SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April
27, 1995
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as
seller under a Pooling and Servicing Agreement dated as
of April 1, 1995 providing for, inter alia, the issuance
of Mortgage Pass-Through Certificates, Series 1995-S4)
Residential Funding Mortgage Securities
I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 33-54227 75-2006294
(State or Other (Commission (I.R.S. Employer
jurisdiction) File Number) Identification No.)
8400 Normandale Lake Blvd.
Suite 600
Minneapolis, Minnesota 55437
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is
(612) 832-7000
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1. Pooling and Servicing Agreement, dated as
of April 1, 1995 among Residential Funding Mortgage
Securities I, Inc. as seller, Residential Funding
Corporation, as master servicer, and Bankers Trust
Company, as trustee.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
RESIDENTIAL FUNDING
MORTGAGE SECURITIES
I, INC.
By:
Name:Jill M. Davis
Title:Vice President
Dated: April 27, 1995
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
RESIDENTIAL FUNDING
MORTGAGE SECURITIES
I, INC.
By: /s/ Jill M. Davis
Name:Jill M. Davis
Title:Vice President
Dated: April 27, 1995
EXHIBITS
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 1995
Mortgage Pass-Through Certificates
Series 1995-S4
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01.Definitions................................3
Accrued Certificate Interest............................3
Adjusted Mortgage Rate..................................3
Advance.................................................3
Affiliate...............................................4
Agreement...............................................4
Amount Held for Future Distribution.....................4
Appraised Value.........................................4
Assignment..............................................4
Assignment Agreement....................................4
Assignment of Proprietary Lease.........................4
Available Distribution Amount...........................4
Bankruptcy Amount.......................................5
Bankruptcy Code.........................................5
Bankruptcy Loss.........................................5
Book-Entry Certificate..................................5
Business Day............................................5
Buydown Funds...........................................5
Buydown Mortgage Loan...................................6
Cash Liquidation........................................6
Certificate.............................................6
Certificate Account.....................................6
Certificate Account Deposit Date........................6
Certificateholder or Holder.............................6
Certificate Owner.......................................6
Certificate Principal Balance...........................6
Certificate Register and Certificate Registrar..........7
Class...................................................7
Class A Certificate.....................................7
Class A-5 Principal Distribution Amount.................7
Class A-5 Collection Shortfall..........................8
Class B Certificate.....................................8
Class B Percentage......................................8
Class B-1 Percentage....................................8
Class B-1 Prepayment Distribution Trigger...............8
Class B-2 Percentage....................................8
Class B-2 Prepayment Distribution Trigger...............8
Class B-3 Percentage....................................8
Class B-3 Prepayment Distribution Trigger...............9
Class M Certificate.....................................9
Class M Percentage......................................9
Class M-1 Percentage....................................9
Class M-2 Percentage....................................9
Class M-2 Prepayment Distribution Trigger...............9
Class M-3 Percentage....................................9
Class M-3 Prepayment Distribution Trigger...............9
Class R Certificate....................................10
Closing Date...........................................10
Code...................................................10
Compensating Interest..................................10
Cooperative............................................10
Cooperative Apartment..................................10
Cooperative Lease......................................10
Cooperative Loans......................................10
Cooperative Stock......................................11
Cooperative Stock Certificate..........................11
Corporate Trust Office.................................11
Credit Support Depletion Date..........................11
Curtailment............................................11
Custodial Account......................................11
Custodial Agreement....................................11
Custodian..............................................11
Cut-off Date...........................................11
Cut-off Date Principal Balance.........................11
Debt Service Reduction.................................11
Deficient Valuation....................................11
Definitive Certificate.................................11
Deleted Mortgage Loan..................................12
Depository.............................................12
Depository Participant.................................12
Destroyed Mortgage Note................................12
Determination Date.....................................12
Discount Fraction......................................12
Discount Mortgage Loan.................................12
Disqualified Organization..............................12
Distribution Date......................................13
Due Date...............................................13
Due Period.............................................13
Duff & Phelps..........................................13
Eligible Account.......................................13
Eligible Funds.........................................13
Event of Default.......................................14
Excess Bankruptcy Loss.................................14
Excess Fraud Loss......................................14
Excess Special Hazard Loss.............................14
Excess Subordinate Principal Amount....................14
Extraordinary Events...................................14
Extraordinary Losses...................................15
FDIC...................................................15
FHLMC..................................................15
Final Distribution Date................................15
Fitch..................................................15
FNMA...................................................15
Foreclosure Profits....................................15
Fraud Loss Amount......................................15
Fraud Losses...........................................16
Independent............................................16
Initial Certificate Principal Balance..................16
Initial Monthly Payment Deposit........................16
Insurance Proceeds.....................................16
Insurer................................................16
Late Collections.......................................16
Liquidation Proceeds...................................17
Loan-to-Value Ratio....................................17
Maturity Date..........................................17
Monthly Payment........................................17
Moody's................................................17
Mortgage...............................................17
Mortgage File..........................................17
Mortgage Loan Schedule.................................17
Mortgage Loans.........................................18
Mortgage Note..........................................18
Mortgage Rate..........................................18
Mortgaged Property.....................................18
Mortgagor..............................................19
Net Mortgage Rate......................................19
Non-Discount Mortgage Loan.............................19
Non-Primary Residence Loans............................19
Non-United States Person...............................19
Nonrecoverable Advance.................................19
Nonsubserviced Mortgage Loan...........................19
Notional Amount........................................19
Officers' Certificate..................................19
Opinion of Counsel.....................................19
Original Senior Percentage.............................19
Outstanding Mortgage Loan..............................20
Ownership Interest.....................................20
Pass-Through Rate......................................20
Paying Agent...........................................20
Percentage Interest....................................20
Permitted Investments..................................20
Permitted Transferee...................................21
Person.................................................22
Pool Stated Principal Balance..........................22
Pool Strip Rate........................................22
Prepayment Assumption..................................22
Prepayment Distribution Percentage.....................22
Prepayment Distribution Trigger........................24
Prepayment Interest Shortfall..........................24
Prepayment Period......................................24
Primary Insurance Policy...............................24
Principal Prepayment...................................24
Principal Prepayment in Full...........................24
Program Guide..........................................24
Purchase Price.........................................24
Qualified Substitute Mortgage Loan.....................25
Rating Agency..........................................25
Realized Loss..........................................25
Record Date............................................26
Regular Certificate....................................26
REMIC..................................................26
REMIC Provisions.......................................26
REO Acquisition........................................26
REO Disposition........................................26
REO Imputed Interest...................................26
REO Proceeds...........................................26
REO Property...........................................26
Request for Release....................................27
Required Insurance Policy..............................27
Residential Funding....................................27
Responsible Officer....................................27
Schedule of Discount Fractions.........................27
Security Agreement.....................................27
Seller.................................................27
Seller's Agreement.....................................27
Senior Accelerated Distribution Percentage.............27
Senior Percentage......................................28
Senior Principal Distribution Amount...................28
Servicing Accounts.....................................28
Servicing Advances.....................................28
Servicing Fee..........................................29
Servicing Officer......................................29
Special Hazard Amount..................................29
Special Hazard Loss....................................30
Standard & Poor's......................................30
Stated Principal Balance...............................30
Subordinate Principal Distribution Amount..............30
Subserviced Mortgage Loan..............................30
Subservicer............................................31
Subservicer Advance....................................31
Subservicing Account...................................31
Subservicing Agreement.................................31
Subservicing Fee.......................................31
Tax Returns............................................31
Transfer...............................................31
Transferee.............................................31
Transferor.............................................31
Trust Fund ............................................31
Uncertificated Accrued Interest........................32
Uncertificated Notional Amount.........................32
Uncertificated Pass-Through Rate.......................32
Uncertificated REMIC Regular Interest Pool Strip Rate..32
Uncertificated REMIC Regular Interests.................32
Uncertificated REMIC Regular Interests Distribution
Amounts.....................32
Underwriters...........................................32
Uninsured Cause........................................33
United States Person...................................33
Voting Rights..........................................33
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans............34
Section 2.02. Acceptance by Trustee...................38
Section 2.03. Representations, Warranties and Covenants
of the Master Servicer and the Company..39
Section 2.04. Representations and Warranties
of Sellers....................43
Section 2.05. Execution and Authentication of
Certificates..................45
Section 2.06. Conveyance of Uncertificated
REMIC Regular Interests; Acceptance
by the Trustee................45
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer......47
Section 3.02. Subservicing Agreements Between
Master Servicer and Subservicers;
Enforcement of Subservicers' and
Sellers' Obligations....................48
Section 3.03. Successor Subservicers..................49
Section 3.04. Liability of the Master Servicer........49
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or
Certificateholders......................49
Section 3.06. Assumption or Termination of
Subservicing Agreements by Trustee......50
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to Custodial
Account.................................50
Section 3.08. Subservicing Accounts; Servicing
Accounts................................52
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage
Loans...................................54
Section 3.10. Permitted Withdrawals from the Custodial
Account.................................54
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder........56
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage.........56
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification Agreements;
Certain Assignments.....................58
Section 3.14. Realization Upon Defaulted Mortgage
Loans...................................60
Section 3.15. Trustee to Cooperate; Release of Mortgage
Files...................................62
Section 3.16. Servicing and Other Compensation;
Compensating Interest...................63
Section 3.17. Reports to the Trustee and the Company..64
Section 3.18. Annual Statement as to Compliance.......64
Section 3.19. Annual Independent Public Accountants'
Servicing Report........................64
Section 3.20. Rights of the Company in Respect of the
Master Servicer.........................65
Section 3.21. Administration of Buydown Funds.........65
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account....................67
Section 4.02. Distributions..........................67
Section 4.03. Statements to Certificateholders.......74
Section 4.04. Distribution of Reports to the Trustee
and the Company; Advances by the Master
Servicer.............................. 76
Section 4.05. Allocation of Realized Losses......... 78
Section 4.06. Reports of Foreclosures and
Abandonment of Mortgaged Property..... 79
Section 4.07. Optional Purchase of Defaulted
Mortgage Loans........................ 79
Section 4.08. Distributions on the Uncertificated
REMIC Regular Interests............... 80
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates...................... 81
Section 5.02. Registration of Transfer and Exchange
of Certificates....................... 83
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates.......................... 87
Section 5.04. Persons Deemed Owners................. 87
Section 5.05. Appointment of Paying Agent........... 88
Section 5.06. Optional Purchase of Certificates..... 88
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company
and the Master Servicer............... 90
Section 6.02. Merger or Consolidation of the
Company or the Master Servicer;
Assignment of Rights and Delegation of
Duties by Master Servicer............. 90
Section 6.03. Limitation on Liability of the Company,
the Master Servicer and Others.........91
Section 6.04. Company and Master Servicer Not to
Resign................................ 92
ARTICLE VII
DEFAULT
Section 7.01. Events of Default..................... 93
Section 7.02. Trustee or Company to Act;
Appointment of Successor.............. 95
Section 7.03. Notification to Certificateholders.... 95
Section 7.04. Waiver of Events of Default........... 96
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee..................... 97
Section 8.02. Certain Matters Affecting the
Trustee............................... 99
Section 8.03. Trustee Not Liable for Certificates
or Mortgage Loans.....................100
Section 8.04. Trustee May Own Certificates..........100
Section 8.05. Master Servicer to Pay Trustee's
Fees and Expenses; Indemnification....100
Section 8.06. Eligibility Requirements for Trustee..101
Section 8.07. Resignation and Removal of the
Trustee...............................102
Section 8.08. Successor Trustee.....................103
Section 8.09. Merger or Consolidation of Trustee....103
Section 8.10. Appointment of Co-Trustee or Separate
Trustee...............................104
Section 8.11. Appointment of Custodians.............105
Section 8.12. Appointment of Office or Agency.......105
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the
Master Servicer or the Company or
Liquidation of All Mortgage
Loans.................................106
Section 9.02. Additional Termination Requirements...108
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration..................110
Section 10.02. Master Servicer and Trustee
Indemnification.......................113
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.............................114
Section 11.02. Recordation of Agreement;
Counterparts..........................116
Section 11.03. Limitation on Rights of
Certificateholders....................117
Section 11.04. Governing Law.........................117
Section 11.05. Notices...............................117
Section 11.06. Notices to Rating Agency..............118
Section 11.07. Severability of Provisions............119
Section 11.08. Supplemental Provisions for
Resecuritization......................119
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 One: Form of Custodian Initial Certification
Exhibit Two: Form of Custodian Interim Certification
Exhibit Three: Form of Custodian Final Certification
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: Form of Investor Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment
Representation Letter
Exhibit M: Text of Amendment to Pooling and
Servicing Agreement Pursuant to
Section 12.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for
Assignment of Mortgage Loan
Exhibit P: Schedule of Discount Fractions
This Pooling and Servicing Agreement, effective as
of April 1, 1995, among RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC., as the company (together with its
permitted successors and assigns, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer
(together with its permitted successors and assigns, the
"Master Servicer"), and 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 segregated pool of assets described
in the definition of Trust Fund (as defined herein), and
subject to this Agreement (including the Mortgage Loans
but excluding the Initial Monthly Payment Deposit), as a
real estate mortgage investment conduit (a "REMIC") for
federal income tax purposes and such segregated pool of
assets will be designated as the "Trust Fund." The Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class M-
1, Class M-2, Class M-3, Class B-1, Class B-2 and Class
B-3 Certificates and the Uncertificated REMIC Regular
Interests will represent ownership of "regular interests"
in the Trust Fund, 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 Class A-6 Certificates
will represent the entire beneficial ownership interest
in the Uncertificated REMIC Regular Interests.
The following table sets forth the designation, type,
Pass-Through Rate, aggregate Initial Certificate
Principal Balance, Maturity Date, initial ratings and
certain features for each Class of Certificates
comprising the interests in the Trust Fund created
hereunder.
Aggregate
Initial
Pass- Certificate
Through Principal
Designation Type Rate Balance
Class A-1 Senior % $54,360,000.00
Class A-2 Senior % $18,250,000.00
Class A-3 Senior % $ 6,624,000.00
Class A-4 Senior % $20,796,315.00
Class A-5 Senior 0.00% $ 1,051,485.04
Class A-6 Senior Variable
Rate $ 0.00
Class R Residual/
Senior % $ 100.00
Class M-1 Mezzanine % $ 1,575,400.00
Class M-2 Mezzanine % $ 525,100.00
Class M-3 Mezzanine % $ 525,100.00
Class B-1 Subordinate % $ 630,100.00
Class B-2 Subordinate % $ 315,000.00
Class B-3 Subordinate % $ 367,576.59
Initial Ratings
Designation Features Maturity Date S&P Fitch
Class A-1 Senior April 25, 2010 AAA AAA
Class A-2 Senior April 25, 2010 AAA AAA
Class A-3 Senior April 25, 2010 AAA AAA
Class A-4 Senior April 25, 2010 AAA AAA
Class A-5 Principal
Only April 25, 2010 AAAr AAA
Class A-6 Stripped
Interests April 25, 2010 AAAr AAA
Class R Residual April 25, 2010 AAA AAA
Class M-1 Mezzanine April 25, 2010 AA N/A
Class M-2 Mezzanine April 25, 2010 A N/A
Class M-3 Mezzanine April 25, 2010 BBB N/A
Class B-1 Subordinate April 25, 2010 BB N/A
Class B-2 Subordinate April 25, 2010 B N/A
Class B-3 Subordinate April 25, 2010 N/A N/A
The Mortgage Loans have an aggregate Cut-off Date
Principal Balance equal to $105,020,175.63 The Mortgage
Loans are fixed rate mortgage loans having terms to
maturity at origination or modification of not more than
15 years.
In consideration of the mutual agreements herein
contained, the Company, the Master Servicer and the
Trustee agree as follows:
ARTICLE 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-5 Certificates, which are not
entitled to distributions of interest, and the Class A-6
Certificates), any Class M Certificate, any Class B
Certificate or any Class R Certificate, one month's
interest 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-6 Certificates, one
month's interest at the Pass-Through Rate on the Notional
Amount. Accrued Certificate Interest will be calculated
on the basis of a 360-day year consisting of twelve 30-
day months. In each case Accrued Certificate Interest on
any Class of Certificates will be reduced by the amount
of (i) Prepayment Interest Shortfalls (to the extent not
offset by the Master Servicer with a payment of
Compensating Interest as provided in Section 4.01), (ii)
the interest portion (adjusted to the Net Mortgage Rate)
of Realized Losses (including Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses) not allocated solely to one or more
specific Classes of Certificates pursuant to Section
4.05, (iii) the interest portion of Advances previously
made with respect to a Mortgage Loan or REO Property
which remained unreimbursed following the Cash
Liquidation or REO Disposition of such Mortgage Loan or
REO Property that were made with respect to delinquencies
that were ultimately determined to be Excess Special
Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses or Extraordinary Losses and (iv) any other
interest shortfalls not covered by the subordination
provided by the Class M Certificates and Class B
Certificates, including interest that is not collectible
from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar
legislation or regulations as in effect from time to
time, with all such reductions allocated among all of the
Certificates in proportion to their respective amounts of
Accrued Certificate Interest which would have resulted
absent such reductions. In addition to that portion of
the reductions described in the preceding sentence that
are allocated to any Class of Class B Certificates or
Class M Certificates, Accrued Certificate Interest on
such Class of Class B Certificates or 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 Class M Certificates pursuant to Section
4.05. The Class A-5 Certificates receive no
distributions of Accrued Certificate Interest.
Adjusted Mortgage Rate: With respect to any
Mortgage Loan and any date of determination, the Mortgage
Rate borne by the related Mortgage Note, less the rate at
which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made
by the Master Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other
Person controlling, controlled by or under common control
with such first Person. For the purposes of this
definition, "control" means the power to direct the
management and policies of such Person, directly or
indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative
to the foregoing.
Agreement: This Pooling and Servicing Agreement and
all amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any
Distribution Date, the total of the amounts held in the
Custodial Account at the close of business on the
preceding Determination Date on account of (i)
Liquidation Proceeds, Insurance Proceeds, Principal
Prepayments, Mortgage Loan purchases made pursuant to
Section 2.02, 2.03 or 2.04 and Mortgage Loan
substitutions made pursuant to Section 2.03 or 2.04
received or made in the month of such Distribution Date
(other than such Liquidation Proceeds, Insurance Proceeds
and purchases of Mortgage Loans that the Master Servicer
has deemed to have been received in the preceding month
in accordance with Section 3.07(b)) and (ii) payments
which represent early receipt of scheduled payments of
principal and interest due on a date or dates subsequent
to the related Due Date.
Appraised Value: As to any Mortgaged Property, the
lesser of (i) the appraised value of such Mortgaged
Property based upon the appraisal made at the time of the
origination of the related Mortgage Loan, and (ii) the
sales price of the Mortgaged Property at such time of
origination, except in the case of a Mortgaged Property
securing a refinanced or modified Mortgage Loan as to
which it is either the appraised value determined above
or the appraised value determined in an appraisal at the
time of refinancing or modification, as the case may be.
Assignment: An assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form,
sufficient under the laws of the jurisdiction wherein the
related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for
the benefit of Certificateholders, which assignment,
notice of transfer or equivalent instrument may be in the
form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the
same county, if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption
Agreement, dated as of April 27, 1995, between
Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a
Cooperative Loan, the assignment of the related
Cooperative Lease from the Mortgagor to the originator of
the Cooperative Loan.
Available Distribution Amount: As to any
Distribution Date, an amount equal to (a) the sum of (i)
the amount relating to the Mortgage Loans on deposit in
the Custodial Account as of the close of business on the
immediately preceding Determination Date and amounts
deposited in the Custodial Account in connection with the
substitution of Qualified Substitute Mortgage Loans, (ii)
the amount of any Advance made on the immediately
preceding Certificate Account Deposit Date, (iii) any
amount deposited in the Custodial Account pursuant to
Section 3.12(a), (iv) any amount deposited in the
Certificate Account pursuant to Section 2.01(f), (v) any
amount deposited in the Certificate Account pursuant to
Section 4.07 and (vi) any amount deposited in the
Certificate Account pursuant to Section 3.16(e), reduced
by (b) the sum as of the close of business on the
immediately preceding Determination Date of (w) aggregate
Foreclosure Profits, (x) the Amount Held for Future
Distribution, and (y) amounts permitted to be withdrawn
by the Master Servicer from the Custodial Account in
respect of the Mortgage Loans pursuant to clauses (ii)-
(x), inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination, an
amount equal to the excess, if any, of (A) $100,000 over
(B) the aggregate amount of Bankruptcy Losses allocated
solely to one or more specific Classes of Certificates in
accordance with Section 4.05.
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 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 Funding Mortgage
Securities I, Inc., Mortgage Pass-Through Certificates,
Series 1995-S4" 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 any purpose 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 a Class A-6 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 Principal Balance of such Class B
Certificate as specified on the face thereof, minus (ii)
the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any
predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section
4.02(a) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in
connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor
Certificate) pursuant to Section 4.05; provided, that the
Certificate Principal Balance of each Class B Certificate
of those Class B Certificates outstanding with the
highest numerical designation at any given time shall be
calculated to equal the Percentage Interest evidenced by
such Certificate times the excess, if any, of (A) the
then aggregate Stated Principal Balance of the Mortgage
Loans over (B) the then aggregate Certificate Principal
Balance of all other Classes of Certificates then
outstanding. The Class A-6 Certificates have no
Certificate Principal Balance.
Certificate Register and Certificate Registrar: The
register maintained and the registrar appointed pursuant
to Section 5.02.
Class: Collectively, all of the Certificates bearing
the same designation.
Class A Certificate: Any one of the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5 or Class A-6
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-6 Certificates) evidencing an interest
designated as a "regular interest" in the Trust Fund for
purposes of the REMIC Provisions. The Class A-6
Certificates will represent the entire beneficial
ownership interest in the Uncertificated REMIC Regular
Interests.
Class A-5 Principal Distribution Amount: As defined
in Section 4.02(b)(i).
Class A-5 Collection Shortfall: With respect to the
Final Disposition of a Discount Mortgage Loan and any
Distribution Date, the excess, if any, 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 B Certificate: Any one of the Class B-1, Class B-
2, 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 Trust
Fund for purposes of the REMIC Provisions.
Class B Percentage: The Class B-1 Percentage, Class
B-2 Percentage and the Class B-3 Percentage.
Class B-1 Percentage: With respect to any
Distribution Date, a fraction, expressed as a percentage,
the numerator of which is the aggregate Certificate
Principal Balance of the Class B-1 Certificates
immediately prior to such date and the denominator of
which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other
than the related Discount Fraction of each Discount
Mortgage Loan) immediately prior to such Distribution
Date.
Class B-1 Prepayment Distribution Trigger: With
respect to any Distribution Date, a test that shall be
satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of
the Class B-1 Certificates, Class B-2 Certificates and
Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or
related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 1.25%.
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 0.65%.
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 aggregate Certificate Principal Balance of
the Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or
related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 0.35%.
Class M Certificate: Any one of the Class M-1
Certificates, Class M-2 Certificates or Class M-3
Certificates executed by the Trustee and authenticated by
the Certificate Registrar substantially in the form
annexed hereto as Exhibit B and evidencing an interest
designated as a "regular interest" in the Trust Fund for
purposes of the REMIC Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-
2 Percentage and Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution
Date, a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate Principal
Balance of the Class M-1 Certificates immediately prior
to such date and the denominator of which is the
aggregate Stated Principal Balance of all of the Mortgage
Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Class M-2 Percentage: With respect to any Distribution
Date, a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate Principal
Balance of the Class M-2 Certificates immediately prior
to such date and the denominator of which is the
aggregate Stated Principal Balance of all of the Mortgage
Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Class M-2 Prepayment Distribution Trigger: With respect
to any Distribution Date, a test that shall be satisfied
if the fraction (expressed as a percentage) equal to the
sum of the Certificate Principal Balances of the Class
M-2 Certificates, Class M-3 Certificates, Class B-1
Certificates, Class B-2 Certificates and Class B-3
Certificates immediately prior to such Distribution Date
divided by the aggregate Stated Principal Balance of all
of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater
than or equal to 2.25%.
Class M-3 Percentage: With respect to any Distribution
Date, a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate Principal
Balance of the Class M-3 Certificates immediately prior
to such date and the denominator of which is the
aggregate Stated Principal Balance of all of the Mortgage
Loans (or related REO Properties) 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 1.75%.
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 Trust Fund for
purposes of the REMIC Provisions.
Closing Date: April 27, 1995.
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 Albany Street, New
York, New York 10006, Attention: Residential Funding
Corporation Series 1995-S4.
Credit Support Depletion Date: The first Distribution
Date on which the Senior Percentage equals 100%.
Curtailment: Any Principal Prepayment made by a
Mortgagor which is not a Principal Prepayment in Full.
Custodial Account: The custodial account or accounts
created and maintained pursuant to Section 3.07 in the
name of a depository institution, as custodian for the
holders of the Certificates, for the holders of certain
other interests in mortgage loans serviced or sold by the
Master Servicer and for the Master Servicer, into which
the amounts set forth in Section 3.07 shall be deposited
directly. Any such account or accounts shall be an
Eligible Account.
Custodial Agreement: An agreement that may be entered
into among the Company, the Master Servicer, the Trustee
and a Custodian in substantially the form of Exhibit E
hereto.
Custodian: A custodian appointed pursuant to a
Custodial Agreement.
Cut-off Date: April 1, 1995.
Cut-off Date Principal Balance: As to any Mortgage
Loan, the unpaid principal balance thereof at the Cut-off
Date after giving effect to all installments of principal
due on or prior thereto, whether or not received.
Debt Service Reduction: With respect to any Mortgage
Loan, a reduction in the scheduled Monthly Payment for
such Mortgage Loan by a court of competent jurisdiction
in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation or any
reduction that results in a permanent forgiveness of
principal.
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 8.00% 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 8.00%. 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 8.00% and any Mortgage Loan deemed to be a Discount
Mortgage Loan pursuant to the definition of Qualified
Substitute Mortgage Loan.
Disqualified Organization: Any organization defined as
a "disqualified organization" under Section 860E(e)(5) of
the Code, which includes any of the following: (i) the
United States, any State or political subdivision
thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other
than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for the
FHLMC, a majority of its board of directors is not
selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency
or instrumentality of any of the foregoing, (iii) any
organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt
from the tax imposed by Chapter 1 of the Code (including
the tax imposed by Section 511 of the Code on unrelated
business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C)
of the Code and (v) any other Person so designated by the
Trustee based upon an Opinion of Counsel that the holding
of an Ownership Interest in a Class R Certificate by such
Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates (other
than such Person) to incur a liability for any federal
tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in
a Class R Certificate to such Person. The terms "United
States," "State" and "international organization" shall
have the meanings set forth in Section 7701 of the Code
or successor provisions.
Distribution Date: The 25th day of any month beginning
in the month immediately following the month of the
initial issuance of the Certificates or, if such 25th day
is not a Business Day, the Business Day immediately
following such 25th day.
Due Date: With respect to any Distribution Date, the
first day of the month in which such Distribution Date
occurs.
Due Period: With respect to any Distribution Date, the
period commencing on the second day of the month
preceding the month of such Distribution Date and ending
on the related Due Date.
Duff & Phelps: Duff & Phelps Credit Rating Co. or its
successor in interest.
Eligible Account: An account that is any of the
following: (i) maintained with a depository institution
the debt obligations of which have been rated by each
Rating Agency in its highest rating available, or (ii) an
account or accounts in a depository institution in which
such accounts are fully insured to the limits established
by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as
evidenced in writing, be maintained such that (as
evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of
Certificates have a claim with respect to the funds in
such account or a perfected first security interest
against any collateral (which shall be limited to
Permitted Investments) securing such funds that is
superior to claims of any other depositors or creditors
of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial
Account, either (A) a trust account or accounts
maintained in the corporate trust department of The First
National Bank of Chicago or (B) an account or accounts
maintained in the corporate asset services department of
The First National Bank of Chicago, as long as its short
term debt obligations are rated P-1 (or the equivalent)
or better by each Rating Agency and its long term debt
obligations are rated A2 (or the equivalent) or better,
by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts
maintained in the corporate trust division of The First
National Bank of Chicago, or (v) an account or accounts
of a depository institution acceptable to each Rating
Agency (as evidenced in writing by each Rating Agency
that use of any such account as the Custodial Account or
the Certificate Account will not reduce the rating
assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing
Date by such Rating Agency).
Eligible Funds: On any Distribution Date means the
portion, if any, of the Available Distribution Amount
remaining after reduction by the sum of the Senior
Interest Distribution Amount, the Senior Principal
Distribution Amount (determined without regard to Section
4.02(a)(ii)(Y)(D), the Class A-5 Principal Distribution
Amount (determined without regard to Section
4.02(b)(i)(E)) and the aggregate amount of Accrued
Certificate Interest on the Class M and Class B
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 amount, if any, by which (i) the aggregate
amount that would otherwise be distributable in respect
of principal on such class or classes of Certificates on
such Distribution Date, as reduced by any amount
calculated pursuant to Section 4.02(b)(i)(E), is greater
than (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 class or classes of Certificates on
such Distribution Date.
Extraordinary Events: Any of the following conditions
with respect to a Mortgaged Property or Mortgage Loan
causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses that are of a type that would be covered by
the fidelity bond and the errors and omissions insurance
policy required to be maintained pursuant to Section
3.12(b) but are in excess of the coverage maintained
thereunder;
(b) nuclear reaction or nuclear radiation or
radioactive contamination, all whether controlled or
uncontrolled, and whether such loss be direct or
indirect, proximate or remote or be in whole or in part
caused by, contributed to or aggravated by a peril
covered by the definition of the term "Special Hazard
Loss";
(c) hostile or warlike action in time of peace or war,
including action in hindering, combatting or defending
against an actual, impending or expected attack:
1. by any government or sovereign power, de jure or de
facto, or by any authority maintaining or using military,
naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority
or forces;
(d) any weapon of war employing atomic fission or
radioactive force whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war,
usurped power or action taken by governmental authority
in hindering, combatting or defending against such an
occurrence, seizure or destruction under quarantine or
customs regulations, confiscation by order of any
government or public authority; or risks of contraband or
illegal transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage
Loan caused by or resulting from an Extraordinary Event.
FDIC: Federal Deposit Insurance Corporation or any
successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created
and existing under Title III of the Emergency Home
Finance Act of 1970, as amended, or any successor
thereto.
Final Distribution Date: The Distribution Date on
which the final distribution in respect of the
Certificates will be made pursuant to Section 9.01 which
Final Distribution Date shall in no event be later than
the end of the 90-day liquidation period described in
Section 9.02.
Fitch: Fitch Investors Service, Inc. or its successor
in interest.
FNMA: Federal National Mortgage Association, a
federally chartered and privately owned corporation
organized and existing under the Federal National
Mortgage Association Charter Act, or any successor
thereto.
Foreclosure Profits: As to any Distribution Date or
related Determination Date and any Mortgage Loan, the
excess, if any, of Liquidation Proceeds, Insurance
Proceeds and REO Proceeds (net of all amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii))
in respect of each Mortgage Loan or REO Property for
which a Cash Liquidation or REO Disposition occurred in
the related Prepayment Period over the sum of the unpaid
principal balance of such Mortgage Loan or REO Property
(determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid
interest at the Mortgage Rate on such unpaid principal
balance from the Due Date to which interest was last paid
by the Mortgagor to the first day of the month following
the month in which such Cash Liquidation or REO
Disposition occurred.
Fraud Loss Amount: As of any date of determination
after the Cut-off Date, an amount equal to: (X) prior to
the first anniversary of the Cut-off Date an amount equal
to 1.00% of the aggregate outstanding principal balance
of all of the Mortgage Loans as of the Cut-off Date minus
the aggregate amount of Fraud Losses allocated solely to
one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to
such date of determination, (Y) from the first to the
third anniversary of the Cut-off Date, an amount equal to
(1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 1.00%
of the aggregate outstanding principal balance of all of
the Mortgage Loans as of the most recent anniversary of
the Cut-off Date minus (2) the Fraud Losses allocated
solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the most recent
anniversary of the Cut-off Date up to such date of
determination and (Z) from the third to the fifth
anniversary of the Cut-off Date, an amount equal to (1)
the lesser of (a) the Fraud Loss Amount as of the most
recent anniversary of the Cut-off Date and (b) 0.50% of
the aggregate outstanding principal balance of all of the
Mortgage Loans as of the most recent anniversary of the
Cut-off Date minus (2) the Fraud Losses allocated solely
to one or more specific Classes of Certificates in
accordance with Section 4.05 since the most recent
anniversary of the Cut-off Date up to such date of
determination. On and after the fifth anniversary of the
Cut-off Date the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the
Master Servicer (including accelerating the manner in
which such coverage is reduced) provided that prior to
any such reduction, the Master Servicer shall (i) obtain
written confirmation from each Rating Agency that such
reduction shall not reduce the rating assigned to any
Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned
to such Certificates as of the Closing Date by such
Rating Agency and (ii) provide a copy of such written
confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to which
there was fraud in the origination of such Mortgage Loan.
Independent: When used with respect to any specified
Person, means such a Person who (i) is in fact
independent of the Company, the Master Servicer and the
Trustee, or any Affiliate thereof, (ii) does not have any
direct financial interest or any material indirect
financial interest in the Company, the Master Servicer or
the Trustee or in an Affiliate thereof, and (iii) is not
connected with the Company, the Master Servicer or the
Trustee as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar
functions.
Initial Certificate Principal Balance: With respect to
each Class of Certificates, the Certificate Principal
Balance of such Class of Certificates as of the Cut-off
Date as set forth in the Preliminary Statement hereto.
Initial Monthly Payment Deposit: As defined in Section
2.01(f).
Insurance Proceeds: Proceeds paid in respect of the
Mortgage Loans pursuant to any Primary Insurance Policy
or any other related insurance policy covering a Mortgage
Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Master
Servicer or the Trustee and are not applied to the
restoration of the related Mortgaged Property or released
to the Mortgagor in accordance with the procedures that
the Master Servicer would follow in servicing mortgage
loans held for its own account.
Insurer: Any named insurer under any Primary Insurance
Policy or any successor thereto or the named insurer in
any replacement policy.
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: With respect to (i) a Class of
Certificates representing a regular interest in the Trust
Fund or (ii) an Uncertificated REMIC Regular Interest,
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 or
Uncertificated Notional Amount, respectively, thereof
would be reduced to zero.
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).
Moody's: Moody's Investors Service, Inc., or its
successor in interest.
Mortgage: With respect to each Mortgage Note related
to a Mortgage Loan which is not a Cooperative Loan, the
mortgage, deed of trust or other comparable instrument
creating a first lien on an estate in fee simple or
leasehold interest in real property securing a Mortgage
Note.
Mortgage File: The mortgage documents listed in
Section 2.01 pertaining to a particular Mortgage Loan and
any additional documents required to be added to the
Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans
attached hereto as Exhibit F (as amended from time to
time to reflect the addition of Qualified Substitute
Mortgage Loans), which list shall set forth at a minimum
the following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property
including state and zip code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY
DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("RFC NET RATE");
(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");
(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;
(xiii) a code "N" under the column "OCCP CODE,"
indicating that the Mortgage Loan is secured by a non-
owner occupied residence; and
(xiv) the rate at which the Servicing Fee accrues ("MSTR
SERV FEE").
Such schedule may consist of multiple reports that
collectively set forth all of the information requested.
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.
Mortgaged Property: The underlying real property
securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per
annum rate of interest equal to the Adjusted Mortgage
Rate less the per annum rate at which the Servicing Fee
is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is
not a Discount Mortgage Loan.
Non-Primary Residence Loans: The Mortgage Loans
designated as secured by second or vacation residences,
or by non-owner occupied residences, on the Mortgage Loan
Schedule.
Non-United States Person: Any Person other than a
United States Person.
Nonrecoverable Advance: Any Advance previously made or
proposed to be made by the Master Servicer in respect of
a Mortgage Loan (other than a Deleted Mortgage Loan)
which, in the good faith judgment of the Master Servicer,
will not, or, in the case of a proposed Advance, would
not, be ultimately recoverable by the Master Servicer
from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts
reimbursable to the Master Servicer pursuant to Section
4.02(a) hereof.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that,
at the time of reference thereto, is not subject to a
Subservicing Agreement.
Notional Amount: As of any Distribution Date, with
respect to the Class A-6 Certificates, an amount equal to
the aggregate Certificate Principal Balance of all
Classes of Certificates immediately prior to such date.
Officers' Certificate: A certificate signed by the
Chairman of the Board, the President or a Vice President
or Assistant Vice President, and by the Treasurer, the
Director, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Company or the
Master Servicer, as the case may be, and delivered to the
Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel
acceptable to the Trustee and the Master Servicer, who
may be counsel for the Company or the Master Servicer,
provided that any opinion of counsel (i) referred to in
the definition of "Disqualified Organization" or (ii)
relating to the qualification of the Trust Fund as a
REMIC or compliance with the REMIC Provisions must,
unless otherwise specified, be an opinion of Independent
counsel.
Original Senior Percentage: 96.21%, which is the
fraction, expressed as a percentage, the numerator of
which is the aggregate Initial Certificate Principal
Balance of the Class A Certificates (other than the Class
A-5 Certificates) and Class R Certificates and the
denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans (other than the Discount
Fraction of the Discount Mortgage Loans).
Outstanding Mortgage Loan: As to any Due Date, a
Mortgage Loan (including an REO Property) which was not
the subject of a Principal Prepayment in Full, Cash
Liquidation or REO Disposition and which was not
purchased, deleted or substituted for prior to such Due
Date pursuant to Section 2.02, 2.03 or 2.04.
Ownership Interest: As to any Certificate, any
ownership or security interest in such Certificate,
including any interest in such Certificate as the Holder
thereof and any other interest therein, whether direct or
indirect, legal or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A
Certificates (other than the Class A-6 Certificates),
Class M Certificates, Class B Certificates and Class R
Certificates and any Distribution Date, the per annum
rate set forth in the Preliminary Statement hereto. With
respect to the Class A-6 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 in the Trust Fund as of the Due Date in
the month immediately 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 the
distributions thereon allocable to principal (or, in the
case of the initial Distribution Date, at the close of
business on the Cut-off Date). With respect to the Class
A-6 Certificates and the initial Distribution Date, the
Pass-Through Rate is equal to 0.4562% per annum.
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 A-6 or 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 divided by the
aggregate Initial Certificate Principal Balance of all of
the Certificates of the same Class. With respect to a
Class A-6 or 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, that no instrument shall be a
Permitted Investment if it represents, either (1) the
right to receive only interest payments with respect to
the underlying debt instrument or (2) the right to
receive both principal and interest payments derived from
obligations underlying such instrument and the principal
and interest payments with respect to such instrument
provide a yield to maturity greater than 120% of the
yield to maturity at par of such underlying obligations.
References herein to the highest rating available on
unsecured long-term debt shall mean AAA in the case of
Standard & Poor's and Fitch and Aaa in the case of
Moody's, and references herein to the highest rating
available on unsecured commercial paper and short-term
debt obligations shall mean the following: A-1 in the
case of Standard & Poor's, P-1 in the case of Moody's,
either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by
Fitch in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R
Certificate, other than a Disqualified Organization or
Non-United States Person.
Person: Any individual, corporation, partnership, joint
venture, association, joint-stock company, trust,
unincorporated organization or government or any agency
or political subdivision thereof.
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, the
rate per annum designated on the Mortgage Loan Schedule
as the "STRIP" for such Mortgage Loan. For purposes of
the definition of Qualified Substitute Mortgage Loan,
Pool Strip Rate is the excess of the Net Mortgage Rate
over 8.00% per annum (but not less than 0.00% per annum).
Prepayment Assumption: A prepayment assumption of 200%
of the standard prepayment assumption, used for
determining the accrual of original issue discount and
market discount and premium on the Certificates for
federal income tax purposes. The standard prepayment
assumption assumes a constant rate of prepayment of
mortgage loans of 0.2% per annum of the then outstanding
principal balance of such mortgage loans in the first
month of the life of the mortgage loans, increasing by an
additional 0.2% per annum in each succeeding month until
the thirtieth month, and a constant 6% per annum rate of
prepayment thereafter for the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to
any Distribution Date and each Class of Class M
Certificates and Class B Certificates, under the
applicable circumstances set forth below, the respective
percentages set forth below:
(i) For any Distribution Date on which the Class M-1
Certificates are outstanding and prior to the later to
occur of (x) the Distribution Date in May 2002 and (y)
the Distribution Date on which the sum of the Class M-2,
Class M-3, Class B-1, Class B-2 and Class B-3 Percentages
(before taking into account such month's distribution)
equals or exceeds 4.55%:
(a) in the case of the Class M-1 Certificates, 100%; and
(b) in the case of each other Class of Class M
Certificates and each Class of Class B Certificates, 0%.
(ii) For any Distribution Date not described 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%.
(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 on the Stated
Principal Balance of such Mortgage Loan over the amount
of interest (adjusted to the Net Mortgage Rate) paid by
the Mortgagor for such Prepayment Period to the date of
such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one
month's interest at the Net Mortgage Rate on the amount
of such Curtailment.
Prepayment Period: As to any Distribution Date, the
calendar month preceding the month of distribution.
Primary Insurance Policy: Each primary policy of
mortgage guaranty insurance or any replacement policy
therefor referred to in Section 2.03(b)(iv) and (v).
Principal Prepayment: Any payment of principal or other
recovery on a Mortgage Loan, including a recovery that
takes the form of Liquidation Proceeds or Insurance
Proceeds, which is received in advance of its scheduled
Due Date and is not accompanied by an amount as to
interest representing scheduled interest on such payment
due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment
made by a Mortgagor of the entire principal balance of a
Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the
Servicer Guide for Residential Funding's mortgage loan
purchase and conduit servicing program and all
supplements and amendments thereto published by
Residential Funding from time to time.
Purchase Price: With respect to any Mortgage Loan (or
REO Property) required to be purchased on any date
pursuant to Section 2.02, 2.03, 2.04 or 4.07, an amount
equal to the sum of (i) 100% of the Stated Principal
Balance thereof plus the principal portion of any related
unreimbursed Advances and (ii) unpaid accrued interest at
the Adjusted Mortgage Rate (or at the Net Mortgage Rate
in the case of a purchase made by the Master Servicer) on
the Stated Principal Balance thereof to the first day of
the month following the month of purchase from the Due
Date to which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan
substituted by Residential Funding or the Company for a
Deleted Mortgage Loan which must, on the date of such
substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding
principal balance, after deduction of the principal
portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more
than one Mortgage Loan for a Deleted Mortgage Loan, an
aggregate outstanding principal balance, after such
deduction), not in excess of the Stated Principal Balance
of the Deleted Mortgage Loan (the amount of any shortfall
to be deposited by Residential Funding, in the Custodial
Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and
not more than 1% per annum higher than the Mortgage Rate
and Net Mortgage Rate, respectively, of the Deleted
Mortgage Loan as of the date of substitution; (iii) have
a Loan-to-Value Ratio at the time of substitution no
higher than that of the Deleted Mortgage Loan at the time
of substitution; (iv) have a remaining term to stated
maturity not greater than (and not more than one year
less than) that of the Deleted Mortgage Loan; (v) comply
with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the
Assignment Agreement; and (vi) have a Pool Strip Rate
equal to or greater than that of the Deleted Mortgage
Loan. Notwithstanding any other provisions herein, (x)
with respect to any Qualified Substitute Mortgage Loan
substituted for a Deleted Mortgage Loan which was a
Discount Mortgage Loan, such Qualified Substitute
Mortgage Loan shall be deemed to be a Discount Mortgage
Loan and to have a Discount Fraction equal to the
Discount Fraction of the Deleted Mortgage Loan and (y) in
the event that the "Pool Strip Rate" of any Qualified
Substitute Mortgage Loan as calculated pursuant to the
definition of "Pool Strip Rate" is greater than the Pool
Strip Rate of the related Deleted Mortgage Loan (i) the
Pool Strip Rate of such Qualified Substitute Mortgage
Loan shall be equal to the Pool Strip Rate of the related
Deleted Mortgage Loan for purposes of calculating the
Pass-Through Rate on the Class A-6 Certificates and (ii)
the excess of the Pool Strip Rate on such Qualified
Substitute Mortgage Loan as calculated pursuant to the
definition of "Pool Strip Rate" over the Pool Strip Rate
on the related Deleted Mortgage Loan shall be payable to
the Class R Certificates pursuant to Section 4.02 hereof.
Rating Agency: Fitch and Standard & Poor's, with respect
to the Class A Certificates and Class R Certificates, and
Standard & Poor's with respect to the Class M-1, Class M-
2, Class M-3, Class B-1 and Class B-2 Certificates. If
either agency or a successor is no longer in existence,
"Rating Agency" shall be such statistical credit rating
agency, or other comparable Person, 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 has become the subject of a
Deficient Valuation, the difference between the principal
balance of the Mortgage Loan outstanding immediately
prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan which has
become the object of a Debt Service Reduction, the amount
of such Debt Service Reduction.
Record Date: With respect to each Distribution Date, the
close of business on the last Business Day of the month
next preceding the month in which the related
Distribution Date occurs.
Regular Certificate: Any of the Certificates other than
a Class R Certificate.
REMIC: A "real estate mortgage investment conduit"
within the meaning of Section 860D of the Code. As used
herein, the term "the REMIC" shall mean the REMIC created
under this Agreement.
REMIC Provisions: Provisions of the federal income tax
law relating to real estate mortgage investment conduits,
which appear at Sections 860A through 860G of Subchapter
M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not
inconsistent with such temporary or final regulations,
proposed regulations) and published rulings, notices and
announcements promulgated thereunder, as the foregoing
may be in effect from time to time.
REO Acquisition: The acquisition by the Master Servicer
on behalf of the Trustee for the benefit of the
Certificateholders of any REO Property pursuant to
Section 3.14.
REO Disposition: As to any REO Property, a determination
by the Master Servicer that it has received all Insurance
Proceeds, Liquidation Proceeds, REO Proceeds and other
payments and recoveries (including proceeds of a final
sale) which the Master Servicer expects to be finally
recoverable from the sale or other disposition of the REO
Property.
REO Imputed Interest: As to any REO Property, for any
period, an amount equivalent to interest (at the Net
Mortgage Rate that would have been applicable to the
related Mortgage Loan had it been outstanding) on the
unpaid principal balance of the Mortgage Loan as of the
date of acquisition thereof for such period.
REO Proceeds: Proceeds, net of expenses, received in
respect of any REO Property (including, without
limitation, proceeds from the rental of the related
Mortgaged Property) which proceeds are required to be
deposited into the Custodial Account only upon the
related REO Disposition.
REO Property: A Mortgaged Property acquired by the
Master Servicer through foreclosure or deed in lieu of
foreclosure in connection with a defaulted Mortgage Loan.
Request for Release: A request for release, the forms of
which are attached as Exhibit H hereto.
Required Insurance Policy: With respect to any Mortgage
Loan, any insurance policy which is required to be
maintained from time to time under this Agreement, the
Program Guide or the related Subservicing Agreement in
respect of such Mortgage Loan.
Residential Funding: Residential Funding Corporation, a
Delaware corporation, in its capacity as seller of the
Mortgage Loans to the Company and any successor thereto.
Responsible Officer: When used with respect to the
Trustee, any officer of the Corporate Trust Department of
the Trustee, including any Senior Vice President, any
Vice President, any Assistant Vice President, any
Assistant Secretary, any Trust Officer or Assistant Trust
Officer, or any other officer of the Trustee customarily
performing functions similar to those performed by any of
the above designated officers to whom, with respect to a
particular matter, such matter is referred.
Schedule of Discount Fractions: The schedule setting
forth the Discount Fractions with respect to the Discount
Mortgage Loans, attached hereto as Exhibit P.
Security Agreement: With respect to a Cooperative Loan,
the agreement creating a security interest in favor of
the originator in the related Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any
Subservicer, that executed a Seller's Agreement
applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and
sale of Mortgage Loans generally in the form of the
Seller Contract referred to or contained in the Program
Guide, or in such other form as has been approved by the
Master Servicer and the Company, each containing
representations and warranties in respect of one or more
Mortgage Loans.
Senior Accelerated Distribution Percentage: With respect
to any Distribution Date, the percentage indicated below:
Distribution Date Senior Accelerated
Distribution Percentage
May 1995 through April 2000.......100%
May 2000 through April 2001.......Senior Percentage, plus
70% of the difference
between 100% and the
Senior Percentage
May 2001 through April 2002.......Senior Percentage, plus
60% of the difference
between 100% and the
Senior Percentage
May 2002 through April 2003.......Senior Percentage, plus
40% of the difference
between 100% and the
Senior Percentage
May 2003 through June 2004........Senior Percentage, plus
20% of the difference
between 100% and the
Senior Percentage
May 2004 and thereafter...........Senior Percentage;
provided, however, (i) that any scheduled reduction to
the Senior Accelerated Distribution Percentage described
above shall not occur as of any Distribution Date unless
either (a)(1) 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% and 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 the Mortgage Loans
delinquent 60 days or more averaged over the last six
months, as a percentage of the aggregate outstanding
principal balance of all Mortgage Loans averaged over the
last six months, does not exceed 4% and (2) Realized
Losses on the Mortgage Loans to date for such
Distribution Date are less than 10% of the sum of the
Initial Certificate Principal Balances of the Class M
Certificates and Class B Certificates and (ii) that for
any Distribution Date on which the Senior Percentage is
greater than the Original Senior Percentage, the Senior
Accelerated Distribution Percentage for such Distribution
Date shall be 100%. Notwithstanding the foregoing, upon
the reduction of the aggregate Certificate Principal
Balance of the Class A Certificates (other than the Class
A-5 Certificates) and Class R Certificates to zero, the
Senior Accelerated Distribution Percentage shall
thereafter be 0%.
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-5 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 (ii) (X) and (b) the
sum of the amounts required to be distributed to the
Class A Certificateholders and Class R Certificateholders
on such Distribution Date pursuant to Section
4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created and
maintained pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and
necessary "out of pocket" costs and expenses incurred in
connection with a default, delinquency or other
unanticipated event by the Master Servicer in the
performance of its servicing obligations, including, but
not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property, (ii)
any enforcement or judicial proceedings, including
foreclosures, (iii) the management and liquidation of any
REO Property and (iv) compliance with the obligations
under Sections 3.01, 3.08, 3.12(a) and 3.14.
Servicing Fee: With respect to any Mortgage Loan and
Distribution Date, the fee payable monthly to the Master
Servicer in respect of master servicing compensation that
accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan,
as may be adjusted with respect to successor Master
Servicers as provided in Section 7.02.
Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the administration and
servicing of the Mortgage Loans whose name and specimen
signature appear on a list of servicing officers
furnished to the Trustee by the Master Servicer, as such
list may from time to time be amended.
Special Hazard Amount: As of any Distribution Date, an
amount equal to $525,100 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 calculated and shall be equal to the
amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving
effect to the deduction of the Adjustment Amount for such
anniversary) exceeds the greater of (A) the greater of
(i) the product of 0.50% multiplied by the outstanding
principal balance of all Mortgage Loans on the
Distribution Date immediately preceding such anniversary
times a fraction, the numerator of which is equal to the
aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the
Mortgage Loans secured by Mortgaged Properties locate in
the State of California divided by the aggregated
outstanding principal balance (as immediately preceding
Distribution Date) of all the Mortgage Loans, expressed
as a percentage, and the denominator of which is equal to
15.45% (which percentage is equal to the percentage of
Mortgage Loans initially secured by Mortgaged Properties
located in the State of California) and (ii) the
aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of the largest
Mortgage Loan secured by a Mortgaged Property located in
the State of California, and (B) the lesser of (i) the
product of the Special Hazard Percentage for such
anniversary and the outstanding principal balance of all
the Mortgage Loans on the Distribution Date immediately
preceding 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) an amount calculated by the Master
Servicer and approved by each Rating Agency, which amount
shall not be less than $500,000.
The Special Hazard Amount may be further reduced by the
Master Servicer (including accelerating the manner in
which coverage is reduced) provided that prior to any
such reduction, the Master Servicer shall (i) obtain
written confirmation from each Rating Agency that such
reduction shall not reduce the rating assigned to any
Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned
to such Certificates as of the Closing Date by such
Rating Agency and (ii) provide a copy of such written
confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of
the cost of the lesser of repair or replacement of a
Mortgaged Property suffered by such Mortgaged Property on
account of direct physical loss, exclusive of (i) any
loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of
such Mortgaged Property pursuant to Section 3.12(a),
except to the extent of the portion of such loss not
covered as a result of any coinsurance provision and (ii)
any Extraordinary Loss.
Standard & Poor's: Standard & Poor's Ratings Group, a
division of McGraw-Hill, Inc., 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.
Subordinate Principal Distribution Amount: With respect
to any Distribution Date and each Class of Class M
Certificates and Class B Certificates, the (a) sum of (i)
the product of (x) the related Class M Percentage or
Class B Percentage for such Class and (y) the aggregate
of the amounts calculated for such Distribution Date
under clauses (1), (2) and (3) of Section
4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share,
based on the Certificate Principal Balance of each Class
of Class M Certificates and Class B Certificates then
outstanding, of the principal collections described in
Section 4.02(a)(ii)(Y)(B)(b) to the extent such
collections are not otherwise distributed to the Senior
Certificates; (iii) the product of (x) the related
Prepayment Distribution Percentage, (y) 100% minus the
Senior Accelerated Distribution Percentage and (z) the
aggregate of all Principal Prepayments in Full and
Curtailments received in the related Prepayment Period
(other than the related Discount Fraction of such
Principal Prepayments in Full and Curtailments with
respect to a Discount Mortgage Loans); (iv) if such Class
is the most senior Class of Certificates then outstanding
(as established in Section 4.05 hereof), any Excess
Subordinate Principal Amount for such Distribution Date;
and (v) any amounts described in clauses (i), (ii) and
(iii) as determined for any previous Distribution Date,
that remain undistributed to the extent that such amounts
are not attributable to Realized Losses which have been
allocated to a subordinate Class of Class M or Class B
Certificates minus (b) any Excess Subordinate Principal
Amount not payable to such Class on such Distribution
Date pursuant to the definition thereof; provided,
however, that such amount shall in no event exceed the
outstanding Certificate Principal Balance of such Class
of Certificates immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at
the time of reference thereto, is subject to a
Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer
has entered into a Subservicing Agreement and who
generally satisfied the requirements set forth in the
Program Guide in respect of the qualification of a
Subservicer as of the date of its approval as a
Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of
principal and interest on a Mortgage Loan which is
advanced by the related Subservicer (net of its
Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a
Subservicer in accordance with Section 3.08.
Subservicing Agreement: The written contract between the
Master Servicer and any Subservicer relating to servicing
and administration of certain Mortgage Loans as provided
in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or
in such other form as has been approved by the Master
Servicer and the Company.
Subservicing Fee: As to any Mortgage Loan, the fee
payable monthly to the related Subservicer (or, in the
case of a Nonsubserviced Mortgage Loan, to the Master
Servicer) in respect of subservicing and other
compensation that accrues at an annual rate equal to the
excess of the Mortgage Rate borne by the related Mortgage
Note over the rate per annum designated on the Mortgage
Loan Schedule as the "CURR NET" for such Mortgage Loan.
Tax Returns: The federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage
Investment Conduit Income Tax Return, including Schedule
Q thereto, Quarterly Notice to Residual Interest Holders
of REMIC Taxable Income or Net Loss Allocation, or any
successor forms, to be filed on behalf of the Trust Fund
due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information,
reports or returns that may be required to be furnished
to the Certificateholders or filed with the Internal
Revenue Service or any other governmental taxing
authority under any applicable provisions of federal,
state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge,
hypothecation or other form of assignment of any
Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of
any Ownership Interest in a Certificate.
Trust Fund : The segregated pool of assets, with respect
to which a REMIC election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files.
(ii) all payments on and collections in respect of the
Mortgage Loans due after the Cut-off Date as shall be on
deposit in the Custodial Account or in the Certificate
Account and identified as belonging to the Trust Fund,
but not including the Initial Monthly Payment Deposit.
(iii) property which secured a Mortgage Loan and which
has been acquired for the benefit of the
Certificateholders by foreclosure or deed in lieu of
foreclosure, and
(iv) the hazard insurance policies and Primary Insurance
Policies, if any, and certain proceeds thereof.
Uncertificated Accrued Interest: With respect to each
Distribution Date, as to each Uncertificated REMIC
Regular Interest, an amount equal to the aggregate amount
of Accrued Certificate Interest that would result under
the terms of the definition thereof on each such
uncertificated interest, if the Pass-Through Rate on such
uncertificated interest was equal to the related
Uncertificated Pass-Through Rate and the notional amount
of such uncertificated interest was equal to the related
Uncertificated Notional Amount; provided, that any
reduction in the amount of Accrued Certificate Interest
resulting from the allocation of Prepayment Interest
Shortfalls, Realized Losses or other amounts to the Class
A-6 Certificateholders pursuant to Sections 4.02(a) and
4.05 hereof shall be allocated to the Uncertificated
REMIC Regular Interests pro rata in accordance with the
amount of interest accrued with respect to each related
Uncertificated Notional Amount and such Distribution
Date.
Uncertificated Notional Amount: With respect to each
Uncertificated REMIC Regular Interest, the aggregate
Stated Principal Balance of the related Mortgage Loan.
Uncertificated Pass-Through Rate: With respect to each
Uncertificated REMIC Regular Interest, the related
Uncertificated REMIC Regular Interest Pool Strip Rate.
Uncertificated REMIC Regular Interest Pool Strip Rate:
With respect to each Uncertificated REMIC Regular
Interest, the Pool Strip Rate for the related Mortgage
Loan.
Uncertificated REMIC Regular Interests: The 433
uncertificated partial undivided beneficial ownership
interests in the Trust Fund, each relating to a
particular Mortgage Loan, each having no principal
balance, and each bearing interest at the respective
Uncertificated Pass-Through Rate on the Uncertificated
Notional Amount.
Uncertificated REMIC Regular Interests Distribution
Amounts: With respect to any Distribution Date, the sum
of the amounts deemed to be distributed on the
Uncertificated REMIC Regular Interests for such
Distribution Date pursuant to Section 4.08(a).
Underwriters: CS First Boston Corporation and
Residential Funding Securities Corporation.
Uninsured Cause: Any cause of damage to property subject
to a Mortgage such that the complete restoration of such
property is not fully reimbursable by the hazard
insurance policies.
United States Person: A citizen or resident of the
United States, a corporation, partnership or other entity
created or organized in, or under the laws of, the United
States or any political subdivision thereof, or an estate
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. The term "United States" shall have the meaning
set forth in Section 7701 of the Code or successor
provisions.
Voting Rights: The portion of the voting rights of all
of the Certificates which is allocated to any
Certificate. 98% of all of the Voting Rights shall be
allocated among Holders of the Certificates,
respectively, other than the Class A-6 and Class R
Certificates, in proportion to the outstanding
Certificate Principal Balances of their respective
Certificates; and the Holders of the Class A-6 and Class
R Certificates shall be entitled to 1% and 1% of all of
the Voting Rights, respectively, 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), except for
scheduled payments due on May 1, 1995, with respect to
which the Master Servicer made a deposit pursuant to
Section 2.01(f).
(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)
Standard & Poor's, if it is one of the Rating Agencies,
(ii) the Trustee and (iii) each Custodian a report
setting forth the status of the documents which it is
holding.
(d) In the event that in connection with any Mortgage
Loan the Company cannot deliver the Mortgage, any
assignment, modification, assumption agreement or
preferred loan agreement (or copy thereof certified by
the public recording office) with evidence of recording
thereon concurrently with the execution and delivery of
this Agreement solely because of a delay caused by the
public recording office where such Mortgage, assignment,
modification, assumption agreement or preferred loan
agreement as the case may be, has been delivered for
recordation, the Company shall deliver or cause to be
delivered to the Trustee or the respective Custodian a
true and correct photocopy of such Mortgage, assignment,
modification, assumption agreement or preferred loan
agreement.
The Company shall promptly cause to be recorded in the
appropriate public office for real property records the
Assignment referred to in clause (I)(iii) of Section
2.01(b), except in states where, in the opinion of
counsel acceptable to the Trustee and the Master
Servicer, such recording is not required to protect the
Trustee's interests in the Mortgage Loan against the
claim of any subsequent transferee or any successor to or
creditor of the Company or the originator of such
Mortgage Loan and shall promptly cause to be filed the
Form UCC-3 assignment and UCC-1 financing statement
referred to in clause (II)(vii) and (x), respectively, of
Section 2.01(b). If any Assignment, Form UCC-3 or Form
UCC-1, as applicable, is lost or returned unrecorded to
the Company because of any defect therein, the Company
shall prepare a substitute Assignment, Form UCC-3 or Form
UCC-1, as applicable, or cure such defect, as the case
may be, and cause such Assignment, Form UCC-3 or Form
UCC-1, as applicable, 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, Assignment, 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.
Any of the items set forth in Section 2.01(b)(I)(iv)
and (v) and (II)(vi) and (vii) and that may be delivered
as a copy rather than the original may be delivered in
microfiche form.
(e) It is intended that the conveyances by the Company
to the Trustee of the Mortgage Loans as provided for in
this Section 2.01 be construed as a sale by the Company
to the Trustee of the Mortgage Loans for the benefit of
the Certificateholders. Further, it is not intended that
any such conveyance be deemed to be a pledge of the
Mortgage Loans by the Company to the Trustee to secure a
debt or other obligation of the Company. However, in the
event that the Mortgage Loans are held to be property of
the Company or of Residential Funding, or if for any
reason this Agreement is held or deemed to create a
security interest in the Mortgage Loans, then it is
intended that (a) this Agreement shall also be deemed to
be a security agreement within the meaning of Articles 8
and 9 of the New York Uniform Commercial Code and the
Uniform Commercial Code of any other applicable
jurisdiction; (b) the conveyance provided for in Section
2.01 shall be deemed to be (1) a grant by the Company to
the Trustee of a security interest in all of the
Company's right (including the power to convey title
thereto), title and interest, whether now owned or
hereafter acquired, in and to (A) the Mortgage Loans,
including (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 Mortgage Notes, the Mortgages, any related
insurance policies and all other documents in the related
Mortgage Files, (B) all amounts payable pursuant to the
Mortgage Loans in accordance with the terms thereof and
(C) any and all general intangibles consisting of,
arising from or relating to any of the foregoing, and all
proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other
property, including without limitation all amounts from
time to time held or invested in the Certificate Account
or the Custodial Account, whether in the form of cash,
instruments, securities or other property and (2) an
assignment by the Company to the Trustee of any security
interest in any and all of Residential Funding's right
(including the power to convey title thereto), title and
interest, whether now owned or hereafter acquired, in and
to the property described in the foregoing clauses
(1)(A), (B) and (C) granted by Residential Funding to the
Company pursuant to the Assignment Agreement; (c) the
possession by the Trustee, the Custodian or any other
agent of the Trustee of Mortgage Notes or such other
items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to
be "possession by the secured party," or possession by a
purchaser or a person designated by such secured party,
for purposes of perfecting the security interest pursuant
to the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction
(including, without limitation, Section 9-305, 8-313 or
8-321 thereof); and (d) notifications to persons holding
such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall
be deemed notifications to, or acknowledgments, receipts
or confirmations from, financial intermediaries, bailees
or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable
law.
The Company and, at the Company's direction,
Residential Funding and the Trustee shall, to the extent
consistent with this Agreement, take such reasonable
actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in
the Mortgage Loans, and the other property described
above, such security interest would be deemed to be a
perfected security interest of first priority under
applicable law and will be maintained as such throughout
the term of this Agreement. Without limiting the
generality of the foregoing, the Company shall prepare
and deliver to the Trustee not less than 15 days prior to
any filing date and, the Trustee shall forward for
filing, or shall cause to be forwarded for filing, at the
expense of the Company, all filings necessary to maintain
the effectiveness of any original filings necessary under
the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest
in or lien on the Mortgage Loans, as evidenced by an
Officer's Certificate of the Company, including without
limitation (x) continuation statements, and (y) such
other statements as may be occasioned by (1) any change
of name of Residential Funding, the Company or the
Trustee (such preparation and filing shall be at the
expense of the Trustee, if occasioned by a change in the
Trustee's name), (2) any change of location of the place
of business or the chief executive office of Residential
Funding or the Company, (3) any transfer of any interest
of Residential Funding or the Company in any Mortgage
Loan or (4) any transfer of any interest of Residential
Funding or the Company in any Uncertificated REMIC
Regular Interest.
(f) The Master Servicer hereby acknowledges that it will
deposit cash in an amount equal to $54,085.03 (the
"Initial Monthly Payment Deposit"), representing
scheduled principal amortization and interest at the Net
Mortgage Rate for the Due Date in May 1995, for those
Mortgage Loans for which the Trustee will not be entitled
to receive such payment. The Initial Monthly Payment
Deposit shall be retained in the Certificate Account
pending the inclusion of such Initial Monthly Payment
Deposit in the Available Distribution Amount for the
Distribution Date in May 1995. Notwithstanding anything
herein to the contrary, the Initial Monthly Payment
Deposit shall not be an asset of the REMIC. To the
extent that the Initial Monthly Payment Deposit
constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside reserve fund and not
an asset of the REMIC, (2) it shall be owned by the
Seller and (3) amounts transferred by the REMIC to the
Initial Monthly Payment Deposit shall be treated as
transferred to the Seller or any successor, all within
the meaning of Section 1.860G-2(h) of the Treasury
Regulations.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to
Mortgage Loans subject to a Custodial Agreement, and
based solely upon a receipt or certification executed by
the Custodian, receipt by the respective Custodian as the
duly appointed agent of the Trustee) of the documents
referred to in Section 2.01(b)(i) through (iii) above
(except that for purposes of such acknowledgement only,
a Mortgage Note may be endorsed in blank and an
Assignment of Mortgage may be in blank) and declares that
it, or a Custodian as its agent, holds and will hold such
documents and the other documents constituting a part of
the Mortgage Files delivered to it, or a Custodian as its
agent, in trust for the use and benefit of all present
and future Certificateholders. The Trustee or Custodian
(such Custodian being so obligated under a Custodial
Agreement) agrees, for the benefit of Certificateholders,
to review each Mortgage File delivered to it pursuant to
Section 2.01(b) within 45 days after the Closing Date to
ascertain that all required documents (specifically as
set forth in Section 2.01(b)), have been executed and
received, and that such documents relate to the Mortgage
Loans identified on the Mortgage Loan Schedule, as
supplemented, that have been conveyed to it. Upon
delivery of the Mortgage Files by the Company or the
Master Servicer, the Trustee shall acknowledge receipt
(or, with respect to Mortgage Loans subject to a
Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the
respective Custodian as the duly appointed agent of the
Trustee) of the documents referred to in Section 2.01(c)
above. The Trustee or Custodian (such Custodian being so
obligated under a Custodial Agreement) agrees to review
each Mortgage File delivered to it pursuant to Section
2.01(c) within 45 days after receipt thereof to ascertain
that all documents required to be delivered pursuant to
such Section have been received, and that such documents
relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, as supplemented, that have been conveyed
to it.
If the Custodian, as the Trustee's agent, finds any
document or documents constituting a part of a Mortgage
File to be missing or defective in any material respect,
the Trustee shall promptly so notify the Master Servicer
and the Company. Pursuant to Section 2.3 of the
Custodial Agreement, the Custodian will notify the Master
Servicer, the Company and the Trustee of any such
omission or defect found by it in respect of any Mortgage
File held by it. The Master Servicer shall promptly
notify the related Subservicer or Seller of such omission
or defect and request that such Subservicer or Seller
correct or cure such omission or defect within 60 days
from the date the Master Servicer was notified of such
omission or defect and, if such Subservicer or Seller
does not correct or cure such omission or defect within
such period, that such Subservicer or Seller purchase
such Mortgage Loan from the Trust Fund at its Purchase
Price, in either case within 90 days from the date the
Master Servicer was notified of such omission or defect.
The Purchase Price for any such Mortgage Loan, whether
purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master
Servicer in the Custodial Account maintained by it
pursuant to Section 3.07 and, upon receipt by the Trustee
of written notification of such deposit signed by a
Servicing Officer, the Trustee or any Custodian, as the
case may be, shall release to the Master Servicer the
related Mortgage File and the Trustee shall execute and
deliver such instruments of transfer or assignment
prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Seller or
its designee or the Subservicer or its designee, as the
case may be, any Mortgage Loan released pursuant hereto
and thereafter such Mortgage Loan shall not be part of
the Trust Fund. It is understood and agreed that the
obligation of the Seller or the Subservicer, as the case
may be, to so cure or purchase any Mortgage Loan as to
which a material defect in or omission of a constituent
document exists shall constitute the sole remedy
respecting such defect or omission available to
Certificateholders or the Trustee on behalf of
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 Certificateholders
that:
(i) The Master Servicer is a corporation duly
organized, validly existing and in good standing under
the laws governing its creation and existence and is or
will be in compliance with the laws of each state in
which any Mortgaged Property is located to the extent
necessary to ensure the enforceability of each Mortgage
Loan in accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by
the Master Servicer and its performance and compliance
with the terms of this Agreement will not violate the
Master Servicer's Certificate of Incorporation or Bylaws
or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a material
default) under, or result in the material breach of, any
material contract, agreement or other instrument to which
the Master Servicer is a party or which may be applicable
to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization,
execution and delivery by the Trustee and the Company,
constitutes a valid, legal and binding obligation of the
Master Servicer, enforceable against it in accordance
with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally
and to general principles of equity, regardless of
whether such enforcement is considered in a proceeding in
equity or at law;
(iv) The Master Servicer is not in default with
respect to any order or decree of any court or any order,
regulation or demand of any Federal, state, municipal or
governmental agency, which default might have
consequences that would materially and adversely affect
the condition (financial or other) or operations of the
Master Servicer or its properties or might have
consequences that would materially adversely affect its
performance hereunder;
(v) No litigation is pending or, to the best of the
Master Servicer's knowledge, threatened against the
Master Servicer which would prohibit its entering into
this Agreement or performing its obligations under this
Agreement;
(vi) The Master Servicer will comply in all material
respects in the performance of this Agreement with all
reasonable rules and requirements of each insurer under
each Required Insurance Policy;
(vii) No information, certificate of an officer,
statement furnished in writing or report delivered to the
Company, any Affiliate of the Company or the Trustee by
the Master Servicer will, to the knowledge of the Master
Servicer, contain any untrue statement of a material fact
or omit a material fact necessary to make the
information, certificate, statement or report not
misleading; and
(viii) The Master Servicer has examined each existing,
and will examine each new, Subservicing Agreement and is
or will be familiar with the terms thereof. The terms of
each existing Subservicing Agreement and each designated
Subservicer are acceptable to the Master Servicer and any
new Subservicing Agreements will comply with the
provisions of Section 3.02.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(a) shall
survive delivery of the respective Mortgage Files to the
Trustee or any Custodian.
Upon discovery by either the Company, the Master
Servicer, the Trustee or any Custodian of a breach of any
representation or warranty set forth in this Section
2.03(a) which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan,
the party discovering such breach shall give prompt
written notice to the other parties (any Custodian being
so obligated under a Custodial Agreement). Within 90
days of its discovery or its receipt of notice of such
breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent
that such breach is with respect to a Mortgage Loan or a
related document, purchase such Mortgage Loan from the
Trust Fund at the Purchase Price and in the manner set
forth in Section 2.02. The obligation of the Master
Servicer to cure such breach or to so purchase such
Mortgage Loan shall constitute the sole remedy in respect
of a breach of a representation and warranty set forth in
this Section 2.03(a) available to the Certificateholders
or the Trustee on behalf of the Certificateholders.
(b) The Company hereby represents and warrants to the
Trustee for the benefit of Certificateholders that as of
the Closing Date (or, if otherwise specified below, as of
the date so specified):
(i) No Mortgage Loan is one month or more delinquent in
payment of principal and interest as of the Cut-off Date
and no Mortgage Loan has been so delinquent more than
once in the 12-month period prior to the Cut-off Date;
(ii) The information set forth in Exhibit F hereto with
respect to each Mortgage Loan or the Mortgage Loans, as
the case may be, is true and correct in all material
respects at the date or dates respecting which such
information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-
rate mortgage loans with level Monthly Payments due on
the first day of each month and terms to maturity at
origination or modification of not more than 15 years;
(iv) To the best of the Company's knowledge, if a
Mortgage Loan is secured by a Mortgaged Property with a
Loan-to-Value Ratio at origination in excess of 80%, such
Mortgage Loan is the subject of a Primary Insurance
Policy that insures 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 0.62% 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 1.26% 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; Not more than 1.00% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date
are Cooperative Loans;
(vii) If the improvements securing a Mortgage Loan are
in a federally designated special flood hazard area,
flood insurance in the amount required under the Program
Guide covers the related Mortgaged Property (either by
coverage under the federal flood insurance program or by
coverage by private insurers);
(viii) Immediately prior to the assignment of the
Mortgage Loans to the Trustee, the Company had good title
to, and was the sole owner of, each Mortgage Loan free
and clear of any pledge, lien, encumbrance or security
interest (other than rights to servicing and related
compensation) and such assignment validly transfers
ownership of the Mortgage Loans to the Trustee free and
clear of any pledge, lien, encumbrance or security
interest;
(ix) Approximately 0.2% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date
were underwritten under a reduced loan documentation
program;
(x) Each Mortgagor represented in its loan application
with respect to the related Mortgage Loan that the
Mortgaged Property would be owner-occupied and therefore
would not be an investor property as of the date of
origination of such Mortgage Loan. No Mortgagor is a
corporation or a partnership;
(xi) One of the Mortgage Loans representing 0.2% of the
Mortgage Loans by Aggregate Stated Principal Balance as
of the Cut-off Date was a Buydown Mortgage Loan;
(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) Interest on each Mortgage Loan is calculated on
the basis of a 360-day year consisting of twelve 30-day
months;
(xiv) 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;
(xv) With respect to each Mortgage Loan originated under
a "streamlined" mortgage loan program (through which no
new or updated appraisals of Mortgaged Properties are
obtained in connection with the refinancing thereof), the
related Seller has represented that either (a) the value
of the related Mortgaged Property as of the date the
Mortgage Loan was originated was not less than the
appraised value of such property at the time of
origination of the refinanced mortgage loan or (b) the
Loan-to-Value Ratio of the Mortgage Loan as of the date
of origination of the Mortgage Loan generally meets the
Company's underwriting guidelines;
(xvi) The aggregate Monthly Payments for May 1995 for
each Mortgage Loan described in Section 2.01(f) will
equal the Initial Monthly Payment Deposit; and
(xvii) None of the Mortgage Loans contain in the related
Mortgage File a Destroyed Mortgage Note.
(xviii) 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);
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. 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 Certificateholders or the Trustee on behalf
of Certificateholders. Notwithstanding the foregoing,
the Company shall not be required to cure breaches or
purchase or substitute for Mortgage Loans as provided in
this Section 2.03(b) if the substance of the breach of a
representation set forth above also constitutes fraud in
the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under
the Assignment Agreement, hereby assigns to the Trustee
for the benefit of Certificateholders all of its right,
title and interest in respect of the Assignment Agreement
and each Seller's Agreement applicable to a Mortgage
Loan. Insofar as the Assignment Agreement or such
Seller's Agreement relates to the representations and
warranties made by Residential Funding or the related
Seller in respect of such Mortgage Loan and any remedies
provided thereunder for any breach of such
representations and warranties, such right, title and
interest may be enforced by the Master Servicer on behalf
of the Trustee and the Certificateholders. Upon the
discovery by the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any of the
representations and warranties made in a Seller's
Agreement or the Assignment Agreement (which, for
purposes hereof, will be deemed to include any other
cause giving rise to a repurchase obligation under the
Assignment Agreement) in respect of any Mortgage Loan
which materially and adversely affects the interests of
the Certificateholders in such Mortgage Loan, the party
discovering such breach shall give prompt written notice
to the other parties (any Custodian being so obligated
under a Custodial Agreement). The Master Servicer shall
promptly notify the related Seller or Residential
Funding, as the case may be, of such breach and request
that such Seller or Residential Funding, as the case may
be, either (i) cure such breach in all material respects
within 90 days from the date the Master Servicer was
notified of such breach or (ii) purchase such Mortgage
Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02; provided that in the
case of a breach under the Assignment Agreement
Residential Funding shall have the option to substitute
a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two
years following the Closing Date, except that if the
breach would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of
the Code, any such substitution must occur within 90 days
from the date the Master Servicer was notified of the
breach if such 90 day period expires before two years
following the Closing Date. In the event that
Residential Funding elects to substitute a Qualified
Substitute Mortgage Loan or Loans for a Deleted Mortgage
Loan pursuant to this Section 2.04, Residential Funding
shall deliver to the Trustee for the benefit of the
Certificateholders with respect to such Qualified
Substitute Mortgage Loan or Loans, the original Mortgage
Note, the Mortgage, an Assignment of the Mortgage in
recordable form, and such other documents and agreements
as are required by Section 2.01, with the Mortgage Note
endorsed as required by Section 2.01. No substitution
will be made in any calendar month after the
Determination Date for such month. Monthly Payments due
with respect to Qualified Substitute Mortgage Loans in
the month of substitution shall not be part of the Trust
Fund and will be retained by the Master Servicer and
remitted by the Master Servicer to Residential Funding on
the next succeeding Distribution Date. For the month of
substitution, distributions to Certificateholders will
include the Monthly Payment due on a Deleted Mortgage
Loan for such month and thereafter Residential Funding
shall be entitled to retain all amounts received in
respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the Mortgage
Loan Schedule, and, if the Deleted Mortgage Loan was a
Discount Mortgage Loan, the Schedule of Discount
Fractions, for the benefit of the Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the
substitution of the Qualified Substitute Mortgage Loan or
Loans and the Master Servicer shall deliver the amended
Mortgage Loan Schedule, and, if the Deleted Mortgage Loan
was a Discount Loan, the amended Schedule of Discount
Fractions, to the Trustee. Upon such substitution, the
Qualified Substitute Mortgage Loan or Loans shall be
subject to the terms of this Agreement and the related
Subservicing Agreement in all respects, the related
Seller shall be deemed to have made the representations
and warranties with respect to the Qualified Substitute
Mortgage Loan contained in the related Seller's Agreement
as of the date of substitution, and the Company and the
Master Servicer shall be deemed to have made with respect
to any Qualified Substitute Mortgage Loan or Loans, as of
the date of substitution, the covenants, representations
and warranties set forth in this Section 2.04, in Section
2.03 hereof and in Section 4 of the Assignment Agreement,
and the Master Servicer shall be obligated to repurchase
or substitute for any Qualified Substitute Mortgage Loan
as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4
of the Assignment Agreement.
In connection with the substitution of one or more
Qualified Substitute Mortgage Loans for one or more
Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate
principal balance of all such Qualified Substitute
Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such
Deleted Mortgage Loans (in each case after application of
the principal portion of the Monthly Payments due in the
month of substitution that are to be distributed to
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 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 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.
Section 2.06. Conveyance of Uncertificated REMIC Regular
Interests; Acceptance by the Trustee.
The Company, as of the Closing Date, and concurrently
with the execution and delivery hereof, does hereby
assign without recourse all the right, title and interest
of the Company in and to the Uncertificated REMIC Regular
Interests to the Trustee for the benefit of the Class A-6
Certificateholders. The Trustee acknowledges receipt of
the Uncertificated REMIC Regular Interests and declares
that it holds and will hold the same in trust for the
exclusive use and benefit of all present and future Class
A-6 Certificateholders. The right of the Class A-6
Certificateholders to receive distributions from the
proceeds of the Trust Fund in respect of the Class A-6
Certificates, and all ownership interests of the Class A-
6 Certificateholders in such distributions, shall be as
set forth in this Agreement.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the
Mortgage Loans in accordance with the terms of this
Agreement and the respective Mortgage Loans and shall
have full power and authority, acting alone or through
Subservicers as provided in Section 3.02, to do any and
all things which it may deem necessary or desirable in
connection with such servicing and administration.
Without limiting the generality of the foregoing, the
Master Servicer in its own name or in the name of a
Subservicer is hereby authorized and empowered by the
Trustee when the Master Servicer or the Subservicer, as
the case may be, believes it appropriate in its best
judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any
and all instruments of satisfaction or cancellation, or
of partial or full release or discharge, or of consent to
assumption or modification in connection with a proposed
conveyance, or of assignment of any Mortgage and Mortgage
Note in connection with the repurchase of a Mortgage Loan
and all other comparable instruments, or with respect to
the modification or re-recording of a Mortgage for the
purpose of correcting the Mortgage, the subordination of
the lien of the Mortgage in favor of a public utility
company or government agency or unit with powers of
eminent domain, the taking of a deed in lieu of
foreclosure, the completion of judicial or non-judicial
foreclosure, the conveyance of a Mortgaged Property to an
Insurer, the acquisition of any property acquired by
foreclosure or deed in lieu of foreclosure, or the
management, marketing and conveyance of any property
acquired by foreclosure or deed in lieu of foreclosure
with respect to the Mortgage Loans and with respect to
the Mortgaged Properties. Notwithstanding the foregoing,
subject to Section 3.07(a), the Master Servicer shall not
permit any modification with respect to any Mortgage Loan
that would both constitute a sale or exchange of such
Mortgage Loan within the meaning of Section 1001 of the
Code and any proposed, temporary or final regulations
promulgated thereunder (other than in connection with a
proposed conveyance or assumption of such Mortgage Loan
that is treated as a Principal Prepayment in Full
pursuant to Section 3.13(d) hereof) and cause the REMIC
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 responsible 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 act reasonably and in
good faith and, 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.
(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 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 the interests of the
Certificateholders in 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 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 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 or the interest of the
Certificateholders. 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, provided, however, that the Master
Servicer may not modify materially or permit any
Subservicer to modify any Mortgage Loan, including
without limitation any modification that would change the
Mortgage Rate, forgive the payment of any principal or
interest (unless in connection with the liquidation of
the related Mortgage Loan or except in connection with
prepayments to the extent that such reamortization is not
inconsistent with the terms of the Mortgage Loan), or
extend the final maturity date of such Mortgage Loan,
unless such Mortgage Loan is in default or, in the
judgment of the Master Servicer, such default is
reasonably foreseeable. In 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.
(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 2.01(f), 3.07(c) or 3.21; and
(vi) All amounts transferred from the Certificate
Account to the Custodial Account in accordance with
Section 4.02(a).
The foregoing requirements for deposit in the Custodial
Account shall be exclusive, it being understood and
agreed that, without limiting the generality of the
foregoing, payments on the Mortgage Loans which are not
part of the Trust Fund (consisting of payments in respect
of principal and interest on the Mortgage Loans due on or
before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges
or assumption fees may but need not be deposited by the
Master Servicer in the Custodial Account. In the event
any amount not required to be deposited in the Custodial
Account is so deposited, the Master Servicer may at any
time withdraw such amount from the Custodial Account, any
provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or
more trust funds created for mortgage pass-through
certificates of other series and may contain other funds
respecting payments on mortgage loans belonging to the
Master Servicer or serviced or master serviced by it on
behalf of others. Notwithstanding such commingling of
funds, the Master Servicer shall keep records that
accurately reflect the funds on deposit in the Custodial
Account that have been identified by it as being
attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation
Proceeds, REO Proceeds and the proceeds of the purchase
of any Mortgage Loan pursuant to Sections 2.02, 2.03,
2.04 and 4.07 received in any calendar month, the Master
Servicer may elect to treat such amounts as included in
the Available Distribution Amount for the Distribution
Date in the month of receipt, but is not obligated to do
so. If the Master Servicer so elects, such amounts will
be deemed to have been received (and any related Realized
Loss shall be deemed to have occurred) on the last day of
the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to
cause the institution maintaining the Custodial Account
to invest the funds in the Custodial Account attributable
to the Mortgage Loans in Permitted Investments which
shall mature not later than the Certificate Account
Deposit Date next following the date of such investment
(with the exception of the Amount Held for Future
Distribution) and which shall not be sold or disposed of
prior to their maturities. All income and gain realized
from any such investment shall be for the benefit of the
Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to
time. The amount of any losses incurred in respect of
any such investments attributable to the investment of
amounts in respect of the Mortgage Loans shall be
deposited in the Custodial Account by the Master Servicer
out of its own funds immediately as realized.
(d) The Master Servicer shall give notice to the Trustee
and the Company of any change in the location of the
Custodial Account and the location of the Certificate
Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a
Mortgage Loan pursuant to a Subservicing Agreement, the
Master Servicer shall cause the Subservicer, pursuant to
the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an
Eligible Account or, if such account is not an Eligible
Account, shall generally satisfy the requirements of the
Program Guide and be otherwise acceptable to the Master
Servicer and each Rating Agency. The Subservicer will be
required thereby to deposit into the Subservicing Account
on a daily basis all proceeds of Mortgage Loans received
by the Subservicer, less its Subservicing Fees and
unreimbursed advances and expenses, to the extent
permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the
Master Servicer shall be deemed to have received such
monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the
Subservicing Account payments or collections in the
nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the
Program Guide, but in no event later than the
Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to
remit to the Master Servicer for deposit in the Custodial
Account all funds held in the Subservicing Account with
respect to each Mortgage Loan serviced by such
Subservicer that are required to be remitted to the
Master Servicer. The Subservicer will also be required,
pursuant to the Subservicing Agreement, to advance on
such scheduled date of remittance amounts equal to any
scheduled monthly installments of principal and interest
less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This
obligation to advance with respect to each Mortgage Loan
will continue up to and including the first of the month
following the date on which the related Mortgaged
Property is sold at a foreclosure sale or is acquired by
the Trust Fund by deed in lieu of foreclosure or
otherwise. All such advances received by the Master
Servicer shall be deposited promptly by it in the
Custodial Account.
(b) The Subservicer may also be required, pursuant to
the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account interest at
the Adjusted Mortgage Rate 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, 3.08, 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) late recoveries of the payments for which
such advances were made in the case of Servicing
Advances;
(iii) to pay to itself or the related Subservicer (if
not previously retained by such Subservicer) out of each
payment received by the Master Servicer on account of
interest on a Mortgage Loan as contemplated by Sections
3.14 and 3.16, an amount equal to that remaining portion
of any such payment as to interest (but not in excess of
the Servicing Fee and the Subservicing Fee, if not
previously retained) which, when deducted, will result in
the remaining amount of such interest being interest at
the Net Mortgage Rate on the amount specified in the
amortization schedule of the related Mortgage Loan as the
principal balance thereof at the beginning of the period
respecting which such interest was paid after giving
effect to any previous Curtailments;
(iv) to pay to itself as additional servicing
compensation any interest or investment income earned on
funds deposited in the Custodial Account that it is
entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing
compensation any Foreclosure Profits, and any amounts
remitted by Subservicers as interest in respect of
Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller,
Residential Funding, the Company or any other appropriate
Person, as the case may be, with respect to each Mortgage
Loan or property acquired in respect thereof that has
been purchased or otherwise transferred pursuant to
Section 2.02, 2.03, 2.04, 4.07 or 9.01, all amounts
received thereon and not required to be distributed to
Certificateholders as of the date on which the related
Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for
any Nonrecoverable Advance or Advances in the manner and
to the extent provided in subsection (c) below or any
Advance reimbursable to the Master Servicer pursuant to
Section 4.02(a)(iii);
(viii) to reimburse itself or the Company for expenses
incurred by and reimbursable to it or the Company
pursuant to Sections 3.13, 3.14(c), 6.03, 10.01 or
otherwise;
(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.
In the event that the Company gains knowledge that as of
the Closing Date, a Mortgage Loan had a Loan-to-Value
Ratio at origination in excess of 80% and is not the
subject of a Primary Insurance Policy (and was not
included in any exception to the representation in
Section 2.03(b)(iv)) and that such Mortgage Loan has a
current Loan-to-Value Ratio in excess of 80% then the
Master Servicer shall use its reasonable efforts to
obtain and maintain a Primary Insurance Policy to the
extent that such a policy is obtainable at a reasonable
price. The Master Servicer shall not cancel or refuse to
renew any such Primary Insurance Policy applicable to a
Nonsubserviced Mortgage Loan, or consent to any
Subservicer canceling or refusing to renew any such
Primary Insurance Policy applicable to a Mortgage Loan
subserviced by it, that is in effect at the date of the
initial issuance of the Certificates and is required to
be kept in force hereunder unless the replacement Primary
Insurance Policy for such canceled or non-renewed policy
is maintained with an insurer whose claims-paying ability
is acceptable to each Rating Agency for mortgage pass-
through certificates having a rating equal to or better
than the lower of the then-current rating or the rating
assigned to the Certificates as of the Closing Date by
such Rating Agency.
(b) In connection with its activities as administrator
and servicer of the Mortgage Loans, the Master Servicer
agrees to present or to cause the related Subservicer to
present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders,
claims to the Insurer under any Primary Insurance
Policies, in a timely manner in accordance with such
policies, and, in this regard, to take or cause to be
taken such reasonable action as shall be necessary to
permit recovery under any Primary Insurance Policies
respecting defaulted Mortgage Loans. Pursuant to Section
3.07, any Insurance Proceeds collected by or remitted to
the Master Servicer under any Primary Insurance Policies
shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for
each Mortgage Loan (other than a Cooperative Loan) fire
insurance with extended coverage in an amount which is
equal to the lesser of the principal balance owing on
such Mortgage Loan or 100 percent of the insurable value
of the improvements; provided, however, that such
coverage may not be less than the minimum amount required
to fully compensate for any loss or damage on a
replacement cost basis. To the extent it may do so
without breaching the related Subservicing Agreement, the
Master Servicer shall replace any Subservicer that does
not cause such insurance, to the extent it is available,
to be maintained. The Master Servicer shall also cause
to be maintained on property acquired upon foreclosure,
or deed in lieu of foreclosure, of any Mortgage Loan
(other than a Cooperative Loan), fire insurance with
extended coverage in an amount which is at least equal to
the amount necessary to avoid the application of any co-
insurance clause contained in the related hazard
insurance policy. Pursuant to Section 3.07, any amounts
collected by the Master Servicer under any such policies
(other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or property thus
acquired or amounts released to the Mortgagor in
accordance with the Master Servicer's normal servicing
procedures) shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 3.10. Any cost
incurred by the Master Servicer in maintaining any such
insurance shall not, for the purpose of calculating
monthly distributions to 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 as 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. When the improvements securing a
Mortgage Loan (other than a Cooperative Loan) are located
at the time of origination of such Mortgage Loan in a
federally designated special flood hazard area, the
Master Servicer shall cause flood insurance (to the
extent available) to be maintained in respect thereof.
Such flood insurance shall be in an amount equal to the
lesser of (i) the amount required to compensate for any
loss or damage to the Mortgaged Property on a replacement
cost basis and (ii) the maximum amount of such insurance
available for the related Mortgaged Property under the
national flood insurance program (assuming that the area
in which such Mortgaged Property is located is
participating in such program).
In the event that the Master Servicer shall obtain and
maintain a blanket fire insurance policy with extended
coverage insuring against hazard losses on all of the
Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first
sentence of this Section 3.12(a), it being understood and
agreed that such policy may contain a deductible clause,
in which case the Master Servicer shall, in the event
that there shall not have been maintained on the related
Mortgaged Property a policy complying with the first
sentence of this Section 3.12(a) and there shall have
been a loss which would have been covered by such policy,
deposit in the Certificate Account the amount not
otherwise payable under the blanket policy because of
such deductible clause. Any such deposit by the Master
Servicer shall be made on the Certificate Account Deposit
Date next preceding the Distribution Date which occurs in
the month following the month in which payments under any
such policy would have been deposited in the Custodial
Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on behalf of itself,
the Trustee and 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 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 causing the REMIC
to fail to qualify as such under the Code. 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 by the Master
Servicer. Upon the closing of the transactions
contemplated by such documents, the Master Servicer shall
cause the originals or true and correct copies of the
assumption agreement, the release (if any), or the
modification or supplement to the Mortgage Note or
Mortgage to be delivered to the Trustee or the Custodian
and deposited with the Mortgage File for such Mortgage
Loan. Any fee collected by the Master Servicer or such
related Subservicer for entering into an assumption or
substitution of liability agreement will be retained by
the Master Servicer or such Subservicer as additional
servicing compensation.
(c) The Master Servicer or the related Subservicer, as
the case may be, shall be entitled to approve a request
from a Mortgagor for a partial release of the related
Mortgaged Property, the granting of an easement thereon
in favor of another Person, any alteration or demolition
of the related Mortgaged Property or other similar
matters if it has determined, exercising its good faith
business judgment in the same manner as it would if it
were the owner of the related Mortgage Loan, that the
security for, and the timely and full collectability of,
such Mortgage Loan would not be adversely affected
thereby and that the Trust Fund would not fail to
continue to qualify as a REMIC under the Code as a result
thereof. 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, reasonable 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 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 and (ii) that
such expenses 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 are actually
recoverable from related Liquidation Proceeds, Insurance
Proceeds or REO Proceeds). In the event of a
determination by the Master Servicer pursuant to this
Section 3.14(a), the Master Servicer shall be entitled to
reimbursement of its funds so expended pursuant to
Section 3.10. Concurrently with the foregoing, the
Master Servicer may pursue any remedies that may be
available in connection with a breach of a representation
and warranty with respect to any such Mortgage Loan in
accordance with Sections 2.03 and 2.04. However, the
Master Servicer is not required to continue to pursue
both foreclosure (or similar remedies) with respect to
the Mortgage Loans and remedies in connection with a
breach of a representation and warranty if the Master
Servicer determines in its reasonable discretion that one
such remedy is more likely to result in a greater
recovery as to the Mortgage Loan. Upon the occurrence of
a Cash Liquidation or REO Disposition, following the
deposit in the Custodial Account of all Insurance
Proceeds, Liquidation Proceeds and other payments and
recoveries referred to in the definition of "Cash
Liquidation" or "REO Disposition," as applicable, upon
receipt by the Trustee of written notification of such
deposit signed by a Servicing Officer, the Trustee or any
Custodian, as the case may be, shall release to the
Master Servicer the related Mortgage File and the Trustee
shall execute and deliver such instruments of transfer or
assignment prepared by the Master Servicer, in each case
without recourse, as shall be necessary to vest in the
Master Servicer or its designee, as the case may be, the
related Mortgage Loan, and thereafter such Mortgage Loan
shall not be part of the Trust Fund. Notwithstanding the
foregoing or any other provision of this Agreement, in
the Master Servicer's sole discretion with respect to any
defaulted Mortgage Loan or REO Property as to either of
the following provisions, (i) a Cash Liquidation or REO
Disposition may be deemed to have occurred if
substantially all amounts expected by the Master Servicer
to be received in connection with the related defaulted
Mortgage Loan or REO Property have been received, and
(ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or
any other unscheduled collections or the amount of any
Realized Loss, the Master Servicer may take into account
minimal amounts of additional receipts expected to be
received or any estimated additional liquidation expenses
expected to be incurred in connection with the related
defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is
acquired by the Trust Fund as an REO Property by
foreclosure or by deed in lieu of foreclosure, the deed
or certificate of sale shall be issued to the Trustee or
to its nominee on behalf of Certificateholders.
Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan, such REO
Property shall (except as otherwise expressly provided
herein) be considered to be an Outstanding Mortgage Loan
held in the Trust Fund until such time as the REO
Property shall be sold. Consistent with the foregoing
for purposes of all calculations hereunder so long as
such REO Property shall be considered to be an
Outstanding Mortgage Loan it shall be assumed that,
notwithstanding that the indebtedness evidenced by the
related Mortgage Note shall have been discharged, such
Mortgage Note and the related amortization schedule in
effect at the time of any such acquisition of title
(after giving effect to any previous Curtailments and
before any adjustment thereto by reason of any bankruptcy
or similar proceeding or any moratorium or similar waiver
or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any REO
Property as aforesaid or otherwise in connection with a
default or imminent default on a Mortgage Loan, the
Master Servicer, on behalf of the Trust Fund, shall sell
any REO Property either (i) within two years after its
acquisition by the Trust Fund as determined for the
purposes of Section 860G(a)(8) of the Code or (ii) prior
to the expiration of any extension to such two-year grace
period which is requested on behalf of the Trust Fund by
the Master Servicer (at the expense of the Trust Fund)
more than 60 days prior to the end of such two-year grace
period and granted by the Internal Revenue Service,
unless the Master Servicer has delivered to 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 two years
after its acquisition will not result in the imposition
on the Trust Fund of taxes on "prohibited transactions"
thereof, as defined in Section 860F of the Code, or cause
the Trust Fund to fail to qualify as a REMIC under
Federal law at any time that any Certificates or
Uncertificated REMIC Regular Interests 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 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); fourth, to all Servicing Fees and Subservicing
Fees payable therefrom (and the Master Servicer and the
Subservicer shall have no claims for any deficiencies
with respect to such fees which result from the foregoing
allocation); and fifth, to Foreclosure Profits.
Section 3.15.Trustee to Cooperate; Release of Mortgage
Files.
(a) Upon becoming aware of the payment in full of any
Mortgage Loan, or upon the receipt by the Master Servicer
of a notification that payment in full will be escrowed
in a manner customary for such purposes, the Master
Servicer will immediately notify the Trustee (if it holds
the related Mortgage File) or the Custodian by a
certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts
received or to be received in connection with such
payment which are required to be deposited in the
Custodial Account pursuant to Section 3.07 have been or
will be so deposited), substantially in one of the forms
attached hereto as Exhibit H requesting delivery to it of
the Mortgage File. Upon receipt of such certification
and request, the Trustee shall promptly release, or cause
the Custodian to release, the related Mortgage File to
the Master Servicer. The Master Servicer is authorized
to execute and deliver to the Mortgagor the request for
reconveyance, deed of reconveyance or release or
satisfaction of mortgage or such instrument releasing the
lien of the Mortgage, together with the Mortgage Note
with, as appropriate, written evidence of cancellation
thereon. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall
be chargeable to the Custodial Account or the Certificate
Account.
(b) From time to time as is appropriate for the
servicing or foreclosure of any Mortgage Loan, the Master
Servicer shall deliver to the Custodian, with a copy to
the Trustee, a certificate of a Servicing Officer
substantially in one of the forms attached as Exhibit H
hereto, requesting that possession of all, or any
document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the
reason for such release and that such release will not
invalidate any insurance coverage provided in respect of
the Mortgage Loan under any Required Insurance Policy.
Upon receipt of the foregoing, the Trustee shall deliver,
or cause the Custodian to deliver, the Mortgage File or
any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document
therein so released to be returned to the Trustee, or the
Custodian as agent for the Trustee when the need therefor
by the Master Servicer no longer exists, unless (i) the
Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been
deposited in the Custodial Account or (ii) the Mortgage
File or such document has been delivered directly or
through a Subservicer to an attorney, or to a public
trustee or other public official as required by law, for
purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property
either judicially or non-judicially, and the Master
Servicer has delivered directly or through a Subservicer
to the Trustee a certificate of a Servicing Officer
certifying as to the name and address of the Person to
which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the
event of the liquidation of a Mortgage Loan, the Trustee
shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the
related Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's
behalf shall execute and deliver to the Master Servicer,
if necessary, any court pleadings, requests for trustee's
sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to
any legal action brought to obtain judgment against any
Mortgagor on the Mortgage Note or Mortgage or to obtain
a deficiency judgment, or to enforce any other remedies
or rights provided by the Mortgage Note or Mortgage or
otherwise available at law or in equity. Together with
such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a
certificate of a Servicing Officer requesting that such
pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings
are required and that the execution and delivery thereof
by the Trustee will not invalidate any insurance coverage
under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the
foreclosure or trustee's sale.
Section 3.16.Servicing and Other Compensation;
Compensating Interest.
(a) The Master Servicer, as compensation for its
activities hereunder, shall be entitled to receive on
each Distribution Date the amounts provided for by
clauses (iii), (iv) and (v) of Section 3.10(a), subject
to clause (e) below. The amount of servicing
compensation provided for in such clauses shall be
accounted for on a Mortgage Loan-by-Mortgage Loan basis.
In the event that Liquidation Proceeds, Insurance
Proceeds and REO Proceeds (net of amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of
a Cash Liquidation or REO Disposition exceed the unpaid
principal balance of such Mortgage Loan plus unpaid
interest accrued thereon (including REO Imputed Interest)
at the related Net Mortgage Rate, the Master Servicer
shall be entitled to retain therefrom and to pay to
itself and/or the related Subservicer any Servicing Fee
or Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of
prepayment charges, assumption fees, late payment
charges, investment income on amounts in the Custodial
Account or the Certificate Account or otherwise shall be
retained by the Master Servicer or the Subservicer to the
extent provided herein, subject to clause (e) below.
(c) The Master Servicer shall be required to pay, or
cause to be paid, all expenses incurred by it in
connection with its servicing activities hereunder
(including payment of premiums for the Primary Insurance
Policies, if any, to the extent such premiums are not
required to be paid by the related Mortgagors, and the
fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as
specifically provided in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing
compensation may not be transferred in whole or in part
except in connection with the transfer of all of its
responsibilities and obligations of the Master Servicer
under this Agreement.
(e) Notwithstanding any other provision herein, the
amount of servicing compensation that the Master Servicer
shall be entitled to receive for its activities hereunder
for the period ending on each Distribution Date shall be
reduced (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 and of its performance under the 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 fulfilled all of its material
obligations in all material respects throughout such
year, or, if there has been a default in the fulfillment
in all material respects of any such obligation relating
to this Agreement, specifying each such default known to
such officer and the nature and status thereof and (iii)
to the best of such officers' knowledge, each Subservicer
has fulfilled its material obligations under its
Subservicing Agreement in all material respects, or if
there has been a material default in the fulfillment of
such obligations relating to this Agreement, specifying
such default 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 is
a member of the American Institute of Certified Public
Accountants to furnish a statement to the Company and the
Trustee to the effect that such firm has examined certain
documents and records relating to the servicing of the
mortgage loans under pooling and servicing agreements
(including this Agreement) substantially similar one to
another (such statement to have attached thereto a
schedule setting forth the pooling and servicing
agreements covered thereby, including this Agreement) and
that, on the basis of such examination conducted
substantially in compliance with the Uniform Single Audit
Program for Mortgage Bankers or the Audit Program for
Mortgages serviced for FHLMC, such servicing has been
conducted in compliance with such pooling and servicing
agreements except for such significant exceptions or
errors in records that, in the opinion of such firm, the
Uniform Single Audit Program for Mortgage Bankers or the
Audit Program for Mortgages serviced for FHLMC requires
it to report. In rendering such statement, such firm may
rely, as to matters relating to direct servicing of
mortgage loans by Subservicers, upon comparable
statements for examinations conducted substantially in
compliance with the Uniform Single Audit Program for
Mortgage Bankers or the Audit Program for Mortgages
serviced for FHLMC (rendered within one year of such
statement) of Independent public accountants with respect
to the related Subservicer. For purposes of such
statement, such firm may conclusively assume that all
pooling and servicing agreements among the Company, the
Master Servicer and the Trustee relating to Mortgage
Pass-Through Certificates evidencing an interest in first
mortgage loans are substantially similar one to another
except for any such pooling and servicing agreement
which, by its terms, specifically states otherwise.
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 4.07, (iv) any
amount required to be deposited in the Certificate
Account pursuant to Section 3.16(e), (v) any amount
required to be deposited in the Certificate Account
pursuant to Section 9.01 and (vi) 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. 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.
Section 4.02. Distributions.
(a) On each Distribution Date, the Master Servicer on
behalf of the Trustee or 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 (based on the aggregate of the
Percentage Interests represented by Certificates of the
applicable Class held by such Holder) 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-5 Certificateholders) and Class R
Certificateholders on a pro rata basis based on Accrued
Certificate Interest payable thereon, Accrued Certificate
Interest on such Classes of Certificates as applicable
for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(ii) (X) to the Class A-5 Certificateholders, the
Class A-5 Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than the
Class A-5 and Class A-6 Certificateholders) and Class R
Certificateholders, in the priorities and amounts set
forth in Section 4.02(b)(ii) and (c), the sum of the
following (applied to reduce the Certificate Principal
Balances of such Class A or Class R Certificates, as
applicable):
(A) the Senior Percentage for such Distribution Date
times the sum of the following:
(1) the principal portion of
each Monthly
Payment
due during the related Due Period on each Outstanding
Mortgage Loan (other than the related Discount Fraction
of the principal portion of such payment with respect to
a Discount Mortgage Loan), whether or not received on or
prior to the related Determination Date, minus the
principal portion of any Debt Service Reduction (other
than the related Discount Fraction of the principal
portion of such Debt Service Reductions with respect to
each Discount Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any Mortgage Loan
repurchased during the related Prepayment Period (or
deemed to have been so repurchased in accordance with
Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or
4.07 and the amount of any shortfall deposited in the
Custodial Account in connection with the substitution of
a Deleted Mortgage Loan pursuant to Section 2.03 or 2.04
during the related Prepayment Period (other than the
related Discount Fraction of such Stated Principal
Balance or shortfall with respect to a Discount Mortgage
Loan); and
(3) the principal portion of all other unscheduled
collections (other than Principal Prepaymentsin Full and
Curtailments and amounts received in connection with a Cash
Liquidation or REO Disposition of a Mortgage Loan described
in Section 4.02(a)(ii)(Y)(B), including without limitation
Insurance Proceeds, Liquidation Proceeds and REO Proceeds)
received during the related Prepayment Period (or deemed to
have been so received in accordance with Section 3.07(b)) to
the extent applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section
3.14 (other than the related Discount Fraction of the
principal portion of such unscheduled, collections, with
respect to a Discount Mortgage Loan);
(B) with respect to each Mortgage Loan
for which a Cash Liquidation or a REO Disposition
occurred during the related Prepayment Period (or
was deemed to have occurred during such period in
accordance with Section 3.07(b)) and did not result
in any Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary
Losses, an amount equal to the lesser of (a) the
Senior Percentage for such Distribution Date times
the Stated Principal Balance of such Mortgage Loan
(other than the related Discount Fraction of such
Stated Principal Balance, with respect to a
Discount Mortgage Loan) and (b) the Senior
Accelerated Distribution Percentage for such
Distribution Date times the related unscheduled
collections (including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) to
the extent applied by the Master Servicer as
recoveries of principal of the related Mortgage
Loan pursuant to Section 3.14 (in each case, other
than the related Discount Fraction of the principal
portion of such unscheduled collections, with
respect to a Discount Mortgage Loan) included in
Section 4.02(b)(i)(C));
(C) the Senior Accelerated Distribution
Percentage for such Distribution Date times the
aggregate of all Principal Prepayments in Full and
Curtailments received in the related Prepayment
Period (other than the related Discount Fraction of
such Principal Prepayments in Full and
Curtailments, with respect to a Discount Mortgage
Loan);
(D) any Excess Subordinate Principal
Amount for such Distribution Date;
(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 theClass 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-5 Collection
shortfalls 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) 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-5 Collection Shortfalls
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)
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-5 Collection
Shortfalls remaining unpaid for all previous
Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections
4.02(a)(ix), (xiii) 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-5 Collection
Shortfalls remaining unpaid for all previous
Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections
4.02(a)(xiii) 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-5 Collection
Shortfalls remaining unpaid for all previous
Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections
4.02(a)(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, 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;
(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-5 Collection
Shortfalls remaining unpaid for all previous
Distribution Date, applied in reduction of the
Certificate Principal Balance of the Class B-3
Certificates;
(xvi) to the Class A Certificateholders (other
than the Class A-5 and Class A-6
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 sum of
the outstanding Certificate Principal Balances of
the Class A Certificates (other than the Class A-5
and Class A-6 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 (other
than the Class A-5 and Class A-6 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 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 thereof; and
(xvii) to the Class R Certificateholders, the
balance, if any, of the Available Distribution
Amount.
Notwithstanding the foregoing, on any
Distribution Date, with respect to the Class of Class B
Certificates outstanding on such Distribution Date with
the highest numerical designation, or in the event the
Class B Certificates are no longer outstanding, the Class
of Class M Certificates then outstanding with the highest
numerical designation, or in the event the Class B
Certificates and Class M Certificates are no longer
outstanding, the Class A and Class R Certificates,
Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date will be distributable
only to the extent that such unpaid Accrued Certificate
Interest was attributable to interest shortfalls relating
to Nonrecoverable Advances as determined by the Master
Servicer with respect to the related Mortgage Loan where
such Mortgage Loan has not yet been the subject of a Cash
Liquidation or REO Disposition.
(b) Distributions of principal
on the Class
A
Certificates (other than the Class A-6 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-5 Certificates,
until the Certificate Principal Balance thereof
is
reduced to zero, an amount (the "Class A-5
Principal Distribution Amount") equal to the
aggregate of:
(a) the related DiscountFraction 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 Final Disposition
of a Discount Mortgage Loan that did not
result in any Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy
Losses or Extraordinary Losses, an amount equal
to the lesser of (1) the applicable Discount
Fraction of the Stated Principal Balance
of such Discount Mortgage Loan immediately
prior to such Distribution Date and (2) the
aggregate amount of the collections on
such 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-5 Collection
shortfalls for such Distribution Date and
the amount of any Class A-5 Collections
Shortfalls remaining unpaid for all previous
Distribution Dates, but only to the extent of the
Eligible Funds for such Distribution Date;
(ii) second, the balance, if any, of the
Senior Principal Distribution Amount shall be
distributed as follows:
(A) first, to the Class R Certificates, until
the Certificate Principal Balance thereof
has been reduced to zero;
(B) second, to the Class A-1 Certificates
until the Certificate Principal Balance
thereof has been reduced to zero;
(C) third, to the Class A-2 Certificates
until the Certificate Principal Balance
thereof has been reduced to zero;
(D) fourth, to the Class A-3 Certificate
until the Certificate Principal Balance
thereof has been reduced to zero; and
(E) fifth, to the Class A-4 Certificates
until the Certificate Principal Balance
thereof has been reduced to zero.
(c) On or after the occurrence of the Credit
Support Depletion Date, all priorities relating to
distributions as described above in respect of principal
among the Class A Certificates and Class R Certificates
will be disregarded and an amount equal to the Discount
Fraction of the principal portion of scheduled payments
and unscheduled collections received or advanced in
respect of Discount Mortgage Loans will be distributed to
the Class A-5 Certificates, and the Senior Principal
Distribution Amount will be distributed to the Class A
Certificates (other than the Class A-5 Certificates) and
Class R Certificates pro rata in accordance with their
respective outstanding Certificate Principal Balances.
(d) In addition to the foregoing distributions,
with respect to any Mortgage Loan that was previously the
subject of a Cash Liquidation or an REO Disposition that
resulted in a Realized Loss, in the event that within two
years of the date on which such Realized Loss was
determined to have occurred the Master Servicer receives
amounts, which the Master Servicer reasonably believes to
represent subsequent recoveries (net of any related
liquidation expenses), or determines that it holds
surplus amounts previously reserved to cover estimated
expenses, specifically related to such Mortgage Loan
(including, but not limited to, recoveries in respect of
the representations and warranties made by the related
Seller pursuant to the applicable Seller's Agreement),
the Master Servicer shall distribute such amounts to the
applicable Certificateholders of the Class or Classes to
which such Realized Loss was allocated (with the amounts
to be distributed allocated among such Classes in the
same proportions as such Realized Loss was allocated),
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
guaranty, payment obligation, irrevocable letter of
credit, surety bond, insurance policy or similar
instrument or a reserve fund, or a combination thereof.
Any amount to be so distributed 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, on a pro rata basis based on the Percentage
Interest represented by each Certificate of such Class as
of such Record Date. 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.
(e) 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.
(f) 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 do not surrender their
Certificates for final cancellation, the Trustee shall
cause such funds 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, the Company and the Underwriters a
statement setting forth the following information as to
each Class of Certificates to the extent applicable:
(i) (a) the amount of such distribution to
the Certificateholders of such Class applied to
reduce the Certificate Principal Balance
thereof,
and (b) the aggregate amount included therein
representing Principal Prepayments;
(ii) the amount of such distribution to the
Certificateholders of such Class allocable to
interest;
(iii) if the distribution to the
Certificateholders of such Class is less than
the
full amount that would be distributable to such
Certificateholders if there were sufficient
funds
available therefor, the amount of the
shortfall;
(iv) the amount of any
Advance by the Master
Servicer pursuant to Section 4.04;
(v) the number and Pool
Stated Principal
Balance of the Mortgage Loans after giving effect
to the distribution of principal on such
Distribution Date;
(vi) the aggregate
Certificate Principal
Balance of each Class of Certificates, and each of
the Senior, Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2 and Class B-3 Percentages, after
giving effect to the amounts distributed on such
Distribution Date, separately identifying any
reduction thereof due to Realized Losses other than
pursuant to an actual distribution of principal;
(vii) the related
Subordinate Principal
Distribution Amount and Prepayment Distribution
Percentage, if applicable;
(viii) on the basis of the
most recent reports
furnished to it by Subservicers, the number and
aggregate principal balances of Mortgage Loans that
are delinquent (A) one month, (B) two months and
(C) three months and the number and aggregate
principal balance of Mortgage Loans that are in
foreclosure;
(ix) the number, aggregate
principal balance
and book value of any REO Properties;
(x) the aggregate Accrued
Certificate
Interest remaining unpaid, if any, for each Class
of Certificates, after giving effect to the
distribution made on such Distribution Date;
(xi) the Special Hazard
Amount, Fraud Loss
Amount and Bankruptcy Amount as of the close of
business on such Distribution Date and a
description of any change in the calculation of
such amounts;
(xii) the Pass-Through Rate
on the Class A-6
Certificates for such Distribution Date;
(xiii) the occurrence of the
Credit Support
Depletion Date;
(xiv) the Senior Accelerated
Distribution
Percentage applicable to such distribution;
(xv) the Senior Percentage
for such
Distribution Date;
(xvi) the aggregate amount
of Realized Losses
for such Distribution Date;
(xvii) the aggregate amount
of any recoveries on
previously foreclosed loans from Sellers due to a
breach of representation or warranty;
(xviii) the weighted average
remaining term to
maturity of the Mortgage Loans after giving effect
to the amounts distributed on such Distribution
Date; and
(xix) 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 the Trustee 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 and Trustee shall be deemed to have
been satisfied to the extent that substantially
comparable information shall be provided by the Master
Servicer and Trustee 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 the Trustee 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 and Trustee shall be deemed to have
been satisfied to the extent that substantially
comparable information shall be provided by the Master
Servicer and Trustee 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 Debt
Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the
Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations then in
effect, on the Outstanding Mortgage Loans as of the
related Due Date, which Monthly Payments were delinquent
as of the close of business as of the related
Determination Date; provided that no Advance shall be
made if it would be a Nonrecoverable Advance, (ii)
withdraw from amounts on deposit in the Custodial Account
and deposit in the Certificate Account all or a portion
of the Amount Held for Future Distribution in discharge
of any such Advance, or (iii) make advances in the form
of any combination of (i) and (ii) aggregating the amount
of such Advance. Any portion of the Amount Held for
Future Distribution so used shall be replaced by the
Master Servicer by deposit in the Certificate Account on
or before 11:00 A.M. New York time on any future
Certificate Account Deposit Date to the extent that funds
attributable to the Mortgage Loans that are available in
the Custodial Account for deposit in the Certificate
Account on such Certificate Account Deposit Date shall be
less than payments to Certificateholders required to be
made on the following Distribution Date. The Master
Servicer shall be entitled to use any Advance made by a
Subservicer as described in Section 3.07(b) that has been
deposited in the Custodial Account on or before such
Distribution Date as part of the Advance made by the
Master Servicer pursuant to this Section 4.04. The
amount of any reimbursement pursuant to Section
4.02(a)(iii) in respect of outstanding Advances on any
Distribution Date shall be allocated to specific Monthly
Payments due but delinquent for previous Due Periods,
which allocation shall be made, to the extent
practicable, to Monthly Payments which have been
delinquent for the longest period of time. Such
allocations shall be conclusive for purposes of
reimbursement to the Master Servicer from recoveries on
related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer
that
it has made a Nonrecoverable Advance or that any proposed
Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certificate of a
Servicing Officer delivered to the Seller and the
Trustee.
In the event that the Master Servicer
determines as of the Business Day preceding any
Certificate Account Deposit Date that it will be unable
to deposit in the Certificate Account an amount equal to
the Advance required to be made for the immediately
succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be
given by telecopy), not later than 3:00 P.M., New York
time, on such Business Day, specifying the portion of
such amount that it will be unable to deposit. Not later
than 3:00 P.M., New York time, on the Certificate Account
Deposit Date the Trustee shall, unless by 12:00 Noon, New
York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master
Servicer shall have directly or indirectly deposited in
the Certificate Account such portion of the amount of the
Advance as to which the Master Servicer shall have given
notice pursuant to the preceding sentence, pursuant to
Section 7.01, (a) terminate all of the rights and
obligations of the Master Servicer under this Agreement
in accordance with Section 7.01 and (b) assume the rights
and obligations of the Master Servicer hereunder,
including the obligation to deposit in the Certificate
Account an amount equal to the Advance for the
immediately succeeding Distribution Date.
The Trustee shall deposit all funds it
receives
pursuant to this Section 4.04 into the Certificate
Account.
Section 4.05.
Allocation of Realized Losses.
Prior to each Distribution Date, the
Master
Servicer shall determine the total amount of Realized
Losses, if any, that resulted from any Cash Liquidation,
Debt Service Reduction, Deficient Valuation or REO
Disposition that occurred during the related Prepayment
Period. The amount of each Realized Loss shall be
evidenced by an Officers' Certificate. All Realized
Losses, other than Excess Special Hazard Losses, Excess
Bankruptcy Losses, Excess Fraud Losses or Extraordinary
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-5 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-5 Certificates) and Class R Certificates on a pro
rata basis, as described below. Any Excess Special
Hazard Losses, Excess Bankruptcy Losses, Excess Fraud
Losses and Extraordinary Losses on Non-Discount Mortgage
Loans will be allocated among the Class A Certificates
(other than the Class A-5 Certificates) and Class M,
Class B and Class R Certificates on a pro rata basis, as
described below. The principal portion of such losses on
Discount Mortgage Loans will be allocated to the Class A-
5 Certificates in an amount equal to the related Discount
Fraction thereof, and the remainder of such losses on
Discount Mortgage Loans will be allocated among the Class
A Certificates (other than the Class A-5 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 (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 of Class B Certificates then outstanding with
the highest numerical designation or, after the
Certificate Principal Balances of the Class B
Certificates have been reduced to zero, to the Class of
Class M Certificates then outstanding with the highest
numerical designation shall be made by operation of the
definition of "Certificate Principal Balance" and by
operation of the provisions of Section 4.02(a).
Allocations of the interest portions of Realized Losses
shall be made by operation of the definition of "Accrued
Certificate Interest" and by operation of the provisions
of Section 4.02(a). Allocations of the principal portion
of Debt Service Reductions shall be made by operation of
the provisions of Section 4.02(a). All Realized Losses
and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of
such Class in proportion to the Percentage Interests
evidenced thereby.
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 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 Loan, and all such security and documents, free
of any further obligation to the Trustee or the
Certificateholders with respect thereto.
Section 4.08. Distributions on the
Uncertificated REMIC Regular Interests.
(a) On each Distribution
Date, the Trustee
shall be deemed to distribute to itself, as the holder of
the Uncertificated REMIC Regular Interests,
Uncertificated Accrued Interest on the Uncertificated
REMIC Regular Interests for such Distribution Date, plus
any Uncertificated Accrued Interest thereon remaining
unpaid from any previous Distribution Date.
(b) In determining from
time to time the
Uncertificated REMIC Regular Interest Distribution
Amounts, Realized Losses allocated to the Class A-6
Certificates under Section 4.05 shall be deemed allocated
to Uncertificated REMIC Regular Interests on a pro rata
basis based on the Uncertificated Accrued Interest for
the related Distribution Date.
(c) On each Distribution
Date, the Trustee
shall be deemed to distribute from the Trust Fund, in the
priority set forth in Sections 4.02(a), to the Class A-6
Certificates, the amounts distributable thereon from the
Uncertificated REMIC Regular Interest Distribution
Amounts deemed to have been received by the Trustee from
the Trust Fund under this Section 4.08. The amount
deemed distributable hereunder with respect to the Class
A-6 Certificates shall equal 100% of the amounts payable
with respect to the Uncertificated REMIC Regular
Interests.
(d) Notwithstanding the
deemed distributions
on the Uncertificated REMIC Regular Interests described
in this Section 4.07, distributions of funds from the
Certificate Account shall be made only in accordance with
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 A-6 and Class R Certificates, shall be issuable
in minimum dollar denominations of $25,000 (or $250,000
in the case of the Class M-2, Class M-3 and Class B
Certificates) and integral multiples of $1 (or $1,000 in
the case of the Class A-5, Class M-1, Class M-2 and Class
M-3 Certificates) in excess thereof, except that one
Certificate of the Class A-5 and Class B-3 Certificates
may be issued in a denomination equal to the denomination
set forth as follows for such Class or the sum of such
denomination and an integral multiple of $1,000:
Class A-5: $485.04
Class B-3: $575.59
he Class A-6 and Class R Certificates
shall be
issuable in minimum denominations of not less than a 20%
Percentage Interest; provided, however, that one Class R
Certificate will be issuable to Residential Funding as
"tax matters person" pursuant to Section 10.01(c) in a
minimum denomination representing a Percentage Interest
of not less than 0.01%.
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-1, Class
A-2, Class A-3 and
Class A-4 Certificates shall initially be issued as one
or more Certificates registered in the name of the
Depository or its nominee and, except as provided below,
registration of such Certificates may not be transferred
by the Trustee except to another Depository that agrees
to hold such Certificates for the respective Certificate
Owners with Ownership Interests therein. The Certificate
Owners shall hold their respective Ownership Interests in
and to the Class A-1, Class A-2, Class A-3 and Class A-4
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. Such Definitive
Certificates will be issued in minimum denominations of
$25,000, except that any beneficial ownership interest
that was represented by a Book-Entry Certificate in an
amount less than $25,000 immediately prior to the
issuance of a Definitive Certificate shall be issued in
a minimum denomination equal to the amount represented by
such beneficial ownership interest. 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.
Section 5.02. Registration of Transfer and
Exchange of Certificates.
(a) The Trustee shall
cause to be kept at one
of the offices or agencies to be appointed by the Trustee
in accordance with the provisions of Section 8.12 a
Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall
provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein
provided. The Trustee is initially appointed Certificate
Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein
provided. The Certificate Registrar, or the Trustee,
shall provide the Master Servicer with a certified list
of Certificateholders as of each Record Date prior to the
related Determination Date.
(b) Upon surrender for
registration of
transfer of any Certificate at any office or agency of
the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class M, Class B or
Class R Certificate, upon satisfaction of the conditions
set forth below, the Trustee shall execute and the
Certificate Registrar shall authenticate and deliver, in
the name of the designated transferee or transferees, one
or more new Certificates of a like Class and aggregate
Percentage Interest.
(c) At the option of the
Certificateholders,
Certificates may be exchanged for other Certificates of
authorized denominations of a like Class and aggregate
Percentage Interest, upon surrender of the Certificates
to be exchanged at any such office or agency. Whenever
any Certificates are so surrendered for exchange the
Trustee shall execute and the Certificate Registrar shall
authenticate and deliver the Certificates of such Class
which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or
surrendered for transfer or exchange shall (if so
required by the Trustee or the Certificate Registrar) be
duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by,
the Holder thereof or his attorney duly authorized in
writing.
(d) No transfer, sale, pledge or other
disposition of a Class B Certificate shall be made unless
such transfer, sale, pledge or other disposition is
exempt from the registration requirements of the
Securities Act of 1933, as amended, and any applicable
state securities laws or is made in accordance with said
Act and laws. Except as otherwise provided in this
Section 5.02(d), in the event that a transfer of a Class
B Certificate is to be made (i) unless the Company
directs the Trustee otherwise, 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 (ii) 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. In lieu of the requirements set
forth in the preceding sentence, transfers of Class B
Certificates may be made in accordance with this Section
5.02(d) if the prospective transferee of such a
Certificate provides the Trustee and the Master Servicer
with an investment letter substantially in the form of
Exhibit L attached hereto, 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 (i) 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
(ii) is aware that the proposed transferror intends to
rely on the exemption from registration requirements
under the 1933 Act provided by Rule 144A. The Holder of
a Class B Certificate desiring to effect any 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 and this
Agreement.
(e) In the case of any
Class M, Class B or
Class R Certificate presented for registration in the
name of 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 Code (or comparable
provisions of any subsequent enactments), an investment
manager, a named fiduciary or a trustee of any such plan
or any other Person who is using "plan assets" of any
plan to effect such acquisition, unless otherwise
directed by the Company, 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 a 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 ERISA or Section 4975 of the Code, and
will not subject the Trustee, the Company or the Master
Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of
the Code) in addition to those undertaken in this
Agreement or any other liability, which Opinion of
Counsel shall not be an expense of the Trustee, the
Company or the Master Servicer. The Trustee may require
that any prospective transferee of a Class M, Class B or
Class R Certificate provide such 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, an investment manager, a named fiduciary or a
trustee of any such plan, or any other Person 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 United States Person and 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 United States Person or 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(c)(5) of the Code) are prohibited.
(iii)
(A) If any "Disqualified
Organization" (as defined in Section 860E(c)(5) of the
Code) 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) 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 United States Person and a Permitted
Transferee.
(h) No service charge
shall be made for any
transfer or exchange of Certificates of any Class, but
the Trustee may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of
Certificates.
(i) All Certificates
surrendered for transfer
and exchange shall be destroyed by the Certificate
Registrar.
Section 5.03. Mutilated, Destroyed, Lost or
Stolen Certificates.
If (i) any mutilated Certificate is
surrendered
to the Certificate Registrar, or the Trustee and the
Certificate Registrar receive evidence to their
satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee
and the Certificate Registrar such security or indemnity
as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the
Certificate Registrar that such Certificate has been
acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate
and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor, Class and Percentage Interest
but bearing a number not contemporaneously outstanding.
Upon the issuance of any new Certificate under this
Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee
and the Certificate Registrar) connected therewith. Any
duplicate Certificate issued pursuant to this Section
shall constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate
shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for
registration of transfer, the Company, the Master
Servicer, the Trustee, the Certificate Registrar and any
agent of the Company, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose
name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes
whatsoever, and neither the Company, the Master Servicer,
the Trustee, the Certificate Registrar nor any agent of
the Company, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the
contrary except as provided in Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for
the
purpose of making distributions to 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 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
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 Certificateholders in trust for the benefit of
the Certificateholders entitled thereto until such sums
shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible
Accounts to the extent such sums are not distributed to
the Certificateholders on the date of receipt by such
Paying Agent.
Section 5.06. Optional Purchase of
Certificates.
(a) On any Distribution
Date on which the Pool
Stated Principal Balance is less than ten percent of the
Cut-off Date Principal Balance of the Mortgage Loans,
either the Master Servicer or the Company shall have the
right, at its option, to purchase the Certificates in
whole, but not in part, at a price equal to the
outstanding Certificate Principal Balance of such
Certificates plus the sum of one month's Accrued
Certificate Interest thereon and any previously unpaid
Accrued Certificate Interest.
(b) The Master Servicer
or the Company, as
applicable, shall give the Trustee not less than 60 days'
prior notice of the Distribution Date on which the Master
Servicer or the Company, as applicable, anticipates that
it will purchase the Certificates pursuant to Section
5.06(a). Notice of any such purchase, specifying the
Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in
accordance with this Section 5.06, shall be given
promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy
to the Certificate Registrar and each Rating Agency)
mailed not earlier than the 15th day and not later than
the 25th day of the month next preceding the month of
such final distribution, specifying:
(i) the Distribution Date upon which
purchase of the Certificates is anticipated to
be
made upon presentation and surrender of such
Certificates at the office or agency of the
Trustee
therein designated,
(ii) the purchase price therefor, if
known, and
(iii) that the Record Date otherwise
applicable to such Distribution Date is not
applicable, payments being made only upon
presentation and surrender of the Certificates
at
the office or agency of the Trustee therein
specified.
If either the Master Servicer or the Company gives the
notice specified above, the Master Servicer or the
Company, as applicable, shall deposit in the Certificate
Account before the Distribution Date on which the
purchase pursuant to Section 5.06(a) is to be made, in
immediately available funds, an amount equal to the
purchase price for the Certificates computed as provided
above.
(c) Upon presentation and
surrender of the
Certificates to be purchased pursuant to Section 5.06(a)
by the Holders thereof, the Trustee shall distribute to
such Holders an amount equal to the outstanding
Certificate Principal Balance thereof plus the sum of one
month's Accrued Certificate Interest thereon and any
previously unpaid Accrued Certificate Interest with
respect thereto.
(d) In the event that any
Certificateholders
do not surrender their Certificates on or before the
Distribution Date on which a purchase pursuant to this
Section 5.06 is to be made, the Trustee shall on such
date cause all funds in the Certificate Account deposited
therein by the Master Servicer or the Company, as
applicable, pursuant to Section 5.06(b) to be withdrawn
therefrom and deposited in a separate escrow account for
the benefit of such Certificateholders, and the Master
Servicer or the Company, as applicable, shall give a
second written notice to such Certificateholders to
surrender their Certificates for payment of the purchase
price therefor. If within six months after the second
notice any Certificate shall not have been surrendered
for cancellation, the Trustee shall take appropriate
steps as directed by the Master Servicer or the Company,
as applicable, to contact the Holders of such
Certificates concerning surrender of their Certificates.
The costs and expenses of maintaining the escrow account
and of contacting Certificateholders shall be paid out of
the assets which remain in the escrow account. If within
nine months after the second notice any Certificates
shall not have been surrendered for cancellation in
accordance with this Section 5.06, the Trustee shall pay
to the Master Servicer or the Company, as applicable, all
amounts distributable to the Holders thereof and the
Master Servicer or the Company, as applicable, shall
thereafter hold such amounts until distributed to such
Holders. No interest shall accrue or be payable to any
Certificateholder on any amount held in the escrow
account or by the Master Servicer or the Company, as
applicable, as a result of such Certificateholder's
failure to surrender its Certificate(s) for payment in
accordance with this Section 5.06. Any Certificate that
is not surrendered on the Distribution Date on which a
purchase pursuant to this Section 5.06 occurs as provided
above will be deemed to have been purchased and the
Holder as of such date will have no rights with respect
thereto except to receive the purchase price therefor
minus any costs and expenses associated with such escrow
account and notices allocated thereto. Any Certificates
so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder.
The Master Servicer or the Company, as applicable, shall
be for all purposes the Holder thereof as of such date.
ARTICLE 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
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, as
to such Class, Percentage Interests aggregating
not
less than 25%; or
(iii) a decree or order of a court or
agency or supervisory authority having
jurisdiction
in the premises in an involuntary case under
any
present or future federal or state bankruptcy,
insolvency or similar law or appointing a
conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling
of
assets and liabilities or similar proceedings,
or
for the winding-up or liquidation of its
affairs,
shall have been entered against the Master
Servicer
and such decree or order shall have remained in
force undischarged or unstayed for a period of
60
days; or
(iv) the Master Servicer
shall consent to the
appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of
debt,
marshalling of assets and liabilities, or
similar
proceedings of, or relating to, the Master
Servicer
or of, or relating to, all or substantially all
of
the property of the Master Servicer; or
(v) the Master Servicer
shall admit in
writing its inability to pay its debts
generally as
they become due, file a petition to take
advantage
of, or commence a voluntary case under, any
applicable insolvency or reorganization
statute,
make an assignment for the benefit of its
creditors, or voluntarily suspend payment of
its
obligations; or
(vi) the Master Servicer
shall notify the
Trustee pursuant to Section 4.04(b) that it is
unable to deposit in the Certificate Account an
amount equal to the Advance.
If an Event of Default described in
clauses
(i)-(v) of this Section shall occur, then, and in each
and every such case, so long as such Event of Default
shall not have been remedied, either the Company or the
Trustee may, and at the direction of Holders of
Certificates entitled to at least 51% of the Voting
Rights, the Trustee shall, by notice in writing to the
Master Servicer (and to the Company if given by the
Trustee or to the Trustee if given by the Company),
terminate all of the rights and obligations of the Master
Servicer under this Agreement and in and to the Mortgage
Loans and the proceeds thereof, other than its rights as
a Certificateholder hereunder. If an Event of Default
described in clause (vi) hereof shall occur, the Trustee
shall, by notice to the Master Servicer and the Company,
immediately terminate all of the rights and obligations
of the Master Servicer under this Agreement and in and to
the Mortgage Loans and the proceeds thereof, other than
its rights as a Certificateholder hereunder as provided
in Section 4.04(b). On or after the receipt by the
Master Servicer of such written notice, all authority and
power of the Master Servicer under this Agreement,
whether with respect to the Certificates (other than as
a Holder thereof) or the Mortgage Loans or otherwise,
shall subject to Section 7.02 pass to and be vested in
the Trustee or the Trustee's designee appointed pursuant
to Section 7.02; and, without limitation, the Trustee is
hereby authorized and empowered to execute and deliver,
on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer
and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the
termination of the Master Servicer's responsibilities and
rights hereunder, including, without limitation, the
transfer to the Trustee or its designee for
administration by it of all cash amounts which shall at
the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with
respect to the Mortgage Loans. No such termination shall
release the Master Servicer for any liability that it
would otherwise have hereunder for any act or omission
prior to the effective time of such termination.
Notwithstanding any termination of the
activities of Residential Funding in its capacity as
Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a
Monthly Payment on a Mortgage Loan which was due prior to
the notice terminating Residential Funding's rights and
obligations as Master Servicer hereunder and received
after such notice, that portion to which Residential
Funding would have been entitled pursuant to Sections
3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee
in respect thereof, and any other amounts payable to
Residential Funding hereunder the entitlement to which
arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding
as Master Servicer hereunder the Company shall deliver to
the Trustee a copy of the Program Guide.
Section 7.02. Trustee or Company to Act;
Appointment of Successor.
On and after the time the Master Servicer
receives a notice of termination pursuant to Section 7.01
or resigns in accordance with Section 6.04, the Trustee
or, upon notice to the Company and with the Company's
consent (which shall not be unreasonably withheld) a
designee (which meets the standards set forth below) of
the Trustee, shall be the successor in all respects to
the Master Servicer in its capacity as servicer under
this Agreement and the transactions set forth or provided
for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto
placed on the Master Servicer (except for the
responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify
related Subservicers or Sellers as set forth in such
Sections, and its obligations to deposit amounts in
respect of losses incurred prior to such notice or
termination on the investment of funds in the Custodial
Account or the Certificate Account pursuant to Sections
3.07(c) and 4.01(b) by the terms and provisions hereof);
provided, however, that any failure to perform such
duties or responsibilities caused by the preceding Master
Servicer's failure to provide information required by
Section 4.04 shall not be considered a default by the
Trustee hereunder. As compensation therefor, the Trustee
shall be entitled to all funds relating to the Mortgage
Loans which the Master Servicer would have been entitled
to charge to the Custodial Account or the Certificate
Account if the Master Servicer had continued to act
hereunder and, in addition, shall be entitled to the
income from any Permitted Investments made with amounts
attributable to the Mortgage Loans held in the Custodial
Account or the Certificate Account. If the Trustee has
become the successor to the Master Servicer in accordance
with Section 6.04 or Section 7.01, then notwithstanding
the above, the Trustee may, if it shall be unwilling to
so act, or shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint,
any established housing and home finance institution,
which is also a FNMA- or FHLMC-approved mortgage
servicing institution, having a net worth of not less
than $10,000,000 as the successor to the Master Servicer
hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master
Servicer hereunder. Pending appointment of a successor
to the Master Servicer hereunder, the Trustee shall
become successor to the Master Servicer and shall act in
such capacity as hereinabove provided. In connection
with such appointment and assumption, the Trustee may
make such arrangements for the compensation of such
successor out of payments on Mortgage Loans as it and
such successor shall agree; provided, however, that no
such compensation shall be in excess of that permitted
the initial Master Servicer hereunder. The Company, the
Trustee, the Custodian and such successor shall take such
action, consistent with this Agreement, as shall be
necessary to effectuate any such succession. The
Servicing Fee for any successor Master Servicer appointed
pursuant to this Section 7.02 will be lowered with
respect to those Mortgage Loans, if any, where the
Subservicing Fee accrues at a rate of less than 0.20% per
annum in the event that the successor Master Servicer is
not servicing such Mortgage Loans directly and it is
necessary to raise the related Subservicing Fee to a rate
of 0.20% per annum in order to hire a Subservicer with
respect to such Mortgage Loans.
Section 7.03. Notification to Certificateholders.
(a) Upon any such
termination or appointment
of a successor to the Master Servicer, the Trustee shall
give prompt written notice thereof to 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 of Certificates 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 of
Certificates 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 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 provided that the Trustee shall
remain
liable for any acts of such 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 it shall
have obtained or been furnished with an Opinion of
Counsel to the effect that such contribution will not (i)
cause the Trust Fund to fail to qualify as a REMIC at any
time that any Certificates are outstanding or (ii) cause
the Trust Fund to be subject to any federal tax as a
result of such contribution (including the imposition of
any federal tax on "prohibited transactions" imposed
under Section 860F(a) of the Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage
Loans.
The recitals contained herein and in the
Certificates (other than the execution of the
Certificates and relating to the acceptance and receipt
of the Mortgage Loans) shall be taken as the statements
of the Company or the Master Servicer as the case may be,
and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to
the validity or sufficiency of this Agreement or of the
Certificates (except that the Certificates shall be duly
and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related
document. Except as otherwise provided herein, the
Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any
of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds
paid to the Company or the Master Servicer in respect of
the Mortgage Loans or deposited in or withdrawn from the
Custodial Account or the Certificate Account by the
Company or the Master Servicer.
Section 8.04.
Trustee May Own Certificates.
The Trustee in its individual or any other
capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not
Trustee.
Section 8.05.
Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer
covenants and agrees
to pay to the Trustee and any co-trustee from time to
time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be
limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all
services rendered by each of them in the execution of the
trusts hereby created and in the exercise and performance
of any of the powers and duties hereunder of the Trustee
and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for
all reasonable expenses, disbursements and advances
incurred or made by the Trustee or any co-trustee in
accordance with any of the provisions of this Agreement
(including the reasonable compensation and the expenses
and disbursements of its counsel and of all persons not
regularly in its employ, and the expenses incurred by the
Trustee or any co-trustee in connection with the
appointment of an office or agency pursuant to Section
8.12) except any such expense, disbursement or advance as
may arise from its negligence or bad faith.
(b) The Master Servicer
agrees to indemnify
the Trustee for, and to hold the Trustee harmless
against, any loss, liability or expense incurred without
negligence or willful misconduct on its part, arising out
of, or in connection with, the acceptance and
administration of the Trust Fund, including the costs and
expenses (including reasonable legal fees and expenses)
of defending itself against any claim in connection with
the exercise or performance of any of its powers or
duties under this Agreement, provided that:
(i)
with respect to any such claim, the
Trustee shall have given the Master Servicer
written notice thereof promptly after the
Trustee
shall have actual knowledge thereof;
(ii)
while maintaining control over its
own defense, the Trustee shall cooperate and
consult fully with the Master Servicer in
preparing
such defense; and
(iii)
notwithstanding anything in
this Agreement to the contrary, the Master
Servicer
shall not be liable for settlement of any claim
by
the Trustee entered into without the prior
consent
of the Master Servicer which consent shall not
be
unreasonably withheld.
No termination of this Agreement shall affect the
obligations created by this Section 8.05(b) of the
Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the
indemnification provided by the Master Servicer in this
Section 8.05(b) shall not pertain to any loss, liability
or expense of the Trustee, including the costs and
expenses of defending itself against any claim, incurred
in connection with any actions taken by the Trustee at
the direction of 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
Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its
Paying Agent (other than the Master Servicer or the
Company) for distribution or (ii) to otherwise observe or
perform in any material respect any of its covenants,
agreements or obligations hereunder, and such failure
shall continue unremedied for a period of 5 days (in
respect of clause (i) above) or 30 days (in respect of
clause (ii) above) after the date on which written notice
of such failure, requiring that the same be remedied,
shall have been given to the Trustee by the Company, then
the Company may remove the Trustee and appoint a
successor trustee by written instrument delivered as
provided in the preceding sentence. In connection with
the appointment of a successor trustee pursuant to the
preceding sentence, the Company shall, on or before the
date on which any such appointment becomes effective,
obtain from each Rating Agency written confirmation that
the appointment of any such successor trustee will not
result in the reduction of the ratings on any class of
the Certificates below the lesser of the then current or
original ratings on such Certificates.
(c) The Holders of
Certificates entitled to at
least 51% of the Voting Rights may at any time remove the
Trustee and appoint a successor trustee by written
instrument or instruments, in triplicate, signed by such
Holders or their attorneys-in-fact duly authorized, one
complete set of which instruments shall be delivered to
the Company, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d) Any resignation or
removal of the Trustee
and appointment of a successor trustee pursuant to any of
the provisions of this Section shall become effective
upon acceptance of appointment by the successor trustee
as provided in Section 8.08.
Section 8.08.
Successor Trustee.
(a) Any successor trustee
appointed as
provided in Section 8.07 shall execute, acknowledge and
deliver to the Company and to its predecessor trustee an
instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor
trustee shall become effective and such successor trustee
shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like
effect as if originally named as trustee herein. The
predecessor trustee shall deliver to the successor
trustee all Mortgage Files and related documents and
statements held by it hereunder (other than any Mortgage
Files at the time held by a Custodian, which shall become
the agent of any successor trustee hereunder), and the
Company, the Master Servicer and the predecessor trustee
shall execute and deliver such instruments and do such
other things as may reasonably be required for more fully
and certainly vesting and confirming in the successor
trustee all such rights, powers, duties and obligations.
(b) No successor trustee
shall accept
appointment as provided in this Section unless at the
time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of
appointment by a
successor trustee as provided in this Section, the
Company shall mail notice of the succession of such
trustee hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register. If the
Company fails to mail such notice within 10 days after
acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at
the expense of the Company.
Section 8.09.
Merger or Consolidation of Trustee.
Any corporation or national banking
association
into which the Trustee may be merged or converted or with
which it may be consolidated or any corporation or
national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be
a party, or any corporation or national banking
association succeeding to the business of the Trustee,
shall be the successor of the Trustee hereunder, provided
such corporation or national banking association shall be
eligible under the provisions of Section 8.06, without
the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein
to the contrary notwithstanding. The Trustee shall mail
notice of any such merger or consolidation to the
Certificateholders at their address as shown in the
Certificate Register.
Section 8.10.
Appointment of Co-Trustee or
Separate Trustee.
(a) Notwithstanding any
other provisions
hereof, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the
Trust Fund or property securing the same may at the time
be located, the Master Servicer and the Trustee acting
jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-
trustees, jointly with the Trustee, or separate trustee
or separate trustees, of all or any part of the Trust
Fund, and to vest in such Person or Persons, in such
capacity, such title to the Trust Fund, or any part
thereof, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights
and trusts as the Master Servicer and the Trustee may
consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days
after the receipt by it of a request so to do, or in case
an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to
make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the
appointment of co-trustee(s) or separate trustee(s) shall
be required under Section 8.08 hereof.
(b) In the case of any
appointment of a co-
trustee or separate trustee pursuant to this Section 8.10
all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee, and such
separate trustee or co-trustee jointly, except to the
extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether
as Trustee hereunder or as successor to the Master
Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion
thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee at the
direction of the Trustee.
(c) Any notice, request
or other writing given
to the Trustee shall be deemed to have been given to each
of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every
instrument appointing any separate trustee or co-trustee
shall refer to this Agreement and the conditions of this
Article 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 Albany Street, New York, New York 10006 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, (net of any unreimbursed
Advances attributable to principal) on the day
of
repurchase plus accrued interest thereon at the
Net
Mortgage Rate to, but not including, the first
day
of the month in which such repurchase price is
distributed, provided, however, that in no
event
shall the trust created hereby continue beyond
the
expiration of 21 years from the death of the
last
survivor of the descendants of Joseph P.
Kennedy,
the late ambassador of the United States to the
Court of St. James, living on the date hereof
and
provided further that the purchase price set
forth
above shall be increased as is necessary, as
determined by the Master Servicer, to avoid
disqualification of the Trust Fund as a REMIC.
The right of the Master Servicer or the
Company
to purchase all the assets of the Trust Fund pursuant to
clause (ii) above is conditioned upon the Pool Stated
Principal Balance as of the Final Distribution Date being
less than ten percent of the Cut-off Date Principal
Balance of the Mortgage Loans. If such right is
exercised by the Master Servicer, the Master Servicer
shall be deemed to have been reimbursed for the full
amount of any unreimbursed Advances theretofore made by
it with respect to the Mortgage Loans. In addition, the
Master Servicer or the Company, as applicable, shall
provide to the Trustee the certification required by
Section 3.15 and the Trustee and any Custodian shall,
promptly following payment of the purchase price, release
to the Master Servicer or the Company, as applicable, the
Mortgage Files pertaining to the Mortgage Loans being
purchased.
(b) The Master Servicer
or, in the case of a
final distribution as a result of the exercise by the
Company of its right to purchase the assets of the Trust
Fund, the Company shall give the Trustee not less than 60
days' prior notice of the Distribution Date on which the
Master Servicer or the Company, as applicable,
anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise
by the Master Servicer or the Company of its right to
purchase the assets of the Trust Fund or otherwise).
Notice of any termination, specifying the anticipated
Final Distribution Date (which shall be a date that would
otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to
the Trustee (if so required by the terms hereof) for
payment of the final distribution and cancellation, shall
be given promptly by the Master Servicer or the Company,
as applicable (if it is exercising its right to purchase
the assets of the Trust Fund), or by the Trustee (in any
other case) by letter to 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 (A) in the case of the Class A
Certificates (other than the Class A-5
Certificates) and Class R Certificates, that
payment will be made only upon presentation and
surrender of the Certificates at the office or
agency of the Trustee therein specified and (B)
in
the case of Class A-5 Certificates, Class M
Certificates and Class B Certificates, that
such
Certificates shall be delivered to the Trustee
no
later than 30 days following the anticipated
Final
Distribution Date.
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 Certificates
(other than the Class A-5 Certificates), upon
presentation and surrender of the Certificates by the
Certificateholders thereof, and in the case of the Class
A-5, Class M and Class B Certificate, without any such
presentation, the Trustee shall distribute to the
Certificateholders (i) the amount otherwise distributable
on such Distribution Date, if not in connection with the
Master Servicer's or the Company's election to
repurchase, or (ii) if the Master Servicer or the Company
elected to so repurchase, an amount determined as
follows: (A) with respect to each Certificate the
outstanding Certificate Principal Balance thereof, plus
one month's Accrued Certificate Interest and any
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). Each Holder
of a Class A-5, Class M or Class B Certificate, by its
acceptance thereof, shall be deemed to agree to, and
shall, deliver such Certificates held by such Holder to
the Trustee no later than 30 days following receipt of
the final distribution in respect thereof.
(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 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 Fund of taxes on "prohibited
transactions," as described in Section 860F of the Code,
or (ii) cause the Trust Fund to fail to qualify as a
REMIC at any time that any Certificate is outstanding:
(i)
The Master Servicer shall establish
a 90-day liquidation period for the Trust Fund
and
specify the first day of such period in a
statement
attached to the Trust Fund's final Tax Return
pursuant to Treasury regulations Section
1.860F-1.
The Master Servicer also shall satisfy all of
the
requirements of a qualified liquidation for the
Trust Fund under Section 860F of the Code and
regulations thereunder;
(ii)
The Master Servicer shall notify the
Trustee at the commencement of such 90-day
liquidation period and, at or prior to the time
of
making of the final payment on the
Certificates,
the Trustee shall sell or otherwise dispose of
all
of the remaining assets of the Trust Fund in
accordance with the terms hereof; and
(iii)
If the Master Servicer 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 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 REMIC in accordance with
the terms and conditions of this Agreement.
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The Master Servicer
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, the Class A (other
than the Class A-6), 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 Trust Fund. The Class A-6
Certificates will represent the entire beneficial
ownership interest in the Uncertificated REMIC Regular
Interest. The Master Servicer and the Trustee shall not
permit the creation of any "interests" (within the
meaning of Section 860G of the Code) in the Trust Fund as
defined in Sections 860G(a)(1) and 860G(a)(2) of the
Code, respectively, other than the regular interests and
the interests represented by the Class R Certificates,
respectively.
(b) The Closing Date is
hereby designated as
the "startup day" of the Trust Fund within the meaning of
Section 860G(a)(9) of the Code.
(c) Residential Funding
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 Trust Fund in the
manner provided under Treasury Regulations Section
1.860F-4(d) and Temporary Treasury regulations section
301.6231(a)(7)-1T. Residential Funding Corporation, as
tax matters person, shall (i) act on behalf of the Trust
Fund in relation to any tax matter or controversy
involving the Trust Fund and (ii) represent the Trust
Fund in any administrative or judicial proceeding
relating to an examination or audit by any governmental
taxing authority with respect thereto. The legal
expenses, including without limitation attorneys' or
accountants' fees, and costs of any such proceeding and
any liability resulting therefrom shall be expenses of
the Trust Fund and Residential Funding Corporation 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
Residential Funding's willful misfeasance, bad faith or
gross negligence. If Residential Funding is no longer
the Master Servicer hereunder Residential Funding shall
be paid reasonable compensation by any successor Master
Servicer hereto for so acting as tax matters person.
(d) The Master Servicer
shall prepare or cause
to be prepared all of the Tax Returns that it determines
are required with respect to the Trust Fund 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 Master Servicer without any right
of reimbursement therefor. The Master Servicer 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.
(e) The Master Servicer
shall provide (i) to
any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating
to the transfer of a Class R Certificate to any Person
who is not a Permitted Transferee, (ii) to the Trustee
and the Trustee shall forward to the Certificateholders
such information or reports as are required by the Code
or the REMIC Provisions including reports relating to
interest, original issue discount and market discount or
premium (using the Prepayment Assumption) and (iii) to
the Internal Revenue Service the name, title, address and
telephone number of the person who will serve as the
representative of the Trust Fund.
(f) The Master Servicer
shall take such
actions and shall cause the Trust Fund to take such
actions as are reasonably within the Master Servicer's
control and the scope of its duties more specifically set
forth herein as shall be necessary to maintain the status
thereof as a REMIC under the REMIC Provisions (and the
Trustee shall assist the Master Servicer, to the extent
reasonably requested by the Master Servicer to do so).
The Master Servicer 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 its control and the scope of duties
more specifically set forth herein, that, under the REMIC
Provisions, if taken or not taken, as the case may be,
could (i) endanger the status of the Trust Fund as a
REMIC or (ii) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on
prohibited transactions as defined in Section 860F(a)(2)
of the Code and the tax on contributions to a REMIC set
forth in Section 860G(d) of the Code) (either such event,
an "Adverse REMIC Event") unless the Master Servicer 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 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 or the Trustee) to the effect that the
contemplated action will not, with respect to the Trust
Fund, endanger such status or, unless the Master Servicer
determines in its sole discretion to indemnify the Trust
Fund against such tax, result in the imposition of such
a tax. The Trustee shall not take or fail to take any
action (whether or not authorized hereunder) as to which
the Master Servicer 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 Trust Fund or its assets, or causing the
Trust Fund to take any action, which is not expressly
permitted under the terms of this Agreement, the Trustee
will consult with the Master Servicer or its designee, in
writing, with respect to whether such action could cause
an Adverse REMIC Event to occur with respect to the Trust
Fund, and the Trustee shall not take any such action or
cause the Trust Fund to take any such action as to which
the Master Servicer has advised it in writing that an
Adverse REMIC Event could occur. The Master Servicer 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. At
all times as may be required by the Code, the Master
Servicer will to the extent within its control and the
scope of its duties more specifically set forth herein,
maintain substantially all of the assets of the Trust
Fund as "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as
defined in Section 860G(a)(5) of the Code.
(g) In the event that any
tax is imposed on
"prohibited transactions" of the Trust Fund as defined in
Section 860F(a)(2) of the Code, on "net income from
foreclosure property" of the Trust Fund as defined in
Section 860G(c) of the Code, on any contributions to the
Trust Fund after the Startup Day therefor pursuant to
Section 860G(d) of the Code, or any other tax is imposed
by the Code or any applicable provisions of state or
local tax laws, such tax shall be charged (i) to the
Master Servicer, if such tax arises out of or results
from a breach by the Master Servicer of any of its
obligations under this Agreement or the Master Servicer
has in its sole discretion determined to indemnify the
Trust Fund against such tax, (ii) to the Trustee, if such
tax arises out of or results from a breach by the Trustee
of any of its obligations under this Article X, or
otherwise (iii) against amounts on deposit in the
Custodial Account as provided by Section 3.10 and on the
Distribution Date(s) following such reimbursement the
aggregate of such taxes shall be allocated in reduction
of the Accrued Certificate Interest on each Class
entitled thereto in the same manner as if such taxes
constituted a Prepayment Interest Shortfall.
(h) The Trustee and the
Master Servicer shall,
for federal income tax purposes, maintain books and
records with respect to the Trust Fund on a calendar year
and on an accrual basis or as otherwise may be required
by the REMIC Provisions.
(i) Following the Startup
Day, neither the
Master Servicer nor the Trustee shall accept any
contributions of assets to the Trust Fund unless the
Master Servicer and the Trustee shall have received an
Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the
inclusion of such assets in the Trust Fund will not cause
the Trust Fund to fail to qualify as a REMIC at any time
that any Certificates are outstanding or subject the
Trust Fund to any tax under the REMIC Provisions or other
applicable provisions of federal, state and local law or
ordinances.
(j) Neither the Master
Servicer nor the
Trustee shall enter into any arrangement by which the
Trust Fund will receive a fee or other compensation for
services nor permit either such REMIC to receive any
income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the
Code.
(k) Solely for the
purposes of Section 1.860G-
1(a)(4)(iii) of the Treasury regulations, the "latest
possible maturity date" by which the Certificate
Principal Balance of each Class of Certificates
representing a regular interest in the Trust Fund would
be reduced to zero is April 25, 2010, which is the
Distribution Date immediately following the latest
scheduled maturity of any Mortgage Loan.
(l) Within 30 days after
the Closing Date, the
Master Servicer shall prepare and file with the Internal
Revenue Service Form 8811, "Information Return for Real
Estate Mortgage Investment Conduits (REMIC) and Issuers
of Collateralized Debt Obligations" for the Trust Fund.
(m) Neither the Trustee
nor the Master
Servicer shall sell, dispose of or substitute for any of
the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage
Loan, including but not limited to, the acquisition or
sale of a Mortgaged Property acquired by deed in lieu of
foreclosure, (ii) the bankruptcy of the Trust Fund, (iii)
the termination of the Trust Fund pursuant to Article IX
of this Agreement or (iv) a purchase of Mortgage Loans
pursuant to Article II or III of this Agreement) nor
acquire any assets for the Trust Fund, nor sell or
dispose of any investments in the Custodial Account or
the Certificate Account for gain, nor accept any
contributions to the Trust Fund after the Closing Date
unless it has received an Opinion of Counsel that such
sale, disposition, substitution or acquisition will not
(a) affect adversely the status of the Trust Fund as a
REMIC or (b) unless the Master Servicer has determined in
its sole discretion to indemnify the Trust Fund against
such tax, cause the Trust Fund to be subject to a tax on
"prohibited transactions" or "contributions" pursuant to
the REMIC Provisions.
Section 10.02. Master Servicer and Trustee Indemnification.
(a) The Trustee agrees to
indemnify the Trust
Fund, the Company 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 Master Servicer
agrees to indemnify
the Trust Fund, the Company and the Trustee for any taxes
and costs (including, without limitation, any reasonable
attorneys' fees) imposed on or incurred by the Trust
Fund, the Company or the Trustee, as a result of a breach
of the Master Servicer's covenants set forth in this
Article X or in Article III with respect to compliance
with the REMIC Provisions, including without limitation,
any penalties arising from the Trustee's execution of Tax
Returns prepared by the Master Servicer that contain
errors or omissions.
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 to maintain the qualification of the
Trust Fund as a REMIC at all times that any
Certificate is outstanding or to avoid or
minimize
the risk of the imposition of any tax on the
Trust
Fund pursuant to the Code that would be a claim
against the Trust Fund, provided that the
Trustee
has received an Opinion of Counsel to the
effect
that (A) such action is necessary or desirable
to
maintain such qualification or to avoid or
minimize
the risk of the imposition of any such tax and
(B)
such action will not adversely affect in any
material respect the interests of any
Certificateholder,
(iv) to change the timing
and/or nature of
deposits into the Custodial Account or the
Certificate Account or to change the name in
which
the Custodial Account is maintained, provided
that
(A) the Certificate Account Deposit Date shall
in
no event be later than the related Distribution
Date, (B) such change shall not, as evidenced
by an
Opinion of Counsel, adversely affect in any
material respect the interests of any
Certificateholder and (C) such change shall not
result in a reduction of the rating assigned to
any
Class of Certificates below the lower of the
then-
current rating or the rating assigned to such
Certificates as of the Closing Date, as
evidenced
by a letter from each Rating Agency to such
effect,
(v) to modify, eliminate
or add to the
provisions of Section 5.02(f) or any other
provision hereof restricting transfer of the
Class
R Certificates by virtue of their being the
"residual interests" in the Trust Fund,
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, as
evidenced by an Opinion of Counsel (at the
expense
of the party seeking so to modify, eliminate or
add
such provisions), cause either the Trust Fund
or
any of the Certificateholders (other than the
transferor) to be subject to a federal tax
caused
by a transfer to a Person that is not a
Permitted
Transferee, or
(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)
adversely affect in any material
respect the interest of the Holders of
Certificates
of any Class in a manner other than as
described in
clause (i) hereof without the consent of
Holders of
Certificates of such Class evidencing, as to
such
Class, Percentage Interests aggregating not
less
than 66%, or
(iii)
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 (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 proposed Treasury
Regulations Section 1.860G-1(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
an Opinion of Counsel (which need not be an opinion of
Independent counsel) to the effect that any such
amendment will not cause (a) any federal tax to be
imposed on the Trust Fund, including without limitation,
any federal tax imposed on "prohibited transactions"
under Section 860F(a)(1) of the Code or on "contributions
after the startup date" under Section 860G(d)(1) of the
Code and (b) the Trust Fund to fail to qualify as a REMIC
at any time that any Certificate is outstanding. In the
event that the Company elects to provide such coverage in
the form of a limited guaranty provided by General Motors
Acceptance Corporation, the Company may elect that the
text of such amendment to this Agreement shall be
substantially in the form attached hereto as Exhibit M
(in which case Residential Funding's Subordinate
Certificate Loss Obligation as described in such exhibit
shall be established by Residential Funding's consent to
such amendment) and that the limited guaranty shall be
executed in the form attached hereto as Exhibit N, with
such changes as the Company shall deem to be appropriate;
it being understood that the Trustee has reviewed and
approved the content of such forms and that the Trustee's
consent or approval to the use thereof is not required.
Section 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, 8400
Normandale Lake Boulevard, Suite 700, Minneapolis,
Minnesota 55437, Attention: President, or such other
address as may hereafter be furnished to the Master
Servicer and the Trustee in writing by the Company, (b)
in the case of the Master Servicer, 8400 Normandale Lake
Boulevard, Suite 700, Minneapolis, Minnesota 55437,
Attention: Investor Relations, Series 1995-S4 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, Four Albany
Street, New York, New York 10006, Attention: Residential
Funding Corporation Series 1995-S4 or such other address
as may hereafter be furnished to the Company and the
Master Servicer in writing by the Trustee, (d) in the
case of Fitch, One State Street Plaza, New York, New York
10004, Attention: MBS Monitoring or such other address
as may hereafter be furnished to the Company, the Trustee
and the Master Servicer in writing by Fitch, (e) in the
case of Standard & Poor's, 25 Broadway, New York, New
York 10004 and (f) in the case of the Underwriters, 55
East 52nd Street, New York, New York 10055 with respect
to CS First Boston Corporation and 8400 Normandale Lake
Boulevard, Suite 600, Minneapolis, Minnesota 55437, with
respect to Residential Funding Securities Corporation, or
such other addresses as may be hereafter furnished to the
Company, Trustee, and Master Servicer by Standard &
Poor's. Any notice required or permitted to be mailed to
a Certificateholder shall be given by first class mail,
postage prepaid, at the address of such holder as shown
in the Certificate Register. Any notice so mailed within
the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or
not the Certificateholder receives such notice.
Section 11.06.
Notices to Rating Agency.
The Company, the Master Servicer or the
Trustee, as applicable, shall notify each Rating Agency
and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the
occurrence of, any of the events described in clause (a),
(b), (c), (d), (g), (h), (i) or (j) below or provide a
copy to each Rating Agency at such time as otherwise
required to be delivered pursuant to this Agreement of
any of the statements described in clauses (e) and (f)
below:
(a) a material change or
amendment to this
Agreement,
(b) the occurrence of an
Event of Default,
(c) the termination or
appointment of a
successor Master Servicer or Trustee or a
change in
the majority ownership of the Trustee,
(d) the filing of any
claim under the Master
Servicer's blanket fidelity bond and the errors
and
omissions insurance policy required by Section
3.12
or the cancellation or modification of coverage
under any such instrument,
(e) the statement required
to be delivered to
the Holders of each Class of Certificates
pursuant
to Section 4.03,
(f) the statements
required to be delivered
pursuant to Sections 3.18 and 3.19,
(g) a change in the
location of the Custodial
Account or the Certificate Account,
(h) the occurrence of any
monthly cash flow
shortfall to the Holders of any Class of
Certificates resulting from the failure by the
Master Servicer to make an Advance pursuant to
Section 4.04,
(i) the occurrence of the
Final Distribution
Date, and
(j) the repurchase of or
substitution for any
Mortgage Loan,
provided, however, that with respect to notice of the
occurrence of the events described in clauses (d), (g) or
(h) above, the Master Servicer shall provide prompt
written notice to each Rating Agency and the Subservicer
of any such event known to the Master Servicer.
Section 11.07.
Severability of Provisions.
If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall
be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be
deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of
the other provisions of this Agreement or of the
Certificates or the rights of the Holders thereof.
Section 11.08.
Supplemental Provisions for
Resecuritization.
This Agreement may be supplemented by
means of
the addition of a separate Article hereto (a
"Supplemental Article") for the purpose of resecuritizing
any of the Certificates issued hereunder, under the
following circumstances. With respect to any Class or
Classes of Certificates issued hereunder, or any portion
of any such Class, as to which the Company or any of its
Affiliates (or any designee thereof) is the registered
Holder (the "Resecuritized Certificates"), the Company
may deposit such Resecuritized Certificates into a new
REMIC, grantor trust or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee
pursuant to a Supplemental Article. The instrument
adopting such Supplemental Article shall be executed by
the Company, the Master Servicer and the Trustee;
provided, that neither the Master Servicer nor the
Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely
affected thereby. To the extent that the terms of the
Supplemental Article do not in any way affect any
provisions of this Agreement as to any of the
Certificates initially issued hereunder, the adoption of
the Supplemental Article shall not constitute an
"amendment" of this Agreement subject to the requirements
of Section 11.01.
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 to the
purposes thereof. In connection with each Supplemental
Article, the Company shall deliver to the Trustee an
Opinion of Counsel to the effect that (i) the
Restructuring Vehicle will qualify as a REMIC, grantor
trust or other 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 result in the imposition of a
tax upon the Trust Fund (including but not limited to the
tax on prohibited transaction as defined in Section
860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860(G)(d) of the Code.
IN WITNESS WHEREOF, the Company, the
Master
Servicer and the Trustee have caused their names to be
signed hereto by their respective officers thereunto duly
authorized and their respective seals, duly attested, to
be hereunto affixed, all as of the day and year first
above written.
RESIDENTIAL FUNDING
MORTGAGE SECURITIES I,
INC.
[Seal]
By:
Name: Jill M. Davis
Title: Vice President
Attest:
Name: Diane Wold
Title: Director
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:
Name: Diane Wold
Title: Director
Attest:
Name: Jill M. Davis
Title: Vice President
BANKERS TRUST COMPANY, as
Trustee
[Seal]
By:
Name: Gary R. Vaughan
Title: Assistant Vice
President
Attest:
Name:
Title:
STATE OF NEW YORK
)
) ss.:
COUNTY OF NEW YORK
)
On the 27th day of April, 1995 before me,
a
notary public in and for said State, personally appeared
Jill M. Davis, known to me to be a Vice President of
Residential Funding Mortgage Securities I, Inc., one of
the corporations that executed the within instrument, and
also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my
hand
and affixed my official seal the day and year in this
certificate first above written.
Notary
Public
[Notarial Seal]
STATE OF NEW YORK
)
) ss.:
COUNTY OF NEW YORK
)
On the 27th day of April, 1995 before me,
a
notary public in and for said State, personally appeared
Diane Wold, known to me to be a Director of Residential
Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to
be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my
hand
and affixed my official seal the day and year in this
certificate first above written.
Notary
Public
[Notarial Seal]
STATE OF CALIFORNIA
)
) ss.:
COUNTY OF ORANGE
)
On the 27th day of April, 1995 before me,
a
notary public in and for said State, personally appeared
Gary R. Vaughan, known to me to be an Assistant Vice
President of Bankers Trust Company, a banking corporation
that executed the within instrument, and also known to me
to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my
hand
and affixed my official seal the day and year in this
certificate first above written.
Notary
Public
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A _____ CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX
PURPOSES,
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986.
[THIS CERTIFICATE IS SUBORDINATED IN RIGHT
OF
PAYMENT TO THE CLASS A ___ CERTIFICATES AS DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT (AS DEFINED BELOW).]
[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 APRIL
27, 1995. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT
200% OF THE STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED
IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH
RATE,] THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN
$_____ OF OID PER [$1,000] [$100,000] OF [INITIAL
CERTIFICATE PRINCIPAL BALANCE] [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
Class A-__ Senior [___%] [Initial] Pass-Through Rate
[based on a Notional Amount]
Date of Pooling and Servicing
Agreement and Cut-off Date: [Percentage Interest: ___%]
April 1, 1995
Aggregate [Initial Certificate
Principal Balance]
First Distribution Date: [Notional Amount] of the Class
May 25 1995 A-__ Certificates:
$_____________]
Master Servicer: [Initial] [Certificate
Residential Funding Principal
Corporation Balance] [Notional Amount] of
this Certificate:
$_____________]
Assumed Final
Distribution Date:
April 25, 2010 CUSIP ______-_____
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1995-S4
evidencing a percentage interest in the
distributions allocable to the Class A-__
Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional
one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from
the
assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee
referred to below or GMAC Mortgage Corporation or any of
their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by
any governmental agency or instrumentality or by
Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Corporation
or any of their affiliates. [None of the Company, the
Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to
any certificate or other obligation secured by or payable
from payments on the Certificates.]
This certifies that
_____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate
[(obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the aggregate Initial
Certificate Principal Balance of all Class A-___
Certificates, both as specified above)] in certain
distributions with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family
fixed interest rate first mortgage loans (the "Mortgage
Loans"), formed and sold by Residential Funding Mortgage
Securities I, Inc. (hereinafter called the "Company,"
which term includes any successor entity under the
Agreement referred to below). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the
Master Servicer and 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
Notional Amount of the Class A-6 Certificates as of any
date of determination is equal to the aggregate
Certificate Principal Balance of all Classes of
Certificates.] [The Class A-6 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 of this Certificate is set
forth above. The Certificate Principal Balance hereof
will be reduced to the extent of distributions allocable
to principal and any Realized Losses allocable hereto.]
This Certificate is one of a duly
authorized
issue of Certificates issued in several Classes
designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of
payment to certain collections and recoveries respecting
the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master
Servicer funds are advanced with respect to any Mortgage
Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from
related recoveries on such Mortgage Loan or from other
cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals
from
the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made
by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such
purposes including without limitation reimbursement to
the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain
exceptions
therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the
Company, the Master Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at
any time by the Company, the Master Servicer and the
Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates
affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such
Holder and upon all future holders of this Certificate
and of any Certificate issued upon the transfer hereof or
in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate.
The Agreement also permits the amendment thereof in
certain circumstances without the consent of the Holders
of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of
certain Classes of Certificates.
As provided in the Agreement and subject
to
certain limitations therein set forth, the transfer of
this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for
registration of transfer at the offices or agencies
appointed by the Trustee in the City and State of New
York, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer
in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated
transferee or transferees.
The Certificates are issuable only as
registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new
Certificates of authorized denominations evidencing the
same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any
such
registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith.
The Company, the Master Servicer, the
Trustee
and the Certificate Registrar and any agent of the
Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for
all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be
affected by notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the laws of the State of New
York.
The obligations created by the Agreement
in
respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of
the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity
or other liquidation of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (ii) the purchase by the Master
Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits,
but does not require, the Master Servicer or the Company
to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property
acquired in respect of any Mortgage Loan or (ii) purchase
in whole, but not in part, all of the Certificates from
the Holders thereof; provided, that any such option may
only be exercised if the Pool Stated Principal Balance of
the Mortgage Loans as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less
than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further
provisions of this Certificate set forth on the reverse
hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication
hereon
has been executed by the Certificate Registrar, by manual
signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused
this
Certificate to be duly executed.
Dated: April 27, 1995
BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
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, address including postal zip
code, and Taxpayer Identification Number of assignee)
a Percentage Interest equal to ____% evidenced by the
within Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer 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 Percentage Interest and
Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________
_______
_______________________________________________________
_______________________.
Dated:
_______________________________________
Signature by or on behalf of assignor
_______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer
or
otherwise, in immediately available funds to
_______________________________________________________
_______________________
_______________________________________________________
__________________________ for the account of
_______________________________________________________
_______ account number ________________, or, if mailed by
check, to ____________________
__________________________________________________.
Applicable statements should be mailed to
_____________________________________. This information
is provided by
___________________________________________________, the
assignee named above, or _____________________________,
as its agent.
EXHIBIT B
FORM OF CLASS M- __ CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO
THE CLASS A CERTIFICATES AND CLASS R CERTIFICATES [AND
CLASS M-1 CERTIFICATES] 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 AN
EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR
SECTION 4975 OF THE CODE, UNLESS THE TRANSFEREE PROVIDES
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER
SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE
OF THIS CERTIFICATE BY, ON BEHALF OF OR WITH "PLAN
ASSETS" OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW,
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION AND WILL NOT SUBJECT THE MASTER SERVICER, THE
COMPANY OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN 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 APRIL 27, 1995.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 200% OF THE
STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED
WITH NO MORE THAN
$ OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS % AND THE
AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD
IS NO MORE THAN $ PER $1,000 OF INITIAL
CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE
STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
Certificate No. ___ ____% Pass-Through Rate
Class M- Subordinate Aggregate Certificate
Principal Balance of the
Class M Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
April 1, 1995 Initial Certificate
Principal Balance of this
Certificate:
First Distribution Date: $_______________
May 25, 1995
CUSIP: ______-_____
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
April 25, 2010
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S4
evidencing a percentage interest in any
distributions allocable to the Class M-__
Certificates with respect to the Trust Fund
consisting primarily of a pool of conventional
one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from
the
assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee
referred to below or GMAC Mortgage Corporation or any of
their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by
any governmental agency or instrumentality or by
Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Corporation
or any of their affiliates. [None of the Company, the
Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to
any certificate or other obligation secured by or payable
from payments on the Certificates.]
This certifies that
_________________________
is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the
Certificate Principal Balance of this Certificate by the
aggregate Certificate Principal Balance of all Class M-__
Certificates, both as specified above) in certain
distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family
fixed interest rate first mortgage loans (the "Mortgage
Loans"), formed and sold by Residential Funding Mortgage
Securities I, Inc. (hereinafter called the "Company,"
which term includes any successor entity under the
Agreement referred to below). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the
Master Servicer and 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.
This Certificate is one of a duly
authorized
issue of Certificates issued in several Classes
designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of
payment to certain collections and recoveries respecting
the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master
Servicer funds are advanced with respect to any Mortgage
Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from
related recoveries on such Mortgage Loan or from other
cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals
from
the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made
by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such
purposes including without limitation reimbursement to
the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain
exceptions
therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the
Company, the Master Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at
any time by the Company, the Master Servicer and the
Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates
affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such
Holder and upon all future holders of this Certificate
and of any Certificate issued upon the transfer hereof or
in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate.
The Agreement also permits the amendment thereof in
certain circumstances without the consent of the Holders
of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of
certain Classes of Certificates.
As provided in the Agreement and subject
to
certain limitations therein set forth, the transfer of
this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for
registration of transfer at the offices or agencies
appointed by the Trustee in the City and State of New
York, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer
in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated
transferee or transferees.
The Certificates are issuable only as
registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new
Certificates of authorized denominations evidencing the
same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any
such
registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith.
The Company, the Master Servicer, the
Trustee
and the Certificate Registrar and any agent of the
Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for
all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be
affected by notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the laws of the State of New
York.
The obligations created by the Agreement
in
respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of
the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity
or other liquidation of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (ii) the purchase by the Master
Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits,
but does not require, the Master Servicer or the Company
to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property
acquired in respect of any Mortgage Loan or (ii) purchase
in whole, but not in part, all of the Certificates from
the Holders thereof; provided, that any such option may
only be exercised if the Pool Stated Principal Balance of
the Mortgage Loans as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less
than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication
hereon
has been executed by the Certificate Registrar, by manual
signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused
this
Certificate to be duly executed.
Dated:
BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
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
SignatoryASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s),
assign(s) and transfer(s) unto
_______________________________________________________
__________________________
_______________________________________________________
__________________________
_______________________________________________________
__________________________
(Please print or typewrite name, address including postal zip
code, and Taxpayer Identification Number of assignee)
a Percentage Interest equal to ____% evidenced by the
within Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer 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 Percentage Interest and
Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________
_______
_______________________________________________________
_______________________.
Dated:
_______________________________________
Signature by or on behalf of assignor
_______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer
or
otherwise, in immediately available funds to
_______________________________________________________
_______________________
_______________________________________________________
__________________________ for the account of
_______________________________________________________
_______ account number ________________, or, if mailed by
check, to ____________________
__________________________________________________.
Applicable statements should be mailed to
_____________________________________. This information
is provided by
___________________________________________________, the
assignee named above, or _____________________________,
as its agent.
EXHIBIT C
FORM OF CLASS B ___ CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO
THE CLASS A CERTIFICATES, CLASS R CERTIFICATES AND CLASS
M CERTIFICATES [AND CLASS B __ 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 AN
EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE") UNLESS THE TRANSFEREE PROVIDES AN OPINION OF
COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY
AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE BY,
ON BEHALF OF OR WITH "PLAN ASSETS" OF SUCH PLAN IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION AND WILL
NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE
TRUSTEE TO ANY OBLIGATION 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 APRIL 27, 1995. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 200% OF THE STANDARD
PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS
SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO
MORE THAN $___ OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ____% AND THE
AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD
IS NO MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD.
NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE.
Certificate No. __ ____% Pass-Through Rate
Class B __ Subordinate Aggregate Certificate Principal
Balance of the Class B__
Certificates as of the
Cut-off Date: $
Date of Pooling and
Servicing Agreement
and Cut-off Date:
$_______________
April 1, 1995
Initial Certificate Principal
Balance of this Certificate:
$
First Distribution Date:
May 25, 1995
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
April 25, 2010
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S4
evidencing a percentage interest in any
distributions allocable to the Class B __
Certificates with respect to the Trust Fund
consisting primarily of a pool of conventional
one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from
the
assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee
referred to below or GMAC Mortgage Corporation or any of
their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by
any governmental agency or instrumentality or by
Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Corporation
or any of their affiliates. None of the Company, the
Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to
any certificate or other obligation secured by or payable
from payments on the Certificates.
This certifies that
___________________________
is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the
Certificate Principal Balance of this Certificate by the
aggregate Certificate Principal Balance of all Class B __
Certificates, both as specified above) in certain
distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family
fixed interest rate first mortgage loans (the "Mortgage
Loans"), formed and sold by Residential Funding Mortgage
Securities I, Inc. (hereinafter called the "Company,"
which term includes any successor entity under the
Agreement referred to below). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the
Master Servicer and 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 (i) a representation letter, in the form as
described by the Agreement, stating that the transferee
is not, and is not using "plan assets" of, 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 Code, or (ii) if such transferee is, or is
using "plan assets" of, such a plan subject to ERISA, 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 applicable law 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 within the meaning of
Section 406 of ERISA or Section 4975 of the Code.
This Certificate is one of a duly
authorized
issue of Certificates issued in several Classes
designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of
payment to certain collections and recoveries respecting
the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master
Servicer funds are advanced with respect to any Mortgage
Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from
related recoveries on such Mortgage Loan or from other
cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals
from
the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made
by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such
purposes including without limitation reimbursement to
the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain
exceptions
therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the
Company, the Master Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at
any time by the Company, the Master Servicer and the
Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates
affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such
Holder and upon all future holders of this Certificate
and of any Certificate issued upon the transfer hereof or
in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate.
The Agreement also permits the amendment thereof in
certain circumstances without the consent of the Holders
of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of
certain Classes of Certificates.
As provided in the Agreement and subject
to
certain limitations therein set forth, the transfer of
this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for
registration of transfer at the offices or agencies
appointed by the Trustee in the City and State of New
York, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer
in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated
transferee or transferees.
The Certificates are issuable only as
registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new
Certificates of authorized denominations evidencing the
same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any
such
registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith.
The Company, the Master Servicer, the
Trustee
and the Certificate Registrar and any agent of the
Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for
all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be
affected by notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the laws of the State of New
York.
The obligations created by the Agreement
in
respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of
the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity
or other liquidation of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (ii) the purchase by the Master
Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits,
but does not require, the Master Servicer or the Company
to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property
acquired in respect of any Mortgage Loan or (ii) purchase
in whole, but not in part, all of the Certificates from
the Holders thereof; provided, that any such option may
only be exercised if the Pool Stated Principal Balance of
the Mortgage Loans as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less
than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication
hereon
has been executed by the Certificate Registrar, by manual
signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused
this
Certificate to be duly executed.
Dated: April 27, 1995
BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
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, address including postal zip
code, and Taxpayer Identification Number of assignee)
a Percentage Interest equal to ____% evidenced by the
within Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer 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 Percentage Interest and
Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________
_______
_______________________________________________________
_______________________.
Dated:
_______________________________________
Signature by or on behalf of assignor
_______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer
or
otherwise, in immediately available funds to
_______________________________________________________
_______________________
_______________________________________________________
__________________________ for the account of
_______________________________________________________
_______ account number ________________, or, if mailed by
check, to ____________________
__________________________________________________.
Applicable statements should be mailed to
_____________________________________. This information
is provided by
___________________________________________________, the
assignee named above, or _____________________________,
as its agent.
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 AN
EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR
SECTION 4975 OF THE CODE, UNLESS THE TRANSFEREE PROVIDES
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER
SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE
OF THIS CERTIFICATE BY, ON BEHALF OF OR WITH "PLAN
ASSETS" OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW,
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION AND WILL NOT SUBJECT THE MASTER SERVICER, THE
COMPANY OR THE TRUSTEE TO ANY OBLIGATION 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 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), (B) A FOREIGN
GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY
OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (C) 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), (D) RURAL ELECTRIC AND
TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(A)(2)(C)
OF THE CODE AND (E) 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 (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR
(E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION") OR 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. THE TERMS "UNITED STATES," "STATE" AND
"INTERNATIONAL ORGANIZATION" SHALL HAVE THE MEANINGS SET
FORTH IN SECTION 7701 OF THE CODE OR SUCCESSOR
PROVISIONS. 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 Aggregate Initial
Certificate Principal
Balance of the Class R
Certificates:
Date of Pooling and Servicing $100.00
Agreement and Cut-off Date:
April 1, 1995 Initial Certificate
Principal Balance
of this Certificate:
First Distribution Date: $_______________
May 25, 1995
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP ______-_____
Assumed Final Distribution Date:
April 25, 2010
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S4
evidencing a percentage interest in any
distributions allocable to the Class R
Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional
one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from
the
assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee
referred to below or GMAC Mortgage Corporation or any of
their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by
any governmental agency or instrumentality or by
Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Corporation
or any of their affiliates. None of the Company, the
Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to
any certificate or other obligation secured by or payable
from payments on the Certificates.
This certifies that
_________________________
is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the
Initial Certificate Principal Balance of this Certificate
by the aggregate Initial Certificate Principal Balance of
all Class R Certificates, both as specified above) in
certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans (the
"Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under
the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement
dated as specified above (the "Agreement") among the
Company, the Master Servicer 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.
This Certificate is one of a duly
authorized
issue of Certificates issued in several Classes
designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of
payment to certain collections and recoveries respecting
the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master
Servicer funds are advanced with respect to any Mortgage
Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from
related recoveries on such Mortgage Loan or from other
cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals
from
the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made
by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such
purposes including without limitation reimbursement to
the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain
exceptions
therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the
Company, the Master Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at
any time by the Company, the Master Servicer and the
Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates
affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such
Holder and upon all future holders of this Certificate
and of any Certificate issued upon the transfer hereof or
in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate.
The Agreement also permits the amendment thereof in
certain circumstances without the consent of the Holders
of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of
certain Classes of Certificates.
As provided in the Agreement and subject
to
certain limitations therein set forth, the transfer of
this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for
registration of transfer at the offices or agencies
appointed by the Trustee in the City and State of New
York, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer
in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated
transferee or transferees.
The Certificates are issuable only as
registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new
Certificates of authorized denominations evidencing the
same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any
such
registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith.
The Company, the Master Servicer, the
Trustee
and the Certificate Registrar and any agent of the
Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for
all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be
affected by notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the laws of the State of New
York.
The obligations created by the Agreement
in
respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of
the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity
or other liquidation of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (ii) the purchase by the Master
Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits,
but does not require, the Master Servicer or the Company
to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property
acquired in respect of any Mortgage Loan or (ii) purchase
in whole, but not in part, all of the Certificates from
the Holders thereof; provided, that any such option may
only be exercised if the Pool Stated Principal Balance of
the Mortgage Loans as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less
than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further
provisions of this Certificate set forth on the reverse
hereof, which further provisions shall for all purpose
have the same effect as if set forth at this place.
Unless the certificate of authentication
hereon
has been executed by the Certificate Registrar, by manual
signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused
this
Certificate to be duly executed.
Dated: April 27, 1995
BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
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, address including
postal zip code, and Taxpayer Identification Number of
assignee)
a Percentage Interest equal to ____% evidenced by the
within Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer 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 Percentage Interest and
Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________
_______
_______________________________________________________
_______________________.
Dated:
_______________________________________
Signature by or on behalf of assignor
_______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer
or
otherwise, in immediately available funds to
_______________________________________________________
_______________________
_______________________________________________________
__________________________ for the account of
_______________________________________________________
_______ account number ________________, or, if mailed by
check, to ____________________
__________________________________________________.
Applicable statements should be mailed to
_____________________________________. This information
is provided by
___________________________________________________, the
assignee named above, or _____________________________,
as its agent.
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and
supplemented from time to time, the "Agreement"), dated
as of April 1, 1995, by and among BANKERS TRUST COMPANY,
as Trustee (including its successors under the Pooling
Agreement defined below, the "Trustee"), RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC. (together with any
successor in interest, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with
any successor in interest or successor under the Pooling
Agreement referred to below, the "Master Servicer"), and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together
with any successor in interest or any successor appointed
hereunder, the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer,
and
the Trustee have entered into a Pooling and Servicing
Agreement dated as of April 1, 1995, relating to the
issuance of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through Certificates, Series 1995-S4
(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.
Within 45 days of receipt of the documents required to be
delivered pursuant to Section 2.01(c) of the Pooling
Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the
provisions of Section 2.02 of the Pooling Agreement, each
such document, and shall deliver to the Trustee either
(i) an Interim Certification in the form attached hereto
as Exhibit Two to the effect that all such documents
relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim Certification or (ii)
a Final Certification as set forth in subsection (c)
below. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine
that the same are genuine, enforceable, or appropriate
for the represented purpose or that they have actually
been recorded or that they are other than what they
purport to be on their face. If in performing the review
required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Mortgage
File to be defective in any material respect, the
Custodian shall promptly so notify the Company, the
Master Servicer and the Trustee. Upon receipt of written
notification from the Master Servicer, signed by a
Servicing Officer, that the Master Servicer or a
Subservicer, as the case may be, has made a deposit into
the Certificate Account in payment for the purchase of
the related Mortgage Loan in an amount equal to the
Purchase Price for such Mortgage Loan, the Custodian
shall release to the Master Servicer the related Mortgage
File.
(c) Upon receipt of all documents
required to
be in the Mortgage Files the Custodian shall deliver to
the Trustee a Final Certification in the form annexed
hereto as Exhibit Three evidencing the completeness of
the Mortgage Files.
Upon receipt of written request from the
Trustee, the Custodian shall as soon as practicable
supply the Trustee with a list of all of the documents
relating to the Mortgage Loans then contained in the
Mortgage Files.
Section 2.4. Notification of Breaches of
Representations and Warranties. Upon discovery by the
Custodian of a breach of any representation or warranty
made by the Master Servicer or the Company as set forth
in the Pooling Agreement or by a Seller in a Seller's
Agreement or by Residential Funding or the Company in the
Assignment Agreement with respect to a Mortgage Loan
relating to a Mortgage File, the Custodian shall give
prompt written notice to the Company, the Master Servicer
and the Trustee.
Section 2.5. Custodian to Cooperate;
Release
of Mortgage Files. Upon the repurchase or substitution
of any Mortgage Loan pursuant to Article II of the
Pooling Agreement or payment in full of any Mortgage
Loan, or the receipt by the Master Servicer of a
notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer
shall immediately notify the Custodian by a certification
(which certification shall include a statement to the
effect that all amounts received or to be received in
connection with such payment which are required to be
deposited in the Custodial Account pursuant to Section
3.07 of the Pooling Agreement have been or will be so
deposited) of a Servicing Officer and shall request
delivery to it of the Mortgage File. The Custodian
agrees, upon receipt of such certification and request,
promptly to release to the Master Servicer the related
Mortgage File. The Master Servicer shall deliver to the
Custodian and the Custodian agrees to accept the Mortgage
Note and other documents constituting the Mortgage File
with respect to any Qualified Substitute Mortgage Loan.
From time to time as is appropriate for
the
servicing or foreclosures of any Mortgage Loan,
including, for this purpose, collection under any Primary
Insurance Policy or any Mortgage Pool Insurance Policy,
the Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that
possession of all, or any document constituting part, of
the Mortgage File be released to the Master Servicer and
certifying as to the reason for such release and that
such release will not invalidate any insurance coverage
provided in respect of the Mortgage Loan under any of the
Required Insurance Policies. With such certificate, the
Master Servicer shall deliver to the Custodian a trust
receipt signed by a Servicing Officer on behalf of the
Master Servicer, and upon receipt of the foregoing, the
Custodian shall deliver the Mortgage File or such
document to the Master Servicer. The Master Servicer
shall cause each Mortgage File or any document therein so
released to be returned to the Custodian when the need
therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have
been deposited in the Custodial Account or (ii) the
Mortgage File or such document has been delivered to an
attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially
or non-judicially, and the Master Servicer has delivered
to the Custodian a certificate of a Servicing Officer
certifying as to the name and address of the Person to
which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the
event of the liquidation of a Mortgage Loan, the
Custodian shall deliver the Trust Receipt with respect
thereto to the Master Servicer upon deposit of the
related Liquidation Proceeds in the Custodial Account as
provided in the Pooling Agreement.
Section 2.6. Assumption Agreements. In
the
event that any assumption agreement or substitution of
liability agreement is entered into with respect to any
Mortgage Loan subject to this Agreement in accordance
with the terms and provisions of the Pooling Agreement,
the Master Servicer shall notify the Custodian that such
assumption or substitution agreement has been completed
by forwarding to the Custodian the original of such
assumption or substitution agreement, which shall be
added to the related Mortgage File and, for all purposes,
shall be considered a part of such Mortgage File to the
same extent as all other documents and instruments
constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent
of
the Trustee. With respect to each Mortgage Note,
Mortgage and other documents constituting each Mortgage
File which are delivered to the Custodian, the Custodian
is exclusively the bailee and agent of the Trustee and
has no instructions to hold any Mortgage Note or Mortgage
for the benefit of any person other than the Trustee,
holds such documents for the benefit of
Certificateholders and undertakes to perform such duties
and only such duties as are specifically set forth in
this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage
Note, Mortgage or other document constituting a part of
a Mortgage File shall be delivered by the Custodian to
the Company or the Master Servicer or otherwise released
from the possession of the Custodian.
Section 3.2. Indemnification. The
Company
hereby agrees to indemnify and hold the Custodian
harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in
equity, or any other expenses, fees or charges of any
character or nature, which the Custodian may incur or
with which the Custodian may be threatened by reason of
its acting as custodian under this Agreement, including
indemnification of the Custodian against any and all
expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the cost
of defending any action, suit or proceedings or resisting
any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any
such claim, liability, loss, action, suit or proceeding
or other expense, fee or charge shall have been caused by
reason of any negligent act, negligent failure to act or
willful misconduct on the part of the Custodian, or which
shall constitute a willful breach of its duties
hereunder, the indemnification provisions of this
Agreement shall not apply.
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.
Address:
THE FIRST NATIONAL
BANK OF
CHICAGO, as Trustee
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation
Series 1995-S4
By:
Name:
Title: Vice
President
Address:
RESIDENTIAL FUNDING
MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name: Robert S.
Conway
Title: Vice
President
Address:
RESIDENTIAL FUNDING
CORPORATION, as
Master
Servicer
8400 Normandale Lake Boulevard
Suite 700
Minneapolis, Minnesota 55437
By:
Name: Jill M. Davis
Title: Vice President
Address:
NORWEST BANK
MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name: Kathleen
Marshall
Title: Trust
Officer
STATE OF NEW YORK
)
) ss.:
COUNTY OF NEW YORK
)
On the ____ day of April, 1995, before me,
a
notary public in and for said State, personally
appeared _______________________, known to me to be a
Vice President of Bankers Trust Company, a ________
banking corporation that executed the within
instrument, and also known to me to be the person who
executed it on behalf of said corporation and
acknowledged to me that such corporation executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set
my
hand and affixed my official seal the day and year in
this certificate first above written.
Notary
Public
[SEAL]
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN
)
On the ____ day of April, 1995, before me,
a
notary public in and for said State, personally
appeared Kathleen Marshall, 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 NEW YORK
)
) ss.:
COUNTY OF NEW YORK
)
On the ____ day of April, 1995, before me,
a
notary public in and for said State, personally
appeared Robert S. Conway, known to me to be a Vice
President of Residential Funding Mortgage Securities I,
Inc., one of the corporations that executed the within
instrument, and also known to me to be the person who
executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set
my
hand and affixed my official seal the day and year in
this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF NEW YORK
)
) ss:
COUNTY OF NEW YORK
)
On the ____ day of April, 1995, me, a
notary
public in and for said State, personally appeared Jill
M. Davis, known to me to be a Vice President 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
___________________,
1995
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series
1995-S4
Re: Custodial Agreement dated as of April 1,
1995, by and amongBankers Trust
Company, Residential Funding Mortgage
Securities I, Inc.,
Residential Funding Corporation and
Norwest Bank Minnesota,
National Association,
Mortgage Pass-
Through Certificates,
Series 1995-S4
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
________________ ____, 1995
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series
1995-S4
Re: Custodial Agreement
dated as of April 1,
1995, by and among
Bankers Trust
Company, Residential
Funding Mortgage
Securities I, Inc., Residential Funding
Corporation and
Norwest Bank Minnesota,
National Association,
Mortgage Pass-
Through Certificates,
Series 1995-S4
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
_____________ ___, 1995
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series
1995-S4
Re: Custodial Agreement
dated as of April 1,
1995, by and among
Bankers Trust
Company, Residential
Funding Mortgage
Securities I, Inc.,
Residential Funding
Corporation and
Norwest Bank Minnesota,
National Association,
Mortgage Pass-
Through Certificates,
Series 1995-S4
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 it has received:
(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) 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;
(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;
(vi) The certificate of
mortgage insurance,
if any, or a true and correct copy thereof; and
(vii)
The original power of attorney
granted by the Mortgagor in the event that the
related Mortgage Note or Mortgage was not
signed
by such Mortgagor, or a true and correct copy
thereof.
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 F
MORTGAGE LOAN SCHEDULE
RUN ON : 04/17/95 RFC DISCLOSURE SYSTEM
RFFSD177-01
AT : 10.09.06 FIXED RATE LOAN LISTING
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S4
CUTOFF : 04/01/95
POOL : 0004168
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL
LOAN FEATURE
MORTGAGOR NAME 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 #
_________________________________________________________________
_____________
1352282 299/299 F 235,000.00
ZZ
WHITE FORREST R 180 213,837.68
1
946-948 JAMESTOWN CRESCENT 6.500 2,047.11
57
6.250 2,047.11
415,000.00
NORFOLK VA 23508 2 08/12/93
00
232943 05 10/01/93
0
232943 O 09/01/08
0
1355180 560/560 F 50,000.00
ZZ
ROBERTS MARGARET J 180 44,583.09
1
503 EAST TENNIS AVENUE 6.875 445.93
24
6.750 445.93
215,000.00
AMBLER PA 19002 2 09/23/93
00
221056120 05 11/01/93
0
410072904 O 10/01/08
0
1360118 614/728 F 115,000.00
ZZ
HUANG MIAO H 180 106,840.47
1
THREE A MARTEN ROAD 7.500 1,066.06
70
7.330 1,066.06
165,000.00
MONTGOMERY NJ 08540 2 02/17/94
00
0380074469 01 04/01/94
0
7300018633 O 03/01/09
0
1370509 705/755 F 367,500.00
ZZ
DE SOCIO ROBERT 180 351,888.14
1
1 BEAVER DRIVE 7.000 3,303.20
70
6.750 3,303.20
525,000.00
LOCUST VALLEY NY 11560 2 03/01/94
00
0144812-6 05 04/01/94
0
1
94030002 O 03/01/09
0
1377755 581/581 F 71,250.00
ZZ
BEALL BRIAN 180 67,164.01
1
641 MOUNTAIN VIEW DRIVE 6.750 630.50
95
6.500 630.50
75,000.00
PALM SPRINGS CA 92264 2 10/22/93
14
4615662 05 12/01/93
22
3000012250 O 11/01/08
0
1377867 581/581 F 114,000.00
ZZ
AMOR ERNESTO R 180 107,077.16
1
8135 EDDINGTON WAY 7.500 1,056.79
95
7.250 1,056.79
120,000.00
SACRAMENTO CA 95823 2 08/17/93
04
4361192 05 10/01/93
22
101503 O 09/01/08
0
1377876 581/581 F 167,200.00
ZZ
COCHRAN LOGAN W 180 157,147.67
1
8951 AZURITE AVENUE 7.625 1,561.87
95
7.375 1,561.87
176,000.00
RANCHO CUCAMONG CA 91730 2 08/12/93
11
4361234 05 10/01/93
25
103238 O 09/01/08
0
1379329 704/670 F 122,300.00
ZZ
NELSON CHRISTOPH 180 117,567.24
1
820 LA RUE AVENUE 7.125 1,107.84
92
7.000 1,107.84
133,000.00
RENO NV 89509 2 03/08/94
11
940046840 05 05/01/94
22
940046840 O 04/01/09
0
1380115 076/076 F 248,000.00
ZZ
PENNA RICHARD M 180 233,202.41
1
5053 SUNSET BEACH ROAD 6.250 2,126.41
65
6.000 2,126.41
385,000.00
BRANFORD CT 06405 5 10/15/93
00
6791661 05 12/01/93
0
6791661 O 11/01/08
0
1
1381068 406/728 F 400,000.00
ZZ
KOCH HORST 180 396,875.73
1
800 ADMIRALTY WAY 9.250 4,116.77
80
9.000 4,116.77
505,000.00
WEBSTER NY 14580 1 12/07/94
00
0380087297 03 02/01/95
0
2819068 O 01/01/10
0
1381295 597/728 F 123,900.00
ZZ
GEORGALAS STEVEN 180 122,899.22
2
209-211 MAIN STREET 8.875 1,247.48
70
8.625 1,247.48
177,000.00
KEYPORT NJ 07735 1 12/28/94
00
0380090820 05 02/01/95
0
240191 O 01/01/10
0
1383214 356/356 F 272,000.00
ZZ
WINKLER WILLIAM H 180 265,757.98
1
875 TRESTLE GLEN ROAD 9.000 2,758.81
80
8.750 2,758.81
340,000.00
OAKLAND CA 94610 2 07/19/94
00
2252641 05 09/01/94
0
2252641 O 08/01/09
0
1383948 047/047 F 243,750.00
ZZ
MOON KYUNG 180 241,258.15
1
7757 EDGEWATER COURT 9.500 2,545.30
75
9.250 2,545.30
325,000.00
LITTLETON CO 80124 1 11/18/94
00
10880188-2 05 01/01/95
0
10880188 O 12/01/09
0
1384395 562/562 F 130,000.00
ZZ
BEN-REUVEN MEYER 180 126,708.49
1
250 SOUTH END AVENUE UNIT 8-B 8.625 1,289.71
60
8.375 1,289.71
218,000.00
NEW YORK NY 10280 1 06/15/94
00
444737 06 08/01/94
0
444737 O 07/01/09
0
1385300 635/728 F 135,800.00
T
AGOSTI GIANFRANC 180 123,917.35
1
35 IRONWOOD DRIVE 7.125 1,230.12
70
6.955 1,230.12
194,000.00
1
COLLEGEVILLE PA 19426 1 01/03/94
00
0380037144 03 03/01/94
0
3423720 O 02/01/09
0
1385713 686/686 F 102,200.00
ZZ
ERVIN CHARLES L 180 99,527.57
1
2182 NE RIDGEWOOD DRIVE 8.250 991.49
70
8.125 991.49
146,000.00
POULSBO WA 98370 5 06/21/94
00
30816241111 05 08/01/94
0
30816241111 O 07/01/09
0
1385888 560/560 F 1,157,000.00
ZZ
LEVINSON FRED 180 1,100,743.20
1
12 E 82ND ST 8.000 11,056.89
43
7.875 11,056.89
2,750,000.00
NEW YORK NY 10028 2 11/30/93
00
221224298 07 01/01/94
0
221224298 O 12/01/08
0
1385903 560/560 F 228,000.00
ZZ
HOLDEN JOHN D 180 220,842.48
1
1312 KINGS COACH CIRCLE 7.375 2,097.43
80
7.250 2,097.43
285,000.00
GRAND BLANC MI 48439 1 05/27/94
00
221471238 05 07/01/94
0
221471238 O 06/01/09
0
1385959 028/728 F 170,000.00
T
EUKSUZIAN SARKIS 180 165,741.93
1
1 RIGGS LANE AKA 1060A 8.750 1,699.07
64
LONG BEACH BLVD 8.580 1,699.07
266,000.00
NORTH BEACH NJ 08008 2 06/29/94
00
0380040932 05 08/01/94
0
330957 O 07/01/09
0
1385963 028/728 F 128,000.00
ZZ
ARNOLD WILLIAM D 180 124,759.19
1
5459 HEDGEROW DRIVE 8.625 1,269.86
74
8.455 1,269.86
175,000.00
INDIANAPOLIS IN 46226 5 06/24/94
00
0380037094 05 08/01/94
0
345180 O 07/01/09
0
1
1386357 477/477 F 100,000.00
ZZ
SINIBALDI KURT S 180 97,523.75
1
925 & 941 CLARANE AVENUE 8.500 984.74
67
8.250 984.74
150,000.00
STOCKTON CA 95207 1 07/26/94
00
65032 05 09/01/94
0
65032 O 08/01/09
0
1387356 073/728 F 124,250.00
ZZ
ZEFI FRANK 180 122,242.56
2
3421 WHITE PLAINS RD 9.000 1,260.23
70
8.750 1,260.23
177,500.00
BRONX NY 10467 1 09/29/94
00
0380074493 05 11/01/94
0
441773970 O 10/01/09
0
1387761 201/201 F 251,250.00
ZZ
VARELIS CAROL 180 248,026.58
1
14 ANDERSON DRIVE 9.500 2,623.62
75
COUNTY OF PASSAIC 9.250 2,623.62
335,000.00
CITY OF CLIFTON NJ 07013 5 10/07/94
00
1500775265 05 12/01/94
0
1500775265 O 11/01/09
0
1387830 450/450 F 268,000.00
T
WOLF RAYMOND P 180 261,792.32
1
38614 DEERWOOD 8.250 2,599.98
80
8.125 2,599.98
335,000.00
FARMINGTON HILL MI 48167 1 07/26/94
00
3425683 03 09/01/94
0
3425683 O 08/01/09
0
1389439 372/728 F 500,000.00
ZZ
BLONDER RONALD D 180 490,829.11
1
4915 LANGDALE WAY 8.750 4,997.24
76
8.500 4,997.24
661,718.00
COLORADO SPRING CO 80906 4 10/04/94
00
0380078726 05 11/01/94
0
6619464 O 10/01/09
0
1390218 074/074 F 119,000.00
ZZ
PEREIRA PATRICIA 180 113,207.37
117
1
54 WEST 16TH STREET 8.375 1,163.14
75
APT#15D 8.125 1,163.14
160,000.00
NEW YORK NY 10011 2 07/19/94
00
60032719 11 09/01/94
0
60032719 O 08/01/09
0
1390851 A06/728 F 642,250.00
ZZ
JENKINS JAMES E 180 635,610.29
1
2329 HERON WOOD DRIVE 9.375 6,658.18
80
9.125 6,658.18
802,825.00
BLOOMFIELD HILL MI 48303 1 11/17/94
00
0380078452 03 01/01/95
0
001000940003429 O 12/01/09
0
1391245 637/728 F 560,000.00
ZZ
GOLDBERG ROBERT P 180 552,150.16
1
23 SHAWANDASEE ROAD 8.500 5,514.55
80
8.330 5,514.55
700,000.00
WATERFORD CT 06385 1 10/03/94
00
0380075060 05 12/01/94
0
4053690 O 11/01/09
0
1392132 686/686 F 216,000.00
ZZ
LUNA ROBERTO 180 211,786.19
1
1707 HEATHER HILL ROAD 8.650 2,146.08
80
HACIENDA HEIGHTS AREA 8.400 2,146.08
270,000.00
CO. OF LOS ANGE CA 91745 5 08/17/94
00
30816173876 05 10/01/94
0
30816173876 O 09/01/09
0
1392869 637/728 F 280,000.00
ZZ
GILLISS CHARLES M 180 276,160.45
1
1989 HIDDEN CANYON WAY 8.750 2,798.46
67
8.500 2,798.46
420,000.00
PRESCOTT AZ 86301 4 10/20/94
00
0380078957 03 12/01/94
0
3121266 O 11/01/09
0
1392871 575/728 F 297,000.00
ZZ
BAGLEY SAMUEL L 180 286,368.08
1
4733 SUNSET TERRACE 8.750 2,968.36
90
8.580 2,968.36
330,000.00
ROYALTON NY 14067 4 08/23/94
14
0380067026 05 10/01/94
20
1
456004916 O 09/01/09
0
1392942 635/728 F 275,000.00
ZZ
ROCCO RAYMOND 180 271,180.73
1
6 MAY COURT 8.875 2,768.83
35
8.625 2,768.83
800,000.00
MAHWAH NJ 07430 4 10/26/94
00
0380081225 05 12/01/94
0
606044600 O 11/01/09
0
1393036 597/728 F 150,000.00
ZZ
WONG CHIT M 180 148,733.41
1
55 ROEHRS DRIVE 8.375 1,466.14
66
8.205 1,466.14
228,000.00
WALLINGTON NJ 07057 1 12/09/94
00
0380085499 05 02/01/95
0
340293 O 01/01/10
0
1393980 003/728 F 210,600.00
ZZ
AGUILAR ADORABLE S 180 207,044.90
1
1076 TALON TRACE 8.500 2,073.86
95
8.330 2,073.86
221,715.00
LAWRENCEVILLE GA 30243 1 09/30/94
12
0380072158 03 11/01/94
25
0061056118 O 10/01/09
0
1394057 406/728 F 400,000.00
ZZ
APPELBAUM DAVID M 180 394,268.94
1
170 SANDRINGHAM ROAD 8.250 3,880.56
62
8.080 3,880.56
650,000.00
BRIGHTON NY 14610 1 10/19/94
00
0380075193 05 12/01/94
0
2867554 O 11/01/09
0
1394185 375/375 F 262,500.00
ZZ
HUI RICHARD 180 258,164.72
1
627 CACTUS FLOWER 8.750 2,623.55
74
8.500 2,623.55
356,714.00
SAN ANTONIO TX 78260 4 09/28/94
00
360947 03 11/01/94
0
360947 O 10/01/09
0
1
1394248 375/728 F 250,000.00
ZZ
STERLING THOMAS S 180 244,140.55
1
9 FOUR WINDS ROAD 7.875 2,371.13
84
7.705 2,371.13
300,000.00
PITTSBURGH PA 15214 2 08/25/94
04
0380072026 05 10/01/94
12
0101704541 O 09/01/09
0
1394324 A17/728 F 339,000.00
ZZ
ZINKOWSKI PATRICIA A 180 335,211.91
1
155 BAY ROAD 8.500 3,338.27
78
8.330 3,338.27
439,000.00
DUXBURY MA 02332 1 11/22/94
00
0380080136 05 01/01/95
0
1394324 O 12/01/09
0
1394337 491/491 F 300,000.00
ZZ
TRAN THANH V 180 294,880.21
1
18662 JOCKEY CIRCLE 8.375 2,932.28
55
8.125 2,932.28
550,000.00
HUNTINGTON BEAC CA 92647 1 09/19/94
00
3938298 03 11/01/94
0
3938298 O 10/01/09
0
1394409 664/728 F 220,000.00
ZZ
CHO JAE S 180 216,406.26
1
3141 CHADNEY DRIVE 8.875 2,215.06
80
8.705 2,215.06
275,000.00
GLENDALE CA 91206 1 09/13/94
00
0380073560 05 11/01/94
0
1886167 O 10/01/09
0
1394412 032/728 F 273,500.00
ZZ
KANG GERALD J 180 270,356.93
1
7140 KUKII STREET 8.500 2,693.26
55
8.250 2,693.26
500,000.00
HONOLULU HI 96825 2 11/04/94
00
0380082413 05 01/01/95
0
2526CCD O 12/01/09
0
1394592 637/728 F 326,000.00
ZZ
MEYER SUSAN L 180 321,430.30
1
8121 TIARA COVE CIRCLE 8.500 3,210.25
80
8.250 3,210.25
407,500.00
1
LAS VEGAS NV 89128 1 10/04/94
00
0380074253 03 12/01/94
0
3173473 O 11/01/09
0
1394715 A18/728 F 84,000.00
ZZ
MITCHELL DONNA 180 83,131.60
2
3035 SOUTH FLETCHER AVENUE 9.375 870.82
70
9.125 870.82
120,000.00
FERNANDINA BEAC FL 32034 2 11/14/94
00
0380080631 05 01/01/95
0
102016 O 12/01/09
0
1394775 700/728 F 449,100.00
ZZ
BERK MARK A 180 442,873.52
1
3450 WEST ARTHUR 8.625 4,455.43
72
8.375 4,455.43
630,000.00
LINCOLNWOOD IL 60645 2 10/17/94
00
0380076670 05 12/01/94
0
1092907 O 11/01/09
0
1394861 074/074 F 215,000.00
ZZ
PARK JONG Y 180 210,230.71
1
2224 PHILLIPS 8.750 2,148.82
55
8.125 2,148.82
395,000.00
GLENVIEW IL 60025 1 07/28/94
00
9746240 05 09/01/94
0
9746240 O 08/01/09
0
1394862 074/074 F 250,000.00
ZZ
KIM KWANG H 180 245,165.28
1
3310 GLENLAKE DRIVE 8.750 2,498.63
55
8.125 2,498.63
455,291.00
GLENVIEW IL 60025 1 08/29/94
00
9746283 05 10/01/94
0
9746283 O 09/01/09
0
1394863 074/074 F 247,000.00
ZZ
KIM KEY M 180 242,118.15
1
2825 FARMINGTON ROAD 8.500 2,432.31
65
8.125 2,432.31
380,000.00
NORTHBROOK IL 60062 1 08/25/94
00
9746410 05 10/01/94
0
9746410 O 09/01/09
0
1
1394864 074/074 F 180,000.00
ZZ
CALABRESE ALDO 180 176,519.01
1
18 CATON STREET 8.750 1,799.01
74
8.125 1,799.01
246,500.00
EAST NORTHPORT NY 11731 1 08/03/94
00
10246390 05 10/01/94
0
10246390 O 09/01/09
0
1394865 074/074 F 400,500.00
ZZ
MCKENZIE MICHAEL R 180 391,807.25
1
10 WESTCHESTER DRIVE 9.000 4,062.14
75
8.125 4,062.14
534,000.00
CANTON MA 02021 2 07/07/94
00
10265260 05 09/01/94
0
10265260 O 08/01/09
0
1394866 074/074 F 355,000.00
ZZ
BILOTTI RICHARD 180 349,264.49
1
10 HARBOURTON RIDGE DRIVE 9.000 3,600.65
71
8.125 3,600.65
500,000.00
HOPEWELL NJ 08534 4 09/14/94
00
10301182 05 11/01/94
0
10301182 O 10/01/09
0
1394867 074/074 F 262,500.00
ZZ
MASSARAT KASRA 180 256,677.04
1
4998 NFORT VERDE TRAIL 8.750 2,623.56
72
8.125 2,623.56
365,000.00
TUCSON AZ 85715 5 07/25/94
00
10338069 03 09/01/94
0
10338069 O 08/01/09
0
1394868 074/074 F 400,000.00
ZZ
GLASS IRV 180 351,161.98
1
269 CEDAR COURT 8.500 3,938.96
62
8.125 3,938.96
650,000.00
WYCKOFF NJ 07481 1 08/12/94
00
10350144 05 10/01/94
0
10350144 O 09/01/09
0
1394869 074/074 F 350,000.00
ZZ
O'HARA JR JOHN C 180 342,129.55
1
1
18 ROLLING HILL ROAD 8.750 3,498.07
44
8.125 3,498.07
807,000.00
PRINCETON NJ 08558 1 07/06/94
00
10355160 05 09/01/94
0
10355160 O 08/01/09
0
1394870 074/074 F 203,200.00
ZZ
FELD STEVEN E 180 196,612.77
1
4 JUNIPER POINT 9.125 2,076.13
55
8.125 2,076.13
370,000.00
KITTERY ME 03904 1 07/18/94
00
10364987 05 09/01/94
0
10364987 O 08/01/09
0
1394872 074/074 F 359,300.00
ZZ
TRAMMELL ROBERT D 180 352,427.14
1
1013 DUNE ALLEN DRIVE 8.875 3,617.59
60
8.125 3,617.59
600,000.00
SANTA ROSA BEAC FL 32459 4 08/30/94
00
10387905 05 10/01/94
0
10387905 O 09/01/09
0
1394873 074/074 F 330,000.00
ZZ
OTA DAVID M 180 323,548.25
1
3041 PICKET POST 8.625 3,273.87
73
8.125 3,273.87
455,000.00
COLUMBIA MO 65203 4 09/01/94
00
10392042 05 10/01/94
0
10392042 O 09/01/09
0
1394874 074/074 F 175,000.00
ZZ
OLIVENCIA EDGARDO 180 162,187.22
1
6767 COLLINS AVENUE #1503 9.250 1,802.50
68
8.125 1,802.50
260,000.00
MIAMI BEACH FL 33141 1 09/15/94
00
10422880 06 11/01/94
0
10422880 O 10/01/09
0
1394875 074/074 F 155,000.00
ZZ
WALMACH HAROLD E 180 152,354.73
1
105 ST. LUCIE LANE 8.375 1,515.02
62
8.125 1,515.02
250,000.00
STUART FL 34994 5 09/16/94
00
10442300 05 11/01/94
0
1
10442300 O 10/01/09
0
1394876 074/074 F 350,000.00
ZZ
EMMONS HAMILTON 180 343,157.21
1
16800 SOUTH WOODLAND 8.625 3,472.29
57
8.125 3,472.29
620,000.00
SHAKER HEIGHTS OH 44120 1 08/12/94
00
30800028 05 10/01/94
0
30800028 O 09/01/09
0
1394877 074/074 F 280,000.00
ZZ
YOUSIF ASAAD 180 274,702.34
1
6634 TORYBROOKE CIRCLE 9.000 2,839.95
73
8.125 2,839.95
385,000.00
WEST BLOOMFIELD MI 48323 1 08/09/94
00
32402048 05 10/01/94
0
32402048 O 09/01/09
0
1394878 074/074 F 305,600.00
ZZ
LOUDERMILK ARVIN 180 299,754.31
1
2626 E. ARIZONA BILTMORE 8.875 3,076.92
80
CIR #41 8.125 3,076.92
382,000.00
PHOENIX AZ 85016 1 08/10/94
00
32803730 03 10/01/94
0
32803730 O 09/01/09
0
1394879 074/074 F 244,000.00
ZZ
TYLKOWSKI CHESTER M 180 239,108.60
1
640 LAKESHORE DRIVE 8.625 2,420.68
80
8.125 2,420.68
305,000.00
LEXINGTON KY 40502 1 08/19/94
00
33000731 03 10/01/94
0
33000731 O 09/01/09
0
1394880 074/074 F 370,000.00
ZZ
BOYADJIAN JUAN C 180 362,999.53
1
3000 ISLAND BLVD, UNIT TH5 9.000 3,752.79
65
8.125 3,752.79
570,000.00
MIAMI FL 33160 1 08/30/94
00
33503914 06 10/01/94
0
33503914 O 09/01/09
0
1
1394881 074/074 F 236,700.00
ZZ
BRENNAN JAMES G 180 232,021.73
1
31 MANN HILL ROAD 8.500 2,330.88
90
8.125 2,330.88
263,000.00
SCITUATE MA 02066 1 09/02/94
10
33707798 05 10/01/94
17
33707798 O 09/01/09
0
1394882 074/074 F 250,000.00
ZZ
SMITH ROBERT 180 245,004.92
1
34 TARA DRIVE 8.375 2,443.57
54
8.125 2,443.57
470,000.00
EAST HILLS NY 11576 5 08/17/94
00
60027480 05 10/01/94
0
60027480 O 09/01/09
0
1394883 074/074 F 200,000.00
ZZ
KENIN MICHAEL 180 196,696.89
188
200 EAST END AVENUE #10M 8.750 1,998.90
56
8.125 1,998.90
358,000.00
NEW YORK NY 10128 2 08/29/94
00
60034656 12 11/01/94
0
60034656 O 10/01/09
0
1394884 074/074 F 230,800.00
ZZ
MALINOV VLADIMIR 180 226,188.58
1
77 PARK AVENUE 8.375 2,255.90
80
UNIT #14G 8.125 2,255.90
288,500.00
NEW YORK NY 10016 1 08/19/94
00
60045517 06 10/01/94
0
60045517 O 09/01/09
0
1394885 074/074 F 125,000.00
ZZ
BERNSTEIN MARK 180 122,450.86
1
517 GREEN PLACE 8.250 1,212.68
42
8.125 1,212.68
300,000.00
WOODMERE NY 11598 1 08/30/94
00
60047909 05 10/01/94
0
60047909 O 09/01/09
0
1394886 074/074 F 331,200.00
T
HUT PIETER 180 325,547.73
1
104 WEST 70TH STREET #10D/E 8.375 3,237.24
80
8.125 3,237.24
414,000.00
1
NEW YORK, NY NY 10023 1 09/02/94
00
60048388 06 11/01/94
0
60048388 O 10/01/09
0
1394887 074/074 F 246,000.00
T
LEFKOWSKI LAWRENCE 180 241,937.16
1
212 BEACH WALK 8.750 2,458.65
80
SALTAIRE 8.125 2,458.65
307,500.00
FIRE ISLAND NY 11706 1 09/30/94
00
60048741 05 11/01/94
0
60048741 O 10/01/09
0
1394888 074/074 F 225,000.00
ZZ
NESJE BERNT 180 221,364.84
1
9 TRAIL ROAD 9.000 2,282.10
90
8.125 2,282.10
250,000.00
HAMPTON BAYS NY 11946 1 09/07/94
04
60049868 05 11/01/94
17
60049868 O 10/01/09
0
1394890 074/074 F 225,000.00
ZZ
SOFRONIS ARIS 180 221,160.15
2
146-30 22ND AVENUE 8.375 2,199.21
75
8.125 2,199.21
300,000.00
WHITESTONE NY 11357 2 09/01/94
00
60052614 05 11/01/94
0
60052614 O 10/01/09
0
1394891 074/074 F 225,000.00
ZZ
BLANK CRAIG 180 221,740.90
2
215-02 23RD ROAD 8.125 2,166.49
75
8.000 2,166.49
300,000.00
BAYSIDE NY 11360 1 10/04/94
00
60054482 05 12/01/94
0
60054482 O 11/01/09
0
1394892 074/074 F 300,000.00
ZZ
SOUKERAS CHRISTINE 180 295,976.09
1
39 VERNON DRIVE 9.000 3,042.80
75
8.125 3,042.80
400,000.00
SCARSDALE NY 10583 1 10/06/94
00
60058122 05 12/01/94
0
60058122 O 11/01/09
0
1
1396975 637/728 F 436,000.00
ZZ
ROGER VICENTE E 180 429,888.34
1
2817 COLUMBUS BOULEVARD 8.500 4,293.47
80
8.250 4,293.47
545,000.00
CORAL GABLES FL 33134 1 10/20/94
00
0380075839 05 12/01/94
0
2893709 O 11/01/09
0
1396995 369/369 F 293,000.00
T
NEWBERRY MARTHA T 180 288,847.62
1
GULF BEACH DRIVE 8.375 2,863.86
75
8.125 2,863.86
395,000.00
ST GEORGE ISLAN FL 32328 4 10/11/94
00
48571665 05 12/01/94
0
48571665 O 11/01/09
0
1396996 686/686 F 140,000.00
ZZ
HAGEN FRANCIS A 180 138,058.95
1
10024 DENSMORE AVENUE N 8.625 1,388.92
80
8.375 1,388.92
175,000.00
SEATTLE WA 98133 5 09/28/94
00
30816443709 05 12/01/94
0
30816443709 O 11/01/09
0
1397053 635/728 F 193,500.00
ZZ
SCHAD CHARLES L 180 191,477.05
1
1236 MAIN ST 9.250 1,991.49
71
9.000 1,991.49
275,000.00
SOUTH WINDSOR CT 06074 2 11/25/94
00
0380084906 05 01/01/95
0
6052708 O 12/01/09
0
1397122 757/757 F 236,475.00
ZZ
SPARKES MARY L 180 233,232.29
1
27 HICKORY GROVE WAY 8.750 2,363.45
90
8.625 2,363.45
265,000.00
SAVANNAH GA 31405 1 10/25/94
12
2284917 03 12/01/94
17
2284917 O 11/01/09
0
1397141 450/450 F 255,600.00
ZZ
YANIKOSKI RICHARD A 180 251,816.34
1
1
19828 SCHOOLHOUSE ROAD 7.875 2,424.24
90
7.625 2,424.24
284,000.00
NEW LENOX IL 60451 1 10/25/94
14
3712627 05 12/01/94
17
3712627 O 11/01/09
0
1397143 450/450 F 50,000.00
ZZ
LAFATA JOHN D 180 49,283.56
1
6540 CHURCH 8.250 485.08
59
8.000 485.08
85,000.00
TOWNSHIP MI 48023 1 10/14/94
00
3647658 05 12/01/94
0
3647658 O 11/01/09
0
1397144 450/450 F 300,000.00
ZZ
DION GARY W 174 290,607.50
1
1070 GUNN RD 6.750 2,707.85
71
6.625 2,707.85
425,000.00
OAKLAND TWP MI 48306 4 06/06/94
00
3055290 05 08/01/94
0
3055290 O 01/01/09
0
1397177 560/560 F 524,800.00
ZZ
STEIN ROBERT W 120 439,298.68
1
347 W. 57TH STREET, APT PH-A 7.750 6,298.16
70
7.580 6,298.16
750,000.00
NEW YORK NY 10019 2 12/04/92
00
220573042 01 02/01/93
0
220573042 O 01/01/03
0
1397178 560/560 F 46,400.00
ZZ
WEHMEYER PEGGY L 180 43,111.60
1
30 CRESTBRIAR COURT 8.125 446.78
80
7.955 446.78
58,000.00
BAYTOWN TX 77521 2 04/19/93
00
220738462 05 06/01/93
0
220738462 O 05/01/08
0
1397180 560/560 F 219,000.00
ZZ
LITT ERIC E 180 213,105.76
1
4936 MANCHESTER COURT 8.125 2,108.71
80
7.955 2,108.71
274,565.00
ROCHESTER MI 48306 1 06/06/94
00
221480387 03 08/01/94
0
1
221480387 O 07/01/09
0
1397181 560/560 F 340,000.00
ZZ
SCUDIERI COSMO 180 331,109.48
1
1062 82ND STREET 8.250 3,298.48
76
8.080 3,298.48
450,000.00
BROOKLYN NY 11228 2 06/24/94
00
221499874 05 08/01/94
0
221499874 O 07/01/09
0
1397182 560/560 F 250,000.00
ZZ
MAMPILLY ANTONY F 180 243,321.71
1
510 CROYDON LANE 8.000 2,389.13
73
7.830 2,389.13
344,220.00
ALPHARETTA GA 30202 1 06/30/94
00
221503303 05 08/01/94
0
221503303 O 07/01/09
0
1397183 560/560 F 275,000.00
ZZ
KNIGHT KEVIN C 180 268,351.41
1
1602 MASTERS WAY 7.750 2,588.51
61
7.580 2,588.51
456,095.00
CHADDS FORD PA 19317 1 07/06/94
00
221506447 05 09/01/94
0
221506447 O 08/01/09
0
1397184 560/560 F 114,000.00
ZZ
KAPLAN MORTON 180 111,415.82
1
7413 NEWMANS LANE 8.500 1,122.60
70
8.330 1,122.60
165,000.00
CHARLOTTE NC 28270 2 06/30/94
00
221506454 03 09/01/94
0
221506454 O 08/01/09
0
1397185 560/560 F 260,000.00
ZZ
KIDD SR PAUL H 180 254,042.17
1
624 LOOP ROAD 8.375 2,541.31
65
8.205 2,541.31
405,000.00
MONROE LA 71201 5 07/01/94
00
221507585 05 09/01/94
0
221507585 O 08/01/09
0
1
1397186 560/560 F 300,000.00
ZZ
SAULS JOHN 120 286,122.15
1
118 UPDIKE'S MILL ROAD 7.375 3,541.51
60
7.205 3,541.51
500,000.00
MONTGOMERY TWSP NJ 08502 1 07/08/94
00
221508070 05 09/01/94
0
221508070 O 08/01/04
0
1397187 560/560 F 400,000.00
ZZ
VETROMILE GERARD F 180 390,134.94
1
105 TAHOE DRIVE 7.750 3,765.10
54
7.580 3,765.10
745,000.00
ZEPHYR COVE NV 89448 1 07/01/94
00
221508443 05 09/01/94
0
221508443 O 08/01/09
0
1397188 560/560 F 211,000.00
ZZ
RADKE MICHAEL 180 206,112.61
1
4577 CLEARVIEW DRIVE 8.250 2,047.00
72
8.080 2,047.00
295,000.00
CLARKSTON MI 48348 5 07/07/94
00
221509482 05 09/01/94
0
221509482 O 08/01/09
0
1397189 560/560 F 300,000.00
R
KELLY SARAH A 180 292,512.26
1
11 BEECHWOOD LANE 7.375 2,759.77
80
7.205 2,759.77
375,000.00
WESTPORT CT 06880 1 07/13/94
00
221510167 05 09/01/94
0
221510167 O 08/01/09
0
1397190 560/560 F 260,000.00
ZZ
MARIS MARK T 180 253,912.62
1
1412 SUGAR MILL CT 8.125 2,503.49
74
7.955 2,503.49
356,000.00
RUSSIAVILLE IN 46979 1 07/15/94
00
221511496 03 09/01/94
0
221511496 O 08/01/09
0
1397191 560/560 F 200,000.00
ZZ
HANLEY, ROBERT E 180 195,515.11
1
4829 COUNTY ROAD 154 8.625 1,984.16
40
8.455 1,984.16
500,000.00
1
GLENWOOD SPGS. CO 81601 1 07/15/94
00
221512999 05 09/01/94
0
221512999 O 08/01/09
0
1397192 560/560 F 100,000.00
ZZ
BATTEN GEORGE V 180 96,888.69
1
2311 BUFFALOE ROAD 8.375 977.43
68
8.205 977.43
148,500.00
GARNER NC 27529 1 07/18/94
00
221513229 05 09/01/94
0
221513229 O 08/01/09
0
1397193 560/560 F 200,000.00
ZZ
LI KUN S 180 195,417.07
1
900 PALISADE AVENUE, UNIT 7A 8.375 1,954.85
69
8.205 1,954.85
291,000.00
FORT LEE NJ 07024 1 07/22/94
00
221516990 01 09/01/94
0
221516990 O 08/01/09
0
1397194 560/560 F 224,400.00
ZZ
ITTI SAKDA 180 214,470.50
1
16115 NE 42ND CT 9.250 2,309.51
57
9.080 2,309.51
398,500.00
REDMOND WA 98052 6 07/22/94
00
221520000 05 09/01/94
0
221520000 O 08/01/09
0
1397195 560/560 F 321,600.00
ZZ
KIRKUP RUBY E 180 313,214.76
1
32 SAPPHIRE DRIVE 8.250 3,119.97
80
8.080 3,119.97
402,569.00
WEST WINDSOR NJ 08807 1 07/29/94
00
221522238 05 09/01/94
0
221522238 O 08/01/09
0
1397196 560/560 F 200,000.00
ZZ
KARIM IQBAL A 180 190,359.15
1
197 STRATFORD STREET 8.375 1,954.85
72
8.205 1,954.85
280,000.00
ROSLYN HEIGHTS NY 11577 1 08/05/94
00
221528136 05 10/01/94
0
221528136 O 09/01/09
0
1
1397197 560/560 F 395,250.00
ZZ
HART BRUCE 180 387,180.23
1
699 MILITA HILL DRIVE 8.125 3,805.79
80
7.955 3,805.79
495,000.00
WEST CHESTER PA 19382 1 08/08/94
00
221528771 03 10/01/94
0
221528771 O 09/01/09
0
1397199 560/560 F 288,000.00
ZZ
FURMAN RICHARD A 180 282,119.94
1
105 MUIRFIELD DRIVE 8.125 2,773.10
80
7.955 2,773.10
363,512.00
BLUE BELL PA 19422 1 08/10/94
00
221529837 05 10/01/94
0
221529837 O 09/01/09
0
1397200 560/560 F 342,800.00
ZZ
SHAVER MARK D 180 335,950.80
1
997 GALAXY WAY 8.375 3,350.62
80
8.205 3,350.62
430,000.00
INCLINE VILLAGE NV 89450 2 08/08/94
00
221531700 05 10/01/94
0
221531700 O 09/01/09
0
1397201 560/560 F 284,000.00
T
BENDER GARY N 180 278,447.60
1
1005 FOUR O'CLOCK ROAD 8.625 2,817.51
80
8.455 2,817.51
355,000.00
BRECKENRIDGE CO 80424 1 08/26/94
00
221541873 03 10/01/94
0
221541873 O 09/01/09
0
1397202 560/560 F 170,000.00
ZZ
YUAN KE C 180 166,818.68
1
17013 ASHBURTON DRIVE 9.125 1,736.92
72
8.955 1,736.92
238,000.00
LOUISVILLE KY 40245 1 08/29/94
00
221542418 05 10/01/94
0
221542418 O 09/01/09
0
1397203 560/560 F 260,000.00
ZZ
CONNELLY GARY P 180 254,156.55
1
1
30892 LA MER 7.000 2,336.95
60
6.830 2,336.95
440,000.00
LAGUNA NIGUEL CA 92677 1 08/19/94
00
221543440 03 10/01/94
0
221543440 O 09/01/09
0
1397204 560/560 F 35,000.00
ZZ
TRAN KHANG 120 33,651.87
1
5170 ARBOR VIEW WAY 8.250 429.28
35
8.080 429.28
101,875.00
SUGAR HILL GA 30518 1 08/31/94
00
221547417 05 10/01/94
0
221547417 O 09/01/04
0
1397205 560/560 F 288,000.00
ZZ
TOLEDO LUIS A 180 283,295.51
1
575 KING STREET 8.875 2,899.71
82
8.705 2,899.71
355,000.00
PORT CHESTER NY 10573 2 09/08/94
14
221555469 05 11/01/94
17
221555469 O 10/01/09
0
1397206 560/560 F 240,000.00
ZZ
KIM STEVE N 180 236,036.28
1
10 FIREBRICK ROAD 8.750 2,398.68
71
8.580 2,398.68
342,645.00
SHARON MA 02067 1 09/16/94
00
221557838 05 11/01/94
0
221557838 O 10/01/09
0
1397207 560/560 F 100,000.00
ZZ
UENG STELLA 180 98,366.52
1
16324 NW 11TH STREET 8.875 1,006.84
59
8.705 1,006.84
171,900.00
PEMBROKE PINES FL 33028 1 09/22/94
00
221560550 03 11/01/94
0
221560550 O 10/01/09
0
1397208 560/560 F 100,000.00
ZZ
MITTERLEHNER WALTER D 180 98,255.93
1
3081 OAK BEND CIRCLE 8.125 962.88
40
7.955 962.88
250,000.00
BRENHAM TX 77833 1 09/23/94
00
221560873 05 11/01/94
0
1
221560873 O 10/01/09
0
1397209 560/560 F 70,000.00
ZZ
CAVALIERI VITO 180 68,599.02
1
9145 PICOT COURT 8.375 684.20
38
8.205 684.20
188,900.00
BOYNTON BEACH FL 33437 1 09/23/94
00
221561582 03 11/01/94
0
221561582 O 10/01/09
0
1397210 560/560 F 100,000.00
ZZ
THIND REWAL 180 98,244.17
1
9 MATTHEW COURT 8.375 977.43
58
8.205 977.43
173,000.00
BORDENTOWN NJ 08505 1 09/28/94
00
221564313 03 11/01/94
0
221564313 O 10/01/09
0
1397211 560/560 F 270,000.00
ZZ
NASH CLAUDE 180 265,499.85
1
318 NOTTINGHAM DRIVE 9.000 2,738.52
71
8.830 2,738.52
385,000.00
SPRING CITY PA 19475 1 09/30/94
00
450002571 05 11/01/94
0
450002571 O 10/01/09
0
1397212 560/560 F 335,300.00
ZZ
TANG EDDIE S 180 330,282.50
1
3049 MIWOK WAY 7.750 3,156.10
70
7.580 3,156.10
479,000.00
CLAYTON CA 94517 1 10/04/94
00
450003272 05 12/01/94
0
450003272 O 11/01/09
0
1397213 560/560 F 160,000.00
ZZ
CHANG KEOL K 180 157,805.97
1
41 RACHAEL DRIVE 8.750 1,599.12
72
8.580 1,599.12
223,000.00
MARLBORO NJ 07751 1 10/07/94
00
450006424 05 12/01/94
0
450006424 O 11/01/09
0
1
1397214 560/560 F 350,000.00
ZZ
WALD SHELDON S 180 345,039.84
1
13451 EAST SAHUARO SUNSET 8.375 3,420.99
76
8.205 3,420.99
464,942.00
TUCSON AZ 85749 1 09/19/94
00
450008438 03 12/01/94
0
450008438 O 11/01/09
0
1397215 560/560 F 41,500.00
ZZ
BOSCH JOSEPH A 180 40,897.69
1
LOT 2606 8.500 408.67
46
8.330 408.67
91,500.00
GREENTOWN PA 18426 1 10/14/94
00
450009675 03 12/01/94
0
450009675 O 11/01/09
0
1397463 369/369 F 300,000.00
ZZ
HOWE CHARLES 180 295,794.74
1
940 SHORELINE CIRCLE 8.500 2,954.22
80
8.250 2,954.22
375,000.00
CICERO IN 46034 4 10/25/94
00
48238042 05 12/01/94
0
48238042 O 11/01/09
0
1397468 363/363 F 488,000.00
ZZ
LAUFMAN LESLIE R 180 481,526.61
1
4272 DUBLIN RD 9.125 4,985.97
80
9.000 4,985.97
610,000.00
COLUMBUS OH 43221 1 10/31/94
00
8114003856 05 12/01/94
0
8114003856 O 11/01/09
0
1397496 526/728 F 252,000.00
ZZ
RODRIGUEZ CARMEN S 180 249,423.80
1
7855 SW 84TH COURT 9.500 2,631.45
80
9.250 2,631.45
315,000.00
MIAMI FL 33143 1 11/23/94
00
0380084708 05 01/01/95
0
00000956 O 12/01/09
0
1397538 375/375 F 208,800.00
ZZ
KUMAR SURESH 180 205,197.67
1
328 ST MARKS AVENUE 8.250 2,025.65
90
8.000 2,025.65
232,000.00
1
PISCATAWAY NJ 08854 1 09/09/94
04
454266 05 11/01/94
17
454266 O 10/01/09
0
1397542 180/728 F 540,000.00
ZZ
STACEY JOHN A 180 534,291.22
1
30861 VIA COLINAS 9.125 5,517.27
75
8.875 5,517.27
720,000.00
COTO DE CAZA AR CA 92679 1 11/22/94
00
0380086554 03 01/01/95
0
2966174 O 12/01/09
0
1397545 375/375 F 70,000.00
ZZ
BYRNE ROBERT B 180 68,805.38
1
13566 CAMINO DE PLATO COURT 8.375 684.20
42
8.125 684.20
170,000.00
CORPUS CHRISTI TX 78418 1 10/03/94
00
364281 05 11/01/94
0
364281 O 10/01/09
0
1397548 375/375 F 203,700.00
ZZ
BARZILLA TERRY J 180 200,844.67
1
3310 CRYSTAL CREEK DRIVE 8.500 2,005.91
70
8.250 2,005.91
291,000.00
SUGAR LAND TX 77478 1 10/10/94
00
363736 05 12/01/94
0
363736 O 11/01/09
0
1397549 375/375 F 239,000.00
ZZ
MORTER JAMES R 180 235,823.04
1
2985 BOOTH CIRCLE DRIVE WEST 9.250 2,459.77
58
9.000 2,459.77
415,000.00
VAIL CO 81657 5 10/03/94
00
365081 05 12/01/94
0
365081 O 11/01/09
0
1397587 375/728 F 245,800.00
ZZ
LOWERY THOMAS A 180 241,559.35
1
28585 S W CASCADE LOOP 8.250 2,384.60
90
8.000 2,384.60
273,125.00
WILSONVILLE OR 97070 4 09/20/94
10
0380080789 03 11/01/94
17
1431948909 O 10/01/09
0
1
1397645 771/728 F 373,000.00
ZZ
MROZ JANUSZ B 180 369,056.72
1
1070 LAMPLIGHTER ROAD 9.125 3,811.00
90
8.875 3,811.00
415,000.00
NISKAYUNA NY 12309 1 11/08/94
04
0380081415 05 01/01/95
25
940374 O 12/01/09
0
1397655 686/686 F 100,000.00
ZZ
JORGE MERCEDES 180 98,643.75
1
902 NW 180TH AVENUE 8.875 1,006.85
44
8.625 1,006.85
230,000.00
PEMBROKE PINES FL 33029 1 10/25/94
00
30816386957 03 12/01/94
0
30816386957 O 11/01/09
0
1397658 686/686 F 103,100.00
ZZ
JAY TONY 180 101,777.26
1
2252 DARTFORD DRIVE 9.500 1,076.60
75
9.250 1,076.60
137,500.00
DUNWOODY GA 30338 1 10/21/94
00
30816387401 05 12/01/94
0
30816387401 O 11/01/09
0
1397659 686/686 F 121,100.00
ZZ
MEADE GISELA N 180 119,424.67
1
1245 MEADOWOOD DRIVE 8.650 1,203.20
75
8.400 1,203.20
161,500.00
LAKELAND FL 33809 1 10/07/94
00
30816040570 05 12/01/94
0
30816040570 O 11/01/09
0
1397732 637/728 F 151,000.00
ZZ
LADLEE ERNEST L 180 149,776.62
1
514 RIDGE ROAD 9.500 1,576.78
63
9.250 1,576.78
240,000.00
FREDON NJ 07860 2 12/19/94
00
0380089095 05 02/01/95
0
4025557 O 01/01/10
0
1397761 028/728 F 168,750.00
ZZ
SANS RENEE M 180 166,410.37
1
1
21845 BOONES BOROUGH DRIVE 8.625 1,674.14
75
8.375 1,674.14
225,000.00
BEND OR 97701 5 10/20/94
00
0380079773 03 12/01/94
0
166030 O 11/01/09
0
1397783 052/052 F 750,000.00
ZZ
STAFFORD JEFFREY D 180 737,613.40
75
239 CENTRAL PARK WEST,#12A 8.750 7,495.87
50
8.500 7,495.87
1,500,000.00
NEW YORK NY 10024 1 09/29/94
00
284892 12 11/01/94
0
284892 O 10/01/09
0
1397787 052/052 F 160,000.00
ZZ
CHO JOON 120 155,499.25
1
73 SOUTHLAWN AVENUE 7.875 1,930.69
44
DOBBS FERRY 7.625 1,930.69
370,000.00
T/O GREENBURGH NY 10522 1 10/28/94
00
304733 05 12/01/94
0
304733 O 11/01/04
0
1397810 232/232 F 300,000.00
ZZ
FLAXMAN NEIL 180 296,064.39
1
350 ISLA DORADA BLVD 9.250 3,087.58
25
9.000 3,087.58
1,200,000.00
CORAL GABLES FL 33143 5 10/26/94
00
859530 03 12/01/94
0
859530 O 11/01/09
0
1397890 462/462 F 100,000.00
ZZ
LONDONO JAIME 180 98,348.46
1
4811 S.W. 164TH TERRACE 8.750 999.45
55
8.500 999.45
185,000.00
FT. LAUDERDALE FL 33331 1 09/30/94
00
4318572 05 11/01/94
0
4318572 O 10/01/09
0
1397957 377/377 F 248,600.00
ZZ
SLATER MITCHELL J 180 237,004.82
1
102 STEEPLECHASE COURT 8.500 2,448.07
90
8.300 2,448.07
279,000.00
NICHOLASVILLE KY 40356 1 09/20/94
14
3365855 05 11/01/94
20
1
3365855 O 10/01/09
0
1397965 664/728 F 260,000.00
ZZ
BECKER W M 180 257,158.16
1
8 SAN CLEMENTE DRIVE 8.750 2,598.57
26
8.500 2,598.57
1,025,000.00
CARMEL VALLEY CA 93924 1 11/01/94
00
0380087669 05 01/01/95
0
000 O 12/01/09
0
1397969 757/757 F 400,000.00
ZZ
BROWN FRANK M 180 395,676.14
1
345 STANYAN PLACE 8.875 4,027.38
84
8.625 4,027.38
480,000.00
ALPHARETTA GA 30202 4 11/07/94
12
2481372 03 01/01/95
12
2481372 O 12/01/09
0
1397991 766/728 F 59,200.00
T
LABARCA CARLOS 180 58,747.90
1
530 15 STREET #201 9.500 618.18
80
9.250 618.18
74,000.00
MIAMI BEACH FL 33139 1 12/14/94
00
0380087495 01 02/01/95
0
941131 O 01/01/10
0
1397992 766/728 F 59,200.00
T
LUGO JOSE P 180 58,747.90
1
530 15 ST #202 9.500 618.18
80
9.250 618.18
74,000.00
MIAMI BEACH FL 33139 1 12/15/94
00
0380086646 01 02/01/95
0
94HC368 O 01/01/10
0
1397993 637/728 F 100,000.00
ZZ
GALLOWAY WILLIAM 180 99,183.23
1
RD #7 WORTHINGTON DRIVE EAST 8.750 999.45
69
8.500 999.45
145,000.00
CARMEL NY 10512 2 12/20/94
00
0380090549 05 02/01/95
0
92536 O 01/01/10
0
1
1398030 740/728 F 70,000.00
T
MICCA FRANCES 180 69,465.42
1
4800 WINTERSET DRIVE 9.500 730.96
58
9.250 730.96
120,845.00
LAS VEGAS NV 89130 1 12/02/94
00
0380086885 09 02/01/95
0
520265 O 01/01/10
0
1398032 047/047 F 210,000.00
ZZ
GIALLANELLA RALPH 180 207,724.16
1
134 CANDLESTICK ROAD 8.875 2,114.38
56
8.625 2,114.38
380,000.00
NORTH ANDOVER MA 01845 2 11/03/94
00
10889011-2 05 01/01/95
0
10889011 O 12/01/09
0
1398037 201/201 F 120,000.00
ZZ
MINERVINI BENITO G 180 119,030.71
1
130 TERRACE AVENUE 8.875 1,208.22
65
THE BOROUGH OF 8.625 1,208.22
185,000.00
HASBROUK HEIGHT NJ 07604 1 12/16/94
00
2800786374 05 02/01/95
0
2800786374 O 01/01/10
0
1398066 686/686 F 100,000.00
ZZ
HOLT ROGER E 120 97,880.56
1
2092 DROGHEDA LANE 8.750 1,253.27
71
8.500 1,253.27
142,200.00
MARIETTA GA 30066 1 11/15/94
00
30816385116 03 01/01/95
0
30816385116 O 12/01/04
0
1398067 686/686 F 37,500.00
ZZ
BEARD JEFFREY E 180 37,103.53
1
3924 NOTTINGHAM DRIVE 9.125 383.15
75
8.875 383.15
50,000.00
SARASOTA FL 34235 1 11/14/94
00
30816529457 05 01/01/95
0
30816529457 O 12/01/09
0
1398069 686/686 F 90,000.00
ZZ
CHO INSU 180 87,625.74
1
219-40B 64TH AVENUE 8.600 891.55
59
8.350 891.55
155,000.00
1
BAYSIDE NY 11364 1 08/05/94
00
30816085112 01 10/01/94
0
30816085112 O 09/01/09
0
1398070 686/686 F 130,000.00
ZZ
PALMASON JON T 180 128,578.61
1
7660 SE 22ND STREET 8.750 1,299.29
34
8.500 1,299.29
390,000.00
MERCER ISLAND WA 98040 5 10/31/94
00
30816497408 05 01/01/95
0
30816497408 O 12/01/09
0
1398075 334/334 F 225,000.00
ZZ
PALMER RICHARD A 180 221,880.47
1
8697 E THOROUGHBRED TRAIL 8.625 2,232.19
77
8.375 2,232.19
295,000.00
SCOTTSDALE AZ 85258 1 10/26/94
00
862836 03 12/01/94
0
862836 O 11/01/09
0
1398078 686/686 F 80,000.00
ZZ
LIN MEI L 180 79,144.76
1
1 BAYCLUB DR UNIT #18U 9.000 811.42
59
8.750 811.42
137,000.00
BAYSIDE NY 11360 1 11/15/94
00
30816086367 01 01/01/95
0
30816086367 O 12/01/09
0
1398105 562/562 F 117,000.00
ZZ
PROULX GOHARIK 180 115,817.25
2
70-25 MANSE STREET 9.625 1,230.59
65
9.375 1,230.59
180,000.00
FOREST HILLS NY 11375 1 11/22/94
00
454025 05 01/01/95
0
454025 O 12/01/09
0
1398137 131/728 F 236,000.00
ZZ
PARKER DAVID L 180 232,685.31
1
2808 RIVER PARKWAY WEST 8.625 2,341.31
80
8.375 2,341.31
295,000.00
MINNEAPOLIS MN 55406 1 11/30/94
00
0380083338 05 01/01/95
0
2571031 O 12/01/09
0
1
1398223 158/158 F 294,300.00
ZZ
SEIDMAN SCOTT 180 290,174.64
1
53 MAIN STREET 8.500 2,898.09
71
8.250 2,898.09
420,000.00
DOVER MA 02030 2 10/04/94
00
2523769 05 12/01/94
0
2523769 O 11/01/09
0
1398224 158/158 F 302,000.00
ZZ
HAIKIO ROGER V 180 296,957.43
1
3685 MERRIWEATHER LANE 8.625 2,996.08
80
8.250 2,996.08
380,000.00
ROCHESTER HILLS MI 48306 1 09/13/94
00
2523611 03 11/01/94
0
2523611 O 10/01/09
0
1398226 158/158 F 350,000.00
ZZ
MURPHY KEVIN B 180 345,200.59
1
73R WARREN AVENUE 8.750 3,498.07
70
8.250 3,498.07
505,000.00
PLYMOUTH MA 02360 1 10/11/94
00
2519627 05 12/01/94
0
2519627 O 11/01/09
0
1398261 313/728 F 376,000.00
ZZ
RAWLS JOYCE A 180 372,069.10
1
5667-5671 TAYLOR TERRACE 9.250 3,869.77
80
9.000 3,869.77
470,000.00
MACON GA 31210 4 11/22/94
00
0380087388 05 01/01/95
0
5422415 O 12/01/09
0
1398272 083/728 F 648,000.00
ZZ
CHURCH JUDSON A 180 641,300.85
1
506 HAMPTON HILL 9.375 6,717.79
90
9.125 6,717.79
720,000.00
FRANKLIN LAKES NJ 07417 1 11/14/94
04
0380080821 05 01/01/95
22
1075184 O 12/01/09
0
1398295 450/450 F 326,000.00
ZZ
CHIARA DALE A 180 321,226.29
1
1
22018 YORK MILLS CIRCLE 8.000 3,115.43
62
7.875 3,115.43
533,105.00
NOVI MI 48374 1 10/31/94
00
2497816 05 12/01/94
0
2497816 O 11/01/09
0
1398340 A48/728 F 164,500.00
ZZ
GREENHOUSE BARNEY 180 163,299.36
2
1429 EAST 19TH STREET 10.000 1,767.73
70
9.750 1,767.73
235,000.00
BROOKLYN NY 11230 1 12/23/94
00
0380086265 05 02/01/95
0
3068 O 01/01/10
0
1398736 116/116 F 288,000.00
ZZ
HOYT MAX B 180 284,886.84
1
2909 EAST WILDWIND CIRCLE 8.875 2,899.71
78
8.750 2,899.71
370,238.00
THE WOODLANDS TX 77380 4 11/16/94
00
091065186 05 01/01/95
0
091065186 O 12/01/09
0
1398897 462/462 F 141,700.00
ZZ
LIVECCHI CHARLES R 180 140,168.27
1
9607 WINDY HOLLOW DRIVE 8.875 1,426.70
75
8.625 1,426.70
188,990.00
IRVING TX 75063 1 11/17/94
00
4296588 03 01/01/95
0
4296588 O 12/01/09
0
1398975 367/367 F 245,213.71
ZZ
RANA SAEED A 130 240,542.53
1
9605 REACH ROAD 8.500 2,892.39
44
8.250 2,892.39
565,000.00
POTOMAC MD 20854 2 12/02/94
00
1147530 03 01/01/95
0
1147530 O 10/01/05
0
1399091 700/728 F 364,000.00
ZZ
BLANKS SIMON J 180 359,842.13
1
340 CAROL COURT 8.250 3,531.31
80
8.000 3,531.31
455,000.00
HIGHLAND PARK IL 60035 1 11/23/94
00
0380082553 05 01/01/95
0
1
1072344 O 12/01/09
0
1399094 003/728 F 228,000.00
ZZ
VU DUC T 180 225,501.69
1
1948 EASTGATE DRIVE 8.875 2,295.60
90
8.625 2,295.60
255,000.00
STONE MOUNTAIN GA 30087 1 11/30/94
10
0380082835 05 01/01/95
17
0061060043 O 12/01/09
0
1399096 249/728 F 100,000.00
ZZ
TOM THOMAS L 180 98,618.32
1
1029 WEST VILLA DRIVE 8.875 1,006.84
64
8.625 1,006.84
157,000.00
DES PLAINES IL 60016 1 11/18/94
00
0380082827 05 01/01/95
0
505265368 O 12/01/09
0
1399097 754/754 F 263,000.00
ZZ
ARESON PETER D 180 260,341.59
1
5 PINEFIELDS LANE 9.625 2,766.18
90
9.375 2,766.18
293,000.00
BRUNSWICK ME 04011 2 11/28/94
10
42920 05 01/01/95
17
42920 O 12/01/09
0
1399582 562/562 F 229,500.00
ZZ
HONG VAN VU YVONNE 180 227,180.03
1
2067 YATES AVENUE 9.625 2,413.84
85
9.375 2,413.84
270,000.00
BRONX NY 10461 1 12/01/94
04
453746 05 01/01/95
25
453746 O 12/01/09
0
1399930 450/450 F 203,920.00
ZZ
KORT SIDNEY 180 201,811.84
1
30635 SEQUOIA 9.375 2,114.03
80
9.125 2,114.03
254,900.00
FARMINGTON HILL MI 48331 1 11/30/94
00
3428844 03 01/01/95
0
3428844 O 12/01/09
0
1
1399946 686/686 F 30,000.00
ZZ
CASTILLA ANA M 180 29,690.55
1
528 D-2 SHADY PINE WAY 9.400 311.46
60
9.150 311.46
50,000.00
WEST PALM BEACH FL 33415 1 11/23/94
00
30816313431 01 01/01/95
0
30816313431 O 12/01/09
0
1399972 554/554 F 430,000.00
ZZ
LIEM KAREL F 180 426,487.88
1
10 OAKDALE LANE 8.750 4,297.63
60
8.500 4,297.63
725,000.00
LINCOLN MA 01773 4 12/30/94
00
6807545 05 02/01/95
0
6807545 O 01/01/10
0
1399975 637/728 F 210,675.00
ZZ
CHOW RANDY 180 208,422.83
1
379 GRENADINE WAY 9.000 2,136.81
75
8.750 2,136.81
281,000.00
HERCULES CA 94547 1 11/17/94
00
0380084054 03 01/01/95
0
3498888 O 12/01/09
0
1399977 637/728 F 427,500.00
ZZ
ANDERSON MARK F 180 422,980.54
3
200 - 202 FAIR OAKS STREET 9.125 4,367.84
75
8.875 4,367.84
570,000.00
SAN FRANCISCO CA 94110 1 11/10/94
00
0380084930 05 01/01/95
0
3499076 O 12/01/09
0
1400017 637/728 F 232,000.00
BB
LEE GEORGE 180 230,287.35
1
5893 WEST 74TH STREET 9.875 2,475.38
80
9.625 2,475.38
290,000.00
LOS ANGELES CA 90045 1 12/02/94
00
0380085200 05 02/01/95
0
3458973 O 01/01/10
0
1400070 640/640 F 280,000.00
ZZ
FREEMAN WILLIAM J 180 277,006.74
1
3930 RIVER PLACE 9.000 2,839.95
73
8.750 2,839.95
385,000.00
1
LOUISVILLE TN 37777 4 11/21/94
00
0794651 03 01/01/95
0
0794651 O 12/01/09
0
1400134 637/728 F 162,000.00
ZZ
CUKAK DENNIS 180 160,662.05
1
75 GILLETT AVE. 8.625 1,607.17
60
8.375 1,607.17
270,000.00
BAYPORT NY 11705 5 12/05/94
00
0380084344 05 02/01/95
0
3240694 O 01/01/10
0
1400139 637/728 F 300,000.00
ZZ
HEYDEN DONALD T 180 297,364.68
1
8920 MAGNOLIA CHASE CIR. 8.500 2,954.22
64
8.250 2,954.22
475,236.00
TAMPA FL 33647 1 12/06/94
00
0380084336 05 02/01/95
0
2855278 O 01/01/10
0
1400216 450/450 F 240,000.00
ZZ
STOREN THOMAS 173 235,038.21
1
4395 QUEENSWAY DRIVE 6.875 2,190.20
56
6.750 2,190.20
429,750.00
BLOOMFIELD TWP MI 48304 1 09/26/94
00
3046745 05 11/01/94
0
3046745 O 03/01/09
0
1400220 450/450 F 316,000.00
ZZ
BRYLL DENNIS E 174 305,407.57
1
980 COVE DRIVE 7.250 2,939.93
77
7.125 2,939.93
415,000.00
ADDISON TOWNSHI MI 48367 1 05/12/94
00
3040086 01 07/01/94
0
3040086 O 12/01/08
0
1400222 450/450 F 300,000.00
ZZ
BEST CAROL E 165 295,616.51
1
7583 BARNSBURY STREET 7.000 2,836.33
69
6.875 2,836.33
435,000.00
WEST BLOOMFIELD MI 48324 1 11/30/94
00
2339943 05 01/01/95
0
2339943 O 09/01/08
0
1
1400227 497/497 F 300,000.00
ZZ
JIZRAWI SOUHAIL 180 297,494.68
1
344 RIVIERA DRIVE 8.500 2,954.22
67
8.250 2,954.22
450,000.00
SAN RAFAEL CA 94901 1 12/05/94
00
9900215915 05 02/01/95
0
9900215915 O 01/01/10
0
1400231 450/450 F 400,000.00
ZZ
NICHOLSON JOHN T 180 395,281.22
1
1800 ALAMEDA DIABLO 8.375 3,909.70
53
8.125 3,909.70
760,000.00
DIABLO CA 94528 1 11/23/94
00
3732260 05 01/01/95
0
3732260 O 12/01/09
0
1400235 450/450 F 60,000.00
ZZ
GREGORY JR ALFRED W 180 58,992.96
1
10485 BERRY ROAD 9.000 608.56
61
8.750 608.56
99,200.00
WALDORF MD 20603 1 11/04/94
00
22094 05 12/01/94
0
22094 O 11/01/09
0
1400283 637/728 F 60,000.00
ZZ
PARADIS FREDERICKA 180 59,681.69
1
328 OLD CONNECTICUT PATH 9.000 608.56
37
8.750 608.56
165,000.00
FRAMINGHAM MA 01701 2 01/05/95
00
0380090812 05 03/01/95
0
4061321 O 02/01/10
0
1400381 286/286 F 270,000.00
ZZ
METZ MARK 180 267,755.38
1
1514 UPPER PARKWAY SOUTH 8.875 2,718.48
78
8.625 2,718.48
350,000.00
WAUWATOSA WI 53213 1 12/02/94
00
9410027 05 02/01/95
0
9410027 O 01/01/10
0
1400382 375/728 F 288,000.00
T
CURTIS MARK S 180 284,817.12
1
1
3675 ICICLE CREEK ROAD 8.625 2,857.19
67
8.375 2,857.19
430,000.00
LEAVENWORTH WA 98826 4 11/14/94
00
0380086422 05 01/01/95
0
143238023 O 12/01/09
0
1400387 375/375 F 407,000.00
ZZ
RIGGS CHRIS W 180 394,740.76
1
2517 TOURNAMENT DRIVE 8.375 3,978.13
80
8.125 3,978.13
510,000.00
CASTLE ROCK CO 80104 1 08/03/94
00
359689 03 10/01/94
0
359689 O 09/01/09
0
1400391 375/375 F 100,000.00
ZZ
URBAN TADEUSZ M 180 98,643.81
1
3045 CABERNET COURT 8.875 1,006.84
46
8.625 1,006.84
219,000.00
CUMMING GA 30131 1 10/24/94
00
366060 03 12/01/94
0
366060 O 11/01/09
0
1400394 369/369 F 249,150.00
ZZ
SINAGRA III CHARLES F 180 246,456.80
1
1945 HIGHWAY 20 8.875 2,508.55
77
8.625 2,508.55
324,500.00
MCDONOUGH GA 30253 4 11/04/94
00
48236160 05 01/01/95
0
48236160 O 12/01/09
0
1400429 694/728 F 100,000.00
ZZ
ZOUGHEIB NICOLAS S 180 99,183.23
1
21 PELHAM STREET 8.750 999.45
65
8.500 999.45
155,000.00
MARLTON NJ 08053 2 12/12/94
00
0380087446 05 02/01/95
0
0403105780 O 01/01/10
0
1400544 375/375 F 348,000.00
T
MICHAELS WILLIAM 180 342,125.49
1
160 MONTEREY DUNES WAY 8.500 3,426.89
80
8.250 3,426.89
435,000.00
CASTROVILLE CA 95012 1 09/06/94
00
362746 01 11/01/94
0
1
362746 O 10/01/09
0
1400591 375/728 F 600,000.00
ZZ
SHARKEY THOMAS G 180 593,070.82
1
LOT 21 THOREAU DR 8.125 5,777.30
67
7.875 5,777.30
900,000.00
MOOSIC PA 18507 1 11/22/94
00
0380085762 05 01/01/95
0
210040305 O 12/01/09
0
1400592 375/375 F 464,000.00
ZZ
BLUDWORTH III JOHN L 180 457,351.91
1
21511 HEGAR ROAD 8.250 4,501.46
80
8.000 4,501.46
580,000.00
HOCKLEY TX 77447 1 10/26/94
00
1432355630 05 12/01/94
0
1432355630 O 11/01/09
0
1400594 375/375 F 277,000.00
ZZ
SENSI CARL L 180 273,730.39
1
5217 WHISPER WILLOW DRIVE 7.875 2,627.21
79
7.625 2,627.21
352,223.00
CENTREVILLE VA 22020 1 11/23/94
00
22086502 05 01/01/95
0
22086502 O 12/01/09
0
1400596 375/728 F 95,900.00
ZZ
DESIMONE RONALD J 180 93,612.09
1
5100 SAN FELIPE #154 8.500 944.37
69
8.250 944.37
140,000.00
HOUSTON TX 77056 1 10/31/94
00
0380086331 01 12/01/94
0
365910 O 11/01/09
0
1400629 028/728 F 108,500.00
ZZ
SON MIN 180 107,613.81
1
1321 EDINBORO LANE 8.750 1,084.40
70
8.500 1,084.40
155,000.00
CARROLLTON TX 75006 1 12/07/94
00
0380086240 03 02/01/95
0
91429496169 O 01/01/10
0
1
1400667 491/491 F 362,400.00
ZZ
MORRISON JOHN M 180 359,505.27
1
2309 GREEN ACRES DRIVE 9.000 3,675.71
80
8.750 3,675.71
453,000.00
VISALIA CA 93291 1 12/05/94
00
3906531 05 02/01/95
0
3906531 O 01/01/10
0
1400669 686/686 F 115,100.00
ZZ
CHEN CHUN S 180 113,891.28
1
7907 ELPHIN COURT 9.200 1,181.16
63
8.950 1,181.16
185,100.00
CHARLOTTE NC 28270 1 12/01/94
00
30816053698 03 01/01/95
0
30816053698 O 12/01/09
0
1400670 686/686 F 92,500.00
ZZ
LAUTENSLAGER GREGORY J 180 91,769.37
1
3310 CALAIS CIRCLE 9.125 945.09
75
8.875 945.09
123,379.00
MCKINNEY TX 75070 1 12/06/94
00
30816433205 05 02/01/95
0
30816433205 O 01/01/10
0
1400675 686/686 F 25,000.00
ZZ
PONTON LEOSVALDO 180 24,513.65
1
14661 SW 151 TERRACE 9.200 256.55
19
8.950 256.55
133,000.00
MIAMI FL 33186 1 12/14/94
00
30816373419 05 02/01/95
0
30816373419 O 01/01/10
0
1400724 131/728 F 600,000.00
T
MILES ROBERT H 180 595,153.65
1
177 FOX HILL ROAD 8.875 6,041.06
75
8.625 6,041.06
800,000.00
CHATHAM MA 02633 1 12/22/94
00
0380086752 05 02/01/95
0
6576552 O 01/01/10
0
1400745 131/728 F 633,500.00
ZZ
RATTE ROBERT W 180 628,267.93
1
1 ISLAND ROAD 8.625 6,284.83
65
8.375 6,284.83
977,000.00
1
NORTH OAKS MN 55127 2 12/16/94
00
0380086737 05 02/01/95
0
2571020 O 01/01/10
0
1400758 575/728 F 185,000.00
ZZ
GALPERIN MIKHAIL 180 183,488.97
1
14 WILTSHIRE DRIVE 8.750 1,848.98
50
8.500 1,848.98
370,000.00
MANALAPAN NJ 07726 1 12/19/94
00
0380086794 05 02/01/95
0
1045590 O 01/01/10
0
1400771 637/728 F 300,000.00
ZZ
RASHIDIDOUST HABIBOLLA 180 295,554.55
2
139-141 N CLARK DRIVE 8.875 3,020.54
55
8.625 3,020.54
550,000.00
BEVERLY HILLS CA 90211 1 12/01/94
00
0380092453 05 02/01/95
0
3458916 O 01/01/10
0
1400865 A46/728 F 275,600.00
ZZ
HANEY MICHAEL L 180 273,348.94
1
14203 RIDGEWOOD LAKE COURT 8.750 2,754.49
67
8.500 2,754.49
415,000.00
HOUSTON TX 77062 2 12/30/94
00
0380087826 03 02/01/95
0
2882739 O 01/01/10
0
1400903 375/728 F 65,000.00
ZZ
POSADAS ERNESTO 180 64,457.18
1
8214 POLISHED STONE CIRCLE 8.500 640.08
52
8.250 640.08
125,000.00
HOUSTON TX 77095 1 12/30/94
00
0380088006 03 02/01/95
0
368723 O 01/01/10
0
1400968 249/728 F 93,000.00
ZZ
GALDI PETER 180 92,297.73
1
23 OLD LAKESIDE RD 9.625 978.16
70
9.375 978.16
133,000.00
HEWITT NJ 07421 1 12/16/94
00
0380088170 05 02/01/95
0
101474139 O 01/01/10
0
1
1401009 640/640 F 468,750.00
ZZ
JEWELL III JOHN B 180 464,835.42
1
529 SNEED ROAD 8.500 4,615.97
74
8.250 4,615.97
635,000.00
FRANKLIN TN 37064 2 12/19/94
00
0860411 05 02/01/95
0
0860411 O 01/01/10
0
1401011 686/686 F 80,000.00
ZZ
LI CHI Y 180 79,363.83
1
66 LAFAYETTE LANE 9.050 813.80
71
8.800 813.80
113,000.00
CHERRY HILL NJ 08003 1 12/16/94
00
30816404537 03 02/01/95
0
30816404537 O 01/01/10
0
1401020 686/686 F 35,600.00
ZZ
KADAR LUDMILA 180 35,328.72
1
250 GATE ROAD APT. #256 9.525 372.29
75
9.275 372.29
47,500.00
HOLLYWOOD FL 33024 1 12/22/94
00
30816525448 01 02/01/95
0
30816525448 O 01/01/10
0
1401021 686/686 F 186,000.00
ZZ
ESQUIVEL HERMAN 180 183,643.04
1
725 KITTYHAWK WAY 9.500 1,942.26
67
9.250 1,942.26
280,000.00
NORTH PALM BEAC FL 33408 5 12/15/94
00
30816626980 05 02/01/95
0
30816626980 O 01/01/10
0
1401026 686/686 F 118,000.00
ZZ
GOWNI KAMIL F 180 117,113.93
1
1348 VALLEY PINE CIRCLE 9.700 1,246.47
75
9.450 1,246.47
157,500.00
APOPKA FL 32712 1 12/30/94
00
30816464903 03 02/01/95
0
30816464903 O 01/01/10
0
1401079 286/286 F 278,400.00
ZZ
HAYES TERRENCE J 180 276,176.24
1
1
539 GINGERMILL LANE 9.000 2,823.72
80
8.750 2,823.72
348,000.00
LEXINGTON KY 40509 1 12/29/94
00
8330861 05 02/01/95
0
8330861 O 01/01/10
0
1401188 628/728 F 300,000.00
ZZ
DUFFY EDWARD J 180 297,476.06
1
15 PLANTE LANE 8.875 3,020.54
72
8.625 3,020.54
420,000.00
SHELTON CT 06484 1 12/29/94
00
0380089533 05 02/01/95
0
88880 O 01/01/10
0
1401970 766/728 F 50,000.00
ZZ
LOPEZ DULCE M 180 50,000.00
1
14226 SW 23 LANE 8.875 503.42
36
8.625 503.42
141,000.00
MIAMI FL 33175 1 03/09/95
00
0380099193 05 05/01/95
0
94HC378 O 04/01/10
0
1401976 450/450 F 261,200.00
ZZ
MCKOOL MOLLIE 175 258,000.47
1
11940 JAMESTOWN ROAD 8.000 2,533.26
80
7.750 2,533.26
326,525.00
DALLAS TX 75248 1 06/29/94
00
3480092 05 01/01/95
0
3480092 O 07/01/09
0
1402059 696/728 F 300,000.00
ZZ
BUXTON CLARENCE M 180 273,280.75
1
17009 LAKEWOOD COURT 9.500 3,132.67
76
9.250 3,132.67
395,000.00
PURCELLVILLE VA 22132 1 01/12/95
00
0380090093 05 03/01/95
0
4045123 O 02/01/10
0
1402063 450/450 F 217,000.00
ZZ
MAENNLE DIANE L 180 215,911.97
1
1304 BERKSHIRE 9.625 2,282.36
73
9.375 2,282.36
300,000.00
GROSSE POINTE P MI 48230 2 12/29/94
00
3663903 05 03/01/95
0
1
3663903 O 02/01/10
0
1402086 462/462 F 125,000.00
ZZ
COHEN DOROTHY 180 124,066.71
1
10575 EAST KEY DRIVE 9.750 1,324.21
46
9.500 1,324.21
275,000.00
BOCA RATON FL 33498 1 12/27/94
00
4300646 03 02/01/95
0
4300646 O 01/01/10
0
1402098 377/377 F 220,000.00
ZZ
WILDER RENEE M 180 218,142.33
1
105 COMMONS DRIVE 8.375 2,150.34
74
8.175 2,150.34
298,000.00
SPARTANBURG SC 29302 1 12/14/94
00
4839163 05 02/01/95
0
4839163 O 01/01/10
0
1402099 377/377 F 525,000.00
ZZ
JOHNSON JAMES E 180 521,035.63
1
6230 WINKLER MILL 9.625 5,521.85
70
9.425 5,521.85
760,000.00
ROCHESTER HILLS MI 48306 1 12/08/94
00
4595070 05 02/01/95
0
4595070 O 01/01/10
0
1402115 249/728 F 400,000.00
ZZ
SIEGEL BERTRAM 180 397,047.19
1
11 HUNTER RIDGE 9.875 4,267.88
40
9.625 4,267.88
1,000,000.00
WOODCLIFF LAKE NJ 07675 1 01/04/95
00
0380089756 05 02/01/95
0
101463652 O 01/01/10
0
1402138 375/728 F 250,000.00
ZZ
ROCHE THOMAS M 180 248,613.07
1
6010 CHARMING CREEK COURT 8.500 2,461.85
53
8.250 2,461.85
478,000.00
KINWOOD TX 77345 1 01/13/95
00
0380089764 03 03/01/95
0
360904 O 02/01/10
0
1
1402186 550/550 F 432,000.00
ZZ
REYNOLDS MICHAEL D 180 429,733.78
1
127 TIBURON BOULEVARD 9.125 4,413.82
80
UNINCORPORATED AREA OF 8.875 4,413.82
540,000.00
MARIN COUNTY CA 94941 1 01/10/95
00
120174524 05 03/01/95
0
120174524 O 02/01/10
0
1402223 478/728 F 106,000.00
ZZ
BREWER MICHAEL H 180 105,181.32
1
46 WOODS WAY 9.375 1,098.90
62
9.125 1,098.90
172,000.00
WILMINGTON DE 19809 2 12/09/94
00
0380090523 09 02/01/95
0
6214561239 O 01/01/10
0
1402230 736/728 F 151,000.00
ZZ
MACIAS LEOPOLDO 180 150,225.54
1
2280 APPOLINARIS DRIVE 9.375 1,565.41
73
9.125 1,565.41
209,000.00
UKIAH CA 95482 2 01/03/95
00
0380090226 03 03/01/95
0
428022 O 02/01/10
0
1402232 400/728 F 235,000.00
ZZ
OPALAK MICHAEL E 180 233,101.86
1
422 STRATFIELD ROAD 8.875 2,366.08
80
8.625 2,366.08
295,000.00
FAIRFIELD CT 06432 2 12/23/94
00
0380090085 05 02/01/95
0
8424973 O 01/01/10
0
1402233 400/728 F 472,000.00
ZZ
WATTS MIKAL C 180 466,840.98
1
205 ATLANTIC STREET 8.750 4,717.40
80
8.500 4,717.40
590,000.00
CORPUS CHRISTI TX 78404 4 11/04/94
00
0380093634 05 01/01/95
0
8430124 O 12/01/09
0
1402234 400/728 F 600,000.00
ZZ
MALIK MARIA K 180 586,337.36
1
LOT #20 NORRANS RIDGE DRIVE 8.500 5,908.44
80
8.250 5,908.44
755,000.00
1
RIDGEFIELD CT 06877 1 08/24/94
00
0380093642 05 10/01/94
0
8424714 O 09/01/09
0
1402235 400/728 F 400,000.00
ZZ
LAKSHMIKANTH B N 180 389,762.70
1
220 RESACA LANE 8.500 3,938.96
62
8.250 3,938.96
650,000.00
BROWNSVILLE TX 78520 4 06/29/94
00
0380093832 05 08/01/94
0
8419779 O 07/01/09
0
1402236 400/728 F 213,600.00
ZZ
KWATINETZ ANDREW 180 211,265.34
1
2110 E HAMLIN ST 8.750 2,134.82
80
8.500 2,134.82
267,000.00
SEATTLE WA 98112 1 11/11/94
00
0380093626 05 01/01/95
0
8416086 O 12/01/09
0
1402424 637/728 F 1,000,000.00
ZZ
KING BRIAN E 180 994,986.02
1
5862 NORTHWEST 25TH COURT 9.625 10,517.81
62
9.375 10,517.81
1,630,000.00
BOCA RATON FL 33496 1 01/31/95
00
0380092347 03 03/01/95
0
3969680 O 02/01/10
0
1402430 661/661 F 460,000.00
T
CASASNOVAS ANTONIO 180 455,190.96
1
3056 TIMPANA POINT 9.250 4,734.28
60
9.000 4,734.28
775,000.00
LONGWOOD FL 32779 2 11/10/94
00
2039311 03 01/01/95
0
2039311 O 12/01/09
0
1402431 661/661 F 137,000.00
T
STEARNS CRAIG B 180 135,941.90
1
572 LOWER HIGHLAND 9.375 1,420.27
70
9.125 1,420.27
197,000.00
ROXBURY NY 12421 5 12/06/94
00
2000214 05 02/01/95
0
2000214 O 01/01/10
0
1
1402442 249/728 F 126,000.00
T
GIMELI PAUL 180 125,026.85
1
60 BAYSIDE PLACE 9.375 1,306.24
70
9.125 1,306.24
180,000.00
AMITYVILLE NY 11701 1 01/04/95
00
0380090259 05 02/01/95
0
606056758 O 01/01/10
0
1402446 882/728 F 110,000.00
ZZ
TORRENTE GLORIA 180 109,706.01
1
6720 SW 68 TERRACE 8.875 1,107.53
44
8.625 1,107.53
255,000.00
MIAMI FL 33143 1 02/14/95
00
0380095118 05 04/01/95
0
940706 O 03/01/10
0
1402597 637/728 F 337,000.00
ZZ
GEE JOSEPH K 180 335,232.13
1
10325 NORTH GOLDEN OAK LN 9.125 3,443.19
47
8.875 3,443.19
730,000.00
HIGHLAND UT 84003 5 01/03/95
00
0380091547 03 03/01/95
0
4162178 O 02/01/10
0
1402611 637/728 F 618,750.00
ZZ
ODZAK JOSIP 180 617,133.21
1
240 LIGHT SPRINGS ROAD 9.125 6,321.87
75
8.875 6,321.87
825,000.00
APTOS CA 95003 4 02/03/95
00
0380100025 05 04/01/95
0
3430436 O 03/01/10
0
1402643 375/728 F 223,400.00
ZZ
DEWITZ SCOTT D 180 222,187.98
1
39 BOUGH LEAF PLACE 8.750 2,232.77
90
8.500 2,232.77
248,289.00
THE WOODLANDS TX 77381 1 01/11/95
14
0380090770 03 03/01/95
17
364287 O 02/01/10
0
1402644 A53/A53 F 350,000.00
ZZ
COHEN STEVEN M 180 348,143.20
1
1
30 SOUTH PENTWATER 9.000 3,549.93
47
8.750 3,549.93
760,000.00
SOUTH BARRINGTO IL 60010 1 01/27/95
00
95084486 05 03/01/95
0
95084486 O 02/01/10
0
1402658 375/728 F 52,000.00
ZZ
RAINOSEK ROMAN R 180 51,727.22
1
18314 CAPE BAHAMAS LANE 9.125 531.29
47
8.875 531.29
112,000.00
NASSAU BAY TX 77058 1 01/05/95
00
0380090788 03 03/01/95
0
369234 O 02/01/10
0
1402659 375/728 F 350,000.00
ZZ
PLISKA JIM 180 347,044.63
1
7300 SE 190TH DRIVE 8.375 3,420.99
56
8.125 3,420.99
626,918.00
GRESHAM OR 97080 4 12/08/94
00
0380091000 05 02/01/95
0
1431953965 O 01/01/10
0
1402810 405/405 F 125,000.00
ZZ
DITTO JERRY R 180 124,680.69
1
15050 ORIOLE ROAD 9.375 1,295.87
14
9.125 1,295.87
950,000.00
SARATOGA CA 95070 5 02/08/95
00
3579596 05 04/01/95
0
3579596 O 03/01/10
0
1402851 169/169 F 250,000.00
ZZ
REILLY ROBERT J 180 248,613.07
1
4103 N KENNICOTT AVE 8.500 2,461.85
70
8.375 2,461.85
360,000.00
ARLINGTON HEIGH IL 60004 1 01/13/95
00
8903743 05 03/01/95
0
8903743 O 02/01/10
0
1402930 353/353 F 524,000.00
ZZ
JOHNSON DOUGLAS W 180 521,342.71
1
1720 A PAULA DRIVE 9.500 5,471.74
80
9.250 5,471.74
655,000.00
HONOLULU HI 96816 2 01/24/95
00
16068178 05 03/01/95
0
1
16068178 O 02/01/10
0
1402950 028/728 F 325,000.00
ZZ
MAI THUAN 180 324,160.34
1
3638 VIEWCREST DRIVE 9.250 3,344.87
49
9.000 3,344.87
675,000.00
BURBANK CA 91504 1 02/08/95
00
0380096124 05 04/01/95
0
162871 O 03/01/10
0
1402952 163/728 F 236,000.00
ZZ
MAFFEI JOSEPH 180 234,114.92
1
2842 NORTH SHADY GLEN LANE 9.000 2,393.67
80
8.750 2,393.67
295,000.00
ORANGE CA 92667 1 12/01/94
00
0380092008 05 02/01/95
0
10007997 O 01/01/10
0
1402955 163/728 F 238,500.00
ZZ
WHITEHURST MARK C 180 236,573.58
1
8 OXFORD BLVD 8.875 2,401.32
90
8.625 2,401.32
265,000.00
PLEASANT RIDGE MI 48069 1 12/21/94
14
0380092230 05 02/01/95
17
10230900 O 01/01/10
0
1402957 163/728 F 237,600.00
ZZ
BILBRAY CHARLES E 180 235,702.14
1
18272 HWY 1061 9.000 2,409.90
76
8.750 2,409.90
315,000.00
AMITE LA 70422 1 12/23/94
00
0380092057 05 02/01/95
0
0010019502 O 01/01/10
0
1402959 163/728 F 220,000.00
ZZ
DODDS JR ROBERT H 180 218,222.98
1
606 DEER RUN DRIVE 8.875 2,215.06
87
8.625 2,215.06
255,000.00
MAHOMET IL 61853 1 12/27/94
04
0380092214 05 02/01/95
17
0010259509 O 01/01/10
0
1
1402963 163/728 F 232,350.00
ZZ
ANSPACH JUDITH 180 230,494.08
1
6 CAMINO NORTE VISTA 9.000 2,356.65
72
8.750 2,356.65
325,000.00
PLACITAS NM 87043 4 12/16/94
00
0380092206 05 02/01/95
0
7700899 O 01/01/10
0
1402967 163/728 F 300,000.00
ZZ
STUBBLEFIELD PHILLIP G 180 298,426.24
1
31 ALLERTON STREET 9.125 3,065.15
60
8.875 3,065.15
500,000.00
BROOKLINE MA 02146 1 01/03/95
00
0380092180 05 03/01/95
0
0371572948 O 02/01/10
0
1403011 052/052 F 250,000.00
ZZ
PIRONE ANTHONY 180 247,556.93
1
786 SANTA FE TRAIL 10.000 2,686.52
36
9.750 2,686.52
694,400.00
FRANKLIN LAKES NJ 07417 1 11/29/94
00
278999 05 01/01/95
0
278999 O 12/01/09
0
1403018 052/052 F 285,000.00
ZZ
NELSON MICHAEL J 180 281,850.28
1
35 WEST MAPLE ROAD 8.625 2,827.43
75
8.375 2,827.43
385,000.00
GREENLAWN NY 11740 1 11/04/94
00
278977 05 01/01/95
0
278977 O 12/01/09
0
1403103 637/728 F 152,600.00
ZZ
SPARACO JOSEPH 180 152,600.00
2
53 DAWSON STREET 9.750 1,616.59
70
9.500 1,616.59
218,000.00
HUNTINGTON STAT NY 11746 1 03/03/95
00
0380098609 05 05/01/95
0
3243250 O 04/01/10
0
1403554 562/728 F 160,000.00
ZZ
DO CARMO ALBERTO M 180 160,000.00
2
18 MANSION AVENUE 9.250 1,646.71
64
9.000 1,646.71
250,000.00
1
YONKERS NY 10704 1 03/16/95
00
0380101312 05 05/01/95
0
90020264 O 04/01/10
0
1403558 163/728 F 283,000.00
ZZ
DEAR ANNE 180 273,225.36
1
2823 AVENUE L 8.500 2,786.82
67
8.250 2,786.82
425,000.00
BROOKLYN NY 11210 1 03/17/94
00
0380100751 05 05/01/94
0
53561390 O 04/01/09
0
1403566 450/450 F 328,000.00
ZZ
ESCHENBACH CHARLES H 180 326,279.36
1
39 WINDEMERE DRIVE 9.125 3,351.23
70
8.875 3,351.23
470,000.00
GROSSE POINTE F MI 48236 1 01/25/95
00
3791043 01 03/01/95
0
3791043 O 02/01/10
0
1403599 450/450 F 248,800.00
ZZ
SMITH SIDNEY L 180 248,142.50
1
2706 PARK PLACE COURT 9.000 2,523.50
80
8.750 2,523.50
311,000.00
DALWORTHINGTON TX 76016 1 02/02/95
00
3872611 05 04/01/95
0
3872611 O 03/01/10
0
1403623 324/728 F 240,000.00
ZZ
DAVIS III REESE H 180 238,726.76
1
4180 AMBERFIELD CIRCLE 9.000 2,434.24
80
8.750 2,434.24
300,000.00
NORCROSS GA 30092 1 02/01/95
00
0380094434 05 03/01/95
0
5017783 O 02/01/10
0
1403648 562/728 F 133,000.00
ZZ
NAJERA MARCIAL 180 133,000.00
1
4 LAMARCUS AVENUE 9.250 1,368.83
70
9.000 1,368.83
190,000.00
GLEN COVE NY 11542 1 03/14/95
00
0380101270 05 05/01/95
0
456087 O 04/01/10
0
1
1403680 686/686 F 178,500.00
ZZ
PARENTE MICHELE 180 177,594.79
1
2151 NE 26TH STREET 9.500 1,863.95
70
9.250 1,863.95
255,000.00
LIGHTHOUSE POIN FL 33064 5 01/27/95
00
30816681738 05 03/01/95
0
30816681738 O 02/01/10
0
1403681 686/686 F 100,000.00
ZZ
CHECK KEI F 180 99,483.61
1
7609 BOSHAM LANE 9.300 1,032.20
49
9.050 1,032.20
206,500.00
CHARLOTTE NC 28270 1 01/19/95
00
30816054290 03 03/01/95
0
30816054290 O 02/01/10
0
1403752 083/728 F 369,000.00
ZZ
SAKELLARIS LEANDER D 180 367,170.75
1
73 BETHANY CIRCLE 9.750 3,909.05
90
9.500 3,909.05
410,000.00
CLOSTER NJ 07624 1 01/30/95
04
0380094764 05 03/01/95
22
1075004 O 02/01/10
0
1403757 562/728 F 217,500.00
ZZ
MAIO JOHN 180 216,944.40
1
22 WACHS WAY 9.375 2,254.82
75
9.125 2,254.82
290,000.00
VALLEY COTTAGE NY 10989 1 02/13/95
00
0380094715 05 04/01/95
0
455113 O 03/01/10
0
1403843 562/728 F 172,500.00
ZZ
POLEZHAYEV VLADIMIR 180 172,074.15
1
13 CLUB ROAD 9.750 1,827.41
75
9.500 1,827.41
230,000.00
SEA CLIFF NY 11579 1 02/15/95
00
0380095332 05 04/01/95
0
90020223 O 03/01/10
0
1403847 702/702 F 255,000.00
ZZ
HAYWOOD CHARLES F 180 255,000.00
1
1
1221 SHORE ROAD 9.375 2,643.57
63
9.125 2,643.57
405,000.00
CAPE ELIZABETH ME 04107 2 03/06/95
00
105277 05 05/01/95
0
105277 O 04/01/10
0
1403874 635/728 F 550,000.00
ZZ
ROBSON DONALD J 168 541,907.17
1
7 GIFFORD LAKE DRIVE 9.375 5,890.35
73
9.125 5,890.35
760,000.00
ARMONK NY 10504 4 11/01/94
00
0380098435 05 12/01/94
0
3108883 O 11/01/08
0
1403897 686/686 F 150,000.00
ZZ
DEATON JEWEL G 180 149,622.02
1
703 PEREGRINE DRIVE 9.525 1,568.61
72
9.275 1,568.61
210,000.00
INDIALANTIC FL 32903 1 02/10/95
00
30816494520 03 04/01/95
0
30816494520 O 03/01/10
0
1403911 369/369 F 368,000.00
ZZ
MORRAL DENNIS G 180 367,049.24
1
4520 39TH STREET NORTH 9.250 3,787.43
67
9.000 3,787.43
550,000.00
ARLINGTON VA 22207 1 02/01/95
00
48094254 05 04/01/95
0
48094254 O 03/01/10
0
1404479 698/728 F 277,500.00
ZZ
LEWIS JON S 180 276,774.90
1
8913 DORRINGTON AVENUE 9.125 2,835.26
75
CITY OF 8.875 2,835.26
370,000.00
WEST HOLLYWOOD CA 90046 2 02/07/95
00
0380096157 05 04/01/95
0
5400014 O 03/01/10
0
1404496 070/070 F 532,000.00
ZZ
MACHIN DORAN 180 522,207.85
1
11 SEA TERRACE 7.500 4,931.71
80
7.250 4,931.71
665,000.00
NEWPORT COAST CA 92657 1 09/19/94
00
1434008 03 11/01/94
0
1
1434008 O 10/01/09
0
1404497 070/070 F 250,000.00
ZZ
CONROY ANTHONY 180 244,614.65
1
KEARNEY LANE 7.500 2,317.53
26
7.250 2,317.53
975,000.00
MUTTONTOWN NY 11771 1 08/19/94
00
9536526 05 10/01/94
0
9536526 O 09/01/09
0
1404498 070/070 F 116,600.00
ZZ
GANGONE CONRAD 180 112,229.33
1
156 GRASSY POND DRIVE 7.750 1,097.53
48
7.500 1,097.53
245,000.00
SMITHTOWN NY 11787 2 03/28/94
00
9303592 05 05/01/94
0
9303592 O 04/01/09
0
1404499 070/070 F 255,000.00
ZZ
O'TOOLE MARK E 180 249,680.40
1
836 PLYMOUTH DR. 7.875 2,418.55
80
7.625 2,418.55
320,000.00
EAST GRAND RAPI MI 49506 1 08/29/94
00
1098371 05 10/01/94
0
1098371 O 09/01/09
0
1404500 070/070 F 250,000.00
ZZ
WADE WALLACE J 180 245,544.50
1
28052 PASEO ALDONZA 7.875 2,371.12
56
7.625 2,371.12
450,000.00
SAN JUAN CAPIST CA 92675 1 09/14/94
00
1298244 03 11/01/94
0
1298244 O 10/01/09
0
1404501 070/070 F 47,300.00
ZZ
JAROS STANLEY K 120 44,037.11
1
4 CLARKE'S LANE 7.875 570.76
30
7.625 570.76
160,000.00
MARLBORO NY 12542 2 04/27/94
00
9368156 05 06/01/94
0
9368156 O 05/01/04
0
1
1404502 070/070 F 276,000.00
ZZ
BIANCHINI DAVID E 180 270,242.35
1
339 BORICA PLACE 7.875 2,617.72
76
7.625 2,617.72
365,000.00
DANVILLE CA 94526 2 08/03/94
00
9454266 03 10/01/94
0
9454266 O 09/01/09
0
1404503 070/070 F 304,800.00
ZZ
WARWICK JOHN L 180 300,950.36
1
9O19 GEORGIA LANE 8.000 2,912.83
80
7.750 2,912.83
381,500.00
MODESTO CA 95350 1 11/01/94
00
9244356 05 01/01/95
0
9244356 O 12/01/09
0
1404504 070/070 F 503,750.00
ZZ
ADELSON DAVID M 180 493,353.54
1
2121 EAST 26TH PLACE 8.000 4,814.10
65
7.750 4,814.10
775,000.00
TULSA OK 74114 1 08/18/94
00
9674544 05 10/01/94
0
9674544 O 09/01/09
0
1404505 070/070 F 250,000.00
ZZ
CUFF THOMAS M 180 244,187.55
1
6069 ROCKRIDGE BOULEVARD 8.125 2,407.21
68
7.875 2,407.21
369,000.00
OAKLAND CA 94618 1 09/12/94
00
1788487 05 11/01/94
0
1788487 O 10/01/09
0
1404506 070/070 F 400,000.00
ZZ
KINZLER GORDON J 180 393,023.65
1
929 NORTH NEWTON AVENUE 8.125 3,851.53
80
7.875 3,851.53
500,000.00
GLEN ELLYN IL 60137 1 09/29/94
00
1858989 05 11/01/94
0
1858989 O 10/01/09
0
1404507 070/070 F 294,000.00
ZZ
KOHANTEB DAVID 180 288,061.93
1
3846 WESTFALL DRIVE 8.250 2,852.21
70
8.000 2,852.21
420,000.00
1
ENCINO CA 91436 1 08/19/94
00
1018711 05 10/01/94
0
1018711 O 09/01/09
0
1404508 070/070 F 400,000.00
ZZ
KEMP JEFF R 180 393,098.98
1
5699 SOUTH REGENCY DRIVE 8.250 3,880.56
68
8.000 3,880.56
590,000.00
OGDEN UT 84403 2 09/23/94
00
1311334 05 11/01/94
0
1311334 O 10/01/09
0
1404509 070/070 F 352,000.00
ZZ
WOODS DANIEL E 180 345,927.04
1
3 HORSE SHOE PATH 8.250 3,414.89
80
8.000 3,414.89
440,000.00
LLOYD NECK NY 11743 1 09/30/94
00
2002408 05 11/01/94
0
2002408 O 10/01/09
0
1404510 070/070 F 45,900.00
ZZ
CUEVAS MARY A 180 44,422.91
1
3347 PUENTE AVE 8.250 445.29
34
8.000 445.29
137,000.00
BALDWIN PARK CA 91706 2 05/04/94
00
9418622 05 06/01/94
0
9418622 O 05/01/09
0
1404511 070/070 F 57,700.00
ZZ
KAWAGUCHI MITSUKAZU 180 55,809.13
1
74169 RUTLEDGE AVENUE 8.250 559.77
42
8.000 559.77
140,000.00
PALM DESERT CA 92260 2 05/04/94
00
9418684 05 06/01/94
0
9418684 O 05/01/09
0
1404512 070/070 F 39,800.00
ZZ
RUELAS JESUS C 180 38,639.60
1
15704 LUJON STREET 8.250 386.12
25
8.000 386.12
165,000.00
(HACIENDA HIEGH CA 91745 2 05/09/94
00
9418708 05 07/01/94
0
9418708 O 06/01/09
0
1
1404514 070/070 F 354,600.00
ZZ
MAI MICHAEL T 180 346,386.45
1
5070 GREENHAVEN STREET 8.250 3,440.12
90
8.000 3,440.12
394,061.00
YORBA LINDA CA 92687 1 07/05/94
10
9600380 05 09/01/94
17
9600380 O 08/01/09
0
1404515 070/070 F 55,000.00
ZZ
QUARLTERE ALAN J 180 53,901.11
1
122 NORTH CIRCUIT ROAD 8.375 537.58
28
8.125 537.58
199,000.00
BELLPORT NY 11713 5 07/28/94
00
1055272 05 10/01/94
0
1055272 O 09/01/09
0
1404516 070/070 F 228,000.00
ZZ
FRAHM LARAINE 180 224,108.97
1
8726 LOST COVE 8.375 2,228.53
61
8.125 2,228.53
378,000.00
ORLANDO FL 32819 1 09/30/94
00
1295290 03 11/01/94
0
1295290 O 10/01/09
0
1404517 070/070 F 220,000.00
ZZ
BOWERMAN WILLIAM R 180 215,604.36
1
158-15 82ND STREET 8.375 2,150.34
75
8.125 2,150.34
295,000.00
HOWARD BEACH NY 11414 5 08/11/94
00
1331194 05 10/01/94
0
1331194 O 09/01/09
0
1404519 070/070 F 100,000.00
ZZ
DZHALALYANTS IRINA 180 98,293.39
1
155 FAIRFAX STREET 8.375 977.43
41
8.125 977.43
247,000.00
DENVER CO 80220 2 09/21/94
00
1432392 05 11/01/94
0
1432392 O 10/01/09
0
1404520 070/070 F 220,000.00
ZZ
ANN DAVID K 180 216,882.17
1
1
703 COUNTRY OAKS LANE 8.375 2,150.34
55
8.125 2,150.34
405,000.00
ARCADIA CA 91006 1 10/03/94
00
1763967 03 12/01/94
0
1763967 O 11/01/09
0
1404521 070/070 F 397,500.00
ZZ
SINENI THOMAS J 180 390,716.29
1
302 PRINZ DRIVE 8.375 3,885.27
85
8.125 3,885.27
470,000.00
SAN ANTONIO TX 78213 2 09/12/94
10
9423888 05 11/01/94
12
9423888 O 10/01/09
0
1404522 070/070 F 660,000.00
ZZ
PENNEY LEO J 180 646,955.45
1
10 ACORN COURT 8.500 6,499.28
80
8.250 6,499.28
825,000.00
NOVATO CA 94949 1 08/01/94
00
1054039 03 10/01/94
0
1054039 O 09/01/09
0
1404523 070/070 F 196,000.00
ZZ
NEMTEANU GABRIEL 180 192,126.16
1
243 WEST 98TH STREET UNIT 5D 8.500 1,930.09
70
8.250 1,930.09
280,000.00
NEW YORK NY 10025 2 08/17/94
00
1092066 08 10/01/94
0
1092066 O 09/01/09
0
1404524 070/070 F 286,400.00
ZZ
WILSON IAN M 180 281,565.36
1
23 ENSUENO EAST 8.500 2,820.29
80
8.250 2,820.29
358,000.00
IRVINE CA 92720 1 09/01/94
00
1112139 03 11/01/94
0
1112139 O 10/01/09
0
1404525 070/070 F 412,500.00
ZZ
RILANDER HARVEY 180 404,347.17
1
10 ROBIN WAY 8.500 4,062.05
75
8.250 4,062.05
550,000.00
GREAT NECK NY 11021 5 08/26/94
00
1319282 05 10/01/94
0
1
1319282 O 09/01/09
0
1404526 070/070 F 400,000.00
ZZ
LIEBERT BRUCE E 180 392,094.18
1
1905 JUDD HILLSIDE ROAD 8.500 3,938.96
41
8.250 3,938.96
990,000.00
HONOLULU HI 96822 1 08/23/94
00
1328800 05 10/01/94
0
1328800 O 09/01/09
0
1404527 070/070 F 96,700.00
ZZ
VANDERWALT DOUW G 180 92,593.43
1
1985 BRANCH VALLEY DRIVE 8.500 952.24
66
8.250 952.24
148,000.00
ROSWELL GA 30076 2 09/26/94
00
1347025 03 11/01/94
0
1347025 O 10/01/09
0
1404528 070/070 F 125,000.00
ZZ
SHEVLIN MICHAEL 180 122,486.52
1
10801 BECKFORD AVENUE 8.500 1,230.92
55
8.250 1,230.92
230,000.00
LOS ANGELES CA 91326 2 09/09/94
00
1453455 05 11/01/94
0
1453455 O 10/01/09
0
1404529 070/070 F 348,750.00
ZZ
BARTLOW BRUCE G 180 342,862.70
1
22132 LASSEN VIEW DR 8.500 3,434.28
90
8.250 3,434.28
387,500.00
PALO CEDRO CA 96073 1 09/27/94
01
1748299 05 11/01/94
17
1748299 O 10/01/09
0
1404530 070/070 F 228,800.00
ZZ
MICHELSEN PETER J 180 224,937.70
1
36 HILLSIDE ROAD 8.500 2,253.08
80
8.250 2,253.08
286,000.00
DANBURY CT 06811 1 09/14/94
00
2148708 05 11/01/94
0
2148708 O 10/01/09
0
1
1404531 070/070 F 132,000.00
ZZ
WINSTON WILLIAM A 180 127,841.33
1
212 EAST ROBLIN STREET 8.500 1,299.86
60
8.250 1,299.86
220,000.00
CARSON CA 90746 2 05/12/94
00
9418766 05 06/01/94
0
9418766 O 05/01/09
0
1404532 070/070 F 85,000.00
ZZ
TODD FREDERIC B 180 82,083.25
1
11180 EDGEWOOD ROAD 8.500 837.03
65
8.250 837.03
132,500.00
AUBURN CA 95603 2 04/22/94
00
9418798 05 06/01/94
0
9418798 O 05/01/09
0
1404533 070/070 F 29,500.00
ZZ
RUNYAN BEVERLY A 180 28,420.31
1
467 S CALLE EL SEGUNDO APT D14 8.500 290.50
63
8.250 290.50
47,500.00
PALM SPRINGS CA 92262 2 04/26/94
00
9418890 01 06/01/94
0
9418890 O 05/01/09
0
1404534 070/070 F 114,700.00
ZZ
CLAGG REFORD J 180 111,086.35
1
6200 ROSEWOOD AVE 8.500 1,129.50
72
8.250 1,129.50
160,000.00
BAKERSFIELD CA 93306 2 04/19/94
00
9418980 05 06/01/94
0
9418980 O 05/01/09
0
1404535 070/070 F 54,900.00
ZZ
WIGLEY KEITH E 180 51,533.59
1
1066 O'DONNELL AVE 8.500 540.62
66
8.250 540.62
84,000.00
SACRAMENTO CA 95838 2 05/03/94
00
9463328 05 06/01/94
0
9463328 O 05/01/09
0
1404536 070/070 F 83,500.00
ZZ
YOUNG DAVID V 180 80,869.33
3
803 S ENCINA ST 8.500 822.26
67
8.250 822.26
126,000.00
1
VISALLIA CA 93277 2 04/19/94
00
9463432 05 06/01/94
0
9463432 O 05/01/09
0
1404537 070/070 F 63,200.00
ZZ
ZUEHLKE ROGER L 180 62,144.76
2
1130 SOUTH 91ST STREET 8.625 626.99
80
8.375 626.99
79,000.00
WEST ALLIS WI 53214 5 09/16/94
00
1120977 05 11/01/94
0
1120977 O 10/01/09
0
1404538 070/070 F 127,000.00
ZZ
REHEM SAMY 180 123,653.01
1
4807 BURBURY ST. 8.625 1,259.94
51
8.375 1,259.94
252,811.00
SUGAR LAND TX 77479 1 09/19/94
00
1274916 03 11/01/94
0
1274916 O 10/01/09
0
1404540 070/070 F 102,500.00
ZZ
THOMAS JOHN W 180 100,736.23
1
1716 CHILDERLEE LANE NE 8.625 1,016.88
67
8.375 1,016.88
153,500.00
ATLANTA GA 30329 2 08/31/94
00
1643658 05 11/01/94
0
1643658 O 10/01/09
0
1404541 070/070 F 160,000.00
ZZ
MALIK ABBAS 180 157,328.42
1
236 HOLLYWOOD AVENUE 8.625 1,587.33
62
8.375 1,587.33
260,000.00
LONG BRANCH NJ 07740 1 09/19/94
00
1651034 05 11/01/94
0
1651034 O 10/01/09
0
1404542 070/070 F 283,500.00
T
ASHER KEITH G 180 278,766.31
1
730 BERMUDA STREET 8.625 2,812.55
90
8.375 2,812.55
315,000.00
AUSTIN TX 78734 1 09/22/94
04
1784221 05 11/01/94
30
1784221 O 10/01/09
0
1
1404543 070/070 F 256,450.00
ZZ
MARTIN MICHAEL 180 252,167.96
1
5745 143RD PLACE SOUTHEAST 8.625 2,544.19
90
8.375 2,544.19
284,950.00
BELLEVUE WA 98006 1 09/22/94
10
1828267 05 11/01/94
17
1828267 O 10/01/09
0
1404544 070/070 F 245,000.00
ZZ
PITOCK TODD 180 240,909.13
1
131 RADNOR AVENUE 8.625 2,430.60
70
8.375 2,430.60
350,000.00
VILLANOVA PA 19085 1 09/28/94
00
1992683 05 11/01/94
0
1992683 O 10/01/09
0
1404545 070/070 F 300,000.00
ZZ
BRITO OCTAVIO N 180 294,990.80
1
676 GROVE STREET 8.625 2,976.24
78
8.375 2,976.24
385,000.00
FRAMINGHAM MA 01701 2 09/26/94
00
1999086 05 11/01/94
0
1999086 O 10/01/09
0
1404547 070/070 F 324,000.00
ZZ
DAVIS III THOMAS L 180 319,507.93
1
4617 NINTH STREET 8.625 3,214.34
80
8.375 3,214.34
405,000.00
RIVERSIDE CA 92501 2 10/04/94
00
9240916 05 12/01/94
0
9240916 O 11/01/09
0
1404549 070/070 F 157,000.00
ZZ
SMITH THOMAS M 120 148,440.26
1
1070 HAPPY VALLEY RD 8.625 1,957.09
44
8.375 1,957.09
360,000.00
PLEASANTON CA 94566 2 05/27/94
00
9476166 05 07/01/94
0
9476166 O 06/01/04
0
1404551 070/070 F 344,540.00
ZZ
LIVERMORE DOUGLAS S 180 339,763.18
1
1
34478 MCKENZIE VIEW DRIVE 8.625 3,418.11
69
8.375 3,418.11
502,000.00
SPRINGFIELD OR 97478 2 09/30/94
00
9541848 05 12/01/94
0
9541848 O 11/01/09
0
1404552 070/070 F 245,700.00
ZZ
DZOGHI PETER 180 242,293.52
1
4637 CONCHITA WAY 8.625 2,437.54
70
8.375 2,437.54
351,000.00
TARZANA (AREA) CA 91356 1 10/13/94
00
9635942 05 12/01/94
0
9635942 O 11/01/09
0
1404553 070/070 F 244,000.00
ZZ
KING STEVEN 180 237,236.54
1
6 SPARTA 8.625 2,420.68
80
8.375 2,420.68
305,000.00
IRVINE CA 92714 1 07/11/94
00
9694946 03 09/01/94
0
9694946 O 08/01/09
0
1404554 070/070 F 125,000.00
ZZ
EL-KHAZEN CHEIK F 180 121,869.03
1
951 VIA ONDULANDO 8.750 1,249.31
50
8.500 1,249.31
250,000.00
VENTURA CA 93003 1 06/27/94
00
1011498 05 08/01/94
0
1011498 O 07/01/09
0
1404555 070/070 F 164,500.00
ZZ
PATEL HARSHAD B 180 157,631.81
1
1-24 LYNCREST AVENUE 8.750 1,644.09
70
8.500 1,644.09
235,000.00
FAIRLAWN NJ 07410 1 08/31/94
00
1030152 05 10/01/94
0
1030152 O 09/01/09
0
1404556 070/070 F 250,000.00
ZZ
SELIG JOSEPH N 180 245,871.16
1
194 HARBOR VIEW SOUTH 8.750 2,498.62
50
8.500 2,498.62
505,000.00
LAWRENCE NY 11559 1 09/30/94
00
1031616 05 11/01/94
0
1
1031616 O 10/01/09
0
1404557 070/070 F 350,000.00
ZZ
MEYSKENS JR FRANK L 180 344,219.61
1
30 MORNING BREEZE 8.750 3,498.07
87
8.500 3,498.07
405,000.00
IRVINE CA 92715 1 09/13/94
10
1112155 01 11/01/94
17
1112155 O 10/01/09
0
1404558 070/070 F 350,000.00
T
POWERS ROBERT A 180 343,231.47
1
214 BITTERROOT ROAD 8.750 3,498.07
50
8.500 3,498.07
700,000.00
SUN VALLEY ID 83353 1 08/22/94
00
1212414 05 10/01/94
0
1212414 O 09/01/09
0
1404559 070/070 F 506,250.00
ZZ
MCGAW ROBERT 180 495,295.05
1
2416 SARAH SPENCE 8.750 5,059.71
75
8.500 5,059.71
680,000.00
WILLIAMSBURG VA 23185 4 09/15/94
00
1228795 03 11/01/94
0
1228795 O 10/01/09
0
1404560 070/070 F 322,400.00
ZZ
SAKAI SHOKO 180 317,979.06
1
4338 MANORVIEW COURT 8.750 3,222.22
78
8.500 3,222.22
415,805.00
MOORPARK CA 93021 1 10/12/94
00
1283014 03 12/01/94
0
1283014 O 11/01/09
0
1404561 070/070 F 300,000.00
ZZ
LEE KIL U 180 295,045.34
1
2101 RIMCREST DRIVE 8.750 2,998.35
45
8.500 2,998.35
675,000.00
GLENDALE CA 91202 1 09/27/94
00
1649739 05 11/01/94
0
1649739 O 10/01/09
0
1
1404562 070/070 F 472,000.00
ZZ
CHEN JOHN 180 464,204.70
1
2137 KAHALA CIRCLE 8.750 4,717.40
77
8.500 4,717.40
614,290.00
CASTLE ROCK CO 80104 1 09/23/94
00
1669455 03 11/01/94
0
1669455 O 10/01/09
0
1404563 070/070 F 319,000.00
ZZ
WILLIAMS SUSAN S 180 314,625.67
1
29 FOXWOOD COVE 8.750 3,188.24
78
8.500 3,188.24
414,000.00
HOLLISTON MA 01746 2 10/27/94
00
2052876 05 12/01/94
0
2052876 O 11/01/09
0
1404564 070/070 F 70,000.00
ZZ
KIM WOONG R 180 68,541.01
1
7701 DE PALMA STREET 8.750 699.61
33
8.500 699.61
215,000.00
DOWNEY CA 90241 1 09/12/94
00
2142970 05 11/01/94
0
2142970 O 10/01/09
0
1404565 070/070 F 249,200.00
ZZ
O'KEEFE PATRICK 180 244,957.96
1
3196 HAMPSHIRE CT 8.750 2,490.63
80
8.500 2,490.63
311,500.00
FRISCO TX 75034 1 09/14/94
00
2258711 03 11/01/94
0
2258711 O 10/01/09
0
1404566 070/070 F 250,000.00
ZZ
KOWALSKI THOMAS R 180 245,871.16
1
5285 SANFORD CIRCLE EAST 8.750 2,498.62
65
8.500 2,498.62
390,000.00
ENGLEWOOD CO 80110 5 09/21/94
00
9587926 05 11/01/94
0
9587926 O 10/01/09
0
1404567 070/070 F 175,000.00
ZZ
COHEN HANNA 180 172,141.35
1
2275 EAST 65TH STREET 8.875 1,761.98
64
8.625 1,761.98
275,000.00
1
BROOKLYN NY 11234 1 09/22/94
00
1030966 05 11/01/94
0
1030966 O 10/01/09
0
1404568 070/070 F 195,000.00
ZZ
KIM KIHEON 180 191,814.64
1
111 BRANDYWINE WAY 8.875 1,963.35
63
8.625 1,963.35
310,000.00
WALNUT CREEK CA 94598 2 09/09/94
00
1360981 05 11/01/94
0
1360981 O 10/01/09
0
1404569 070/070 F 310,000.00
ZZ
DEL VECCHIO JOSEPH 180 304,872.76
1
6 BELLAIN AVENUE 8.875 3,121.22
66
8.625 3,121.22
475,000.00
HARRISON NY 10528 2 09/06/94
00
1811186 05 11/01/94
0
1811186 O 10/01/09
0
1404571 070/070 F 136,500.00
ZZ
HAM YONG-PAE 180 133,917.43
1
43570 COLUMBIA 9.000 1,384.47
70
8.750 1,384.47
195,000.00
CLINTON TOWNSHI MI 48038 1 08/18/94
00
1350253 05 10/01/94
0
1350253 O 09/01/09
0
1404573 070/070 F 350,000.00
ZZ
DAVIES ALLEN D 180 344,943.76
1
5823 LAKE HARBOR 9.000 3,549.93
56
8.750 3,549.93
625,000.00
NORTON SHORES MI 49441 2 10/04/94
00
1740035 05 12/01/94
0
1740035 O 11/01/09
0
1404574 070/070 F 225,000.00
ZZ
SPRINGER LAURA J 180 220,742.98
1
36 HASTINGS DRIVE 9.000 2,282.10
75
8.750 2,282.10
300,000.00
FORT SALONGA NY 11768 1 08/29/94
00
1747640 05 10/01/94
0
1747640 O 09/01/09
0
1
1404789 356/356 F 292,000.00
ZZ
HILO NARCISO B 180 292,000.00
1
3759 BENTON STREET 9.250 3,005.25
60
9.125 3,005.25
492,000.00
SANTA CLARA CA 95051 1 03/06/95
00
2255966 05 05/01/95
0
2255966 O 04/01/10
0
1404806 450/450 F 252,000.00
ZZ
HERBERHOLZ MICHAEL W 180 251,341.53
1
32530 EASTLADY 9.125 2,574.72
79
VILLAGE OF 8.875 2,574.72
320,000.00
BEVERLY HILLS MI 48025 1 02/03/95
00
3819406 05 04/01/95
0
3819406 O 03/01/10
0
1405007 405/405 F 38,500.00
ZZ
GUERRERO OLIVIA 180 38,016.98
1
2202 NORTH 29TH STREET 9.750 407.86
70
9.500 407.86
55,000.00
PHOENIX AZ 85008 1 10/28/94
00
3536265 05 12/01/94
0
3536265 O 11/01/09
0
1405018 635/728 F 359,300.00
ZZ
DOEHLA WOLFGANG H 180 359,300.00
1
193 CEDAR LANE 9.125 3,671.03
56
8.875 3,671.03
650,000.00
NEW CANAAN CT 06840 5 03/23/95
00
0380102385 05 05/01/95
0
6114151 O 04/01/10
0
1405023 450/450 F 55,950.00
ZZ
GUINN VIRGINIA L 180 55,802.15
1
6120 MERRIFIELD DRIVE 9.000 567.48
70
8.750 567.48
79,950.00
RICHMOND VA 23235 1 02/17/95
00
45911063 05 04/01/95
0
45911063 O 03/01/10
0
1405027 822/728 F 220,000.00
T
GROFF HARVEY G 180 218,300.85
1
1
9 DELAWARE AVENUE 9.375 2,280.73
80
9.125 2,280.73
275,000.00
REHOBOTH BEACH DE 19971 1 12/05/94
00
0380098336 05 02/01/95
0
0106050974 O 01/01/10
0
1405150 696/728 F 192,000.00
ZZ
LARIJANI ZIAEDDIN 180 191,486.86
1
10 RED GRANITE COURT 8.875 1,933.14
72
8.625 1,933.14
270,000.00
GAITHERSBURG MD 20877 2 02/27/95
00
0380097080 05 04/01/95
0
6020248 O 03/01/10
0
1405165 363/363 F 275,000.00
ZZ
MILLER R A 180 274,281.43
1
535 RETREAT LANE NORTH 9.125 2,809.72
70
9.000 2,809.72
395,000.00
POWELL OH 43065 1 02/28/95
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1814000017 05 04/01/95
0
1814000017 O 03/01/10
0
1405166 764/728 F 212,000.00
ZZ
KIM SHARLENE C 180 212,000.00
1
895 SOUTH BRONSON AVENUE 8.750 2,118.83
80
8.500 2,118.83
265,000.00
LOS ANGELES CA 90005 1 03/13/95
00
0380099961 05 05/01/95
0
889466 O 04/01/10
0
1405198 195/728 F 355,000.00
ZZ
ELLIOTT G L 180 354,029.67
1
3003 WESTHURST COURT 8.625 3,521.89
50
8.375 3,521.89
710,000.00
OAKTON VA 22124 1 02/23/95
00
0380098351 05 04/01/95
0
45767 O 03/01/10
0
1405205 158/158 F 228,000.00
ZZ
LUIB RAYMUNDO E 180 227,383.76
1
75-39 179TH STREET 8.750 2,278.74
80
8.500 2,278.74
285,000.00
FRESH MEADOWS NY 11366 1 02/24/95
00
2537884 05 04/01/95
0
1
2537884 O 03/01/10
0
1405236 070/070 F 350,000.00
ZZ
OGREN KATHRYN L 180 344,155.94
1
3295 LORRAINE DRIVE 8.625 3,472.28
54
8.375 3,472.28
650,000.00
MISSOULA MT 59803 5 10/14/94
00
9228662 05 11/01/94
0
9228662 O 10/01/09
0
1405265 686/686 F 53,250.00
ZZ
VO KHOA V 180 53,108.64
1
1742 TINSMAN AVENUE 8.950 538.52
75
8.700 538.52
71,000.00
PENNSAUKEN NJ 08110 1 02/28/95
00
30816060016 05 04/01/95
0
30816060016 O 03/01/10
0
1405266 686/686 F 30,000.00
ZZ
NASH RODNEY S 180 29,920.71
1
7197 LINNIE COVE 9.000 304.29
38
8.750 304.29
79,900.00
ARLINGTON TN 38002 1 02/24/95
00
30816186969 05 04/01/95
0
30816186969 O 03/01/10
0
1405267 686/686 F 141,200.00
ZZ
NGUYEN THANH V 180 140,539.31
1
1100 SADLERS CLOSE 9.375 1,463.82
75
9.125 1,463.82
188,295.00
MARIETTA GA 30068 1 02/28/95
00
30816685523 03 04/01/95
0
30816685523 O 03/01/10
0
1405338 052/052 F 170,000.00
ZZ
KIM GYE R 180 168,672.18
1
LOT 12 MESA PLACE 9.250 1,749.63
56
NANUET T/O 9.000 1,749.63
304,180.00
CLARKSTOWN NY 10954 1 12/15/94
00
303512 05 02/01/95
0
303512 O 01/01/10
0
1
1405339 052/052 F 50,700.00
ZZ
LITTEL BRADLEY G 180 50,350.68
1
2122 RUSK STREET 9.875 540.96
44
9.625 540.96
115,759.00
MADISON WI 53704 2 01/23/95
00
311265 05 03/01/95
0
311265 O 02/01/10
0
1405340 052/052 F 121,400.00
ZZ
RAJPUT HASHMAT A 180 120,419.41
1
1 BEACH ROAD 8.875 1,222.31
75
8.625 1,222.31
162,000.00
OSSINING NY 10562 1 12/20/94
00
308611 05 02/01/95
0
308611 O 01/01/10
0
1405359 324/728 F 252,000.00
ZZ
BRINZ LAURA A 180 251,318.88
1
206 RUE ST PETER 8.750 2,518.62
90
8.500 2,518.62
280,000.00
METAIRIE LA 70005 1 03/03/95
04
0380099862 07 04/01/95
25
2443131641 O 03/01/10
0
1405365 169/169 F 425,000.00
ZZ
MALEK KENNETH J 180 423,931.50
1
16215 THOROUGHBRED DR 9.550 4,450.79
61
9.125 4,450.79
700,000.00
WADSWORTH IL 60083 2 02/17/95
00
4224175 03 04/01/95
0
4224175 O 03/01/10
0
1405370 828/728 F 167,250.00
ZZ
PAYNE III WILLIE 180 167,250.00
1
6726 PEBBLE BEACH DRIVE 8.750 1,671.58
79
8.500 1,671.58
213,000.00
HOUSTON TX 77069 2 03/27/95
00
0380105271 05 05/01/95
0
50060044 O 04/01/10
0
1405378 686/686 F 20,000.00
ZZ
SINCLAIR DENNIS 180 20,000.00
1
21 DALLAS PARK DRIVE #210 8.925 201.97
29
8.675 201.97
69,900.00
1
DRACUT MA 01826 1 03/03/95
00
30816561914 01 05/01/95
0
30816561914 O 04/01/10
0
1405407 299/728 F 208,150.00
ZZ
DILLARD GLENN W 180 206,449.87
1
3211 PINELAND ROAD, S.W. 8.750 2,080.36
79
8.500 2,080.36
264,000.00
ROANOKE VA 24018 2 12/02/94
00
0380099011 05 02/01/95
0
269975 O 01/01/10
0
1405413 299/728 F 225,000.00
ZZ
PANCAKE CHERRI M 180 222,373.44
1
6815 NW CONCORD DRIVE 8.500 2,215.66
63
8.250 2,215.66
360,000.00
CORVALLIS OR 97330 4 11/03/94
00
0380098880 05 01/01/95
0
277690 O 12/01/09
0
1405462 249/249 F 250,000.00
ZZ
GRELLA NUNZIO J 180 250,000.00
1
12 MARYLAND STREET 9.625 2,629.45
70
9.375 2,629.45
360,000.00
DIX HILLS NY 11746 2 03/03/95
00
606060966 05 05/01/95
0
606060966 O 04/01/10
0
1405508 116/116 F 540,000.00
ZZ
DING VINCENT S 180 540,000.00
1
45 RED SABLE POINT 8.625 5,357.23
80
8.500 5,357.23
675,000.00
THE WOODLANDS TX 77380 1 03/31/95
00
465419753 03 05/01/95
0
465419753 O 04/01/10
0
1405517 652/652 F 280,000.00
T
KASPAREK GEORGE 180 279,243.21
1
13175 SMILEY PLACE 8.750 2,798.46
64
8.500 2,798.46
440,000.00
ATASCADERO CA 93422 1 02/23/95
00
9648023 03 04/01/95
0
9648023 O 03/01/10
0
1
1405518 299/728 F 275,000.00
ZZ
LAGARCE JEFFREY P 180 274,222.74
1
145 GREYSTONE LANE 8.250 2,667.89
40
8.000 2,667.89
700,000.00
SUDBURY MA 01776 1 02/06/95
00
0380098955 05 04/01/95
0
275741 O 03/01/10
0
1405521 729/729 F 491,400.00
ZZ
COOPER JERRY D 180 491,400.00
1
3243 RILMAN LAKE COURT 8.875 4,947.64
70
8.625 4,947.64
702,550.00
ATLANTA GA 30327 1 03/17/95
00
100103782 05 05/01/95
0
100103782 O 04/01/10
0
1405524 299/728 F 275,000.00
ZZ
RICKS JR ROBERT E 180 274,265.02
1
3024 TRAVIS POND ROAD 8.875 2,768.83
76
8.625 2,768.83
365,000.00
WILLIAMSBURG VA 23185 2 02/03/95
00
0380099094 05 04/01/95
0
280101 O 03/01/10
0
1405601 776/728 F 350,000.00
ZZ
ABBOTT JAMES A 180 350,000.00
1
1018 SANDCASTLE DRIVE 8.875 3,523.95
54
CORONA DEL MAR AREA 8.625 3,523.95
650,000.00
NEWPORT BEACH CA 92625 1 03/13/95
00
0380106006 03 05/01/95
0
1120603 O 04/01/10
0
1405619 018/018 F 230,400.00
ZZ
AVANT MICHAEL D 180 230,400.00
1
4164 OLD LEEDS LANE 8.375 2,251.99
72
8.125 2,251.99
320,000.00
BIRMINGHAM AL 35213 1 03/10/95
00
219923 05 05/01/95
0
219923 O 04/01/10
0
1405780 480/728 F 34,500.00
T
RIVERA JOSE 180 34,500.00
1
1
8107 SW 72 AVENUE #405 9.500 360.26
50
9.250 360.26
69,000.00
MIAMI FL 33143 1 03/15/95
00
0380099508 01 05/01/95
0
1066364 O 04/01/10
0
1405790 324/728 F 206,150.00
ZZ
YING TSAI-LUNG 180 206,150.00
1
8140 JESTER BOULEVARD 9.000 2,090.92
75
8.750 2,090.92
274,900.00
AUSTIN TX 78750 1 03/09/95
00
0380099722 03 05/01/95
0
50252831 O 04/01/10
0
1405806 076/076 F 357,700.00
ZZ
HERMANS MICHAEL R 180 354,810.74
1
2806 SLEEPY HOLLOW LANE 8.875 3,601.49
79
8.625 3,601.49
455,000.00
TEMPLE TX 76502 2 12/14/94
00
4284902 05 02/01/95
0
4284902 O 01/01/10
0
1405807 076/076 F 272,100.00
ZZ
MITCHELL FRANK E 180 269,125.92
1
9213 PEGASUS COURT 8.750 2,719.50
28
8.500 2,719.50
985,000.00
POTOMAC MD 20854 2 11/07/94
00
4346292 03 01/01/95
0
4346292 O 12/01/09
0
1405808 076/076 F 350,000.00
ZZ
KLEINFELDER JAMES H 180 349,116.04
1
35310 INDIAN CAMP TRAIL 9.500 3,654.79
37
9.250 3,654.79
950,000.00
SCOTTSDALE AZ 85262 2 02/14/95
00
4364032 03 04/01/95
0
4364032 O 03/01/10
0
1405809 076/076 F 243,000.00
ZZ
DRAKE JOHN E 180 241,753.69
1
14212 PLAYA DEL REY 9.375 2,519.17
54
9.125 2,519.17
450,000.00
CORPUS CHRISTI TX 78418 2 01/06/95
00
4421102 03 03/01/95
0
1
4421102 O 02/01/10
0
1405810 076/076 F 228,000.00
ZZ
COLLINSWORTH ROBERT F 180 226,869.73
1
MARCH HILL ROAD 9.750 2,415.35
84
9.500 2,415.35
272,000.00
WALPOLE NH 03608 2 01/31/95
04
4423192 05 03/01/95
12
4423192 O 02/01/10
0
1405811 076/076 F 110,500.00
ZZ
PAUSEWANG CARL B 180 109,933.26
1
860 LAKE VIEW DRIVE 9.375 1,145.55
63
9.125 1,145.55
177,500.00
MONTGOMERY TX 77356 2 01/26/95
00
4429652 03 03/01/95
0
4429652 O 02/01/10
0
1405812 076/076 F 246,400.00
ZZ
REDDY GOPAL 180 245,748.85
1
35 FERNGLEN DR 9.000 2,499.15
80
8.750 2,499.15
311,000.00
THE WOODLANDS TX 77380 1 02/15/95
00
4435402 03 04/01/95
0
4435402 O 03/01/10
0
1405813 076/076 F 250,000.00
ZZ
PARKER BARRY M 180 249,346.75
1
2480 CLAXTON DAIRY ROAD 9.125 2,554.29
56
8.875 2,554.29
450,000.00
DUBLIN GA 31021 5 02/03/95
00
4548602 05 04/01/95
0
4548602 O 03/01/10
0
1405960 822/728 F 296,250.00
ZZ
BULLEN ANNABELLEA 180 292,051.55
1
1867 GLENWOLD DRIVE 8.375 2,895.63
75
8.125 2,895.63
395,000.00
PAOLI PA 19301 2 10/19/94
00
0380099771 03 12/01/94
0
0136049087 O 11/01/09
0
1
1406581 661/661 F 384,000.00
ZZ
DALLMAN THOMAS G 180 383,030.18
1
2024 CACTUS COURT 9.500 4,009.82
80
9.250 4,009.82
480,000.00
BULLHEAD CITY AZ 86442 1 02/28/95
00
2097012 03 04/01/95
0
2097012 O 03/01/10
0
1406828 375/728 F 216,000.00
ZZ
BARTEL TAD D 180 215,435.59
1
35886 WILLAMA VISTA STREET 9.125 2,206.91
80
8.875 2,206.91
270,000.00
PLEASANT HILL OR 97455 1 02/14/95
00
0380100207 05 04/01/95
0
370728 O 03/01/10
0
1406940 637/728 F 300,000.00
T
SPIEGEL MORTON L 180 300,000.00
1
1400 S. OCEAN BLVD. N1006 9.250 3,087.58
33
9.000 3,087.58
920,000.00
BOCA RATON FL 33432 1 03/15/95
00
0380100942 06 05/01/95
0
4430732 O 04/01/10
0
1407014 249/249 F 94,000.00
ZZ
PAGANO DIANE M 180 94,000.00
1
631 PENNSYLVANIA COURT 9.375 974.49
33
9.125 974.49
293,000.00
ARLINGTON HEIGH IL 60005 2 03/09/95
00
505273669 05 05/01/95
0
505273669 O 04/01/10
0
1407612 083/728 F 200,000.00
ZZ
KIM KWANG S 180 197,376.30
1
224-38 77TH AVENUE 9.250 2,058.38
68
9.000 2,058.38
297,000.00
BAYSIDE NY 11364 1 10/03/94
00
0380102328 05 12/01/94
0
1072260 O 11/01/09
0
1407635 439/439 F 250,000.00
ZZ
FINGAL MARY M 180 250,000.00
1
7343 EAST SADDLEHORN WAY 8.500 2,461.85
79
8.250 2,461.85
320,000.00
1
ORANGE CA 92669 2 03/09/95
00
17645896 05 05/01/95
0
17645896 O 04/01/10
0
1407648 450/728 F 400,000.00
ZZ
SIGNORI OSCAR 174 400,000.00
1
12 GLENEAGLES CT 7.875 3,862.64
69
7.625 3,862.64
585,435.00
DEARBORN MI 48126 1 03/07/95
00
0380101221 01 05/01/95
0
3604386 O 10/01/09
0
1407656 083/728 F 400,000.00
ZZ
AMMONS ROBERT E 180 398,930.95
1
3823 ARNOLD STREET 8.875 4,027.38
78
8.625 4,027.38
515,000.00
HOUSTON TX 77005 1 02/10/95
00
0380102286 05 04/01/95
0
1078934 O 03/01/10
0
1407660 686/686 F 76,500.00
ZZ
ENG RAYMOND 180 76,500.00
1
1221 ROLLING MEADOWS DRIVE 9.100 780.48
75
8.850 780.48
102,000.00
ROCKLEDGE FL 32955 1 03/13/95
00
30816192850 05 05/01/95
0
30816192850 O 04/01/10
0
1407661 686/686 F 60,000.00
ZZ
CHESNES GERARD J 180 60,000.00
1
4301 RIDGEWOOD COURT UNIT 43A 9.500 626.54
71
9.250 626.54
85,000.00
PALM BCH GARDEN FL 33403 1 03/10/95
00
30816741524 03 05/01/95
0
30816741524 O 04/01/10
0
1407663 686/686 F 131,200.00
ZZ
POSSENTI VALERIE 180 131,200.00
1
1281 NW 94TH AVENUE 9.150 1,342.46
75
8.900 1,342.46
175,000.00
PLANTATION FL 33322 1 03/17/95
00
30816526362 03 05/01/95
0
30816526362 O 04/01/10
0
1
1407665 686/686 F 30,000.00
ZZ
BEZERRA JEANETTE 180 30,000.00
1
3725 NE 169TH ST #106 8.900 302.50
55
8.650 302.50
55,000.00
N MIAMI BEACH FL 33160 1 03/15/95
00
30816595599 01 05/01/95
0
30816595599 O 04/01/10
0
1407675 083/728 F 98,700.00
ZZ
GORDON STEPHEN P 180 97,376.14
1
1706 WOODPOND WAY 9.000 1,001.08
73
8.750 1,001.08
136,500.00
LUTZ FL 33549 1 11/05/94
00
0380102278 05 12/01/94
0
1064091 O 11/01/09
0
1407688 083/728 F 450,000.00
ZZ
HAUSKE JAMES R 180 448,810.80
1
168 ALTA VISTA WAY 9.000 4,564.20
80
8.750 4,564.20
562,500.00
DANVILLE CA 94506 1 02/02/95
00
0380102351 03 04/01/95
0
1067843 O 03/01/10
0
1407697 051/728 F 615,000.00
ZZ
ANSELL LEE V 180 615,000.00
1
415 FALL RIVER ROAD 8.500 6,056.15
75
8.250 6,056.15
820,000.00
HOUSTON TX 77024 2 03/17/95
00
0380101478 03 05/01/95
0
30100283 O 04/01/10
0
1407709 249/249 F 160,000.00
ZZ
KIM IN S 180 160,000.00
1
941 BUCKEYE DRIVE 8.875 1,610.95
52
8.625 1,610.95
310,000.00
SUNNYVALE CA 94086 1 03/17/95
00
309710583 05 05/01/95
0
309710583 O 04/01/10
0
1407721 450/728 F 110,000.00
ZZ
KENNEL WILLIAM P 180 110,000.00
1
1
6548 ANDERSONVILLE ROAD 8.500 1,083.21
53
8.250 1,083.21
210,000.00
INDEPENDENCE TW MI 48329 1 03/17/95
00
0380101213 05 05/01/95
0
3819596 O 04/01/10
0
1407723 450/728 F 400,000.00
ZZ
TYLER NATALIE 174 346,121.26
1
5003 ELMGATE DRIVE 7.375 3,749.45
48
7.125 3,749.45
850,000.00
ORCHARD LAKE VI MI 48324 1 12/29/94
00
0380101205 05 02/01/95
0
3638111 O 07/01/09
0
1407736 447/447 F 220,000.00
ZZ
DANIGELES ATHINA J 180 174,971.98
3
6520 WEST GUNNISON 9.000 2,231.39
71
8.750 2,231.39
310,000.00
HARWOOD HEIGHTS IL 60656 1 06/14/91
00
800530 05 08/01/91
0
800530 O 07/01/06
0
1407880 614/728 F 231,900.00
T
AUSTIN DANIEL C 180 231,314.32
1
259 FAWN COURT 9.500 2,421.56
80
9.250 2,421.56
289,900.00
SILVERTHORNE CO 80498 1 02/28/95
00
0380101940 05 04/01/95
0
3500075292 O 03/01/10
0
1414775 429/429 F 60,000.00
ZZ
NATALE DENNIS M 180 59,329.56
1
832 PITTSBURGH ROAD 8.500 590.84
57
8.250 590.84
107,000.00
BUTLER PA 16001 5 11/23/94
00
94113316 05 01/01/95
0
94113316 O 12/01/09
0
1414777 429/429 F 83,000.00
ZZ
COATES DAVID S 180 82,306.85
1
1703 GLENDALE ROAD 8.500 817.34
57
8.250 817.34
148,000.00
E. NOTTINGHAM T PA 19363 1 12/05/94
00
94113372 05 02/01/95
0
1
94113372 O 01/01/10
0
1414778 429/429 F 115,000.00
ZZ
LEE KWANG S 180 113,686.35
1
1943 CHESTER AVENUE 8.250 1,115.67
67
8.000 1,115.67
173,500.00
TOWNSHIP OF ABI PA 19001 1 11/21/94
00
94088349 05 01/01/95
0
94088349 O 12/01/09
0
1414779 429/429 F 309,200.00
ZZ
O'BRIEN STEPHEN 180 305,857.63
1
14 LISA LANE 8.875 3,113.17
80
8.625 3,113.17
386,500.00
WALTHAM MA 02154 1 11/10/94
00
94090626 05 01/01/95
0
94090626 O 12/01/09
0
1414780 429/429 F 644,000.00
ZZ
RAMNATH RAMACHAND 180 636,961.01
1
6 WHITE BIRCH ROAD 8.750 6,436.45
70
8.500 6,436.45
920,000.00
OYSTER BAY COVE NY 11791 5 12/01/94
00
94036155 05 01/01/95
0
94036155 O 12/01/09
0
1414783 429/429 F 320,000.00
ZZ
LI MING Y 180 316,654.55
1
1 COLUMBINE ROAD 9.250 3,293.42
59
9.000 3,293.42
550,000.00
WESTON MA 02193 1 12/01/94
00
94113671 05 01/01/95
0
94113671 O 12/01/09
0
1414784 429/429 F 50,000.00
ZZ
ALEXIADES MICHAEL T 180 49,737.70
1
921 WATERFORD DRIVE BLDG. #9 9.125 510.86
56
8.875 510.86
89,990.00
EDISON NJ 08817 1 01/20/95
00
94102745 01 03/01/95
0
94102745 O 02/01/10
0
1
1414785 429/429 F 269,000.00
ZZ
MORRIS PETER L 180 269,000.00
1
225 9TH STREET, SE 9.500 2,808.97
75
9.250 2,808.97
360,000.00
WASHINGTON DC 20003 5 03/03/95
00
95012068 07 05/01/95
0
95012068 O 04/01/10
0
1414786 429/429 F 252,000.00
ZZ
MASSEY KEVIN A 180 249,184.06
1
38 R SILVERBROOK LANE 8.500 2,481.55
80
8.250 2,481.55
316,000.00
NORTH GRANBY CT 06060 1 11/23/94
00
94101220 05 01/01/95
0
94101220 O 12/01/09
0
1414787 429/429 F 176,000.00
ZZ
ROTH ERIC 180 174,118.53
1
8 CULPEPER KEY 9.000 1,785.11
70
8.750 1,785.11
252,475.00
COLTS NECK NJ 07722 1 11/15/94
00
94063461 01 01/01/95
0
94063461 O 12/01/09
0
1414788 429/429 F 235,000.00
ZZ
BOTTINO WILLIAM A 180 233,164.47
1
23 ARUNDEL ROAD 9.250 2,418.61
67
9.000 2,418.61
355,000.00
POMPTON PLAINS NJ 07444 1 12/30/94
00
94113363 05 02/01/95
0
94113363 O 01/01/10
0
1414789 429/429 F 275,000.00
ZZ
STEIN HENRY A 180 273,524.61
1
1241 SNELL ISLE BLVD. N.E. 8.875 2,768.83
70
8.625 2,768.83
395,000.00
ST. PETERSBURG FL 33704 1 01/11/95
00
94113867 05 03/01/95
0
94113867 O 02/01/10
0
1414791 429/429 F 265,600.00
ZZ
YIM KEUN T 180 263,478.47
1
1610 RIDGE HAVEN RUN 9.000 2,693.90
72
8.750 2,693.90
374,000.00
1
ALPHARETTA GA 30202 1 12/07/94
00
94113877 03 02/01/95
0
94113877 O 01/01/10
0
1414793 429/429 F 305,000.00
ZZ
KOSCICA JAMES P 180 303,381.91
1
14 ALLAIRE AVENUE 9.000 3,093.52
71
8.750 3,093.52
430,000.00
MIDDLETOWN NJ 07748 1 01/13/95
00
94102892 05 03/01/95
0
94102892 O 02/01/10
0
1414794 429/429 F 143,500.00
ZZ
GHALE NARENDRA 180 143,120.43
1
14 SEVENTH STREET 8.990 1,454.62
70
8.740 1,454.62
205,000.00
GARDEN CITY PAR NY 11040 1 02/08/95
00
94102064 05 04/01/95
0
94102064 O 03/01/10
0
1414797 429/429 F 50,000.00
ZZ
KELLY EDWARD 180 49,737.70
1
6 REDWOOD DRIVE 9.125 510.86
22
8.875 510.86
237,000.00
GREAT RIVER NY 11739 1 01/10/95
00
94113791 05 03/01/95
0
94113791 O 02/01/10
0
1414800 429/429 F 196,000.00
ZZ
DAVIDSON JAMES E 180 194,326.61
1
4 HOOPES DRIVE 8.250 1,901.48
70
8.000 1,901.48
280,000.00
NEW GARDEN TOWN PA 19350 1 12/09/94
00
94075808 05 02/01/95
0
94075808 O 01/01/10
0
1414801 429/429 F 50,000.00
ZZ
CAMDEN HOWARD D 180 49,719.50
1
27 PARKER PASS U 1 LOWER B 5-7 8.375 488.72
68
8.125 488.72
73,990.00
COLTS NECK NJ 07722 1 01/20/95
00
94088974 01 03/01/95
0
94088974 O 02/01/10
0
1
1414802 429/429 F 500,000.00
ZZ
HU KUNG C 180 494,531.89
1
12508 PALATINE COURT 8.750 4,997.25
61
8.500 4,997.25
824,000.00
POTOMAC MD 20854 1 12/01/94
00
94101241 05 01/01/95
0
94101241 O 12/01/09
0
1414803 429/429 F 189,000.00
ZZ
CHEUNG JAMES 180 187,997.31
1
141 WEST PLAIN STREET 9.000 1,916.97
70
8.750 1,916.97
270,000.00
WAYLAND MA 01778 1 01/13/95
00
94127154 05 03/01/95
0
94127154 O 02/01/10
0
1414805 429/429 F 210,000.00
ZZ
COPPIELLIE RAYMOND L 180 210,000.00
1
7396 STONEBROOK DRIVE 8.875 2,114.37
72
8.625 2,114.37
295,000.00
CANTON MI 48187 4 03/14/95
00
95023125 05 05/01/95
0
95023125 O 04/01/10
0
1414850 696/728 F 280,000.00
ZZ
COSTANZO ANTHONY P 180 280,000.00
1
310 NORTH PITT STREET 9.375 2,902.75
67
9.125 2,902.75
420,000.00
ALEXANDRIA VA 22314 1 03/15/95
00
0380103763 07 05/01/95
0
2085168 O 04/01/10
0
1414851 131/728 F 41,400.00
ZZ
LARSON DONALD L 180 41,289.36
1
2544 MCKNIGHT ROAD 8.875 416.83
48
8.625 416.83
88,000.00
NORTH SAINT PAU MN 55109 2 02/22/95
00
0380105339 05 04/01/95
0
2571961 O 03/01/10
0
1414894 083/728 F 110,000.00
ZZ
VOGELSBERG WILLIAM 180 108,474.92
1
1
139 GILMAR LANE 8.625 1,091.29
40
8.375 1,091.29
280,000.00
ROSLYN HEIGHTS NY 11577 1 10/14/94
00
0380105834 05 12/01/94
0
1074082 O 11/01/09
0
1414905 083/728 F 257,200.00
ZZ
LACLAUSTRA YVETTE 180 257,200.00
1
1672 FLAGLER MANOR CIRCLE 9.125 2,627.85
90
8.875 2,627.85
286,000.00
WEST PALM BEACH FL 33411 1 03/17/95
14
0380105487 03 05/01/95
22
1082171 O 04/01/10
0
1414911 742/728 F 114,000.00
ZZ
MATTHEWS PARTICK B 180 114,000.00
1
70 BANK STREET 9.625 1,199.03
60
9.375 1,199.03
190,000.00
VALLEY STREAM NY 11580 1 03/29/95
00
0380105990 05 05/01/95
0
2883304 O 04/01/10
0
TOTAL NUMBER OF LOANS : 433
TOTAL ORIGINAL BALANCE : 106,808,773.71
TOTAL PRINCIPAL BALANCE : 105,020,175.63
TOTAL ORIGINAL P+I : 1,069,008.72
TOTAL CURRENT P+I : 1,069,008.72
***************************
* END OF REPORT *
***************************
RUN ON : 04/17/95 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 14.13.03 FIXED PASSTHRU REPORT
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S4
CUTOFF : 04/01/95
POOL : 0004168
:
:
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
1352282 .2500
213,837.68 .0800
6.5000 .0000
6.2500 .0000
6.1700 .0000
6.1700 .0000
1355180 .1250
44,583.09 .0800
6.8750 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1360118 .1700
106,840.47 .0300
7.5000 .0000
7.3300 .0000
7.3000 .0000
7.3000 .0000
1370509 .2500
351,888.14 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1377755 .2500
67,164.01 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.4200 .0000
1377867 .2500
107,077.16 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1
1377876 .2500
157,147.67 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.2950 .0000
1379329 .1250
117,567.24 .0800
7.1250 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1380115 .2500
233,202.41 .0800
6.2500 .0000
6.0000 .0000
5.9200 .0000
5.9200 .0000
1381068 .2500
396,875.73 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1381295 .2500
122,899.22 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1383214 .2500
265,757.98 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1383948 .2500
241,258.15 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1384395 .2500
126,708.49 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1
1385300 .1700
123,917.35 .0300
7.1250 .0000
6.9550 .0000
6.9250 .0000
6.9250 .0000
1385713 .1250
99,527.57 .0800
8.2500 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1385888 .1250
1,100,743.20 .0800
8.0000 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1385903 .1250
220,842.48 .0800
7.3750 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1385959 .1700
165,741.93 .0300
8.7500 .0000
8.5800 .0000
8.5500 .0000
8.0000 .5500
1385963 .1700
124,759.19 .0300
8.6250 .0000
8.4550 .0000
8.4250 .0000
8.0000 .4250
1386357 .2500
97,523.75 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1387356 .2500
122,242.56 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1
1387761 .2500
248,026.58 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1387830 .1250
261,792.32 .0800
8.2500 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1389439 .2500
490,829.11 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1390218 .2500
113,207.37 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1390851 .2500
635,610.29 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1391245 .1700
552,150.16 .0300
8.5000 .0000
8.3300 .0000
8.3000 .0000
8.0000 .3000
1392132 .2500
211,786.19 .0800
8.6500 .0000
8.4000 .0000
8.3200 .0000
8.0000 .3200
1392869 .2500
276,160.45 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1
1392871 .1700
286,368.08 .0300
8.7500 .0000
8.5800 .0000
8.5500 .0000
8.0000 .5500
1392942 .2500
271,180.73 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1393036 .1700
148,733.41 .0300
8.3750 .0000
8.2050 .0000
8.1750 .0000
8.0000 .1750
1393980 .1700
207,044.90 .0300
8.5000 .0000
8.3300 .0000
8.3000 .0000
8.0000 .3000
1394057 .1700
394,268.94 .0300
8.2500 .0000
8.0800 .0000
8.0500 .0000
8.0000 .0500
1394185 .2500
258,164.72 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1394248 .1700
244,140.55 .0300
7.8750 .0000
7.7050 .0000
7.6750 .0000
7.6750 .0000
1394324 .1700
335,211.91 .0300
8.5000 .0000
8.3300 .0000
8.3000 .0000
8.0000 .3000
1
1394337 .2500
294,880.21 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394409 .1700
216,406.26 .0300
8.8750 .0000
8.7050 .0000
8.6750 .0000
8.0000 .6750
1394412 .2500
270,356.93 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1394592 .2500
321,430.30 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1394715 .2500
83,131.60 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1394775 .2500
442,873.52 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.0000 .3450
1394861 .6250
210,230.71 .0800
8.7500 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394862 .6250
245,165.28 .0800
8.7500 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1
1394863 .3750
242,118.15 .0800
8.5000 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394864 .6250
176,519.01 .0800
8.7500 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394865 .8750
391,807.25 .0800
9.0000 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394866 .8750
349,264.49 .0800
9.0000 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394867 .6250
256,677.04 .0800
8.7500 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394868 .3750
351,161.98 .0800
8.5000 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394869 .6250
342,129.55 .0800
8.7500 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394870 1.0000
196,612.77 .0800
9.1250 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1
1394872 .7500
352,427.14 .0800
8.8750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394873 .5000
323,548.25 .0800
8.6250 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394874 1.1250
162,187.22 .0800
9.2500 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394875 .2500
152,354.73 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394876 .5000
343,157.21 .0800
8.6250 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394877 .8750
274,702.34 .0800
9.0000 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394878 .7500
299,754.31 .0800
8.8750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394879 .5000
239,108.60 .0800
8.6250 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1
1394880 .8750
362,999.53 .0800
9.0000 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394881 .3750
232,021.73 .0800
8.5000 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394882 .2500
245,004.92 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394883 .6250
196,696.89 .0800
8.7500 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394884 .2500
226,188.58 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394885 .1250
122,450.86 .0800
8.2500 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394886 .2500
325,547.73 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1394887 .6250
241,937.16 .0800
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110,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1407723 .2500
346,121.26 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
7.0950 .0000
1407736 .2500
174,971.98 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1
1407880 .2500
231,314.32 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.0000 1.2200
1414775 .2500
59,329.56 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1414777 .2500
82,306.85 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1414778 .2500
113,686.35 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1414779 .2500
305,857.63 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1414780 .2500
636,961.01 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1414783 .2500
316,654.55 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1414784 .2500
49,737.70 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1
1414785 .2500
269,000.00 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1414786 .2500
249,184.06 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1414787 .2500
174,118.53 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1414788 .2500
233,164.47 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1414789 .2500
273,524.61 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1414791 .2500
263,478.47 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1414793 .2500
303,381.91 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1414794 .2500
143,120.43 .0800
8.9900 .0000
8.7400 .0000
8.6600 .0000
8.0000 .6600
1
1414797 .2500
49,737.70 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1414800 .2500
194,326.61 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1414801 .2500
49,719.50 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1414802 .2500
494,531.89 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1414803 .2500
187,997.31 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1414805 .2500
210,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1414850 .2500
280,000.00 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1414851 .2500
41,289.36 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1
1414894 .2500
108,474.92 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.0000 .3450
1414905 .2500
257,200.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1414911 .2500
114,000.00 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.0000 1.3450
TOTAL NUMBER OF LOANS: 433
TOTAL BALANCE........: 105,020,175.63
RUN ON : 04/17/95 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 14.13.03 INITIAL SECURITY FEES
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S4 FIXED SUMMARY REPORT
CUTOFF : 04/01/95
POOL : 0004168
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM
TO
CURR NOTE RATE 8.7018 6.2500
10.0000
RFC NET RATE 8.4398 6.0000
9.7500
NET MTG RATE(INVSTR RATE) 8.3761 5.9200
9.7200
POST STRIP RATE 7.9199 5.9200
8.0000
SUB SERV FEE .2620 .1250
1.1250
MSTR SERV FEE .0637 .0300
.0800
ALL EXP .0000 .0000
.0000
MISC EXP .0000 .0000
.0000
SPREAD .0000 .0000
.0000
STRIP .4562 .0000
1.7200
TOTAL NUMBER OF LOANS: 433
TOTAL BALANCE........: 105,020,175.63
***************************
* END OF REPORT *
***************************
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be
amended,
supplemented or otherwise modified from time to time,
this "Contract") is made this _________ day of _______,
19____, by and between Residential Funding Corporation,
its successors and assigns ("Residential Funding") and
_____________________ (the "Seller/Servicer," and,
together with Residential Funding, the "parties" and
each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell
Loans
to, and/or service Loans for, Residential Funding, and
Residential Funding desires to purchase Loans from the
Seller/Servicer and/or have the Seller/Servicer service
various of its Loans, pursuant to the terms of this
Contract and the Residential Funding Seller and
Servicer Guides incorporated herein by reference, as
amended, supplemented or otherwise modified, from time
to time (together, the "Guides").
NOW, THEREFORE, in consideration of the
premises,
and the terms, conditions and agreements set forth
below, the parties agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has
received and read the Guides. All provisions of the
Guides are incorporated by reference into and made a
part of this Contract, and shall be binding upon the
parties; provided, however, that the Seller/Servicer
shall be entitled to sell Loans to and/or service Loans
for Residential Funding only if and for so long as it
shall have been authorized to do so by Residential
Funding in writing; provided, further that if the
Seller/Servicer does not service Loans for Residential
Funding, the provisions of the Residential Funding
Servicer Guide shall be inapplicable, and if the
Seller/Servicer does not sell Loans to Residential
Funding, the provisions of the Residential Funding
Seller Guide shall be inapplicable, in each case until
such time as the Seller/Servicer does service Loans for
or, as appropriate, does sell Loans to Residential
Funding. 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 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.
(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, nor
any basis therefor
known to either
party, that questions
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 no such
obligation adversely
affects its
capacity to fulfill
any of its promises
or duties 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. Unless Residential Funding
specifies otherwise, any such sale, assignment,
conveyance, hypothecation, pledge or transfer shall be
effective upon written notice by Residential Funding to
the Seller/Servicer.
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 certified mail, return receipt
requested, postage prepaid, to the addresses below.
However, another name or address or both may be
substituted by the Seller/Servicer pursuant to the
requirements of this paragraph 8, or by Residential
Funding pursuant to an amendment to the Guides.
If to Residential Funding, notice must be sent to the
appropriate address specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
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 section 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]
(If none, so state.)
(Name of
Seller/Servicer)
By:
(Signature)
By:
(Typed Name)
(Typed
Name)
Title:
Title:
ATTEST:
RESIDENTIAL FUNDING
CORPORATION
By:
(Signature)
By:
(Typed Name)
(Typed
Name)
Title:
Title:
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
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn,
deposes and says:
1. That he is [Title of Officer] of [Name
of
Owner] (record or beneficial owner of the Mortgage
Pass-Through Certificates, Series 1995-S4, 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. That the Owner is aware that the
Trustee
will not register the transfer of any Class R
Certificates unless the transferee, or the transferee's
agent, delivers to it an affidavit and agreement, among
other things, in substantially the same form as this
affidavit and agreement. The Owner expressly agrees
that it will not consummate any such transfer if it
knows or believes that any of the representations
contained in such affidavit and agreement are false.
6. That the Owner has reviewed the
restrictions set forth on the face of the Class R
Certificates and the provisions of Section 5.02(g) of
the Pooling and Servicing Agreement under which the
Class R Certificates were issued (in particular, clause
(iii)(A) and (iii)(B) of Section 5.02(f) which
authorize the Trustee to deliver payments to a person
other than the Owner and negotiate a mandatory sale by
the Trustee in the event the Owner holds such
Certificates in violation of Section 5.02(f)). The
Owner expressly agrees to be bound by and to comply
with such restrictions and provisions.
7. That the Owner consents to any
additional
restrictions or arrangements that shall be deemed
necessary upon advice of counsel to constitute a
reasonable arrangement to ensure that the Class R
Certificates will only be owned, directly or
indirectly, by an Owner that is not a disqualified
organization.
8. The Owner's Taxpayer Identification
Number is ______________.
9. This affidavit and agreement relates
only
to the Class R Certificates held by the Owner and not
to any other holder of the Class R Certificates. The
Owner understands that the liabilities described herein
relate only to the Class R Certificates.
10. That no purpose of the Owner relating
to
the transfer of any of the Class R Certificates by the
Owner is or will be to impede the assessment or
collection of any tax.
11. That the Owner has no
present knowledge
or expectation that it will be unable to pay any United
States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the
Owner hereby represents to and for the benefit of the
person from whom it acquired the Class R Certificate
that the Owner intends to pay taxes associated with
holding such Class R Certificate as they become due,
fully understanding that it may incur tax liabilities
in excess of any cash flows generated by the Class R
Certificate.
12. That the Owner has no
present knowledge
or expectation that it will become insolvent or subject
to a bankruptcy proceeding for so long as any of the
Class R Certificates remain outstanding.
13. The Owner is a citizen
or resident of
the United States, a corporation, partnership or other
entity created or organized in, or under the laws of,
the United States or any political subdivision thereof,
or an estate or trust whose income from sources without
the United States is includible in gross income for
United States federal income tax purposes regardless of
its connection with the conduct of a trade or business
within the United States.
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 Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series
1995-S4
Re: Mortgage Pass-Through
Certificates,
Series 1995-S4, Class
R
Ladies and Gentlemen:
This letter is delivered to you in
connection
with the transfer by _______________________________
(the "Seller") to _______________________________ (the
"Purchaser") of $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through
Certificates, Series 1995-S4, Class R (the
"Certificates"), pursuant to Section 5.02 of the
Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of April 1, 1995, among
Residential Funding Mortgage Securities I, 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:
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series
1995-S4
RE: Mortgage Pass-Through
Certificates,
Series 1995-S4, Class
Ladies and Gentlemen:
_________________________
(the
"Purchaser")
intends to purchase from ___________________________
(the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through
Certificates, Series 1995-S4, Class __ (the
"Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of April 1, 1995, among
Residential Funding Mortgage Securities I, 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 is not an employee
benefit plan subject to the Employee
Retirement Income Security Act of 1974,
as amended ("ERISA"), or the Internal Revenue
Code of 1986 (the "Code"), or an
investment
manager, a 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, and understands that
registration of transfer of any
Certificate
to any such employee benefit plan, or to
any person acting on behalf of or purchasing
any Certificate with "plan assets" of any such
plan, will not be made unless such
employee benefit plan delivers an opinion of its
counsel, addressed and satisfactory to the
Trustee, the Company and the Master
Servicer,to the effect that the purchase and
holding of a Certificate by, on behalf of or with
"plan assets" of such plan is permissible
under applicable law, would not constitute
or result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975
of the Code and would not subject the
Company, the Master Servicer or the Trustee to any
obligation or liability (including
liabilities under Section 406 of ERISA or
Section 4975 of the Code) in addition to
those undertaken in the Pooling and
Servicing Agreement or any other liability.
7.
The Purchaser is not a non-United
States person.
Very truly yours,
By:
Name:
Title:
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1995-
S4
Re: Mortgage Pass-Through
Certificates, Series 1995-S4, Class
Ladies and Gentlemen:
In connection with the sale by
(the "Seller") to (the "Purchaser")
of $ Initial Certificate Principal Balance
of Mortgage Pass-Through Certificates, Series 1995-S4,
Class (the "Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of April 1, 1995, among
Residential Funding Mortgage Securities I, 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:
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered
holder
(the "Seller"), intends to transfer the Rule 144A
Securities described above to the undersigned buyer
(the "Buyer").
1. In connection with such transfer and
in
accordance with the agreements pursuant to which the
Rule 144A Securities were issued, the Seller hereby
certifies the following facts: Neither the Seller nor
anyone acting on its behalf has offered, transferred,
pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or
any other similar security to, or solicited any offer
to buy or accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest
in the Rule 144A Securities or any other similar
security from, or otherwise approached or negotiated
with respect to the Rule 144A Securities, any interest
in the Rule 144A Securities or any other similar
security with, any person in any manner, or made any
general solicitation by means of general advertising or
in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A
Securities under the Securities Act of 1933, as amended
(the "1933 Act"), or that would render the disposition
of the Rule 144A Securities a violation of Section 5 of
the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A
Securities to any person other than the Buyer or
another "qualified institutional buyer" as defined in
Rule 144A under the 1933 Act.
2. The Buyer warrants and represents to,
and
covenants with, the Seller, the Trustee and the Master
Servicer (as defined in the Pooling and Servicing
Agreement (the "Agreement"), dated as of April 1, 1995,
among Residential Funding Corporation as Master
Servicer, Residential Funding Mortgage Securities I,
Inc. as depositor pursuant to Section 5.02 of the
Agreement and Bankers Trust 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 warrants and represents to,
and covenants with, the Seller, the Trustee, Master
Servicer and the Company that either (1) the Buyer is
(A) not an employee benefit plan (within the meaning of
Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA")), or a plan (within
the meaning of Section 4975(e)(1) of the Internal
Revenue Code of 1986 ("Code")), which (in either case)
is subject to ERISA or Section 4975 of the Code (both a
"Plan"), and (B) is not directly or indirectly
purchasing the Rule 144A Securities on behalf of, as
investment manager of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan, or (2) the
Buyer understands that registration of transfer of any
Rule 144A Securities to any Plan, or to any Person
acting on behalf of any Plan, will not be made unless
such Plan (delivers an opinion of its counsel,
addressed and satisfactory to the Trustee, the Company
and the Master Servicer, to the effect that the
purchase and holding of the Rule 144A Securities by, on
behalf of or with "plan assets" of any Plan would not
constitute or result in a prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code, and
would not subject the Company, the Master Servicer or
the Trustee to any obligation or liability (including
liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in the Pooling and
Servicing Agreement or any other liability.]
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:
EXHIBIT M
[Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 12.01(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 Sections
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
an Opinion of Counsel (which need not be an opinion of
Independent counsel) to the effect that obtaining such
substitute corporate guaranty, irrevocable letter of
credit, surety bond, insurance policy or similar
instrument or reserve fund will not cause either (a)
any federal tax to be imposed on the Trust Fund,
including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860(F)(a)(1)
of the Code or on "contributions after the startup
date" under Section 860(G)(d)(1) of the Code or (b) the
Trust Fund to fail to qualify as a REMIC at any time
that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute
Limited Guaranty or Subordinate Certificate Loss
Obligation is for an initial amount not less than the
then current Amount Available and contains provisions
that are in all material respects equivalent to the
original Limited Guaranty or Subordinate Certificate
Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such
instrument will be borne by the Trust Fund), (B) the
long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate
Loss Obligation (if not supported by the Limited
Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General
Motors Acceptance Corporation as of the date of
issuance of the Limited Guaranty and (b) the rating of
the long term debt obligations of General Motors
Acceptance Corporation at the date of such substitution
and (C) the Company obtains written confirmation from
each nationally recognized credit rating agency that
rated the Class B Certificates at the request of the
Company that such substitution shall not lower the
rating on the Class B Certificates below the lesser of
(a) the then-current rating assigned to the Class B
Certificates by such rating agency and (b) the original
rating assigned to the Class B Certificates by such
rating agency. Any replacement of the Limited Guaranty
or Subordinate Certificate Loss Obligation pursuant to
this Section shall be accompanied by a written Opinion
of Counsel to the substitute guarantor or obligor,
addressed to the Master Servicer and the Trustee, that
such substitute instrument constitutes a legal, valid
and binding obligation of the substitute guarantor or
obligor, enforceable in accordance with its terms, and
concerning such other matters as the Master Servicer
and the Trustee shall reasonably request. Neither the
Company, the Master Servicer nor the Trustee shall be
obligated to substitute for or replace the Limited
Guaranty or Subordinate Certificate Loss Obligation
under any circumstance.
Section 12.02. Amendments Relating to the
Limited Guaranty. Notwithstanding Sections 11.01 or
12.01: (i) the provisions of this Article XII may be
amended, superseded or deleted, (ii) the Limited
Guaranty or Subordinate Certificate Loss Obligation may
be amended, reduced or canceled, and (iii) any other
provision of this Agreement which is related or
incidental to the matters described in this Article XII
may be amended in any manner; in each case by written
instrument executed or consented to by the Company and
Residential Funding but without the consent of any
Certificateholder and without the consent of the Master
Servicer or the Trustee being required unless any such
amendment would impose any additional obligation on, or
otherwise adversely affect the interests of, the Master
Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each
nationally recognized credit rating agency that rated
the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion
or cancellation will not lower the rating on the Class
B Certificates below the lesser of (a) the then-current
rating assigned to the Class B Certificates by such
rating agency and (b) the original rating assigned to
the Class B Certificates by such rating agency, unless
(A) the Holder of 100% of the Class B Certificates is
Residential Funding or an Affiliate of Residential
Funding, or (B) such amendment, reduction, deletion or
cancellation is made in accordance with Section
12.01(e) and, provided further that the Company
obtains, in the case of a material amendment or
supersession (but not a reduction, cancellation or
deletion of the Limited Guaranty or the Subordinate
Certificate Loss Obligation), an Opinion of Counsel
(which need not be an opinion of Independent counsel)
to the effect that any such amendment or supersession
will not cause either (a) any federal tax to be imposed
on the Trust Fund, including without limitation, any
federal tax imposed on "prohibited transactions" under
Section 860F(a)(1) of the Code or on "contributions
after the startup date" under Section 860G(d)(1) of the
Code or (b) the Trust Fund to fail to qualify as a
REMIC at any time that any Certificate is outstanding.
A copy of any such instrument shall be provided to the
Trustee and the Master Servicer together with an
Opinion of Counsel that such amendment complies with
this Section 12.02.
EXHIBIT N
[Form of Limited Guaranty]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1995-S4
,
1995
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series
1995-S4
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 11.01 of the Pooling and
Servicing Agreement dated as of April 1, 1995, (the
"Servicing Agreement"), among Residential Funding
Mortgage Securities I, Inc. (the "Company"),
Residential Funding and Bankers Trust Company (the
"Trustee") as amended by Amendment No. 1 thereto, dated
as of , with respect to the Mortgage
Pass-Through Certificates, Series 1995-S4 (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 11.01 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 FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE
LOAN
__________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1995-
S4
Re: Mortgage Pass-Through Certificates,
Series 1995-S4 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 April 1,
1995, among Residential Funding Mortgage Securities I,
Inc., as seller (the "Company"), Residential Funding
Corporation, as master servicer, and the Trustee. All
terms used herein and not otherwise defined shall have
the meanings set forth in the Pooling and Servicing
Agreement. The Lender hereby certifies, represents and
warrants to, and covenants with, the Master Servicer and
the Trustee that:
(i) the Mortgage Loan is
secured by Mortgaged
Property located in a jurisdiction in which an assignment
in lieu of satisfaction is required to preserve lien
priority, minimize or avoid mortgage recording taxes or
otherwise comply with, or facilitate a refinancing under,
the laws of such jurisdiction;
(ii) the substance of the
assignment is, and is
intended to be, a refinancing of such Mortgage Loan and
the form of the transaction is solely to comply with, or
facilitate the transaction under, such local laws;
(iii) the Mortgage Loan
following the proposed
assignment will be modified to have a rate of interest at
least 0.25 percent below or above the rate of interest on
such Mortgage Loan prior to such proposed assignment; and
(iv) such assignment is at
the request of the
borrower under the related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
EXHIBIT P
Schedule of Discount Fractions
1995-S4 SCHEDULE OF DISCOUNT MORTGAGE LOANS
LOAN PRINCIPAL NET MTG DISCOUNT PO
NUMBER BALANCE RATE FRACTION BALANCE
1380115 233,202.41 5.92% 26.0000000000% $60,632.63
1352282 213,837.68 6.17% 22.8750000000% $48,915.37
1377755 67,164.01 6.42% 19.7500000000% $13,264.89
1397144 290,607.50 6.55% 18.1875000000% $52,854.24
1355180 44,583.09 6.67% 16.6250000000% $7,411.94
1400216 235,038.21 6.67% 16.6250000000% $39,075.10
1370509 351,888.14 6.67% 16.6250000000% $58,501.40
1397203 254,156.55 6.75% 15.6250000000% $39,711.96
1400222 295,616.51 6.80% 15.0625000000% $44,527.24
1379329 117,567.24 6.92% 13.5000000000% $15,871.58
1385300 123,917.35 6.93% 13.4375000000% $16,651.39
1400220 305,407.57 7.05% 11.9375000000% $36,458.03
1407723 346,121.26 7.10% 11.3125000000% $39,154.97
1397189 292,512.26 7.13% 10.9375000000% $31,993.53
1397186 286,122.15 7.13% 10.9375000000% $31,294.61
1404497 244,614.65 7.17% 10.3750000000% $25,378.77
1377867 107,077.16 7.17% 10.3750000000% $11,109.26
1385903 220,842.48 7.17% 10.3750000000% $22,912.41
1404496 522,207.85 7.17% 10.3750000000% $54,179.06
1377876 157,147.67 7.30% 8.8125000000% $13,848.64
1360118 106,840.47 7.30% 8.7500000000% $9,348.54
1404498 112,229.33 7.42% 7.2500000000% $8,136.63
1397212 330,282.50 7.50% 6.2500000000% $20,642.66
1397187 390,134.94 7.50% 6.2500000000% $24,383.43
1397177 439,298.68 7.50% 6.2500000000% $27,456.17
1397183 268,351.41 7.50% 6.2500000000% $16,771.96
1404501 44,037.11 7.55% 5.6875000000% $2,504.61
1400594 273,730.39 7.55% 5.6875000000% $15,568.42
1397141 251,816.34 7.55% 5.6875000000% $14,322.05
1404500 245,544.50 7.55% 5.6875000000% $13,965.34
1397787 155,499.25 7.55% 5.6875000000% $8,844.02
1404499 249,680.40 7.55% 5.6875000000% $14,200.57
1404502 270,242.35 7.55% 5.6875000000% $15,370.03
1407648 400,000.00 7.60% 5.0625000000% $20,250.00
1404504 493,353.54 7.67% 4.1250000000% $20,350.83
1401976 258,000.47 7.67% 4.1250000000% $10,642.52
1404503 300,950.36 7.67% 4.1250000000% $12,414.20
1394248 244,140.55 7.68% 4.0625000000% $9,918.21
1397182 243,321.71 7.75% 3.1250000000% $7,603.80
1404506 393,023.65 7.80% 2.5625000000% $10,071.23
1404505 244,187.55 7.80% 2.5625000000% $6,257.31
1385888 1,100,743.20 7.80% 2.5625000000% $28,206.54
1398295 321,226.29 7.80% 2.5625000000% $8,231.42
1400591 593,070.82 7.85% 1.9375000000% $11,490.75
1397208 98,255.93 7.88% 1.5625000000% $1,535.25
1397199 282,119.94 7.88% 1.5625000000% $4,408.12
1397197 387,180.23 7.88% 1.5625000000% $6,049.69
1397180 213,105.76 7.88% 1.5625000000% $3,329.78
1397178 43,111.60 7.88% 1.5625000000% $673.62
1397190 253,912.62 7.88% 1.5625000000% $3,967.38
1414778 113,686.35 7.92% 1.0000000000% $1,136.86
1404507 288,061.93 7.92% 1.0000000000% $2,880.62
1397143 49,283.56 7.92% 1.0000000000% $492.84
1414800 194,326.61 7.92% 1.0000000000% $1,943.27
1404514 346,386.45 7.92% 1.0000000000% $3,463.86
1394891 221,740.90 7.92% 1.0000000000% $2,217.41
1404508 393,098.98 7.92% 1.0000000000% $3,930.99
1404510 44,422.91 7.92% 1.0000000000% $444.23
1404509 345,927.04 7.92% 1.0000000000% $3,459.27
1404512 38,639.60 7.92% 1.0000000000% $386.40
1397538 205,197.67 7.92% 1.0000000000% $2,051.98
1404511 55,809.13 7.92% 1.0000000000% $558.09
1400592 457,351.91 7.92% 1.0000000000% $4,573.52
1397587 241,559.35 7.97% 0.3750000000% $905.85
1405518 274,222.74 7.97% 0.3750000000% $1,028.34
1399091 359,842.13 7.97% 0.3750000000% $1,349.41
$17,346,580.89 6.0616270328% $1,051,485.04
