COCHRANE: Mortgage Pass Through Security in 1997 before MERS.

Here is example of a Real Mortgage Pass Through Security in 1997 before MERS.

MASTER SERVICER

OCWEN BANK FSB
Wholly Owned subsidiary Ocwen Financial Corporation is market leader in the Non-Performing Mortgage Loan Acquisition Business.

See the language – real laws acknowledged and followed?

Cut/Pasted

1/28/98 Salomon Bros Mort Sec VII…Hud-1 15-15D
Registrant Salomon Bros Mort Sec VII Inc Mor Pa Thr Cert Se 1997 Hud-1
Jay B. Goldman Officer of Ocwen Federal Bank (FSB) (561) 681-8279 or fax (561) 68 1 -8186
Bank had in effect a fidelity bond and an errors and omissions policy in the
combined amount of $10,000,000.00
LASALLE NATIONAL BANK CAPACITY AS TRUSTEE 135 South LaSalle Street, Suite 1740 Chicago, Illinois 60674-4107

The Offered Certificates will be transferable and exchangeable at
the corporate trust offices of the Trustee, located in Chicago, Illinois.

Exhibit 99.2
Price WaterhouseLLP
One East Broward Blvd, Suite 1700, Fort Lauderdale FL 33301
954-463-6280

Possibly Inactive per 1/28/98 Form 15
Office Address Map…
Mail Address Map…

Seven World Trade Cntr
29h Floor
New York, New York 10048
U.S.A. Seven World Trade Center
29th Floor
New York, New York 10048
U.S.A.

Phone Number Incorporated In IRS Number Fiscal-Year End SEC CIK #
1-212-783-7000
Delaware, U.S.A.
13-3439681 12/31
1038585

SIC Code Industry Source As Of
6189 Asset-Backed Securities (ABSs)
SEC 4/14/98
Master Servicer, Ocwen Bank FSB wholly owned subsidiary Ocwen Financial Corporation, MAJOR BUSINESS RESOLUTION OF NONPERFORMING LOAN PORTFOLIOS ACQUIRED FROM THE ‘RESOLUTION TRUST CORPORATION, FROM PRIVATE INVESTORS, AND MOST RECENTLY, FROM HUD, THROUGH HUD’S AUCTION OF DEFAULTED FHA LOANS.

“MASTER SERVICER’ OCWEN BANK FSB, WHOLLY OWNED SUBSIDIARY OCWEN FINANCIAL CORPORATION,, IS MARKET LEADER IN THE NONPERFORMING MORTGAGE LOAN ACQUISTION BUSINESS (1996) HAVING ACQUIRED IN EXCESS OF $3.7 BILLION OF SUCH MORTGAGE LOANS OVER PAST 5 YEARS ((1992)) RESIDENTIAL AND COMMERCIAL.

PROSPECTUS: 4/29/1997 http://www.secinfo.com/dqTm6.85d.htm?Find=UNDERWRITER#47thPage
UNDERWRITER: SOLOMON BROTHERS, INC
“Offered Certificates” will be purchased by the Underwriter from the Depositor.
“CERTIFICATES” SOLOMON BROTHERS, INC WILL PURCHASE FROM ‘SALOMON BROTHERS MORTGAGE SECURITIES VII, INC. DEPOSSITOR
Underwriter SOLAMAN BROTHERS INC. will offer to public in negotiated transactions or otherwise varying prices…Offered Certificates subject To receipt and acceptance by the Underwriter SOLOMAN BROTHERS INC.
MASTER SERVICER – OCWEN FEDERAL BANK FSB Fort Lee NJ headquartered, a federally chartered savings bank. And is a wholly-owned subsidiary of Ocwen Financial Corporation, a public financial services holding company. (Office of Thrift Supervision)
DEPOSITOR: SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
ISSUANCE OF CERTIFICATES: DEPOSITOR, SALOMON BROTHERS MORTGAGE SECURITIES VV INC WILL CAUSE THE ‘MORTGAGE LOANS’ TO BE ASSIGNED TO THE TRUSTEE. WITH RESPECT TO SUCH ‘MORTGAGE LOANS’ AFTER THE CUT-OFF DATE.
TRUSTEEE LASALLE BANK NA, WILL CONCURRENTLY WITH SUCH ASSIGNMENT, DELIVER CERTIFICATES TO DEPOSITOR SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
IN EXCHANGE FOR THE TRUST FUND

TRUST FUND (PROCEEDS sole source of payments) on the offered CERTIFICATES
CERTIFICATES NOT AN OBLIGATION OF OR INTEREST OF …I
SELLER ‘MORTGAGE LOAN’
CERTIFICATES ‘NOT INSURED’
MORTGAGE LOANS (UNDERLYING) ARE NOT INSURED OR GUARANTEED BY ANY GOVERMENTAL AGENCY OR INSTRUMENTALITY.
DEPOSITER SALOMON BROTHERS MORTGAGE SECURITIES VV, INC. WILL (EACH MORTGAG ELOAN, DELIVE ROR CAUSE TO BE DELIVERED TO THE TRUSTEE (LASALLE BANK NA)
(i) The Mortgage Note endorsed, without recourse, to the order of the Trustee (or the original assignment and lost note affidavit in those cases where HUD did not deliver an original Mortgage Note to the Mortgage Loan Seller),
(ii) The Mortgage with evidence of recording indicated thereon (or a copy of such Mortgage certified by the related recording office
(iii) An Assignment of the Mortgage to the TRUSTEE in recordable form.
Master Servicer: OCWEN FEDERAL BANK FSB WILL PROMPTLY CAUSE THE ASSIGNMENT of each related Mortgage Loan to be recorded in the appropriate public offic3e for real property records.

Trustee will hold such documents in trust for the benefit of the Certificateholders.
Trustee will review the Mortgage Note described in the clause
(i) Above prior to the Closing Date.
(ii) Mortgage Loan Seller must cure the omission or defect. The Mortgage Loan Seller will be obligated to repurchase the related Mortgage Loan from the Trust Fund, at the Purchase price or substitute for such Mortgage Loan
(iii) There can be no assurance that the Mortgage Loan Seller will fulfill this repurchase or substitution obligation constitutes the sole remedy available to the Certificateholders or the TRUSTEE LaSalle Bank NA for omission of, or a material defect in, a Mortgage Note.
(iv)

File Date: March 25, 1998 (10K for 1997)
FORM 10-K

Annual Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 1997

Commission File Number: 333-22559

Salomon Brothers Mortgage Securities VII, Inc.
(Exact Name of registrant as specified in its charter)

Delaware jURISDICTION 13-3439681 (I.R.S. Employer
Seven World Trade Center, New York, New York 10048
(Address of Principal Executive Office)

212-783-5659
(Registrant’s telephone number, including area code)
CLASS ‘A’ PROTECTION “CREDIT ENHANCEMENTS”
The rights of the holders of the Class B Certificates and the Residual Certificates to receive distributions with respect to the Mortgage Loans will be subordinate to the rights of the holders of the Senior Certificates, and the rights of the holders of the Residual Certificates to receive distributions with respect to the Mortgage Loans will be subordinate to the rights of the holders of the Senior Certificates and the Class B Certificates, in each case to the extent described herein. Further, the Class B Certificates of any class having a higher numerical class designation are subordinated, to the extent described herein, to the Class B Certificates of each class having a lower numerical class designation.

As: Registrant Goldman Jay
List All Filings as Signatory “Jay Goldman” = 12 Registrants
“Jay Goldman” has been a Signatory for/with the following 12 Registrants:
• City Holding Capital Trust
• City Holding Capital Trust II
• City Holding Co
• Easylink Services Corp [ formerly Mail Com Inc ]
• First Look Media Inc [ formerly Overseas Filmgroup Inc ]
• FNX Mining Co Inc
• Goldman Jay
• National Properties Investment Trust [ formerly Roberts Richard Real Estate Growth Trust I ]
• Next Wave Telecom Inc
• NWT Uranium Corp [ formerly Northwestern Mineral Ventures Inc ]
• Philips International Realty Corp
• Salomon Bros Mort Sec VII Inc Mor Pa Thr Cert Se 1997 Hud-1

REGISTRATION OF THE BOOK-ENTRY CERTIFICATES

DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a “clearing
corporation” within the meaning of the New York Uniform Commercial Code, and a
“clearing agency” registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended. DTC was created to hold securities
for its participating organizations (“Participants”) and to facilitate the
clearance and settlement of securities transactions between Participants through
electronic book entries, thereby eliminating the need for physical movement of
certificates. Participants include securities brokers and dealers (including the
Underwriter), banks, trust companies and clearing corporations. Indirect access
to the DTC system is also available to others such as banks, brokers, dealers,
and trust companies that clear through or maintain a custodial relationship with
a Participant, either directly or indirectly (“Indirect Participants”).

Certificate Owners that are not Participants or Indirect Participants but
desire to purchase, sell or otherwise transfer ownership of, or other interests
in, the Book-Entry Certificates may do so only through Participants and Indirect
Participants. In addition, Certificate Owners will receive all distributions of
principal of and interest on the Book-Entry Certificates from the Trustee
through DTC and DTC Participants. The Trustee will forward payments to DTC in
same day funds and DTC will forward such payments to Participants in next day
funds settled through the New York Clearing House. Each Participant will be
responsible for disbursing such payments to Indirect Participants or to
Certificate Owners. Unless and until Definitive Certificates are issued, it is
anticipated that the only Certificateholder of the Book-Entry Certificates will
be CEDE, as nominee of DTC. Certificate Owners will not be recognized by the
Trustee as Certificateholders, as such term is used in the Agreements and
Certificate Owners will be permitted to exercise the rights of
Certificateholders only indirectly through DTC and its Participants.

Under the rules, regulations and procedures creating and affecting DTC and
its operations (the “Rules”), DTC is required to make book-entry transfers of
Book-Entry Certificates among Participants and to receive and transmit
distributions of principal of, and interest on, the Book-Entry Certificates.
Participants and Indirect Participants with which Certificate Owners have
accounts with respect to the Book-Entry Certificates similarly are required to
make book-entry transfers and receive and transmit such payments on behalf of
their respective Certificate Owners. Accordingly, although Certificate Owners
will not possess Definitive Certificates, the Rules provide a mechanism by which
Certificate Owners through their Participants and Indirect Participants will receive
payments and will be able to transfer their interest.

Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect Participants and on behalf of certain banks, the ability of a
Certificate Owner to pledge Book-Entry Certificates to persons or entities that
do not participate in the DTC system, or to otherwise act with respect to such
Certificates, may be limited due to the absence of physical certificates for the
BookEntry Certificates. In addition, under a book-entry format, Certificate
Owners may experience delays in their receipt of payments since distribution
will be made by the Trustee to CEDE, as nominee for DTC.

Under the Rules, DTC will take action permitted to be taken by a
Certificateholder under the Agreement only at the direction of one or more
Participants to whose DTC account the Book-Entry Certificates are credited.
Additionally, under the Rules, DTC will take such actions with respect to
specified Voting Rights only at the direction of and on behalf of Participants
whose holdings of BookEntry Certificates evidenced such specified Voting Rights.
DTC may take conflicting actions with respect to Voting Rights, to the extent
that Participants whose holdings of Book-Entry Certificates evidenced such
Voting Rights, authorize divergent action.

The Depositor, the Master Servicer, the Trustee and the Fiscal Agent will
have no liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in the Book-Entry Certificates held by
CEDE, as nominee for DTC, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

DEFINITIVE CERTIFICATES

Definitive Certificates will be issued to Certificate Owners or their
nominees, respectively, rather than to DTC or its nominee, only if (i) the
Depositor advises the Trustee in writing that DTC is no longer willing or able
to discharge properly its responsibilities as Clearing Agency with respect to
the Book-Entry Certificates and the Depositor is unable to locate a qualified
successor, (ii) the Depositor, at its option, elects to terminate the book-entry
system through DTC, or (iii) after the occurrence of a Master Servicer event of
default, Certificate Owners representing in the aggregate not less than 51% of
the Voting Rights of the Book-Entry Certificates advise the Trustee and DTC
through Participants, in writing, that the continuation of a book-entry system
through DTC (or a successor thereto) is no longer in the Certificate Owners’
best interest.

Upon the occurrence of any event described in the immediately preceding
paragraph, the Trustee is required to notify all Certificate Owners through
Participants of the availability of Definitive Certificates. Upon surrender by
DTC of the Definitive Certificates representing the Book-Entry Certificates and
receipt of instructions for re-registration, the Trustee will reissue the
Book-Entry Certificates as Definitive Certificates issued in the respective
principal amounts owned by individual Certificate Owners, and thereafter the
Trustee will recognize the holders of such Definitive Certificates as
Certificateholders under the Agreement. Such Definitive Certificates will be
issued in minimum denominations of $10,000, except that any beneficial ownership
represented by a Book-Entry Certificate in an amount less than $10,000
immediately prior to the issuance of a Definitive Certificate shall be issued in
a minimum denomination equal to the amount of such beneficial ownership.

DISTRIBUTIONS ON THE CERTIFICATES

Distributions on the Certificates will be made, to the extent of available
funds, on the 25th day of each month (or, if any such 25th day is not a business
day, then on the next succeeding business day), beginning in May 1997 (each, a
“Distribution Date”). The total of all payments and other collections (or
advances in lieu thereof) on or in respect of the Mortgage Loans that are
available for distribution to holders of the Certificates (“Certificateholders”)
on any Distribution Date is the “Available Distribution Amount” for such date.

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