97 00
8545702 05 08/01/97 0
8545702 O 07/01/12
0
1620989 076/076 F 50,000.00 ZZ
180 49,706.84 1
5710 LINDSAY LANE 7.875 474.23 43
7.625 474.23 116,544.00
CUMMING GA 30040 1 07/31/97 00
8644422 03 09/01/97 0
8644422 O 08/01/12
0
1620991 A26/G02 F 254,575.00 ZZ
180 254,575.00 1
1006 EAST 22ND STREET 7.875 2,414.52 60
7.625 2,414.52 425,000.00
BROOKLYN NY 11210 5 09/16/97 00
0430392951 05 11/01/97 0
9186 O 10/01/12
0
1621001 377/377 F 63,000.00 ZZ
180 62,831.62 3
5907 ERDRICK STREET 8.875 634.32 90
8.625 634.32 70,000.00
CITY OF PHILADE PA 19135 1 08/15/97 01
3606829 05 10/01/97 25
3606829 N 09/01/12
0
1621033 H34/G02 F 50,400.00 ZZ
180 50,266.80 1
12803 KINGS LANE 9.000 511.20 90
8.750 511.20 56,000.00
HIWASSE AR 72739 5 08/29/97 12
0430347526 05 10/01/97 25
1
970723TRW01 O 09/01/12
0
1621062 624/G02 F 80,000.00 ZZ
180 80,000.00 1
2665 ANZA TRAIL 8.375 781.94 80
8.125 781.94 100,000.00
PALM SPRINGS CA 92264 1 09/05/97 00
0430383240 05 11/01/97 0
34092778033 O 10/01/12
0
1621067 737/G02 F 105,000.00 ZZ
180 104,686.35 1
6029 PARK STREET 7.625 980.84 70
7.375 980.84 150,000.00
EVERGREEN CO 80439 5 08/12/97 00
0430351346 05 10/01/97 0
574367 O 09/01/12
0
1621096 514/G02 F 85,500.00 ZZ
180 85,252.92 1
12907 CLUSTER PINE COURT 8.000 817.08 80
7.750 817.08 106,900.00
CYPRESS TX 77429 1 08/07/97 00
0430344267 03 10/01/97 0
362330 O 09/01/12
0
1621120 136/G02 F 52,000.00 ZZ
180 51,853.02 1
200 LEMONTREE LANE 8.250 504.48 80
8.000 504.48 65,000.00
ORMOND BEACH FL 32174 1 08/06/97 00
0430346510 01 10/01/97 0
4503330 N 09/01/12
0
1621147 H99/G02 F 29,900.00 ZZ
180 29,900.00 1
8000 SW 81 DR #210 8.500 294.44 60
8.250 294.44 50,000.00
MIAMI FL 33143 1 09/02/97 00
0430395566 01 11/01/97 0
1621147 O 10/01/12
0
1
1621155 253/253 F 120,000.00 ZZ
180 119,637.58 1
2 SATURN COURT 7.500 1,112.42 67
7.250 1,112.42 180,000.00
TIJERAS NM 87059 5 08/13/97 00
331376 05 10/01/97 0
331376 O 09/01/12
0
1621219 560/560 F 15,750.00 ZZ
180 15,703.97 1
8477 SANDS POINT #51 7.875 149.38 75
7.625 149.38 21,000.00
HOUSTON TX 77036 1 08/04/97 00
450803275 07 10/01/97 0
450803275 N 09/01/12
0
1621222 560/560 F 45,500.00 ZZ
180 45,369.95 1
7607 WINDSOR AVENUE 8.125 438.12 70
7.875 438.12 65,000.00
HESPERIA CA 92345 5 08/07/97 00
450809827 05 10/01/97 0
450809827 N 09/01/12
0
1621638 664/G02 F 93,750.00 ZZ
180 93,487.96 1
2445 FULLERTON ROAD 8.375 916.34 75
8.125 916.34 125,000.00
ROWLAND HEIGTHS CA 91748 1 08/12/97 00
0430347534 05 10/01/97 0
2299733 O 09/01/12
0
1621650 E22/G02 F 104,000.00 ZZ
180 103,699.45 1
43 HANCOCK PLACE 8.000 993.88 80
7.750 993.88 130,000.00
VALLEY STREAM NY 11580 2 08/15/97 00
0410471494 05 10/01/97 0
410471494 N 09/01/12
0
1621670 K08/G02 F 29,600.00 ZZ
180 29,520.89 1
430 LINDSEY STREET UNIT A-3 8.875 298.03 75
8.625 298.03 39,500.00
1
SAN MARCOS TX 78666 1 08/11/97 00
0410479315 01 10/01/97 0
410479315 N 09/01/12
0
1621682 K08/G02 F 340,850.00 ZZ
180 339,875.86 1
5531 HIDDEN PINES DRIVE 8.125 3,281.98 75
7.875 3,281.98 454,500.00
GENOA TOWNSHIP MI 48116 1 08/14/97 00
0410485270 03 10/01/97 0
410485270 O 09/01/12
0
1621712 K08/G02 F 33,500.00 ZZ
180 33,407.40 1
735 HUBBARD STREET 8.500 329.89 58
8.250 329.89 58,000.00
ELKHART IN 46516 5 08/11/97 00
0410329965 05 10/01/97 0
410329965 O 09/01/12
0
1621735 E22/G02 F 120,000.00 ZZ
180 119,645.47 1
61 CAROL STREET 7.750 1,129.53 58
7.500 1,129.53 209,000.00
LYNBROOK NY 11563 5 08/15/97 00
0410493381 05 10/01/97 0
410493381 O 09/01/12
0
1621870 591/G02 F 74,375.00 ZZ
180 74,375.00 1
544 SCHOOL WAY 8.375 726.97 85
8.125 726.97 87,500.00
LOUISVILLE KY 40214 5 09/10/97 12
0430392233 05 11/01/97 12
103701140 O 10/01/12
0
1621881 561/561 F 114,000.00 ZZ
180 113,681.36 4
6247 CORBLY ROAD 8.375 1,114.27 80
8.125 1,114.27 142,500.00
CINCINNATI OH 45230 1 08/13/97 00
UNKNOWN 05 10/01/97 0
UNKNOWN N 09/01/12
0
1
1621885 561/561 F 82,000.00 ZZ
180 81,757.73 1
4239 LINDBERGH AVENUE 7.750 771.85 80
7.500 771.85 103,500.00
KITTY HAWK NC 27949 1 08/13/97 00
UNKNOWN 05 10/01/97 0
UNKNOWN O 09/01/12
0
1622023 076/076 F 25,200.00 ZZ
180 24,998.70 1
4549 SEWARD ST 9.000 255.60 90
8.750 255.60 28,000.00
OMAHA NE 68104 1 06/30/97 04
8510352 05 08/01/97 25
8510352 N 07/01/12
0
1622122 J95/J95 F 225,000.00 ZZ
180 223,709.54 1
4412 W ESTRELLA STREET 8.125 2,166.49 80
7.875 2,166.49 282,000.00
TAMPA FL 33629 5 07/11/97 00
7503139 05 09/01/97 0
7503139 O 08/01/12
0
1622523 560/560 F 71,993.00 ZZ
180 71,780.29 2
1317 EAST MARKET ST 7.750 677.66 90
7.500 677.66 80,000.00
CHARLOTTESVILLE VA 22902 1 08/08/97 21
450805908 05 10/01/97 25
450805908 N 09/01/12
0
1622537 180/G02 F 38,250.00 ZZ
180 38,146.62 2
2821 FOREST PARK BOULEVARD 8.750 382.29 90
8.500 382.29 42,500.00
FORT WORTH TX 76110 1 08/06/97 04
0430385237 05 10/01/97 25
31799/12038311 N 09/01/12
0
1622550 560/560 F 56,000.00 ZZ
180 55,682.35 2
1
30 WASHINGTON 8.250 543.28 70
8.000 543.28 80,000.00
SARANAC MI 48881 5 07/10/97 00
450774401 05 09/01/97 0
450774401 N 08/01/12
0
1622570 G10/G02 F 36,550.00 ZZ
180 36,451.21 1
728 AND 730 WEST PAGE STREET 8.750 365.30 95
8.500 365.30 38,500.00
DALLAS TX 75208 1 08/15/97 01
0430370585 05 10/01/97 30
970695 O 09/01/12
0
1622611 J72/G02 F 337,500.00 ZZ
180 337,500.00 1
1105 SOMERSET BLVD 7.875 3,201.02 62
7.625 3,201.02 550,000.00
COLLEYVILLE TX 76034 2 09/03/97 00
0430396341 05 11/01/97 0
9005 O 10/01/12
0
1622636 A74/G02 F 276,000.00 ZZ
180 276,000.00 1
42 HEMLOCK LANE 8.125 2,657.56 80
7.875 2,657.56 346,000.00
ROSLYN HEIGHTS NY 11577 1 09/16/97 00
0430393868 05 11/01/97 0
97140 O 10/01/12
0
1622644 267/267 F 170,400.00 ZZ
180 169,879.70 1
46 MATEO AVENUE 7.375 1,567.55 80
7.125 1,567.55 213,000.00
MILLBRAE CA 94030 1 08/12/97 00
4303696 05 10/01/97 0
4303696 O 09/01/12
0
1622729 830/830 F 105,600.00 ZZ
180 105,288.01 1
2491 EAST 2860 SOUTH 7.750 993.99 80
7.500 993.99 132,000.00
SALT LAKE CITY UT 84109 5 08/16/97 00
532098 05 10/01/97 0
1
532098 O 09/01/12
0
1622794 225/225 F 224,000.00 ZZ
180 223,345.47 4
27177 BELVEDERE COURT 7.875 2,124.53 80
7.625 2,124.53 280,000.00
HAYWARD CA 94544 1 08/01/97 00
8055636 05 10/01/97 0
8055636 O 09/01/12
0
1622901 B75/G02 F 110,000.00 ZZ
180 110,000.00 1
14980 BOLLING DRIVE 8.250 1,067.15 80
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DENVER CO 80239 1 09/12/97 00
0430393835 05 11/01/97 0
2997005 N 10/01/12
0
1623017 E22/G02 F 30,000.00 ZZ
180 29,911.37 1
201 DAFFODIL - #16 7.750 282.38 35
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HOT SPRINGS AR 71913 1 08/21/97 00
0410493423 01 10/01/97 0
410493423 O 09/01/12
0
1623030 K08/G02 F 54,000.00 ZZ
180 53,847.37 1
2534 MICHIGAN COURT 8.250 523.88 80
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PANAMA CITY FL 32405 1 08/20/97 00
0410495881 05 10/01/97 0
410495881 O 09/01/12
0
1623059 K08/G02 F 97,600.00 ZZ
180 97,305.24 1
10101 CARIBBEAN BOULEVARD 7.500 904.76 80
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MIAMI FL 33189 5 08/12/97 00
0410490908 05 10/01/97 0
410490908 O 09/01/12
0
1
1623084 K08/G02 F 36,000.00 ZZ
180 35,898.25 1
1301 AVENUE B 8.250 349.25 80
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MARRERO LA 70072 1 08/20/97 00
0410479505 05 10/01/97 0
410479505 O 09/01/12
0
1623088 K08/G02 F 85,000.00 ZZ
180 84,770.26 1
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0410466049 03 10/01/97 0
410466049 N 09/01/12
0
1623127 K08/G02 F 224,900.00 T
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201 SQUAW PEAK ROAD 8.500 2,214.68 75
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0410499735 20 10/01/97 0
410499735 O 09/01/12
0
1623156 731/G02 F 87,000.00 ZZ
180 86,762.20 1
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LA PUENTE CA 91744 2 08/15/97 00
0430349993 05 10/01/97 0
412611365 O 09/01/12
0
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3145059 N 09/01/12
0
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1
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8697581 O 08/01/12
0
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180 51,870.15 1
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0430373399 05 10/01/97 0
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0
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180 64,000.00 1
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950862 O 10/01/12
0
1624106 K08/G02 F 25,950.00 ZZ
180 25,812.34 1
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0410446314 08 09/01/97 25
410446314 N 08/01/12
0
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97OZ0579 N 09/01/12
0
1624188 292/G02 F 32,000.00 ZZ
180 31,913.51 1
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1298356 N 09/01/12
0
1
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180 71,798.75 2
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3145380 N 09/01/12
0
1624199 757/757 F 88,000.00 ZZ
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3145398 N 09/01/12
0
1624215 K08/G02 F 75,000.00 ZZ
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410331458 N 09/01/12
0
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0410495691 05 10/01/97 0
410495691 O 09/01/12
0
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0430413245 05 10/01/97 0
2982890 O 09/01/12
0
1624379 573/G02 F 75,400.00 ZZ
180 75,196.20 1
1
220 EAST ROSECREST AVENUE 8.750 753.59 65
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LA HABRA CA 90131 1 08/18/97 00
0430376236 05 10/01/97 0
707781 N 09/01/12
0
1624386 B37/G02 F 47,300.00 ZZ
180 47,172.16 1
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0430374660 05 10/01/97 0
0217393 N 09/01/12
0
1624400 K08/G02 F 83,000.00 T
180 82,770.59 1
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410523203 O 09/01/12
0
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0410448088 05 10/01/97 25
410448088 N 09/01/12
0
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410473797 N 09/01/12
0
1624498 661/661 F 300,000.00 ZZ
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NEW HAVEN CT 06511 5 05/21/97 92
2891208 05 07/01/97 30
1
2891208 O 06/01/12
0
1624499 661/661 F 29,200.00 ZZ
180 28,884.35 1
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2905636 O 06/01/12
0
1624501 661/661 F 74,000.00 ZZ
180 73,361.23 1
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2907384 05 08/01/97 0
2907384 O 07/01/12
0
1624507 661/661 F 37,000.00 ZZ
180 36,586.56 1
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2912905 01 07/01/97 30
2912905 O 06/01/12
0
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0430371690 05 10/01/97 25
2314664 N 09/01/12
0
1624517 661/661 F 122,500.00 ZZ
180 121,430.87 1
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CHERRY HILL NJ 08003 5 06/11/97 00
2917888 01 08/01/97 0
2917888 O 07/01/12
0
1
1624580 661/661 F 165,000.00 ZZ
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2928620 05 09/01/97 30
2928620 O 08/01/12
0
1624583 661/661 F 118,000.00 T
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900 GULF BOULEVARD 8.000 1,127.67 80
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2937258 O 07/01/12
0
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2954121 05 09/01/97 0
2954121 O 08/01/12
0
1624952 661/661 F 150,000.00 ZZ
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2964377 05 09/01/97 0
2964377 O 08/01/12
0
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2968162 01 09/01/97 30
2968162 O 08/01/12
0
1624960 661/661 F 190,000.00 ZZ
180 188,861.30 1
54 WINTERBERRY CIRCLE 7.625 1,774.84 100
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1
TOWN OF LEWISBO NY 10518 1 07/15/97 92
2975464 01 09/01/97 30
2975464 O 08/01/12
0
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2987253 O 08/01/12
0
1624986 757/757 F 50,000.00 ZZ
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XXXX XXXXX XX 00000 5 08/27/97 00
3145240 05 10/01/97 0
3145240 N 09/01/12
0
1624987 661/661 F 32,000.00 ZZ
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2997070 05 10/01/97 0
2997070 O 09/01/12
0
1624989 661/661 F 249,500.00 ZZ
180 239,946.14 1
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3003597 01 09/01/97 30
3003597 O 08/01/12
0
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180 162,487.51 1
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3007994 05 09/01/97 30
3007994 O 08/01/12
0
1
1624992 661/661 F 118,000.00 ZZ
180 67,330.67 1
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3008448 09 09/01/97 30
3008448 O 08/01/12
0
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0430374520 03 10/01/97 0
362357 O 09/01/12
0
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971472 O 09/01/12
0
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0410495600 05 10/01/97 0
410495600 O 09/01/12
0
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0410514285 03 10/01/97 0
410514285 O 09/01/12
0
1625093 K08/G02 F 33,000.00 ZZ
180 32,911.80 1
1
0000 XX 00XX XXXXXX 8.875 332.26 55
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0410512990 05 10/01/97 0
410512990 N 09/01/12
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1625094 K08/G02 F 39,150.00 ZZ
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XXXXXXXXXX XX 00000 1 08/22/97 04
0410486484 05 10/01/97 25
410486484 N 09/01/12
0
1625123 K08/G02 F 45,200.00 ZZ
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5807 HIDDEN SKY 7.875 428.70 80
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XXX XXXXXXX XX 00000 2 08/27/97 00
0410513717 05 10/01/97 0
410513717 N 09/01/12
0
1625211 286/286 F 65,000.00 ZZ
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0008686621 O 08/01/12
0
1625219 225/225 F 208,000.00 ZZ
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805952800 05 10/01/97 0
805952800 N 09/01/12
0
1626084 F22/G02 F 64,300.00 ZZ
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XXXXX XX 00000 2 08/12/97 00
0430374066 05 10/01/97 0
1
68007656 O 09/01/12
0
1626137 136/G02 F 45,500.00 ZZ
180 45,247.57 1
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0430374256 01 09/01/97 0
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0
1626139 661/661 F 250,000.00 T
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XXXX 00 I 7.125 2,299.81 289,000.00
XXX XXXX XX 00000 1 06/26/97 92
2913887 06 08/01/97 30
2913887 O 07/01/12
0
1626142 K08/G02 F 37,000.00 ZZ
180 36,898.87 1
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410502959 N 09/01/12
0
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0410365258 05 06/01/97 25
410365258 N 05/01/12
0
1626568 686/686 F 105,000.00 ZZ
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XXX XXXXXX XX 00000 2 08/11/97 00
818102584 05 10/01/97 0
818102584 O 09/01/12
0
1
1626582 G10/G02 F 40,700.00 ZZ
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3217 SW 84TH 8.500 400.79 79
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XXXXXXXX XXXX XX 00000 1 08/22/97 00
0430381087 05 10/01/97 0
970768 N 09/01/12
0
1626586 136/G02 F 49,200.00 ZZ
180 48,927.04 1
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0430374223 01 09/01/97 0
4502870 N 08/01/12
0
1626592 661/661 F 83,200.00 ZZ
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2947679 O 07/01/12
0
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0400057006 05 10/01/97 0
0400057006 N 09/01/12
0
1627543 480/G02 F 24,000.00 ZZ
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XXXXXXXXXX XX 00000 1 08/22/97 00
0430374546 05 10/01/97 0
2174902 O 09/01/12
0
1627580 H60/H60 F 128,000.00 ZZ
180 127,657.91 1
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1
XXXXX XX 00000 1 08/29/97 00
7189343 05 10/01/97 0
14202 O 09/01/12
0
1627638 664/G02 F 87,800.00 ZZ
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0430383711 03 10/01/97 0
2316222 N 09/01/12
0
1627763 K08/G02 F 195,000.00 ZZ
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XXXX XXXXXXXXXX XX 00000 5 08/20/97 00
0410448302 03 10/01/97 0
410448302 O 09/01/12
0
1627781 K08/G02 F 171,000.00 ZZ
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0410494991 03 10/01/97 0
410494991 O 09/01/12
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1627787 F73/G02 F 393,750.00 ZZ
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0430390294 05 11/01/97 0
9716762 O 10/01/12
0
1627811 K08/G02 F 140,650.00 ZZ
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XXX XXXXX XX 00000 1 08/08/97 04
0410485536 03 10/01/97 25
410485536 N 09/01/12
0
1
1627814 K08/G02 F 29,250.00 ZZ
180 29,156.02 2
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0410483994 05 10/01/97 25
410483994 N 09/01/12
0
1627824 686/686 F 176,250.00 ZZ
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XXXX XXXXXXXXXX XX 00000 5 08/13/97 00
818262875 05 10/01/97 0
818262875 O 09/01/12
0
1627859 E22/G02 F 21,150.00 ZZ
180 21,095.36 1
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XXXXXXXXXX XX 00000 1 08/22/97 04
0410473169 05 10/01/97 25
410473169 N 09/01/12
0
1627902 A37/G02 F 52,000.00 ZZ
180 51,848.05 2
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0430377044 05 10/01/97 0
97W74297 N 09/01/12
0
1627903 A37/G02 F 52,000.00 ZZ
180 51,848.05 2
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0430377028 05 10/01/97 0
97W74269 N 09/01/12
0
1627919 E26/G02 F 39,900.00 ZZ
180 39,793.35 1
1
000 XXXXXXX XXX 8.875 401.74 70
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XXXXXXXX XXXXXX XX 00000 1 08/25/97 00
0430387399 05 10/01/97 0
62700339 N 09/01/12
0
1628117 H86/G02 F 104,900.00 ZZ
180 104,572.62 1
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XXXXXXXX XX 00000 1 08/29/97 00
0430390443 03 10/01/97 0
085831 O 09/01/12
0
1628233 K08/G02 F 34,950.00 T
180 34,852.31 1
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0410438329 01 10/01/97 0
410438329 O 09/01/12
0
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410434708 N 09/01/12
0
1630625 K08/G02 F 110,600.00 ZZ
180 110,269.60 1
0000 XX 000 XXXX 8.250 1,072.98 80
8.000 1,072.98 138,330.00
XXXXXXX XX 00000 1 08/22/97 00
0410521744 03 10/01/97 0
410521744 O 09/01/12
0
1630629 K08/G02 F 144,000.00 ZZ
180 143,610.79 2
0000-00 XXXXXX XXXXXX 8.750 1,439.21 90
8.500 1,439.21 160,000.00
XXXXXX XX 00000 1 09/04/97 04
0410536171 05 10/01/97 25
1
410536171 N 09/01/12
0
1630652 E22/G02 F 61,600.00 ZZ
180 61,425.89 1
0000 X.X. 0XX XXXXXX 8.250 597.61 80
8.000 597.61 77,000.00
XXXXXXX XXXXX XX 00000 2 08/27/97 00
0410492763 05 10/01/97 0
410492763 O 09/01/12
0
1630666 K08/G02 F 32,400.00 ZZ
180 32,307.40 1
0000 X. 0XX XXXXXX 8.125 311.97 90
7.875 311.97 36,000.00
XXXX XXXXX XX 00000 1 08/29/97 04
0410523542 05 10/01/97 25
410523542 N 09/01/12
0
1630707 661/661 F 100,000.00 ZZ
180 99,400.68 1
00 XXXXXX XXXX 7.625 934.13 48
7.375 934.13 210,000.00
XXXX XXXX XX 00000 5 08/21/97 00
3026580 05 10/01/97 0
3026580 O 09/01/12
0
1630735 661/661 F 240,000.00 ZZ
180 239,314.08 1
00 XXXXXX XXXXXX 8.125 2,310.92 80
7.875 2,310.92 301,000.00
XXXX XXXX XXXXX XX 00000 5 08/08/97 00
3018249 05 10/01/97 0
3018249 O 09/01/12
0
1630779 664/G02 F 110,200.00 ZZ
180 109,888.53 2
00000 XXXXXXXX XXXX 8.250 1,069.10 78
8.000 1,069.10 142,500.00
XXXXXX XX 00000 1 08/27/97 00
0430390229 05 10/01/97 0
2316248 O 09/01/12
0
1
1630833 514/G02 F 55,800.00 ZZ
180 55,642.29 1
00000 XXXXXXXXXX XXXXX 8.250 541.34 85
8.000 541.34 66,000.00
XXXXXXX XX 00000 1 08/29/97 10
0430390930 05 10/01/97 25
362500 N 09/01/12
0
1630858 560/560 F 59,600.00 ZZ
180 59,429.66 1
0 XXXXX XXXX EXTENSION 8.125 573.88 80
7.875 573.88 74,500.00
XXXXXXXXXX XX 00000 1 09/04/97 00
450838248 05 10/01/97 0
450838248 O 09/01/12
0
1630867 E22/G02 F 52,500.00 T
180 52,356.50 1
7066 XXXXXXX 8.625 520.84 75
8.375 520.84 70,000.00
XXXXXX XX 00000 1 08/29/97 00
0410502876 05 10/01/97 0
410502876 O 09/01/12
0
1630869 560/560 F 22,750.00 ZZ
180 22,684.98 1
0000 XXXXXXXX XX. 8.125 219.06 70
7.875 219.06 32,500.00
XXXXXXX XX 00000 5 08/25/97 00
450820717 05 10/01/97 0
450820717 N 09/01/12
0
1630956 A32/G02 F 122,300.00 ZZ
180 121,950.46 1
0000 XX.XXXX XXXXX 8.125 1,177.61 90
7.875 1,177.61 135,900.00
XXX XXXXX XX 00000 1 08/25/97 01
0430387050 03 10/01/97 25
139423 O 09/01/12
0
1631003 514/G02 F 101,500.00 ZZ
180 101,213.12 1
000 XXXX XXX XXXX 8.250 984.69 80
8.000 984.69 126,900.00
1
XXXXXX XXXX XX 00000 1 08/29/97 00
0430391656 03 10/01/97 0
362545 O 09/01/12
0
1631024 560/560 F 73,500.00 ZZ
180 73,285.22 1
0000 X XXXXXXXXX XXXXXX 7.875 697.12 85
7.625 697.12 87,000.00
XXXXXXX XX 00000 5 08/27/97 21
450823489 05 10/01/97 20
450823489 O 09/01/12
0
1631104 B57/G02 F 56,950.00 ZZ
180 56,950.00 1
000 X XXXXXX X0 8.375 556.65 90
8.125 556.65 63,650.00
XXXXXXXXX XX 00000 1 09/09/97 14
0430383596 05 11/01/97 20
9711114 N 10/01/12
0
1631139 405/405 F 181,600.00 ZZ
180 181,069.36 1
00000 XXXXXXXXX 00 XXXXXX 7.875 1,722.39 80
7.625 1,722.39 227,000.00
XXXXX XX 00000 1 08/21/97 00
8300782 05 10/01/97 0
8300782 O 09/01/12
0
1631200 637/G02 F 72,000.00 ZZ
180 71,613.72 2
000-000 XXXX XXXXX XXXXXX 8.875 724.93 90
8.625 724.93 80,000.00
XXXX XX 00000 1 07/31/97 04
0430384479 05 09/01/97 25
9970054 N 08/01/12
0
1631210 E45/G02 F 40,000.00 ZZ
180 39,889.43 1
0000 XXXX XXXXXXX XXXX 8.500 393.90 80
8.250 393.90 50,000.00
XXXX XX 00000 1 08/19/97 00
0430387100 05 10/01/97 0
33414 N 09/01/12
0
1
1631215 E45/G02 F 28,000.00 ZZ
180 27,923.47 1
0000 XXXX XXXXXXX XXXX 8.625 277.78 56
8.375 277.78 50,000.00
XXXX XX 00000 4 08/19/97 00
0430385799 05 10/01/97 0
33415 N 09/01/12
0
1631494 208/G02 F 53,250.00 ZZ
180 53,097.82 1
0000 XXXXX XX XXXXXX XXXXXX 8.125 512.73 42
7.875 512.73 128,000.00
XXXXX XX XX 00000 2 08/22/97 00
0430390252 05 10/01/97 0
34279 N 09/01/12
0
1631574 F22/G02 F 57,000.00 ZZ
180 56,833.44 1
0000 XX 00XX XXXXX 7.875 540.62 40
7.625 540.62 145,000.00
XXXXX XX 00000 5 08/25/97 00
0430387753 05 10/01/97 0
68007781 O 09/01/12
0
1631578 F22/G02 F 177,000.00 ZZ
180 176,521.61 1
0000 XX 00XX XXXXXX 8.750 1,769.02 80
8.500 1,769.02 221,315.00
XXXXX XXXXXXX XX 00000 1 08/28/97 00
0430387613 03 10/01/97 0
68007283 O 09/01/12
0
1631692 F22/G02 F 120,000.00 ZZ
180 119,672.00 1
000 XXXXXXXXXX XXXXX 8.625 1,190.50 80
8.375 1,190.50 150,000.00
XXXX XXXXXXXXX XX 00000 5 08/29/97 00
0430387589 09 10/01/97 0
73059587 O 09/01/12
0
1631992 K08/G02 F 96,000.00 ZZ
180 96,000.00 1
1
0000 XXXXXXXXX XXX 8.750 959.47 80
8.500 959.47 120,000.00
XXXXXXXXXXX XX 00000 2 09/09/97 00
0410477582 05 11/01/97 0
410477582 N 10/01/12
0
1632008 K08/G02 F 276,000.00 ZZ
180 276,000.00 1
000 XXXXX XXX 7.875 2,617.72 80
7.625 2,617.72 345,000.00
XXXXXXXX XX 00000 5 09/09/97 00
0410538540 05 11/01/97 0
410538540 O 10/01/12
0
1632086 225/225 F 54,000.00 ZZ
180 53,854.04 1
000 XXXXXXXXX XXXXX 8.750 539.71 90
8.500 539.71 60,000.00
XXXXXXXXXXXX XX 00000 1 08/22/97 14
8060987 05 10/01/97 25
8060987 N 09/01/12
0
1632095 560/560 F 32,400.00 T
180 32,307.39 3
5 XXXXXX AVENUE 8.125 311.98 90
7.875 311.98 36,000.00
XXXXXX XX 00000 1 08/28/97 21
450826698 05 10/01/97 25
450826698 O 09/01/12
0
1632096 560/560 F 25,000.00 ZZ
180 24,929.34 1
000 XXXXXX XXXXXX 8.250 242.54 32
8.000 242.54 80,000.00
XXXXX XX 00000 5 09/03/97 00
450836820 05 10/01/97 0
450836820 N 09/01/12
0
1632099 560/560 F 90,000.00 ZZ
180 89,722.17 1
00 XXXXXX XXXXXX 7.250 821.58 72
7.000 821.58 125,000.00
XXXXXXX XXXXX XX 00000 1 08/29/97 00
450833199 05 10/01/97 0
1
450833199 O 09/01/12
0
1632124 B77/G02 F 34,000.00 ZZ
180 34,000.00 1
00000 XX 000 XXX 8.750 339.82 78
8.500 339.82 44,000.00
XXXXX XX 00000 1 09/09/97 00
0430392670 01 11/01/97 0
9700725 N 10/01/12
0
1632234 757/757 F 64,800.00 ZZ
180 64,800.00 1
000 XXXXXXX XXXXXX B-7 7.875 614.60 90
7.625 614.60 72,000.00
XXXXXXXXXXX XX 00000 1 09/10/97 10
3160439 01 11/01/97 25
3160439 O 10/01/12
0
1632269 K08/G02 F 104,400.00 ZZ
180 104,400.00 1
00000 XXXXXX XXXX XX. 9.125 1,066.67 90
8.875 1,066.67 116,000.00
XXXXXXXXXX XXXX XX 00000 1 09/09/97 04
0410539522 05 11/01/97 25
410539522 N 10/01/12
0
1632270 K08/G02 F 170,000.00 ZZ
180 170,000.00 1
20445 VIA DULCINEA 7.875 1,612.36 41
7.625 1,612.36 420,000.00
XXXXX XXXXX XX 00000 1 09/08/97 00
0410531107 05 11/01/97 0
410531107 O 10/01/12
0
1632292 593/593 F 43,800.00 ZZ
180 43,310.55 2
000 XXXXXX XXXXXX UNITS A & B 8.500 431.32 60
8.250 431.32 73,000.00
XXXXX XX 00000 2 05/30/97 00
6088264 05 07/01/97 0
6088264 N 06/01/12
0
1
1632294 593/593 F 74,950.00 ZZ
180 74,112.46 4
000 XXXXXX XXXXXX 8.500 738.07 00
XXXXX X,X,X & D 8.250 738.07 125,000.00
XXXXX XX 00000 2 05/06/97 00
6088272 05 07/01/97 0
6088272 N 06/01/12
0
1632397 286/286 F 239,400.00 ZZ
180 238,692.70 1
000 XXXXXX XXXXX 7.750 2,253.42 85
7.500 2,253.42 282,883.00
XXXXXXX XX 00000 1 08/22/97 11
0009167944 03 10/01/97 12
0009167944 O 09/01/12
0
1632672 076/076 F 508,000.00 ZZ
180 504,955.43 1
3100 ROYAL SYNDEY COURT 7.625 4,745.38 80
7.375 4,745.38 635,000.00
XXXXX XX 00000 2 07/24/97 00
8601952 03 09/01/97 0
8601952 O 08/01/12
0
1632887 E26/G02 F 18,900.00 ZZ
180 18,900.00 1
000 XXXXXX XXXXXX 9.250 194.52 90
9.000 194.52 21,000.00
XXXXXXXXXX XX 00000 1 09/11/97 01
0430391748 05 11/01/97 25
60700589 N 10/01/12
0
1633006 927/G02 F 120,000.00 ZZ
180 119,660.83 1
00000 0XX XXXXXX XXXX 8.250 1,164.17 80
8.000 1,164.17 150,000.00
XXX XX 00000 1 08/19/97 00
0430385104 05 10/01/97 0
318782 N 09/01/12
0
1633026 J96/G02 F 61,500.00 ZZ
180 61,500.00 1
000 XXXXXXXXXX XXXXX 7.875 583.30 66
7.625 583.30 94,000.00
1
XXXXXXX XX 00000 2 09/25/97 00
0430422659 05 11/01/97 0
9780238 N 10/01/12
0
1633052 K08/G02 F 78,500.00 ZZ
180 78,500.00 1
0000 XXXXXX XXXXX XX 7.750 738.90 60
7.500 738.90 131,000.00
XXXXX XX 00000 1 09/10/97 00
0410524540 05 11/01/97 0
410524540 O 10/01/12
0
1633068 K08/G02 F 185,500.00 ZZ
120 185,500.00 1
000 XXXXXXXXX XXXXX 8.250 2,275.21 43
8.000 2,275.21 435,000.00
XXXXXXXX XX 00000 2 09/10/97 00
0410537617 05 11/01/97 0
410537617 O 10/01/07
0
1633118 201/G02 F 66,400.00 ZZ
180 66,210.22 1
0000 XXXXX XXXX XXXXXX 8.125 639.36 80
7.875 639.36 83,000.00
XXXXXX XX 00000 1 08/26/97 00
0430393157 05 10/01/97 0
601473 N 09/01/12
0
1633135 B75/G02 F 118,800.00 ZZ
180 118,482.49 4
0000-00 XXXXX XXXXX XXXXXX 8.875 1,196.13 90
8.625 1,196.13 132,000.00
XXX XXXXXXX XX 00000 1 08/28/97 14
0430388884 05 10/01/97 25
2995652 N 09/01/12
0
1633331 686/686 F 142,500.00 ZZ
180 142,500.00 1
000 XXXX 000XX XXXXXX 7.615 1,330.33 75
7.365 1,330.33 190,000.00
XXXXX XX 00000 5 09/10/97 00
818302655 05 11/01/97 0
818302655 O 10/01/12
0
1
1633397 757/757 F 55,000.00 ZZ
180 55,000.00 3
00 XXXXXXXX XXXXXX 8.375 537.58 34
8.125 537.58 165,000.00
XXXXXXXX XX 00000 5 09/02/97 00
0003170065 05 11/01/97 0
0003170065 O 10/01/12
0
1633453 286/286 F 45,600.00 T
180 45,472.54 1
0000 XXXXXXXX XXX 8.375 445.71 80
8.125 445.71 57,000.00
XXX XXXX XXXXXX XX 00000 1 08/26/97 00
0008686977 05 10/01/97 0
0008686977 O 09/01/12
0
1633486 K08/G02 F 55,000.00 ZZ
180 55,000.00 1
6010 NE 3 AVENUE 8.250 533.58 70
8.000 533.58 79,000.00
XXXX XXXXXXXXXX XX 00000 2 09/05/97 00
0410527170 05 11/01/97 0
410527170 O 10/01/12
0
1633490 K08/G02 F 33,500.00 ZZ
180 33,500.00 1
0000 XXXXXXX XXXX XXXXX 8.750 334.82 59
8.500 334.82 57,500.00
XXXXXXX XX 00000 1 09/15/97 00
0410512867 01 11/01/97 0
410512867 N 10/01/12
0
1633674 A83/G02 F 206,400.00 ZZ
180 205,134.40 1
000 XXXXXXXXX XXXXXX 7.375 1,898.72 80
7.125 1,898.72 258,000.00
XXXX XXXXX XX 00000 1 07/25/97 00
0430393934 05 09/01/97 0
1001117 O 08/01/12
0
1633709 405/405 F 116,000.00 ZZ
180 116,000.00 1
1
0000 XXXXXXXXX XXXXX 7.875 1,100.21 79
7.625 1,100.21 147,000.00
XXXXXXXX XX 00000 5 09/05/97 00
008304354 05 11/01/97 0
008304354 O 10/01/12
0
1633804 K08/G02 F 126,800.00 ZZ
180 126,800.00 1
0000 XXXXXX XXXXX XXXXX 8.125 1,220.93 80
7.875 1,220.93 158,506.00
XXXXXXX XX 00000 1 09/11/97 00
0410529739 03 11/01/97 0
410529739 O 10/01/12
0
1633993 076/076 F 43,800.00 ZZ
180 43,562.37 1
0000 XXXX XXXXXX 8.750 437.76 80
8.500 437.76 54,750.00
XXXXXXX XX 00000 1 07/22/97 10
8620452 05 09/01/97 17
8620452 N 08/01/12
0
1634332 E23/G02 F 75,000.00 ZZ
180 75,000.00 1
00 XXXXXX XXXXXX 8.375 733.07 75
8.125 733.07 100,000.00
XXXXXXX XX 00000 2 09/04/97 00
0430395376 05 11/01/97 0
50501056 O 10/01/12
0
1634345 K08/G02 F 99,200.00 ZZ
180 98,910.14 1
00000 XX 000XX XXXXX 7.875 940.86 80
7.625 940.86 124,000.00
XXXXX XX 00000 2 08/28/97 00
0410490866 05 10/01/97 0
410490866 O 09/01/12
0
1634468 F30/G02 F 115,000.00 ZZ
180 115,000.00 3
0000 XXXXX 000 XXXX 8.250 1,115.66 52
8.000 1,115.66 225,000.00
XXXX XXXX XXXX XX 00000 5 09/17/97 00
0430391144 05 11/01/97 0
1
12950 O 10/01/12
0
1634473 387/387 F 45,600.00 ZZ
180 45,341.34 1
34 APRIL POINT NORTH 8.250 442.39 80
8.000 442.39 57,000.00
XXXXXXXXXX XX 00000 1 07/03/97 00
0001162858 09 09/01/97 0
0001162858 N 08/01/12
0
1634490 K08/G02 F 206,400.00 ZZ
180 206,400.00 1
00000 X. XXXXXXXX XXXXX 8.000 1,972.47 80
7.750 1,972.47 258,000.00
XXXXXX XX 00000 5 09/08/97 00
0410531453 05 11/01/97 0
410531453 O 10/01/12
0
1638473 K08/G02 F 40,000.00 ZZ
180 40,000.00 1
4905 SEINER COURT 8.375 390.97 28
8.125 390.97 147,500.00
XXXXXXXXX XX 00000 1 09/19/97 00
0410534366 05 11/01/97 0
410534366 O 10/01/12
0
1638476 K08/G02 F 38,000.00 ZZ
180 38,000.00 3
000 X.X. 00XX XXXXXX 8.125 365.90 43
7.875 365.90 90,000.00
XXXX XXXXXXXXXX XX 00000 5 09/15/97 00
0410546584 05 11/01/97 0
410546584 O 10/01/12
0
1638491 K08/G02 F 37,050.00 ZZ
180 37,050.00 1
0000 X XXXXXXX XXXX XX. XXXX X 8.000 354.07 95
UNIT #131 7.750 354.07 39,000.00
XXXXXX XX 00000 1 09/17/97 10
0410534267 01 11/01/97 30
410534267 O 10/01/12
0
1
TOTAL NUMBER OF LOANS : 1,116
TOTAL ORIGINAL BALANCE : 106,260,932.00
TOTAL PRINCIPAL BALANCE : 104,940,731.29
TOTAL ORIGINAL P+I : 1,039,135.73
TOTAL CURRENT P+I : 1,039,135.73
***************************
* END OF REPORT *
***************************
RUN ON : 10/21/97 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 07.45.38 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RALI 1997-QS11 15 YR CUTOFF : 10/01/97
POOL : 0004265
:
:
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
---------------------------------------------------------
1419886 .2500
33,999.74 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.0000 1.6700
1419888 .2500
33,999.74 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.0000 1.6700
1422025 .2500
25,220.57 .0800
9.3500 .0000
9.1000 .0000
9.0200 .0000
7.0000 2.0200
1454861 .2500
301,924.19 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1488774 .2500
85,391.82 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1494445 .2500
302,843.81 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1
1494510 .2500
668,590.05 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1503434 .2500
31,480.63 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
1506197 .2500
31,274.91 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1506303 .2500
49,240.87 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1507714 .2500
107,113.68 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2950 .0000
1508114 .2500
38,817.14 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
7.0000 2.5450
1509822 .2500
143,906.52 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1513946 .2500
106,640.77 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1
1514674 .2500
217,376.27 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5450 .0000
1515419 .2500
613,349.86 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1515981 .2500
33,793.07 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1531540 .2500
121,432.74 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1531785 .2500
76,398.45 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.0000 1.7950
1532322 .2500
126,241.94 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.0000 2.1700
1534734 .2500
92,993.13 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.0000 2.2950
1537155 .2500
42,008.77 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.0000 1.6700
1
1537240 .2500
48,299.49 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1537390 .2500
30,550.75 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.0000 2.2950
1538259 .2500
87,644.30 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.0000 2.1700
1539744 .2500
96,805.48 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.0000 1.5450
1539893 .2500
139,958.47 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1540766 .2500
97,105.02 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
7.0000 2.5450
1541083 .2500
43,745.78 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1541291 .2500
23,757.53 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
7.0000 2.2950
1
1544781 .2500
61,418.89 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1546355 .2500
174,807.81 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1546672 .2500
44,474.67 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.0000 1.2950
1546751 .2500
196,050.62 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1547017 .2500
60,676.93 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1547101 .2500
146,451.58 .0800
8.3750 .0000
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8.6250 .0000
8.5450 .0000
7.0000 1.5450
1630480 .2500
30,478.77 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.0000 1.5450
1630481 .2500
63,380.31 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1630482 .2500
61,889.02 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1630483 .2500
397,576.35 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1630484 .2500
57,510.24 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1630485 .2500
126,046.82 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1630486 .2500
89,419.01 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1
1630487 .2500
85,760.76 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1630488 .2500
69,795.47 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1630489 .2500
39,886.94 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1630490 .2500
206,427.84 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1630491 .2500
36,894.25 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1630492 .2500
316,860.46 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1630493 .2500
86,738.45 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1630494 .2500
107,691.34 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1
1630495 .2500
185,690.71 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1630496 .2500
124,079.84 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1630497 .2500
62,119.07 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1630499 .2500
83,491.01 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1630500 .2500
89,731.16 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1630501 .2500
54,691.45 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1630502 .2500
103,213.91 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1630503 .2500
182,034.27 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.0000 1.6700
1
1630624 .2500
121,171.61 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
1630625 .2500
110,269.60 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1630629 .2500
143,610.79 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
1630652 .2500
61,425.89 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1630666 .2500
32,307.40 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1630707 .2500
99,400.68 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1630735 .2500
239,314.08 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1630779 .2500
109,888.53 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1
1630833 .2500
55,642.29 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1630858 .2500
59,429.66 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1630867 .2500
52,356.50 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.0000 1.2950
1630869 .2500
22,684.98 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1630956 .2500
121,950.46 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1631003 .2500
101,213.12 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1631024 .2500
73,285.22 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1631104 .2500
56,950.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1
1631139 .2500
181,069.36 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1631200 .2500
71,613.72 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.0000 1.5450
1631210 .2500
39,889.43 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1631215 .2500
27,923.47 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.0000 1.2950
1631494 .2500
53,097.82 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1631574 .2500
56,833.44 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1631578 .2500
176,521.61 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
1631692 .2500
119,672.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.0000 1.2950
1
1631992 .2500
96,000.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
1632008 .2500
276,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1632086 .2500
53,854.04 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
1632095 .2500
32,307.39 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1632096 .2500
24,929.34 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1632099 .2500
89,722.17 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1632124 .2500
34,000.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
1632234 .2500
64,800.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
1632269 .2500
104,400.00 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.0000 1.7950
1632270 .2500
170,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1632292 .2500
43,310.55 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1632294 .2500
74,112.46 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1632397 .2500
238,692.70 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1632672 .2500
504,955.43 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1632887 .2500
18,900.00 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.0000 1.9200
1633006 .2500
119,660.83 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1
1633026 .2500
61,500.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1633052 .2500
78,500.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1633068 .2500
185,500.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1633118 .2500
66,210.22 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1633135 .2500
118,482.49 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.0000 1.5450
1633331 .2500
142,500.00 .0800
7.6150 .0000
7.3650 .0000
7.2850 .0000
7.0000 .2850
1633397 .2500
55,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1633453 .2500
45,472.54 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1
1633486 .2500
55,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1633490 .2500
33,500.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
1633674 .2500
205,134.40 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1633709 .2500
116,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1633804 .2500
126,800.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1633993 .2500
43,562.37 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
1634332 .2500
75,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1634345 .2500
98,910.14 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
1634468 .2500
115,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1634473 .2500
45,341.34 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1634490 .2500
206,400.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1638473 .2500
40,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1638476 .2500
38,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1638491 .2500
37,050.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
TOTAL NUMBER OF LOANS: 1116
TOTAL BALANCE........: 104,940,731.29
RUN ON : 10/21/97 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 07.45.38 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RALI 1997-QS11 15YR FIXED SUMMARY REPORT CUTOFF : 10/01/97
POOL : 0004265
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
--------------------------------------------------------------------
CURR NOTE RATE 8.3343 6.6250 10.6250
RFC NET RATE 8.0837 6.3750 10.3750
NET MTG RATE(INVSTR RATE) 8.0039 6.2950 10.2950
POST STRIP RATE 6.9971 6.2950 7.0000
SUB SERV FEE .2506 .2500 .5000
MSTR SERV FEE .0798 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP 1.0068 .0000 3.2950
TOTAL NUMBER OF LOANS: 1116
TOTAL BALANCE........: 104,940,731.29
***************************
* END OF REPORT *
***************************
DOCSNY1:411472.4 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.
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.
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:
DOCSNY1:411472.4 1
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
DOCSNY1:411472.4 1
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Mortgage Asset-Backed Pass-Through Certificates, Series
1997-QS11, Class R (the "Owner")), a [savings institution] [corporation] duly
organized and existing under the laws of [the State of __________________] [the
United States], on behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) will
endeavor to remain other than a disqualified organization for so long as it
retains its ownership interest in the Class R Certificates, and (iii) is
acquiring the Class R Certificates for its own account or for the account of
another Owner from which it has received an affidavit and agreement in
substantially the same form as this affidavit and agreement. (For this purpose,
a "disqualified organization" means the United States, any state or political
subdivision thereof, any agency or instrumentality of any of the foregoing
(other than an instrumentality all of the activities of which are subject to tax
and, except for the Federal Home Loan Mortgage Corporation, a majority of whose
board of directors is not selected by any such governmental entity) or any
foreign government, international organization or any agency or instrumentality
of such foreign government or organization, any rural electric or telephone
cooperative, or any organization (other than certain farmers' cooperatives) that
is generally exempt from federal income tax unless such organization is subject
to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R Certificates to disqualified organizations under the Code,
that applies to all transfers of Class R Certificates after March 31, 1988; (ii)
that such tax would be on the transferor, or, if such transfer is through an
agent (which person includes a broker, nominee or middleman) for a disqualified
organization, on the agent; (iii) that the person otherwise liable for the tax
shall be relieved of liability for the tax if the transferee furnishes to such
person an affidavit that the transferee is not a disqualified organization and,
at the time of transfer, such person does not have actual knowledge that the
affidavit is false; and (iv) that the Class R Certificates may be "noneconomic
residual interests" within the meaning of Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic residual interest
will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding Class R Certificates if at any time during the taxable year of
the pass-through entity a 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. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate
that is described in Section 7701(a)(30)(D) of the Code, or a trust that is
described in Section 7701(a)(30)(E) of the Code, 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.
6. 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.
7. 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.
8. 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.
9. The Owner's Taxpayer Identification Number is ______________.
10. 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.
11. 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.
12. 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.
13. 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.
14. The Purchaser is not an employee benefit plan or other plan
subject to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or an investment
manager, named fiduciary or a trustee of any such plan, or any other Person
acting, directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any such plan.
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__.
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Accredit Loans, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Bankers Trust Company
0 Xxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Residential Accredit Loans, Inc. Series 1997-QS11
Re: Mortgage Asset-Backed Pass-Through Certificates, Series
1997-QS11, Class R
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_______________________________ (the "Seller") to
_______________________________ (the "Purchaser") of $_____________ Initial
Certificate Principal Balance of Mortgage Asset-Backed Pass-Through
Certificates, Series 1997-QS11, Class R (the "Certificates"), pursuant to
Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of October 1, 1997 among Residential Accredit Loans, Inc.,
as seller (the "Company"), Residential Funding Corporation, as master servicer,
and Bankers Trust Company, as trustee (the "Trustee"). All terms used herein and
not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Seller hereby certifies, represents and warrants to,
and covenants with, the Company and the Trustee that:
1. No purpose of the Seller relating to the transfer of the
Certificate by the Seller to the Purchaser is or will be to impede the
assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to the
Trustee and the Master Servicer a transfer affidavit and agreement in the form
attached to the Pooling and Servicing Agreement as Exhibit I-1. The Seller does
not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the 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:
DOCSNY1:411472.4 1
EXHIBIT J-1
FORM OF INVESTOR REPRESENTATION LETTER
[date]
Residential Accredit Loans, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Bankers Trust Company
0 Xxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Residential Accredit Loans, Inc. Series 1997-QS11
RE: Mortgage Asset-Backed Pass-Through Certificates, Series
1997-QS11, [Class B-]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Asset-Backed Pass-Through Certificates, Series
1997-QS11, Class __ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of October
1, 1997 among Residential Accredit Loans, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer, and Bankers Trust Company,
as trustee (the "Trustee"). All terms used herein and not otherwise defined
shall have the meanings set forth in the Pooling and Servicing Agreement. The
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
___________________, 19__, relating to the Certificates (b)] a copy of the
Pooling and Servicing Agreement and [b] [c] such other information
concerning the Certificates, the Mortgage Loans and the Company as has
been requested by the Purchaser from the Company or the Seller and is
relevant to the Purchaser's decision to purchase the Certificates. The
Purchaser has had any questions arising from such review answered by the
Company or the Seller to the satisfaction of the Purchaser. [If the
Purchaser did not purchase the Certificates from the Seller in connection
with the initial distribution of the Certificates and was provided with a
copy of the Private Placement Memorandum (the "Memorandum") relating to
the original sale (the "Original Sale") of the Certificates by the
Company, the Purchaser acknowledges that such Memorandum was provided to
it by the Seller, that the Memorandum was prepared by the Company solely
for use in connection with the Original Sale and the Company did not
participate in or facilitate in any way the purchase of the Certificates
by the Purchaser from the Seller, and the Purchaser agrees that it will
look solely to the Seller and not to the Company with respect to any
damage, liability, claim or expense arising out of, resulting from or in
connection with (a) error or omission, or alleged error or omission,
contained in the Memorandum, or (b) any information, development or event
arising after the date of the Memorandum.]
5. The Purchaser has not and will not nor has it authorized or will
it authorize any person to (a) offer, pledge, sell, dispose of or
otherwise transfer any Certificate, any interest in any Certificate or any
other similar security to any person in any manner, (b) solicit any offer
to buy or to accept a pledge, disposition of other transfer of any
Certificate, any interest in any Certificate or any other similar security
from any person in any manner, (c) otherwise approach or negotiate with
respect to any Certificate, any interest in any Certificate or any other
similar security with any person in any manner, (d) make any general
solicitation by means of general advertising or in any other manner or (e)
take any other action, that (as to any of (a) through (e) above) would
constitute a distribution of any Certificate under the Act, that would
render the disposition of any Certificate a violation of Section 5 of the
Act or any state securities law, or that would require registration or
qualification pursuant thereto. The Purchaser 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
(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"),
or any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or indirectly,
on behalf of or purchasing any Certificate with "plan assets" of any
Plan; or
(b) is an insurance company, the source of funds to
be used by it to purchase the Certificates is an "insurance company general
account" (within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the
availability of the exemptive relief afforded under Section III of PTCE 95-60.
Very truly yours,
By:
Name:
Title:
EXHIBIT J-2
FORM OF ERISA REPRESENTATION LETTER
_____________, 199_
Residential Funding Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Residential Accredit Loans, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Bankers Trust Company
Xxxx Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Accredit Loans, Inc. Series 1997-QS11
Re: Mortgage Asset-Backed Pass-Through Certificates, Series
1997-QS11, Class M-__
Dear Sirs:
________________ (the "Purchaser") intends to purchase
from___________________ (the "Seller") $________________ Initial Certificate
Principal Balance of Mortgage Asset-Backed Pass-Through Certificates, Series
1997-QS11, Class M-__ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of October
1, 1997, among Residential Accredit Loans, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer") and
Bankers Trust Company, as (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:
(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan; or
(b) is an insurance company, the source of funds to be used by it to
purchase the Certificates is an "insurance company general account"
(within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon
the availability of the exemptive relief afforded under Section III of
PTCE 95-60.
Very truly yours,
By:
Name:
Title:
DOCSNY1:411472.4 1
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
_____________________, 19
Residential Accredit Loans, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Bankers Trust Company
0 Xxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Residential Accredit Loans, Inc. Series 1997-QS11
Re: Mortgage Asset-Backed Pass-Through Certificates, Series
1997-QS11, Class B-__
Ladies and Gentlemen:
In connection with the sale by (the "Seller") to
(the "Purchaser") of $ Initial Certificate Principal Balance
of Mortgage Asset-Backed Pass-Through Certificates, Series 1997-QS11, Class (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of October 1, 1997 among
Residential Accredit Loans, Inc., as seller (the "Company"), Residential Funding
Corporation, as master servicer, and Bankers Trust Company, as trustee (the
"Trustee"). The Seller hereby certifies, represents and warrants to, and
covenants with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the "Act"), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act, in any
manner set forth in the foregoing sentence with 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:
DOCSNY1:411472.4 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 October 1, 1997 among
Residential Funding Corporation as Master Servicer, Residential Accredit Loans,
Inc. as depositor pursuant to Section 5.02 of the Agreement and Bankers Trust
Company, as trustee, as follows:
a. The Buyer understands that the Rule 144A Securities have
not been registered under the 1933 Act or the securities laws of any
state.
b. The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks
of investment in the Rule 144A Securities.
c. The Buyer has been furnished with all information regarding
the Rule 144A Securities that it has requested from the Seller, the
Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security from, or otherwise
approached or negotiated with respect to the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security with,
any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Rule 144A Securities under the
1933 Act or that would render the disposition of the Rule 144A Securities
a violation of Section 5 of the 1933 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it authorize any
person to act, in such manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term
is defined in Rule 144A under the 1933 Act and has completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2. The Buyer is aware that the sale to it is being made in reliance on
Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own
account or the accounts of other qualified institutional buyers,
understands that such Rule 144A Securities may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
[3. The Buyer
a. is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan; or
b. is an insurance company, the source of funds to be used by
it to purchase the Certificates is an "insurance company general account"
(within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon
the availability of the exemptive relief afforded under Section III of
PTCE 95-60.]
4. This document may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document
as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
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.
___ 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:
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:
DOCSNY1:411472.4 1
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 orporation
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 theTrust 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.
DOCSNY1:411472.4 1
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL ACCREDIT LOANS, INC.
Mortgage Asset-Backed Pass-Through Certificates
Series 1997-QS11
____________, 199__
Bankers Trust Company
0 Xxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Residential Accredit Loans, Inc. Series 1997-QS11
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 October 1, 1997 (the "Servicing Agreement"), among
Residential Accredit Loans, Inc. (the "Company"), Residential Funding and
Bankers Trust Company (the "Trustee") as amended by Amendment No. ___ thereto,
dated as of ________, with respect to the Mortgage Asset-Backed Pass-Through
Certificates, Series 1997-QS11 (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:
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
Title:
RESIDENTIAL ACCREDIT LOANS, INC.
By:
Name:
Title:
DOCSNY1:411472.4 1
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
[date]
Residential Accredit Loans, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Bankers Trust Company
0 Xxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Residential Accredit Loans, Inc. Series 1997-QS11
Re: Mortgage Asset-Backed Pass-Through Certificates, Series 1997-QS11
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
October 1, 1997 among Residential Accredit Loans, Inc., as seller (the
"Company"), Residential Funding Corporation, as master servicer, and the
Trustee. All terms used herein and not otherwise defined shall have the meanings
set forth in the Pooling and Servicing Agreement. The Lender hereby certifies,
represents and warrants to, and covenants with, the Master Servicer and the
Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is solely to
comply with, or facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be modified
to have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed assignment; and
(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
DOCSNY1:411472.4 1
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1600512 230,853.29 6.420 8.0000000000% 19,127.84
1596722 270,160.65 6.545 6.5000000000% 17,560.44
1600449 222,104.77 6.545 6.5000000000% 14,436.81
1600529 358,851.82 6.545 6.5000000000% 23,325.37
1600448 248,417.90 6.670 4.7142857143% 11,711.13
1600453 345,544.28 6.670 4.7142857143% 16,289.94
1600454 267,429.54 6.670 4.7142857143% 12,607.39
1600510 226,483.19 6.670 4.7142857143% 10,677.06
1607276 277,200.00 6.670 4.7142857143% 13,068.00
1607433 296,180.83 6.670 4.7142857143% 13,962.81
1607590 250,000.00 6.670 4.7142857143% 11,785.71
1599062 598,127.51 6.795 2.9285714286% 17,516.59
1599084 190,542.95 6.795 2.9285714286% 5,580.19
1600465 558,688.17 6.795 2.9285714286% 16,361.58
1600480 214,029.96 6.795 2.9285714286% 6,268.02
1600481 261,850.44 6.795 2.9285714286% 7,668.48
1600528 255,599.82 6.795 2.9285714286% 7,485.42
1600532 249,219.80 6.795 2.9285714286% 7,298.58
1602985 234,266.60 6.795 2.9285714286% 6,860.66
1603629 580,000.00 6.795 2.9285714286% 16,985.71
1607436 318,643.86 6.795 2.9285714286% 9,331.71
1607438 257,947.54 6.795 2.9285714286% 7,554.18
1607495 591,275.20 6.795 2.9285714286% 17,315.92
1611593 631,200.00 6.795 2.9285714286% 18,485.14
1601229 370,062.75 6.845 2.2142857143% 8,194.25
1605715 267,861.44 6.845 2.2142857143% 5,931.22
1606229 155,000.00 6.845 2.2142857143% 3,432.14
1550600 399,022.16 6.920 1.1428571429% 4,560.25
1599080 258,735.43 6.920 1.1428571429% 2,956.98
1599112 260,588.43 6.920 1.1428571429% 2,978.15
1600452 252,029.55 6.920 1.1428571429% 2,880.34
1600459 292,179.38 6.920 1.1428571429% 3,339.19
1600479 301,167.69 6.920 1.1428571429% 3,441.92
1600487 238,513.74 6.920 1.1428571429% 2,725.87
1600490 372,677.79 6.920 1.1428571429% 4,259.17
1600492 292,267.74 6.920 1.1428571429% 3,340.20
1600495 263,199.83 6.920 1.1428571429% 3,008.00
1600507 258,389.91 6.920 1.1428571429% 2,953.03
1600520 440,512.39 6.920 1.1428571429% 5,034.43
1603581 300,000.00 6.920 1.1428571429% 3,428.57
1607325 230,000.00 6.920 1.1428571429% 2,628.57
1607458 356,645.89 6.920 1.1428571429% 4,075.95
1607499 282,241.31 6.920 1.1428571429% 3,225.61
1607529 496,903.70 6.920 1.1428571429% 5,678.90
1607773 249,228.26 6.920 1.1428571429% 2,848.32
1610746 348,919.56 6.920 1.1428571429% 3,987.65
1484064 216,276.55 6.970 0.4285714286% 926.90
1603060 104,677.28 6.970 0.4285714286% 448.62
1604649 239,259.13 6.970 0.4285714286% 1,025.40
1607670 563,255.86 6.970 0.4285714286% 2,413.95
1609234 295,200.00 6.970 0.4285714286% 1,265.14
$16,039,433.89 2.4954337362% $400,253.44
DOCSNY1:411472.4 1
EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[DATE]
Bankers Trust Company
0 Xxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Re: Residential Accredit Loans, Inc., Mortgage Asset-Backed
Pass-Through Certificates, Series 1997-QS11
Residential Funding Corporation, as the Holder of a ___% Percentage
Interest of the Class A-3[-1] Certificates, hereby requests the Trustee to
exchange the above-referenced Certificates for the Subclasses referred to below:
1. Class A-3-_ Certificates, corresponding to the
following Uncertificated REMIC Regular Interests: [List
numbers corresponding to the related loans and Pool Strip
Rates from the Mortgage Loan Schedule]. The initial Subclass
Notional Amount and the Initial Pass-Through Rate on the Class
A-3-_ Certificates will be $__________ and ____%,
respectively.
[2. Repeat as appropriate.]
The Subclasses requested above will represent in the aggregate all
of the Uncertificated REMIC Regular Interests represented by the Class A-3[-1]
Certificates surrendered for exchange.
All capitalized terms used but not defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement, dated as of October
1, 1997, among Residential Accredit Loans, Inc., Residential Funding
Corporation and Bankers Trust Company, as trustee.
RESIDENTIAL FUNDING CORPORATION
By:
Name:
Title:
