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): December 21, 1994
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 of file number) identification no.)
of incorporation)
8400 Normandale Lake Blvd., Suite 600 Minneapolis, MN 55437
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (612) 832-7000
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On December 29, 1994, the Registrant will issue and
sell $107,242,896 initial principal amount of Mortgage
Pass-Through Certificates, Series 1994-S20, Class A,
Class R, Class M-1, Class M-2, Class B-1, Class B-2, and
Class B-3 (the "Certificates") pursuant to a Pooling and
Servicing Agreement to be dated as of December 1, 1994,
among the Registrant, Residential Funding Corporation, as
Master Servicer, and The First National Bank of Chicago,
as Trustee. In connection with the sale of the Series
1994-S20 Class A Certificates (the "Underwritten
Certificates"), the Registrant has been advised by
Residential Funding Securities Corporation (the
"Underwriter") that the Underwriter has furnished to
prospective investors certain yield tables and other
computational materials (the "Computational Materials")
with respect to the Underwritten Certificates following
the effective date of the Registrant's Registration
Statement (No. 33-54227) but prior to the availability of
a final Prospectus relating to the Underwritten
Certificates, which Computational Materials are being
filed manually as exhibits to this report.
The Computational Materials filed herewith have been
provided solely by the Underwriters. The information in
the Computational Materials is preliminary and may be
superseded by the Prospectus Supplement relating to the
Certificates and by any other information subsequently
filed with the Securities and Exchange Commission.
The Computational Materials were prepared by the
Underwriters at the request of certain prospective
investors, based on assumptions provided by, and
satisfying the special requirements of, such prospective
investors. The Computational Materials may not include,
and do not purport to include, information based on
assumptions representing a complete set of possible
scenarios. Accordingly, the Computational Materials may
not be relevant to or appropriate for investors other
than those specifically requesting them.
In addition, the actual characteristics and
performance of the mortgage loans underlying the
Underwritten Certificates (the "Mortgage Loans") may
differ from the assumptions used in the Computational
Materials, which are hypothetical in nature and which
were provided to certain investors only to give a general
sense of how the yield, average life, duration, expected
maturity, interest rate sensitivity and cash flow
characteristics of a particular class of Underwritten
Certificates might vary under varying prepayment and
other scenarios. Any difference between such assumptions
and the actual characteristics and performance of the
Mortgage Loans will affect the actual yield, average
life, duration, expected maturity, interest rate
sensitivity and cash flow characteristics of a particular
class of Underwritten Certificates.
Certain assumptions may have been made in the
Computational Materials which have resulted in certain
returns which are detailed in the Computational
Materials. No representation is made that any returns
set forth in the Computational Materials will be
achieved. Changes to the assumptions may have a material
impact on any returns detailed. Past performance is not
indicative of future results.
<PAGE>
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
99.1 Computational Materials prepared by
Residential Funding Securities
Corporation in connection with the
sale of the Class A Mortgage Pass-
Through Certificates, Series 1994-
S20 of the Registrant.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
By: /s/ Robert S. Conway
Name: Robert S. Conway
Title: Vice President
Dated: December 21, 1994
<PAGE>
INDEX OF EXHIBITS
Exhibit Description Page
99.1 Computational Materials prepared by
Residential Funding Securities Corporation in
connection with the sale of the Class A
Mortgage Pass-Through Certificates, Series
1994-S20 of the Registrant.
SERIES 1994-S20 POOLING AND SERVICING AGREEMENT
EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1994
Mortgage Pass-Through Certificates
Series 1994-S20
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions . . . . . . . . . 2
Accrued Certificate Interest . . . . . . . . 2
Adjusted Mortgage Rate . . . . . . . . . . . 2
Adjustment Date. . . . . . . . . . . . . . . 3
Advance. . . . . . . . . . . . . . . . . . . 3
Affiliate. . . . . . . . . . . . . . . . . . 3
Agreement. . . . . . . . . . . . . . . . . . 3
Amount Held for Future
Distribution . . . . . . . . . . . . . 3
Appraised Value. . . . . . . . . . . . . . . 3
Assignment . . . . . . . . . . . . . . . . . 3
Assignment Agreement . . . . . . . . . . . . 3
Available Distribution Amount. . . . . . . . 4
Bankruptcy Amount. . . . . . . . . . . . . . 4
Bankruptcy Code. . . . . . . . . . . . . . . 4
Bankruptcy Loss. . . . . . . . . . . . . . . 4
Business Day . . . . . . . . . . . . . . . . 4
Buydown Funds. . . . . . . . . . . . . . . . 5
Buydown Mortgage Loan. . . . . . . . . . . . 5
Cash Liquidation . . . . . . . . . . . . . . 5
Certificate. . . . . . . . . . . . . . . . . 5
Certificate Account. . . . . . . . . . . . . 5
Certificate Account Deposit Date . . . . . . 5
Certificateholder or Holder. . . . . . . . . 5
Certificate Principal Balance. . . . . . . . 5
Certificate Register and
Certificate Registrar. . . . . . . . . 6
Class. . . . . . . . . . . . . . . . . . . . 6
Class A Certificate. . . . . . . . . . . . . 6
Class B Certificate. . . . . . . . . . . . . 6
Class B Percentage . . . . . . . . . . . . . 7
Class B-1 Percentage . . . . . . . . . . . . 7
Class B-1 Prepayment Distribution
Trigger. . . . . . . . . . . . . . . . 7
Class B-2 Percentage . . . . . . . . . . . . 7
Class B-2 Prepayment Distribution
Trigger. . . . . . . . . . . . . . . . 7
Class B-3 Percentage . . . . . . . . . . . . 7
Class B-3 Prepayment Distribution
Trigger. . . . . . . . . . . . . . . . 7
Class M Certificate. . . . . . . . . . . . . 7
Class M Percentage . . . . . . . . . . . . . 8
Class M-1 Percentage . . . . . . . . . . . . 8
Class M-2 Percentage . . . . . . . . . . . . 8
Class M-2 Prepayment Distribution
Trigger. . . . . . . . . . . . . . . . 8
Class R Certificate. . . . . . . . . . . . . 8
Closing Date . . . . . . . . . . . . . . . . 8
Code . . . . . . . . . . . . . . . . . . . . 8
Compensating Interest. . . . . . . . . . . . 8
Converted Mortgage Loan. . . . . . . . . . . 9
Convertible Mortgage Loan. . . . . . . . . . 9
Converting Mortgage Loan . . . . . . . . . . 9
Corporate Trust Office . . . . . . . . . . . 9
Credit Support Depletion Date. . . . . . . . 9
Curtailment. . . . . . . . . . . . . . . . . 9
Custodial Account. . . . . . . . . . . . . . 9
Custodial Agreement. . . . . . . . . . . . . 9
Custodian. . . . . . . . . . . . . . . . . . 9
Cut-off Date . . . . . . . . . . . . . . . . 9
Cut-off Date Principal Balance . . . . . . . 9
Debt Service Reduction . . . . . . . . . . . 9
Deficient Valuation. . . . . . . . . . . . . 10
Deleted Mortgage Loan. . . . . . . . . . . . 10
Destroyed Mortgage Note. . . . . . . . . . . 10
Determination Date . . . . . . . . . . . . . 10
Disqualified Organization. . . . . . . . . . 10
Distribution Date. . . . . . . . . . . . . . 10
Due Date . . . . . . . . . . . . . . . . . . 10
Due Period . . . . . . . . . . . . . . . . . 11
Eligible Account . . . . . . . . . . . . . . 11
Event of Default . . . . . . . . . . . . . . 11
Excess Bankruptcy Loss . . . . . . . . . . . 11
Excess Fraud Loss. . . . . . . . . . . . . . 11
Excess Special Hazard Loss . . . . . . . . . 11
Excess Subordinate Principal
Amount . . . . . . . . . . . . . . . . 11
Extraordinary Events . . . . . . . . . . . . 12
Extraordinary Losses . . . . . . . . . . . . 12
FDIC . . . . . . . . . . . . . . . . . . . . 12
FHLMC. . . . . . . . . . . . . . . . . . . . 12
Final Distribution Date. . . . . . . . . . . 12
Fitch. . . . . . . . . . . . . . . . . . . . 13
FNMA . . . . . . . . . . . . . . . . . . . . 13
Foreclosure Profits. . . . . . . . . . . . . 13
Fraud Loss Amount. . . . . . . . . . . . . . 13
Fraud Losses . . . . . . . . . . . . . . . . 13
Gross Margin . . . . . . . . . . . . . . . . 14
Independent. . . . . . . . . . . . . . . . . 14
Index. . . . . . . . . . . . . . . . . . . . 14
Initial Certificate Principal
Balance. . . . . . . . . . . . . . . . 14
Insurance Proceeds . . . . . . . . . . . . . 14
Insurer. . . . . . . . . . . . . . . . . . . 14
Late Collections . . . . . . . . . . . . . . 14
Liquidation Proceeds . . . . . . . . . . . . 14
Loan-to-Value Ratio. . . . . . . . . . . . . 15
Maturity Date. . . . . . . . . . . . . . . . 15
Maximum Interest Rate. . . . . . . . . . . . 15
Minimum Interest Rate. . . . . . . . . . . . 15
Monthly Payment. . . . . . . . . . . . . . . 15
Moody's. . . . . . . . . . . . . . . . . . . 15
Mortgage . . . . . . . . . . . . . . . . . . 15
Mortgage File. . . . . . . . . . . . . . . . 15
Mortgage Loan Schedule . . . . . . . . . . . 15
Mortgage Loans . . . . . . . . . . . . . . . 17
Mortgage Note. . . . . . . . . . . . . . . . 17
Mortgage Rate. . . . . . . . . . . . . . . . 17
Mortgaged Property . . . . . . . . . . . . . 17
Mortgagor. . . . . . . . . . . . . . . . . . 17
Net Mortgage Rate. . . . . . . . . . . . . . 17
Non-Primary Residence Loans. . . . . . . . . 17
Non-United States Person . . . . . . . . . . 17
Nonrecoverable Advance . . . . . . . . . . . 18
Nonsubserviced Mortgage Loan . . . . . . . . 18
Officers' Certificate. . . . . . . . . . . . 18
Opinion of Counsel . . . . . . . . . . . . . 18
Original Senior Percentage . . . . . . . . . 18
Outstanding Mortgage Loan. . . . . . . . . . 18
Ownership Interest . . . . . . . . . . . . . 18
Pass-Through Rate. . . . . . . . . . . . . . 18
Paying Agent . . . . . . . . . . . . . . . . 19
Percentage Interest. . . . . . . . . . . . . 19
Periodic Cap . . . . . . . . . . . . . . . . 19
Permitted Investments. . . . . . . . . . . . 19
Permitted Transferee . . . . . . . . . . . . 20
Person . . . . . . . . . . . . . . . . . . . 20
Pool Stated Principal Balance. . . . . . . . 20
Prepayment Assumption. . . . . . . . . . . . 20
Prepayment Distribution Percentage . . . . . 21
Prepayment Distribution Trigger. . . . . . . 22
Prepayment Interest Shortfall. . . . . . . . 22
Prepayment Period. . . . . . . . . . . . . . 22
Primary Insurance Policy . . . . . . . . . . 22
Principal Prepayment . . . . . . . . . . . . 22
Principal Prepayment in Full . . . . . . . . 22
Program Guide. . . . . . . . . . . . . . . . 22
Purchase Price . . . . . . . . . . . . . . . 22
Qualified Substitute Mortgage Loan . . . . . 23
Rating Agency. . . . . . . . . . . . . . . . 23
Realized Loss. . . . . . . . . . . . . . . . 23
Record Date. . . . . . . . . . . . . . . . . 24
Regular Certificate. . . . . . . . . . . . . 24
REMIC. . . . . . . . . . . . . . . . . . . . 24
REMIC Provisions . . . . . . . . . . . . . . 24
REO Acquisition. . . . . . . . . . . . . . . 24
REO Disposition. . . . . . . . . . . . . . . 24
REO Imputed Interest . . . . . . . . . . . . 24
REO Proceeds . . . . . . . . . . . . . . . . 24
REO Property . . . . . . . . . . . . . . . . 25
Request for Release. . . . . . . . . . . . . 25
Required Insurance Policy. . . . . . . . . . 25
Residential Funding. . . . . . . . . . . . . 25
Responsible Officer. . . . . . . . . . . . . 25
Seller . . . . . . . . . . . . . . . . . . . 25
Seller's Agreement . . . . . . . . . . . . . 25
Senior Accelerated Distribution
Percentage . . . . . . . . . . . . . . 25
Senior Percentage. . . . . . . . . . . . . . 26
Senior Principal Distribution
Amount . . . . . . . . . . . . . . . . 27
Servicing Accounts . . . . . . . . . . . . . 27
Servicing Advances . . . . . . . . . . . . . 27
Servicing Fee. . . . . . . . . . . . . . . . 27
Servicing Officer. . . . . . . . . . . . . . 27
Special Hazard Amount. . . . . . . . . . . . 27
Special Hazard Loss. . . . . . . . . . . . . 28
Special Hazard Percentage. . . . . . . . . . 28
Standard & Poor's. . . . . . . . . . . . . . 28
Stated Principal Balance . . . . . . . . . . 28
Subordinate Principal Distribution
Amount . . . . . . . . . . . . . . . . 29
Subserviced Mortgage Loan. . . . . . . . . . 29
Subservicer. . . . . . . . . . . . . . . . . 29
Subservicer Advance. . . . . . . . . . . . . 29
Subservicing Account . . . . . . . . . . . . 29
Subservicing Agreement . . . . . . . . . . . 29
Subservicing Fee . . . . . . . . . . . . . . 30
Tax Returns. . . . . . . . . . . . . . . . . 30
Transfer . . . . . . . . . . . . . . . . . . 30
Transferee . . . . . . . . . . . . . . . . . 30
Transferor . . . . . . . . . . . . . . . . . 30
Trust Fund . . . . . . . . . . . . . . . . . 30
Uninsured Cause. . . . . . . . . . . . . . . 31
United States Person . . . . . . . . . . . . 31
Voting Rights. . . . . . . . . . . . . . . . 31
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of
Mortgage Loans . . . . . . 32
Section 2.02. Acceptance by
Trustee. . . . . . . . . . 35
Section 2.03. Representations,
Warranties and
Covenants of the
Master Servicer and
the Company. . . . . . . . 36
Section 2.04. Representations and
Warranties of
Sellers. . . . . . . . . . 40
Section 2.05. Execution and
Authentication of
Certificates . . . . . . . 42
Section 2.06. Miscellaneous REMIC
Provisions . . . . . . . . 42
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to
Act as Servicer. . . . . . 43
Section 3.02. Subservicing
Agreements Between
Master Servicer and
Subservicers;
Enforcement of
Subservicers' and
Sellers'
Obligations. . . . . . . . 44
Section 3.03. Successor
Subservicers . . . . . . . 45
Section 3.04. Liability of the
Master Servicer. . . . . . 45
Section 3.05. No Contractual
Relationship Between
Subservicer and
Trustee or
Certificateholders . . . . 46
Section 3.06. Assumption or
Termination of
Subservicing
Agreements by
Trustee. . . . . . . . . . 46
Section 3.07. Collection of
Certain Mortgage
Loan Payments;
Deposits to
Custodial Account. . . . . 46
Section 3.08. Subservicing
Accounts; Servicing
Accounts . . . . . . . . . 48
Section 3.09. Access to Certain
Documentation and
Information
Regarding the
Mortgage Loans . . . . . . 50
Section 3.10. Permitted
Withdrawals from the
Custodial Account. . . . . 50
Section 3.11. Maintenance of the
Primary Insurance
Policies;
Collections
Thereunder . . . . . . . . 52
Section 3.12. Maintenance of Fire
Insurance and
Omissions and
Fidelity Coverage. . . . . 53
Section 3.13. Enforcement of
Due-on-Sale Clauses;
Assumption and
Modification
Agreements; Certain
Assignments. . . . . . . . 54
Section 3.14. Realization Upon
Defaulted Mortgage
Loans. . . . . . . . . . . 56
Section 3.15. Trustee to
Cooperate; Release
of Mortgage Files. . . . . 59
Section 3.16. Servicing and Other
Compensation;
Compensating
Interest . . . . . . . . . 60
Section 3.17. Reports to the
Trustee and the
Company. . . . . . . . . . 61
Section 3.18. Annual Statement as
to Compliance. . . . . . . 61
Section 3.19. Annual Independent
Public Accountants'
Servicing Report . . . . . 61
Section 3.20. Rights of the
Company in Respect
of the Master
Servicer . . . . . . . . . 62
Section 3.21. Converted Mortgage
Loans; Certain
Procedures and
Purchasers . . . . . . . . 62
Section 3.22. Administration of
Buydown Funds. . . . . . . 64
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account. . . . 65
Section 4.02. Distributions. . . . . . . 65
Section 4.03. Statements to
Certificateholders . . . . 70
Section 4.04. Distribution of
Reports to the
Trustee and the
Company; Advances by
the Master Servicer. . . . 73
Section 4.05. Allocation of
Realized Losses. . . . . . 75
Section 4.06. Reports of
Foreclosures and
Abandonment of
Mortgaged Property . . . . 76
Section 4.07. Optional Purchase of
Defaulted Mortgage Loans . 76
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates . . . . . 77
Section 5.02. Registration of
Transfer and
Exchange of
Certificates . . . . . . . 78
Section 5.03. Mutilated,
Destroyed, Lost or
Stolen Certificates. . . . 83
Section 5.04. Persons Deemed
Owners . . . . . . . . . . 83
Section 5.05. Appointment of
Paying Agent . . . . . . . 83
Section 5.06. Optional Purchase of
Certificates . . . . . . . 84
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective
Liabilities of the
Company and the
Master Servicer. . . . . . 86
Section 6.02. Merger or
Consolidation of the
Company or the
Master Servicer;
Assignment of Rights
and Delegation of
Duties by Master
Servicer . . . . . . . . . 86
Section 6.03. Limitation on
Liability of the
Company, the Master
Servicer and Others. . . . 87
Section 6.04. Company and Master
Servicer Not to
Resign . . . . . . . . . . 88
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. . . . . 89
Section 7.02. Trustee or Company
to Act; Appointment
of Successor . . . . . . . 91
Section 7.03. Notification to
Certificateholders . . . . 92
Section 7.04. Waiver of Events of
Default. . . . . . . . . . 92
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee. . . . . 93
Section 8.02. Certain Matters
Affecting the
Trustee. . . . . . . . . . 95
Section 8.03. Trustee Not Liable
for Certificates or
Mortgage Loans . . . . . . 96
Section 8.04. Trustee May Own
Certificates . . . . . . . 96
Section 8.05. Master Servicer to
Pay Trustee's Fees
and Expenses;
Indemnification. . . . . . 97
Section 8.06. Eligibility
Requirements for
Trustee. . . . . . . . . . 98
Section 8.07. Resignation and
Removal of the
Trustee. . . . . . . . . . 98
Section 8.08. Successor Trustee. . . . . 99
Section 8.09. Merger or
Consolidation of
Trustee. . . . . . . . . . 100
Section 8.10. Appointment of
Co-Trustee or
Separate Trustee . . . . . 100
Section 8.11. Appointment of
Custodians . . . . . . . . 101
Section 8.12. Appointment of
Office or Agency . . . . . 101
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon
Purchase by the
Master Servicer or
the Company or
Liquidation of All
Mortgage Loans . . . . . . 102
Section 9.02. Additional
Termination
Requirements . . . . . . . 104
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC
Administration . . . . . . 106
<PAGE>
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment. . . . . . . . . 110
Section 11.02. Recordation of
Agreement;
Counterparts . . . . . . . 112
Section 11.03. Limitation on Rights
of
Certificateholders . . . . 113
Section 11.04. Governing Law. . . . . . . 114
Section 11.05. Notices. . . . . . . . . . 114
Section 11.06. Notices to Rating
Agency . . . . . . . . . . 114
Section 11.07. Severability of
Provisions . . . . . . . . 115
Section 11.08. Supplemental
Provisions for
Resecuritization . . . . . 115
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 Custodial 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 Text of Amendment to Pooling and Servicing Agreement
Pursuant to Section 11.01(e) for a Limited Guaranty
Exhibit M Form of Limited Guaranty
Exhibit N Form of Lender Certification for Assignment of Mortgage Loan
Exhibit O Form of Rule 144A Investment Representation
<PAGE>
This Pooling and Servicing
Agreement, effective as of December 1, 1994,
among RESIDENTIAL FUNDING MORTGAGE SECURITIES
I, INC., as the company (together with its
permitted successors and assigns, the
"Company"), RESIDENTIAL FUNDING CORPORATION,
as master servicer (together with its
permitted successors and assigns, the "Master
Servicer"), and THE FIRST NATIONAL BANK OF
CHICAGO, a national banking association, 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 seven classes, which in
the aggregate will evidence the entire
beneficial ownership interest in the Mortgage
Loans (as defined herein). As provided
herein, the Master Servicer will make an
election to treat the entire segregated pool
of assets subject to this Agreement
(including the Mortgage Loans but excluding
the Initial Monthly Payment Fund) as a real
estate mortgage investment conduit (a
"REMIC") for federal income tax purposes and
such segregated pool of assets will be
designated as the "Trust Fund." The Class A,
Class M-1, Class M-2, Class B-1, Class B-2
and Class B-3 Certificates will represent
ownership of "regular interests" in the REMIC
consisting of the Trust Fund, and the Class R
Certificates will constitute the sole class
of "residual interest" therein for purposes
of the REMIC Provisions (as defined herein)
under federal income tax law.
The following table sets forth the
designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal
Balance, Maturity Date, initial ratings and
certain features for each Class of
Certificates comprising the interests in the
Trust Fund created hereunder.
Aggregate
Initial
Certificate
Principal
Designation Type Pass-Through Rate Balance Features
- ----------- ----------- ----------------- --------------- -----------
Class A Senior Adjustable Rate $100,003,900.00 Senior
Class R Senior Adjustable Rate $ 100.00 Residual
Class M-1 Mezzanine Adjustable Rate $ 2,949,000.00 Mezzanine
Class M-2 Mezzanine Adjustable Rate $ 1,876,700.00 Mezzanine
Class B-1 Subordinate Adjustable Rate $ 1,072,500.00 Subordinate
Class B-2 Subordinate Adjustable Rate $ 375,400.00 Subordinate
Class B-3 Subordinate Adjustable Rate $ 965,295.81 Subordinate
Initial Ratings
Designation Maturity Date S&P Fitch
- ----------- ---------------- --- -----
Class A October 25, 2024 AAr AA
Class R October 25, 2024 AAr AA
Class M-1 October 25, 2024 N/A A
Class M-2 October 25, 2024 N/A BBB
Class B-1 October 25, 2024 N/A BB
Class B-2 October 25, 2024 N/A B
Class B-3 October 25, 2024 N/A N/A
The Mortgage Loans have an aggregate Cut-off
Date Principal Balance equal to $107,242,895.81. The
Mortgage Loans are adjustable interest rate first
mortgage loans having terms to maturity at origination
or modification of not more than 30 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, any Class M Certificate, any Class B
Certificate or any Class R Certificate, one month's
interest accrued at the then applicable Pass-Through
Rate on the Certificate Principal Balance thereof
immediately prior to such preceding Distribution Date
(or in the case of the first Distribution Date, the
Cut-off Date). 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 B Certificates and Class M 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.
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.
Adjustment Date: As to each Mortgage Loan,
each date set forth in the related Mortgage Note on
which an adjustment to the interest rate on such
Mortgage Loan becomes effective.
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 the lesser of 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 December 29, 1994, between
Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Available Distribution Amount: As to any
Distribution Date, an amount equal to (a) the sum of
(i) the amount relating to the Mortgage Loans on
deposit in the Custodial Account as of the close of
business on the immediately preceding Determination
Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified
Substitute Mortgage Loans, (ii) the amount of any
Advance made on the immediately preceding Certificate
Account Deposit Date, (iii) any amount deposited in the
Certificate Account on the related Certificate Account
Deposit Date pursuant to Section 3.12(a), (iv) any
amount deposited in the Certificate Account pursuant to
Section 4.07, and (v) any amount that the Master
Servicer is not permitted to withdraw from the
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.
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 "The First National Bank of Chicago,
as trustee, in trust for the registered holders of
Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1994-S20"
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. 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.
Certificate Principal Balance: With respect
to each Class A 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 with the
higher 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.
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
Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form
annexed hereto as Exhibit A, senior to the Class M
Certificates and Class B Certificates with respect to
distributions and to the allocation of Realized Losses
as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in the
REMIC as set forth in the Preliminary Statement hereto
for purposes of the REMIC Provisions.
Class B Certificate: Any one of the Class B-
1 Certificates, Class B-2 Certificates or Class B-3
Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form
annexed hereto as Exhibit C, subordinate to the Class
A, Class M and Class R Certificates with respect to
distributions and the allocation of Realized Losses as
set forth in Section 4.05, and evidencing an interest
designated as a "regular interest" in the REMIC for
purposes of the REMIC Provisions.
Class B Percentage: Any one of the Class B-1
Percentage, Class B-2 Percentage or 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) 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 2.25%.
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) 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 1.25%.
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 of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution
Date.
Class B-3 Prepayment Distribution Trigger:
With respect to any Distribution Date, a test that
shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the Certificate
Principal Balances of the Class B-3 Certificates
immediately prior to such Distribution Date divided by
the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) immediately
prior to such Distribution Date is greater than or
equal to 0.9%.
Class M Certificate: Any one of the Class M-
1 Certificates or Class M-2 Certificates executed by
the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as
Exhibit B, subordinate to the Class A and Class R
Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section
4.05, and evidencing an interest designated as a
"regular interest" in the REMIC for purposes of the
REMIC Provisions.
Class M Percentage: Any one of the Class M-1
Percentage or Class M-2 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) 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) 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
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 4.00%.
Class R Certificate: Any one of the Class R
Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form
annexed hereto as Exhibit D, senior to the Class M
Certificates and Class B Certificates and evidencing an
interest designated as a "residual interest" in the
REMIC for purposes of the REMIC Provisions.
Closing Date: December 29, 1994.
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.
Converted Mortgage Loan: Any Convertible
Mortgage Loan with respect to which the interest rate
borne by such Mortgage Loan has been converted from an
adjustable interest rate to a fixed interest rate.
Convertible Mortgage Loan: Any Mortgage Loan
which by its terms grants to the related Mortgagor the
option to convert the interest rate borne by such
Mortgage Loan from an adjustable interest rate to a
fixed interest rate.
Converting Mortgage Loan: Any Convertible
Mortgage Loan with respect to which the related
Mortgagor has given notice of his intent to convert
from an adjustable interest rate to a fixed interest
rate and prior to the conversion of such Mortgage Loan.
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 One North
State Street, 9th Floor, Chicago, Illinois 60602,
Attention: Residential Funding Corporation Series 1994-
S20.
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: December 1, 1994.
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.
Deleted Mortgage Loan: A Mortgage Loan
replaced or to be replaced with a Qualified Substitute
Mortgage Loan.
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.
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) 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 REMIC or any Person having an Ownership
Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest
in a Class R Certificate to such Person. The terms
"United States", "State" and "international
organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month
beginning in the month immediately following the month
of the initial issuance of the Certificates or, if such
25th day is not a Business Day, the Business Day
immediately following such 25th day.
Due Date: With respect to any Distribution
Date, the first day of the month in which such
Distribution Date occurs.
Due Period: With respect to any Distribution
Date, the period commencing on the second day of the
month preceding the month of such Distribution Date and
ending on the related Due Date.
Eligible Account: An account that is any of
the following: (i) maintained with a depository
institution the debt obligations of which have been
rated by each Rating Agency in its highest rating
available, or (ii) an account or accounts in a
depository institution in which such accounts are fully
insured to the limits established by the FDIC, provided
that any deposits not so insured shall, to the extent
acceptable to each Rating Agency, as evidenced in
writing, be maintained such that (as evidenced by an
Opinion of Counsel delivered to the Trustee and each
Rating Agency) the registered Holders of Certificates
have a claim with respect to the funds in such account
or a perfected first security interest against any
collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to
claims of any other depositors or creditors of the
depository institution with which such account is
maintained, or (iii) in the case of the Custodial
Account, either (A) a trust account or accounts
maintained in the corporate trust department of The
First National Bank of Chicago, or (B) an account or
accounts maintained in the corporate asset services
department of The First National Bank of Chicago as
long as its short term debt obligations are rated P-1
(or the equivalent) or better by each Rating Agency,
and its long term debt obligations are rated A2 (or the
equivalent) or better, by each Rating Agency, or (iv)
in the case of the Certificate Account, a trust account
or accounts maintained in the corporate trust division
of The First National Bank of Chicago, or (v) an
account or accounts of a depository institution
acceptable to each Rating Agency (as evidenced in
writing by each Rating Agency that use of any such
account as the Custodial Account or the Certificate
Account will not reduce the rating assigned to any
Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned
to such Certificates as of the Closing Date by such
Rating Agency).
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 amount that would otherwise be
distributable in respect of principal on such classes
of Certificates on such Distribution Date is greater
than (ii) the excess, if any, of the Certificate
Principal Balance of such classes of Certificates
immediately prior to such Distribution Date over the
aggregate amount of Realized Losses to be allocated to
such classes of Certificates on such Distribution Date.
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 which are otherwise covered by
the fidelity bond and the errors and omissions
insurance policy maintained pursuant to Section
3.12(b);
(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 2.00% of the aggregate
outstanding principal balance of all of the Mortgage
Loans as of the Cut-off Date minus the aggregate amount
of Fraud Losses allocated solely to one or more
specific Classes of Certificates in accordance with
Section 4.05 since the Cut-off Date up to such date of
determination and (Y) from the first to the fifth
anniversary of the Cut-off Date, an amount equal to (1)
the lesser of (a) the Fraud Loss Amount as of the most
recent anniversary of the Cut-off Date and (b) 1.00% of
the aggregate outstanding principal balance of all of
the Mortgage Loans as of the most recent anniversary of
the Cut-off Date minus (2) the Fraud Losses allocated
solely to one or more specific Classes of Certificates
in accordance with Section 4.05 since the most recent
anniversary of the Cut-off Date up to such date of
determination. On and after the fifth anniversary of
the Cut-off Date the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced
by the Master Servicer (including accelerating the
manner in which such coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall
(i) obtain written confirmation from each Rating Agency
that such reduction shall not reduce the rating
assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a
copy of such written confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to
which there was fraud in the origination of such
Mortgage Loan.
Gross Margin: As to each Mortgage Loan, the
fixed percentage set forth in the related Mortgage Note
and indicated in Exhibit F hereto as the "NOTE MARGIN,"
which percentage is added to the Index on each
Adjustment Date to determine (subject to rounding in
accordance with the related Mortgage Note, the Periodic
Cap, the Maximum Interest Rate and the Minimum Interest
Rate) the interest rate to be borne by such Mortgage
Loan until the next Adjustment Date.
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.
Index: With respect to any Mortgage Loan and
as to any Adjustment Date therefor, a rate per annum
equal to the weekly average yield on U.S. Treasury
securities adjusted to a constant maturity of one year,
as reported by the Federal Reserve Board in Statistical
Release No. H.15(519), as most recently available as of
the date forty-five days prior to such Adjustment Date
(or fifteen days if so indicated in Exhibit F hereto
under the heading "INT CHG PRIOR DAYS") or, in the
event that such index is no longer available, an index
selected by the Master Servicer and reasonably
acceptable to the Trustee that is based on comparable
information.
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.
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: The latest possible maturity
date, solely for purposes of Section 1.860G-
1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of
Certificates representing a regular interest in the
REMIC would be reduced to zero, which is October 25,
2024, which is the Distribution Date immediately
following the latest scheduled maturity date of any
Mortgage Loan.
Maximum Interest Rate: As to any Mortgage
Loan, the maximum interest rate that may be borne by
such Mortgage Loan as set forth in the related Mortgage
Note and indicated in Exhibit F hereto as the "NOTE
CEILING," which rate may be applicable to such Mortgage
Loan at any time during the life of such Mortgage Loan.
Minimum Interest Rate: As to any Mortgage
Loan, the greater of (i) the Gross Margin and (ii) the
rate indicated in Exhibit F hereto as the "NOTE FLOOR",
which rate may be applicable to such Mortgage Loan at
any time during the life of such Mortgage Loan.
Monthly Payment: With respect to any
Mortgage Loan (including any REO Property) and any Due
Date, the payment of principal and interest due thereon
in accordance with the 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: 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 DT");
(iv) the Mortgage Rate as of the Cut-off Date
("CURR RATE");
(v) the Adjusted Mortgage Rate as of the
Cut-off Date ("CURR NET");
(vi) the Net Mortgage Rate as of the Cut-off
Date ("NET MTG RT");
(vii) the scheduled monthly payment of
principal, if any, and interest as of the Cut-off Date
("CURRENT P & I");
(viii) the Cut-off Date Principal Balance
("PRINCIPAL BAL");
(ix) the Loan-to-Value Ratio at origination
("LTV");
(x) the rate at which the Subservicing Fee
accrues as of the Cut-off Date ("SUBSERV FEE");
(xi) the Maximum Interest Rate ("NOTE
CEILING");
(xii) the maximum Net Mortgage Rate ("MAX
NET MTG RT");
(xiii) the maximum subservicer pass-
through rate ("NET CEILING");
(xiv) the Gross Margin ("NOTE MARGIN");
(xv) the first Adjustment Date after the Cut-
off Date ("NXT INT CHG DT");
(xvi) the Periodic Cap ("PERIODIC DECR"
or "PERIODIC INCR");
(xvii) a code "T", "BT" or "CT" under the
column "LN FEATURE," indicating that the Mortgage Loan
is secured by a second or vacation residence;
(xviii) a code "N" under the column "OCCP
CODE", indicating that the Mortgage Loan is secured by
a non-owner occupied residence; and
(xix) with respect to each Mortgage Loan
with a Minimum Interest Rate greater than the related
Gross Margin, the Minimum Interest Rate ("NOTE FLOOR").
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, 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. The Mortgage Rate will
adjust annually on the Adjustment Date to equal the
sum, rounded to (or if so indicated in Exhibit F hereto
under the heading "NOTE METHOD", rounded up to) the
nearest multiple of one-eighth of one percent (0.125%),
of the related Index plus the Gross Margin, in each
case subject to the applicable Periodic Cap, Maximum
Mortgage Rate and Minimum Mortgage Rate.
Mortgaged Property: The underlying real
property securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: With respect to each
Mortgage Loan and each Due Date occurring on or prior
to the first Adjustment Date for such Mortgage Loan
occurring after the Cut-off Date, the rate designated
as the "NET MTG RT" for such Mortgage Loan on Exhibit F
hereto. With respect to each Mortgage Loan and each
Due Date occurring after each Adjustment Date, a rate
equal to the Mortgage Rate less the sum of the
Servicing Fee and the Subservicing Fee; provided that
the Net Mortgage Rate becoming effective on any
Adjustment Date shall not be greater or less than the
Net Mortgage Rate immediately prior to such Adjustment
Date plus or minus the Periodic Cap applicable to such
Mortgage Loan and (ii) the Net Mortgage Rate for any
Mortgage Loan shall not exceed a rate equal to the rate
per annum indicated on Exhibit F hereto as the "MAX NET
MTG RT" for such Mortgage Loan. Notwithstanding the
foregoing, for any Converted Mortgage Loan which is not
repurchased pursuant to Section 3.21 hereof, effective
with the first Due Date occurring after the effective
date of each conversion, the Net Mortgage Rate shall be
the difference between the interest rate borne by the
related Mortgage Loan and 0.33%.
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)(iv) hereof.
Nonsubserviced Mortgage Loan: Any Mortgage
Loan that, at the time of reference thereto, is not
subject to a Subservicing Agreement.
Officers' Certificate: A certificate signed
by the Chairman of the Board, the President or a Vice
President or Assistant Vice President, and by the
Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Company or
the Master Servicer, as the case may be, and delivered
to the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of
counsel acceptable to the Trustee and the Master
Servicer, who may be counsel for the Company or the
Master Servicer, provided that any opinion of counsel
(i) referred to in the definition of "Permitted
Transferee" or (ii) relating to the qualification of
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: 93.25%, which is
the fraction, expressed as a percentage, the numerator
of which is the aggregate Initial Certificate Principal
Balance of the Class A Certificates and Class R
Certificates and the denominator of which is the
aggregate Initial Certificate Principal Balance of all
of the Certificates.
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, Class M Certificates, Class B
Certificates and Class R Certificates and any
Distribution Date, a rate equal to the weighted
average, expressed as a percentage, of the Net Mortgage
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
distributions thereon allocable to principal (or, in
the case of the Pass-Through Rate for the initial
Distribution Date, at the close of business on the Cut-
off Date). With respect to the initial Distribution
Date, the Pass-Through Rate is equal to 5.4005% per
annum.
Paying Agent: The First National Bank of
Chicago or any successor Paying Agent appointed by the
Trustee.
Percentage Interest: With respect to any
Certificate (other than a Class R Certificate), the
undivided percentage ownership interest in the related
Class evidenced by such Certificate, which percentage
ownership interest shall be equal to the Initial
Certificate Principal Balance thereof divided by the
aggregate Initial Certificate Principal Balance of all
of the Certificates of the same Class. With respect to
a Class R Certificate, the interest in distributions to
be made with respect to such Class evidenced thereby,
expressed as a percentage, as stated on the face of
each such Certificate.
Periodic Cap: With respect to each Mortgage
Loan (except as set forth below), the periodic rate cap
which limits the increase or the decrease of the
related Mortgage Rate on any Adjustment Date to no more
than 2.00%; provided, that with respect to one Mortgage
Loan, on the first Adjustment Date thereof the Mortgage
Rate thereon may adjust to a rate not more than 2.25%
above the previous Mortgage Rate.
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 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 A-1 in the case
of Standard & Poor's, P-1 in the case of Moody's and
either A-1 by Standard & Poor's, P-1 by Moody's or F-1
by Fitch in the case of Fitch.
Permitted Transferee: Any Transferee of a
Class R Certificate, other than a Disqualified
Organization or Non-United States Person.
Person: Any individual, corporation,
partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or
government or any agency or political subdivision
thereof.
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.
Prepayment Assumption: A prepayment
assumption of 18% CPR of the constant prepayment rate,
used for determining the accrual of original issue
discount and premium and market discount on the
Certificates for federal income tax purposes. The
constant prepayment rate assumes that the stated
percentage of the outstanding principal balance of the
pool is prepaid over the course of a year.
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:
(a) in the case of the Class of Class M
Certificates then outstanding with the
lower 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
lower 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%.
(ii) Notwithstanding the foregoing, if the
application of the foregoing percentages on
any Distribution Date as provided in Section
4.02 (determined without regard to the
proviso to the definition of "Subordinate
Principal Distribution Amount") would result
in a distribution in respect of principal of
any Class or Classes of Class M Certificates
and Class B Certificates in an amount greater
than the remaining Certificate Principal
Balance thereof (any such class, a "Maturing
Class"), then: (a) the Prepayment
Distribution Percentage of each Maturing
Class shall be reduced to a level that, when
applied as described above, would exactly
reduce the Certificate Principal Balance of
such Class to zero; (b) the Prepayment
Distribution Percentage of each other Class
of Class M Certificates and Class B
Certificates (any such Class, a "Non-Maturing
Class") shall be recalculated in accordance
with the provisions in paragraph (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 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 or otherwise
purchased on any date pursuant to Section 2.02, 2.03,
2.04, 3.21 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) have a Gross Margin not less than
that of the Deleted Mortgage Loan; (vi) have a Periodic
Rate Cap that is equal to that of the Deleted Mortgage
Loan; (vii) have a next Adjustment Date no later than
that of the Deleted Mortgage Loan; and (viii) comply
with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the
Assignment Agreement.
Rating Agency: With respect to the Class A
Certificates and Class R Certificates, Fitch and
Standard & Poor's, and with respect to the Class M
Certificates, Class B-1 Certificates and Class B-2
Certificates, Fitch. 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 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 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.
Seller: As to any Mortgage Loan, a Person,
including any Subservicer, that executed a Seller's
Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the
origination and sale of Mortgage Loans generally in the
form of the Seller Contract referred to or contained in
the Program Guide, or in such other form as has been
approved by the Master Servicer and the Company, each
containing representations and warranties in respect of
one or more Mortgage Loans.
Senior Accelerated Distribution Percentage:
With respect to any Distribution Date, the percentage
indicated below:
Senior Accelerated
Distribution Date Distribution Percentage
January 1995 through 100%
December 2004
January 2005 through Senior Percentage, plus 70% of
December 2005 the sum of the Class M
Percentage and Class B
Percentage
January 2006 through Senior Percentage, plus 60% of
December 2006 the sum of the Class M
Percentage and Class B
Percentage
January 2007 through Senior Percentage, plus 40% of
December 2007 the sum of the Class M
Percentage and Class B
Percentage
January 2008 through Senior Percentage, plus 20% of
December 2008 the sum of the Class M
Percentage and Class B
Percentage
January 2009 and Senior Percentage;
thereafter
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 occurring
during the first ten years after the Delivery Date, or
occurring during the eleventh, twelfth, thirteenth or
fourteenth year (and 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 principal balance of all
Mortgage Loans averaged over the last six months, does
not exceed 4% and (2) Realized Losses on the Mortgage
Loans prior to 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, if on any such
Distribution Date (a) the sum of the Class M Percentage
and the Class B Percentage, prior to giving effect to
any distribution on such Distribution Date, equals or
exceeds 13.50% (twice the sum of the initial Class M
Percentage and Class B Percentage), and (b) both of the
conditions set forth in either clause (a) or clause (b)
above have been met, then the Senior Accelerated
Distribution Percentage for such Distribution Date will
equal the sum of (i) the Senior Percentage for such
Distribution Date and (ii) 50% of the sum of the Class
M Percentage and Class B Percentage for such
Distribution Date, if such Distribution Date is prior
to January 25, 1998, and will equal the Senior
Percentage for such Distribution Date if such
Distribution Date is on or after January 25, 1998.
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 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) 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 (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),
(xiv) and (xv).
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 in the
performance by the Master Servicer 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 equal to
0.08% on the Stated Principal Balance of such Mortgage
Loan as of the related Due Date, as may be adjusted
with respect to successor Master Servicers as provided
in Section 7.02, provided, however, that the Servicing
Fee with respect to any Converted Mortgage Loan which
remains a Mortgage Loan shall accrue at a rate equal to
0.33% per annum on the outstanding principal balance
thereof unless the Master Servicer contracts with a
Subservicer to subservice such Mortgage Loan in which
case the Servicing Fee will be reduced by the amount of
the Subservicing Fee.
Servicing Officer: Any officer of the Master
Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans
whose name and specimen signature appear on a list of
servicing officers furnished to the Trustee by the
Master Servicer, as such list may from time to time be
amended.
Special Hazard Amount: As of any
Distribution Date, an amount equal to $1,989,773 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
the 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 located in the
State of California divided by the aggregate
outstanding principal balance (as of the immediately
preceding Distribution Date) of all the Mortgage Loans,
expressed as a percentage, and the denominator of which
is equal to 39.46% (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 greater 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, and (ii) twice the outstanding
principal balance of the Mortgage Loan in the Trust
Fund which has the largest outstanding principal
balance on the Distribution Date immediately preceding
such anniversary.
The Special Hazard Amount may be further
reduced by the Master Servicer (including accelerating
the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall
(i) obtain written confirmation from each Rating Agency
that such reduction shall not reduce the rating
assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a
copy of such written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not
in excess of the lesser of the cost of repair or the
cost of 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.
Special Hazard Percentage: As of each
anniversary of the Cut-off Date, the greater of (i)
1.00% and (ii) the largest percentage obtained by
dividing the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of
the Mortgage Loans secured by Mortgaged Properties
located in a single, five-digit zip code area in the
State of California by the outstanding principal
balance of all the Mortgage Loans as of the immediately
preceding Distribution Date.
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, (a) the
sum of (i) the product of (x) the related Class M
Percentage or Class B Percentage for such Class and (y)
the aggregate of the amounts calculated for such
Distribution Date under clauses (1), (2) and (3) of
Section 4.02(a)(ii)(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)(B), in
each case 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, (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 with respect to each
Distribution Date occurring on each Adjustment Date for
such Mortgage Loan after the Cut-off Date, at an annual
rate designated as "SUBSERV FEE" in Exhibit F;
provided, however, that with respect to one Mortgage
Loan, when the Net Mortgage Rate is equal to the
maximum Net Mortgage Rate for such Mortgage Loan, the
Subservicing Fee will be equal to the then-applicable
Mortgage Rate minus the sum of the then-applicable Net
Mortgage Rate and the Servicing Fee for such Mortgage
Loan and provided further that the Subservicing Fee
with respect to any Converted Mortgage Loan which
remains a Mortgage Loan shall be zero unless otherwise
agreed to by the Master Servicer and paid out of its
Servicing Fee on any 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,
(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.
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 includable 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.
Voting Rights: The portion of the voting
rights of all of the Certificates which is allocated to
any Certificate. 99% of all of the Voting Rights shall
be allocated among Holders of each Class of
Certificates, other than the Class R Certificates, in
proportion to the outstanding Certificate Principal
Balances of their respective Certificates; and the
Holders of the Class R Certificates shall be entitled
to 1% of all of the Voting Rights, allocated among the
Certificates of such Class in accordance with their
respective Percentage Interests.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the
execution and delivery hereof, does hereby assign to
the Trustee without recourse all the right, title and
interest of the Company in and to the Mortgage Loans,
including all interest and principal received on or
with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due
on the Mortgage Loans on or before the Cut-off Date).
(b) In connection with such assignment,
except as set forth in Section 2.01(c) below, the
Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more Custodians, as the
duly appointed agent or agents of the Trustee for such
purpose, the following documents or instruments (or
copies thereof as permitted by this Section) with
respect to each Mortgage Loan so assigned:
(i) The original Mortgage Note,
endorsed without recourse to the order of the
Trustee and showing an unbroken chain of
endorsements from the originator thereof to the
Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an
original lost note affidavit from the related
Seller or Residential Funding stating that the
original Mortgage Note was lost, misplaced or
destroyed, together with a copy of the related
Mortgage Note;
(ii) The original Mortgage with evidence
of recording indicated thereon or a copy of the
Mortgage certified by the public recording office
in which such Mortgage has been recorded;
(iii) An original Assignment of the
Mortgage to the Trustee with evidence of recording
indicated thereon or a copy of such assignment
certified by the public recording office in which
such assignment has been recorded;
(iv) The original recorded assignment or
assignments of the Mortgage showing an unbroken
chain of title from the originator thereof to the
Person assigning it to the Trustee or a copy of
such assignment or assignments of the Mortgage
certified by the public recording office in which
such assignment or assignments have been recorded;
and
(v) The original of each modification,
assumption agreement or preferred loan agreement,
if any, relating to such Mortgage Loan or a copy
of each modification, assumption agreement or
preferred loan agreement certified by the public
recording office in which such document has been
recorded.
(c) The Company may, in lieu of delivering
the documents set forth in Section 2.01(b)(iv) and (v)
to the Trustee or the Custodian or Custodians, deliver
such documents to the Master Servicer, and the Master
Servicer shall hold such documents in trust for the use
and benefit of all present and future
Certificateholders until such time as is set forth
below. Within ten Business Days following the earlier
of (i) the receipt of the original of each of the
documents or instruments set forth in Section
2.01(b)(iv) and (v) (or copies thereof as permitted by
such Section) for any Mortgage Loan and (ii) a written
request by the Trustee to deliver those documents with
respect to any or all of the Mortgage Loans then being
held by the Master Servicer, the Master Servicer shall
deliver a complete set of such documents to the Trustee
or the Custodian or Custodians that are the duly
appointed agent or agents of the Trustee.
On the Closing Date, the Master Servicer
shall certify that it has in its possession an original
or copy of each of the documents referred to in Section
2.01(b)(iv) and (v) which has been delivered to it by
the Company. Every six months after the Closing Date,
for so long as the Master Servicer is holding documents
pursuant to this Section 2.01(c), the Master Servicer
shall deliver to (i) Moody's, if it is one of the
Rating Agencies, (ii) the Trustee and (iii) each
Custodian a report setting forth the status of the
documents which it is holding pursuant to this Section
2.01(c).
(d) In the event that in connection with any
Mortgage Loan the Company cannot deliver the Mortgage,
any assignment, modification, assumption agreement or
preferred loan agreement (or copy thereof certified by
the public recording office) with evidence of recording
thereon concurrently with the execution and delivery of
this Agreement solely because of a delay caused by the
public recording office where such Mortgage,
assignment, modification, assumption agreement or
preferred loan agreement, as the case may be, has been
delivered for recordation, the Company shall deliver or
cause to be delivered to the Trustee or the respective
Custodian a true and correct photocopy of such
Mortgage, assignment, modification, assumption
agreement or preferred loan agreement.
The Company shall promptly cause to be
recorded in the appropriate public office for real
property records the Assignment referred to in clause
(iii) of Section 2.01(b), except in states where, in
the opinion of counsel acceptable to the Trustee and
the Master Servicer, such recording is not required to
protect the Trustee's interests in the Mortgage Loan
against the claim of any subsequent transferee or any
successor to or creditor of the Company or the
originator of such Mortgage Loan. If any Assignment is
lost or returned unrecorded to the Company because of
any defect therein, the Company shall prepare a
substitute Assignment or cure such defect, as the case
may be, and cause such Assignment to be recorded in
accordance with this paragraph. The Company shall
promptly deliver or cause to be delivered to the
Trustee or the respective Custodian such Mortgage or
assignment (or copy thereof certified by the public
recording office) with evidence of recording indicated
thereon upon receipt thereof from the public recording
office or from the related Subservicer.
Any of the items set forth in Section 2.01(b)
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 conveyances provided for in this
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 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 or (3) any transfer of any interest of
Residential Funding or the Company in any Mortgage
Loan.
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 material default (or an event which,
with notice or lapse of time, or both, would
constitute a material default) under, or result in
the material breach of, any material contract,
agreement or other instrument to which the Master
Servicer is a party or which may be applicable to
the Master Servicer or any of its assets;
(iii) This Agreement, assuming due
authorization, execution and delivery by the
Trustee and the Company, constitutes a valid,
legal and binding obligation of the Master
Servicer, enforceable against it in accordance
with the terms hereof subject to applicable
bankruptcy, insolvency, reorganization, moratorium
and other laws affecting the enforcement of
creditors' rights generally and to general
principles of equity, regardless of whether such
enforcement is considered in a proceeding in
equity or at law;
(iv) The Master Servicer is not in
default with respect to any order or decree of any
court or any order, regulation or demand of any
Federal, state, municipal or governmental agency,
which default might have consequences that would
materially and adversely affect the condition
(financial or other) or operations of the Master
Servicer or its properties or might have
consequences that would materially adversely
affect its performance hereunder;
(v) No litigation is pending or, to the
best of the Master Servicer's knowledge,
threatened against the Master Servicer which would
prohibit its entering into this Agreement or
performing its obligations under this Agreement;
(vi) The Master Servicer will comply in
all material respects in the performance of this
Agreement with all reasonable rules and
requirements of each insurer under each Required
Insurance Policy;
(vii) No information, certificate of an
officer, statement furnished in writing or report
delivered to the Company, any Affiliate of the
Company or the Trustee by the Master Servicer
will, to the knowledge of the Master Servicer,
contain any untrue statement of a material fact or
omit a material fact necessary to make the
information, certificate, statement or report not
misleading; and
(viii) The Master Servicer has examined
each existing, and will examine each new,
Subservicing Agreement and is or will be familiar
with the terms thereof. The terms of each
existing Subservicing Agreement and each
designated Subservicer are acceptable to the
Master Servicer and any new Subservicing
Agreements will comply with the provisions of
Section 3.02.
It is understood and agreed that the representations
and warranties set forth in this Section 2.03(a) shall
survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the
Master Servicer, the Trustee or any Custodian of a
breach of any representation or warranty set forth in
this Section 2.03(a) which materially and adversely
affects the interests of the Certificateholders in any
Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any
Custodian being so obligated under a Custodial
Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer
shall either (i) cure such breach in all material
respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document,
purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section
2.02. 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, adjustable-rate mortgage loans
with Monthly Payments due on the first day of each
month and terms to maturity at origination or
modification of not more than 30 years;
(iv) To the best of the Company's
knowledge, if a Mortgage Loan is secured by a
Mortgaged Property with a Loan-to-Value Ratio at
origination in excess of 80%, such Mortgage Loan
is the subject of a Primary Insurance Policy that
insures 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 1.4% of the Mortgage
Loans by aggregate Stated Principal Balance as of
the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area;
(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 14.85% 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) 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);
(xii) None of the Mortgage Loans will be
Buydown Mortgage Loans; and
(xiii) A policy of title insurance was
effective as of the closing of each Mortgage Loan
and is valid and binding and remains in full force
and effect.
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)(xi), 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 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 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. Miscellaneous REMIC Provisions.
(a) The Company hereby designates the Class
A Certificates, Class M Certificates and Class B
Certificates as the "regular interests" and the Class R
Certificates as the sole class of "residual interests"
in the REMIC consisting of the Trust Fund for purposes
of Sections 860G(a)(1) and 860G(a)(2) of the Code,
respectively.
(b) The Closing Date will be the "Startup
Day" of the REMIC within the meaning of Section
860G(a)(9) of the Code.
(c) Residential Funding is hereby designated
as "tax matters person" with respect to the REMIC as
defined in the REMIC Provisions, and in connection
therewith shall hold not less than 0.01% of the
Percentage Interest evidenced by the Class R
Certificates; provided however, that 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".
<PAGE>
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 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 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. In servicing and administering any
Nonsubserviced Mortgage Loan, the Master Servicer
shall, to the extent not inconsistent with this
Agreement, comply with the Program Guide as if it were
the originator of such Mortgage Loan and had retained
the servicing rights and obligations in respect
thereof.
(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 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.
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.
(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 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),
3.21, 3.22 or 4.07; 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, 3.21 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,
3.12(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, 3.21 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 Section 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 fire insurance with
extended coverage in an amount which is equal to the
lesser of the principal balance owing on such Mortgage
Loan or 100 percent of the insurable value of the
improvements; provided, however, that such coverage may
not be less than the minimum amount required to fully
compensate for any loss or damage on a replacement cost
basis. To the extent it may do so without breaching
the related Subservicing Agreement, the Master Servicer
shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be
maintained. The Master Servicer shall also cause to be
maintained on property acquired upon foreclosure, or
deed in lieu of foreclosure, of any Mortgage Loan, fire
insurance with extended coverage in an amount which is
at least equal to the amount necessary to avoid the
application of any co-insurance clause contained in the
related hazard insurance policy. Pursuant to Section
3.07, any amounts collected by the Master Servicer
under any such policies (other than amounts to be
applied to the restoration or repair of the related
Mortgaged Property or property thus acquired or amounts
released to the Mortgagor in accordance with the Master
Servicer's normal servicing procedures) shall be
deposited in the Custodial Account, subject to
withdrawal pursuant to Section 3.10. Any cost incurred
by the Master Servicer in maintaining any such
insurance shall not, for the purpose of calculating
monthly distributions to Certificateholders, be added
to the amount owing under the Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so
permit. Such costs shall be recoverable by the Master
Servicer out of related late payments by the Mortgagor
or out of Insurance Proceeds and Liquidation Proceeds
to the extent permitted by Section 3.10. It is
understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor
or maintained on property acquired in respect of a
Mortgage Loan other than pursuant to such applicable
laws and regulations as shall at any time be in force
and as shall require such additional insurance. When
the improvements securing a Mortgage 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 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 REMIC
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 N, in form and
substance satisfactory to the Trustee and Master
Servicer, providing the following: (i) that the
Mortgage Loan is secured by Mortgaged Property located
in a jurisdiction in which an assignment in lieu of
satisfaction is required to preserve lien priority,
minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the
laws of such jurisdiction; (ii) that the substance of
the assignment is, and is intended to be, a refinancing
of such Mortgage Loan and that the form of the
transaction is solely to comply with, or facilitate the
transaction under, such local laws; (iii) that the
Mortgage Loan following the proposed assignment will
have a rate of interest at least 0.25 percent below or
above the rate of interest on such Mortgage Loan prior
to such proposed assignment; and (iv) that such
assignment is at the request of the borrower under the
related Mortgage Loan. Upon approval of an assignment
in lieu of satisfaction with respect to any Mortgage
Loan, the Master Servicer shall receive cash in an
amount equal to the unpaid principal balance of and
accrued interest on such Mortgage Loan and the Master
Servicer shall treat such amount as a Principal
Prepayment in Full with respect to such Mortgage Loan
for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage
Loans.
(a) The Master Servicer shall foreclose upon
or otherwise comparably convert (which may include an
REO Acquisition) the ownership of properties securing
such of the Mortgage Loans as come into and continue in
default and as to which no satisfactory arrangements
can be made for collection of delinquent payments
pursuant to Section 3.07. In connection with such
foreclosure or other conversion, the Master Servicer
shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or
advisable, as shall be normal and usual in its general
mortgage servicing activities and as shall be required
or permitted by the Program Guide; provided that the
Master Servicer shall not be liable in any respect
hereunder if the Master Servicer is acting in
connection with any such foreclosure or other
conversion in a manner that is consistent with the
provisions of this Agreement. The Master Servicer,
however, shall not be required to expend its own funds
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 such 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 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 shall dispose of
such REO Property within two years after its
acquisition by the Trust Fund unless the Master
Servicer obtains for the Trustee an Opinion of Counsel,
addressed to the Trustee and the Master Servicer, to
the effect that the holding by the Trust Fund of such
REO Property subsequent to such two-year period will
not result in the imposition of taxes on "prohibited
transactions" as defined in Section 860F of the Code or
cause the Trust Fund to fail to qualify as a REMIC at
any time that any Certificates are outstanding, in
which case the Trust Fund may continue to hold such REO
Property (subject to any conditions contained in such
Opinion of Counsel). The Master Servicer shall be
entitled to be reimbursed from the Custodial Account
for any costs incurred in obtaining such Opinion of
Counsel, as provided in Section 3.10. Notwithstanding
any other provision of this Agreement, no REO Property
acquired by the Trust Fund shall be rented (or allowed
to continue to be rented) or otherwise used by or on
behalf of the Trust Fund in such a manner or pursuant
to any terms that would (i) cause such REO Property to
fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code or (ii)
subject the Trust Fund to the imposition of any federal
income taxes on the income earned from such REO
Property, including any taxes imposed by reason of
Section 860G(c) of the Code, unless the Master Servicer
has agreed to indemnify and hold harmless the Trust
Fund with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation,
REO Disposition or purchase or repurchase of any
Mortgage Loan pursuant to the terms of this Agreement,
as well as any recovery resulting from a collection of
Liquidation Proceeds, Insurance Proceeds or REO
Proceeds, will be applied in the following order of
priority: first, to reimburse the Master Servicer or
the related Subservicer in accordance with Section
3.10(a)(ii); second, to the Certificateholders to the
extent of accrued and unpaid interest on the Mortgage
Loan, and any related REO Imputed Interest, at the Net
Mortgage Rate, 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). 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.
(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 clauses (a) and (b)
above, the amount of servicing compensation that the
Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each
Distribution Date shall be reduced (but not below zero)
by an amount equal to Compensating Interest (if any)
for such Distribution Date. Such reduction shall be
applied during such period as follows: first, to any
Servicing Fee or Subservicing Fee to which the Master
Servicer is entitled pursuant to Section 3.10(a)(iii);
second, to any income or gain realized from any
investment of funds held in the Custodial Account or
the Certificate Account to which the Master Servicer is
entitled pursuant to Sections 3.07(c) or 4.01(b),
respectively; and third, to any amounts of servicing
compensation to which the Master Servicer is entitled
pursuant to Section 3.10(a)(v) or (vi). In making such
reduction, the Master Servicer (i) will not withdraw
from the Custodial Account any such amount representing
all or a portion of the Servicing Fee to which it is
entitled pursuant to Section 3.10(a)(iii); (ii) will
not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled
pursuant to Section 3.07(c) or 4.01(b) and (iii) will
not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled
pursuant to Section 3.10(a)(v) or (vi).
Section 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each
Distribution Date, the Master Servicer shall forward to
the Trustee and the Company a statement, certified by a
Servicing Officer, setting forth the status of the
Custodial Account as of the close of business on such
Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement,
the aggregate of deposits in or withdrawals from the
Custodial Account in respect of the Mortgage Loans for
each category of deposit specified in Section 3.07 and
each category of withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the
Company and the Trustee on or before March 31 of each
year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers'
Certificate stating, as to each signer thereof, that
(i) a review of the activities of the Master Servicer
during the preceding calendar year 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. Converted Mortgage Loans; Certain
Procedures and Purchasers.
(a) The Trustee, as Note Holder (as defined
in the Mortgage Notes for the Mortgage Loans), hereby
authorizes and directs the Master Servicer, on behalf
of the Note Holder, to determine fixed interest rates
into which Mortgagors under Convertible Mortgage Loans
may convert the adjustable interest rates on their
Mortgage Notes in accordance with the fixed formula set
forth in such Mortgage Notes. The Master Servicer
agrees to make such determinations and otherwise
administer the program contemplated in the Mortgage
Notes for the Convertible Mortgage Loans until the
later to occur of (i) the date on which all the
Convertible Mortgage Loans have become Converted
Mortgage Loans, and (ii) the last date on which
Mortgagors have the option to convert the adjustable
interest rates on their Mortgage Notes to fixed
interest rates.
(b) Upon becoming aware of the conversion of
any Convertible Mortgage Loan, the Master Servicer will
promptly notify the Trustee (if it holds the related
Mortgage File) or the Custodian. Prior to the day on
which a Convertible Mortgage Loan has become a
Converted Mortgage Loan, the related Subservicer shall
be obligated under the terms of the Program Guide to
purchase any Converting Mortgage Loan at the Purchase
Price. In the event that such Subservicer fails to so
purchase a Converting Mortgage Loan, the Master
Servicer shall use its best efforts to purchase such
Converted Mortgage Loan during the one-month period
following the date of conversion to a Converted
Mortgage Loan. All amounts paid by a Subservicer or
the Master Servicer in connection with the purchase of
a Converting Mortgage Loan or Converted Mortgage Loan,
as the case may be, will be deposited in the Custodial
Account.
(c) Notwithstanding that a Mortgage Loan
becomes a Converting Mortgage Loan or Converted
Mortgage Loan in any month, such Converting Mortgage
Loan or Converted Mortgage Loan shall remain in the
Trust Fund and all payments in respect thereof shall
remain in the Trust Fund unless and until such
Converting Mortgage Loan or Converted Mortgage Loan, as
the case may be, is purchased by the related
Subservicer or the Master Servicer, pursuant to Section
3.21(b). Pursuant to the Program Guide, each related
Subservicer is obligated to repurchase Converting
Mortgage Loans. The Master Servicer will use its best
reasonable efforts to enforce such obligation with
respect to each Subservicer. A failure by the related
Subservicer to purchase a Converting Mortgage Loan
constitutes an event of default under the Program
Guide, provided, however, that in the event the Master
Servicer is acting as Subservicer, the failure of the
Subservicer to purchase a Converting Mortgage Loan
shall not constitute an Event of Default hereunder.
(d) In the event that any Converting
Mortgage Loan or Converted Mortgage Loan is not
purchased as provided in Section 3.21(b), the amount of
the conversion fee, if any, paid by the Mortgagor in
connection with the conversion of the adjustable rate
on such Converted Mortgage Loan into a fixed rate shall
be deposited by the Master Servicer into the Custodial
Account on the Business Day immediately preceding the
Distribution Date on which the proceeds of the purchase
of such Converted Mortgage Loan were to be distributed
to Certificateholders. The obligation of the Master
Servicer to deposit the amounts, if any, required by
this subsection (d) shall not limit or affect any
purchase under subsection (b) above.
(e) Upon any purchase of a Converting
Mortgage Loan or Converted Mortgage Loan, as the case
may be, by the related Subservicer or the Master
Servicer pursuant to Section 3.21(b) and the deposit in
the Custodial Account of the Purchase Price, the Master
Servicer shall give the Trustee written notice thereof
and, based thereon, the Trustee shall release, or cause
any Custodian to release, the related Mortgage File and
convey such Mortgage Loan to the purchaser whereupon
such purchased Converted Mortgage Loan shall cease to
be part of the Trust Fund.
(f) The undertaking by the Master Servicer
to use its best efforts to purchase any Converted
Mortgage Loan as provided in this Section 3.21 shall
terminate without further action upon the day which is
one month after the date of conversion of such
Converted Mortgage Loan. The undertaking by the Master
Servicer under this Section 3.21 shall be construed as
an agreement independent of any other provisions of
this Agreement. No party to this Agreement or any
successor to any such party shall be required to
purchase any Converted Mortgage Loan.
Section 3.22. 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.
<PAGE>
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer acting as agent 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
that the Master Servicer is not permitted to withdraw
from the Certificate Account pursuant to Section
3.16(e), (iv) any amount required to be deposited in
the Certificate Account pursuant to Section 4.07 and
(v) all other amounts constituting the Available
Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request
from the Master Servicer, invest or cause the
institution maintaining the Certificate Account to
invest the funds in the Certificate Account in
Permitted Investments designated in the name of the
Trustee for the benefit of the Certificateholders,
which shall mature not later than the Business Day next
preceding the Distribution Date next following the date
of such investment (except that (i) any investment in
the institution with which the Certificate Account is
maintained may mature on such Distribution Date and
(ii) any other investment may mature on such
Distribution Date if the Trustee shall advance funds on
such Distribution Date to the Certificate Account in
the amount payable on such investment on such
Distribution Date, pending receipt thereof to the
extent necessary to make distributions on the
Certificates) and shall not be sold or disposed of
prior to maturity. 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
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) to the Class A Certificateholders
and Class R Certificateholders, in the priorities
and amounts set forth in Section 4.02(b), the sum
of the following (applied to reduce the
Certificate Principal Balances of such Class A
Certificates or Class R Certificates, as
applicable):
(A) the Senior Percentage for such
Distribution Date times the sum of the
following:
(1) the principal portion of
each Monthly Payment due during the
related Due Period on each Outstanding
Mortgage Loan, whether or not received,
minus the principal portion of any Debt
Service Reduction 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,
3.21 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; and
(3) the principal portion of
all other unscheduled collections (other
than Principal Prepayments in Full and
Curtailments and amounts received in
connection with a Cash Liquidation or
REO Disposition of a Mortgage Loan
described in Section 4.02(a)(ii)(B)
(including without limitation Insurance
Proceeds, Liquidation Proceeds and REO
Proceeds) that did not incur any Excess
Special Hazard, Excess Fraud, Excess
Bankruptcy or Extraordinary Losses
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;
(B) with respect to each Mortgage
Loan for which a Cash Liquidation or an 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 and (b) the
Senior Accelerated Distribution Percentage
for such Distribution Date times the related
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;
(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;
(D) any Excess Subordinate
Principal Amount for such Distribution Date;
and
(E) any amounts described in
clauses (A), (B) and (C) of this subsection
(a)(ii), 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, an amount
sufficient to reimburse any Advances or
Subservicer Advances previously made with respect
to any Mortgage Loan or REO Property which remain
unreimbursed in whole or in part following the
Cash Liquidation or REO Disposition of such
Mortgage Loan or REO Property, minus any such
Advances that were made with respect to
delinquencies that ultimately constituted Excess
Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1
Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date, except
as provided below;
(v) to the Holders of the Class M-1
Certificates, an amount equal to the Subordinate
Principal Distribution Amount for such Class of
Certificates for such Distribution Date, 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 the Subordinate
Principal Distribution Amount for such Class of
Certificates for such Distribution Date, applied
in reduction of the Certificate Principal Balance
of the Class M-2 Certificates;
(viii) 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;
(ix) to the Holders of the Class B-1
Certificates, an amount equal to the Subordinate
Principal Distribution Amount for such Class of
Certificates for such Distribution Date, applied
in reduction of the Certificate Principal Balance
of the Class B-1 Certificates;
(x) 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;
(xi) to the Holders of the Class B-2
Certificates, an amount equal to the Subordinate
Principal Distribution Amount of such Class of
Certificates for such Distribution Date, applied
in reduction of the Certificate Principal Balance
of the Class B-2 Certificates;
(xii) 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;
(xiii) to the Holders of the Class B-
3 Certificates, an amount equal to the Subordinate
Principal Distribution Amount of such Class of
Certificates for such Distribution Date, applied
in reduction of the Certificate Principal Balance
of the Class B-3 Certificates;
(xiv) to the Class A Certificateholders
and Class R Certificateholders in the priority set
forth in Section 4.02(b), the portion, if any, of
the Available Distribution Amount remaining after
the foregoing distributions, applied to reduce the
Certificate Principal Balances of the 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 and Class R Certificates and
thereafter to each Class of Class M Certificates
then outstanding beginning with such Class with
the lowest numerical designation, any portion of
the Available Distribution Amount remaining after
the Class A Certificates and Class R Certificates
have been retired, applied to reduce the
Certificate Principal Balance of each such Class
of Class M Certificates, but in no event more than
the outstanding Certificate Principal Balance of
such Class M Certificates; and thereafter to each
Class of the Class B Certificates then outstanding
beginning with such Class with the lowest
numerical designation, any portion of the
Available Distribution Amount remaining after the
Class M Certificates have been retired, applied to
reduce the Certificate Principal Balance of each
such Class of Class B Certificates, but in no
event more than the outstanding Certificate
Principal Balance of each such Class of Class B
Certificates; and
(xv) 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 then 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
higher numerical designation, or in the event the Class
B Certificates and Class M Certificates are no longer
outstanding, the Class A Certificates 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 in respect of principal on
the Certificates on each Distribution Date occurring
prior to the occurrence of the Credit Support Depletion
Date will be made as follows: the Senior Principal
Distribution Amount shall be distributed first to the
Class R Certificates in reduction of the Certificate
Principal Balance of such Certificates, until the
Certificate Principal Balance thereof is reduced to
zero; and second, to the Class A Certificates until the
Certificate Principal Balance thereof is reduced to
zero.
On each Distribution Date occurring on or
after the occurrence of the Credit Support Depletion
Date, all priorities relating to distributions as
described above in respect of principal between the
outstanding Class A Certificates and Class R
Certificates will be disregarded, and the Senior
Principal Distribution Amount will be distributed to
the Class A Certificates and Class R Certificates on a
pro rata basis in accordance with their respective
outstanding Certificate Principal Balances.
(c) 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 (net of any related liquidation
expenses) 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.
(d) 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 and the Company a statement setting
forth the following information as to each Class of
Certificates to the extent applicable:
(i) (a) the amount of such distribution
to the Certificateholders of such Class applied to
reduce the Certificate Principal Balance thereof,
and (b) the aggregate amount included therein
representing Principal Prepayments;
(ii) the amount of such distribution to
Holders of such Class of Certificates allocable to
interest;
(iii) if the distribution to the Holders
of such Class of Certificates is less than the
full amount that would be distributable to such
Holders if there were sufficient funds available
therefor, the amount of the shortfall;
(iv) the amount of any Advance by the
Master Servicer pursuant to Section 4.04;
(v) the number and Pool Stated
Principal Balance of the Mortgage Loans after
giving effect to the distribution of principal on
such Distribution Date;
(vi) the aggregate Certificate Principal
Balance of each Class of the Certificates and each
of the Senior, Class M-1, Class M-2, 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, Class M, Class B and Class R 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 aggregate principal balance
of all Converting Mortgage Loans and Converted
Mortgage Loans, as the case may be, purchased by
the related Subservicer or the Master Servicer
pursuant to Section 3.21, the proceeds of which
are being distributed on such Distribution Date
and the aggregate principal balance of all
Converted Mortgage Loans which have not been so
purchased pursuant to Section 3.21;
(xix) the weighted average remaining
term to maturity of the Mortgage Loans after
giving effect to the amounts distributed on such
Distribution Date; and
(xx) 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) As soon as reasonably practicable, upon
the written request of any Certificate holder, the
Master Servicer, 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,
(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) and (iii) the aggregate Purchase Prices
for, and outstanding principal balances of, any
Converted Mortgage Loans required to be purchased on or
prior to the succeeding Certificate Account Deposit
Date pursuant to Section 3.21(b) and, if applicable,
the amounts required to be deposited on or prior to
such Certificate Account Deposit Date pursuant to
Section 3.21(d). 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, Extraordinary Losses, Excess Bankruptcy Losses
or Excess Fraud Losses, shall be allocated as follows:
first, to the Class B-3 Certificates until the
Certificate Principal Balance thereof has been reduced
to zero; second, to the Class B-2 Certificates until
the Certificate Principal Balance thereof has been
reduced to zero; third, to the Class B-1 Certificates
until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class M-2
Certificates until the Certificate Principal Balance
thereof has been reduced to zero; fifth, to the Class
M-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; and, sixth,
to the Class A 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 will be allocated
among the Class A, 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 in the case of an interest portion of
a Realized Loss. Except as set forth in immediately
succeeding 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 higher 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 interest received in a trade or business, the
reports of foreclosures and abandonments of any
Mortgaged Property and the informational returns
relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections
6050H, 6050J and 6050P of the Code, respectively, 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 such 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, provided that
the Master Servicer has obtained the prior written
consent of the Holders (other than any Affiliate of the
Master Servicer) of each Class of Certificates to which
any Realized Loss on such Mortgage Loan would be
allocated if such Realized Loss occurred on the date of
purchase. If at any time the Master Servicer makes a
payment to the Certificate Account covering the amount
of the Purchase Price for such a Mortgage Loan, and the
Master Servicer provides to the Trustee a certification
signed by a Servicing Officer stating that the amount
of such payment has been deposited in the Certificate
Account, then the Trustee shall execute the assignment
of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which
shall succeed to all the Trustee's right, title and
interest in and to such Mortgage Loan, and all security
and documents relative thereto. Such assignment shall
be an assignment outright and not for security. The
Master Servicer will thereupon own such Mortgage, and
all such security and documents, free of any further
obligation to the Trustee or the Certificateholders
with respect thereto. Notwithstanding anything to the
contrary in this Section 4.07, if any Realized Loss
with respect to such Mortgage Loan occurs, the Master
Servicer shall allocate such Realized Loss in
accordance with the terms hereof as if such Mortgage
Loan had not been so purchased. For purposes of this
Agreement, a payment of the Purchase Price by the
Master Servicer pursuant to this Section 4.07 will be
viewed as an advance and any Realized Loss shall be
recoverable pursuant to the provisions for the recovery
of advances as set forth herein.
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
The Class A, Class M, Class B and Class R
Certificates shall be substantially in the forms set
forth in Exhibits A, B, C and D and shall, on original
issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery
to or upon the order of the Company upon receipt by the
Trustee or one or more Custodians of the documents
specified in Section 2.01. The Certificates, other
than the Class R Certificates, shall be issuable in
minimum dollar denominations of $25,000 (or $250,000 in
the case of the Class B Certificates) and integral
multiples of $1,000 in excess thereof, except that one
Class A Certificate, one Class M-2 Certificate, one
Class B-1 Certificate, one Class B-2 Certificate and
one Class B-3 Certificate may be issued in a
denomination set forth as follows for such Class equal
to the sum of such denomination and an integral
multiple of $1,000:
Class A $ 25,900.00
Class M-2 $ 25,700.00
Class B-1 $250,500.00
Class B-2 $250,400.00
Class B-3 $250,295.81
The 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 2.06(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.
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 (other than the initial transfer
thereof) 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 O 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 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 such 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
United States Person or 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(e)(5) of the Code) are
prohibited.
(iii) (A) If any "Disqualified
Organization" (as defined in Section 860E(e)(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 will 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
Permitted Transferee.
(g) No service charge shall be made for any
transfer or exchange of Certificates of any Class, but
the Trustee may require payment of a sum sufficient to
cover any tax or governmental charge that may be
imposed in connection with any transfer or exchange of
Certificates.
(h) All Certificates surrendered for
transfer and exchange shall be destroyed by the
Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates.
If (i) any mutilated Certificate is
surrendered to the Certificate Registrar, or the
Trustee and the Certificate Registrar receive evidence
to their satisfaction of the destruction, loss or theft
of any Certificate, and (ii) there is delivered to the
Trustee and the Certificate Registrar such security or
indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the
Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser,
the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and
Percentage Interest but bearing a number not
contemporaneously outstanding. Upon the issuance of
any new Certificate under this Section, the Trustee may
require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the
fees and expenses of the Trustee and the Certificate
Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed
Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate
for registration of transfer, the Company, the Master
Servicer, the Trustee, the Certificate Registrar and
any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 4.02 and
for all other purposes whatsoever, and neither the
Company, the Master Servicer, the Trustee, the
Certificate Registrar nor any agent of the Company, the
Master Servicer, the Trustee or the Certificate
Registrar shall be affected by notice to the contrary
except as provided in Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for
the purpose of making distributions to
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 five 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 anticipated 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.
<PAGE>
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 3.21, 7.01 or 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.
<PAGE>
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.
<PAGE>
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; 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 New York banking corporation 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
14 Wall Street, 8th Floor, New York, New York 10005 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.
<PAGE>
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 appraised 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 five 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 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, payments being made only upon
presentation and surrender of the Certificates at
the office or agency of the Trustee therein
specified.
If the Master Servicer or the Company, as applicable,
is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Certificate
Registrar at the time such notice is given to
Certificateholders. In the event such notice is given
by the Master Servicer or the Company, the Master
Servicer or the Company, as applicable, shall deposit
in the Certificate Account before the Final
Distribution Date in immediately available funds an
amount equal to the purchase price for the assets of
the Trust Fund computed as above provided.
(c) Upon presentation and surrender of the
Certificates by the Certificateholders, 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, and (B) with respect to the Class
R Certificates, any excess of the amounts available for
distribution (including the repurchase price specified
in clause (ii) of subsection (a) of this Section) over
the total amount distributed under the immediately
preceding clause (A).
(d) In the event that any Certificateholders
shall not surrender their Certificates for final
payment and cancellation on or before the Final
Distribution Date, 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 the 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.
<PAGE>
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, Class M and Class B
Certificates shall be designated as the "regular
interests" and the Class R Certificates shall be
designated as the sole class of "residual interests" in
the REMIC. The Master Servicer and the Trustee shall
not permit the creation of any "interests" (within the
meaning of Section 860G of the Code) in the REMIC other
than the Certificates.
(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 Corporation shall
hold a Class R Certificate representing a 0.01%
Percentage interest of all Class R Certificates and
shall be designated as the tax matters person with
respect to the REMIC in the manner provided under
Treasury regulations section 1.860F-4(d) and temporary
Treasury regulations section 301.6231(a)(7)-1T.
Residential Funding Corporation, as tax matters person,
shall (i) act on behalf of the REMIC in relation to any
tax matter or controversy involving the Trust Fund and
(ii) represent the Trust Fund in any administrative or
judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect
thereto. The legal expenses, including without
limitation attorneys' or accountants' fees, and costs
of any such proceeding and any liability resulting
therefrom shall be expenses of the Trust Fund and
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
Corporation'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 REMIC
created hereunder and deliver such Tax Returns in a
timely manner to the Trustee and the Trustee shall sign
and file such Tax Returns in a timely manner. The
expenses of preparing such returns shall be borne by
the 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
REMIC.
(f) The Master Servicer shall take such
actions and shall cause the REMIC created hereunder 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 REMIC 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 REMIC
(including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code) (either such event, an
"Adverse REMIC Event") unless the Master Servicer
receives 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 REMIC created hereunder, 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 REMIC or its assets, or causing the
REMIC to take any action, which is not expressly
permitted under the terms of this Agreement, the
Trustee will consult with the Master Servicer or its
designee, in writing, with respect to whether such
action could cause an Adverse REMIC Event to occur with
respect to the REMIC and the Trustee shall not take any
such action or cause the REMIC to take any such action
as to which the Master Servicer 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 REMIC as
"qualified mortgages" as defined in Section 860G(a)(3)
of the Code and "permitted investments" as defined in
Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on
"prohibited transactions" of the REMIC created
hereunder as defined in Section 860F(a)(2) of the Code,
on "net income from foreclosure property" of the REMIC
as defined in Section 860G(c) of the Code, on any
contributions to the REMIC after the Startup Day
therefor pursuant to Section 860G(d) of the Code, or
any other tax imposed by the Code or any applicable
provisions of state or local 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 Agreement, or (iii) otherwise against amounts on
deposit in the Custodial Account as provided by Section
3.10 and on the Distribution Date(s) following such
reimbursement the aggregate of such taxes shall be
allocated in reduction of the Accrued Certificate
Interest on each Class entitled thereto in the same
manner as if such taxes constituted a Prepayment
Interest Shortfall.
(h) The Trustee and the Master Servicer
shall, for federal income tax purposes, maintain books
and records with respect to the REMIC on a calendar
year and on an accrual basis or as otherwise may be
required by the REMIC Provisions.
(i) Following the Startup Day, neither the
Master Servicer nor the Trustee shall accept any
contributions of assets to the REMIC unless the Master
Servicer and the Trustee shall have received an Opinion
of Counsel (at the expense of the party seeking to make
such contribution) to the effect that the inclusion of
such assets in the REMIC will not cause the Trust Fund
to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject the REMIC to
any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or
ordinances.
(j) Neither the Master Servicer nor the
Trustee shall enter into any arrangement by which the
REMIC will receive a fee or other compensation for
services nor permit the REMIC to receive any income
from assets other than "qualified mortgages" as defined
in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the
Code.
(k) Solely for the purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the
"latest possible maturity date" by which the
Certificate Principal Balance of each Class of
Certificates representing a regular interest in the
REMIC would be reduced to zero is October 25, 2024,
which is the Distribution Date immediately following
the latest scheduled maturity of any Mortgage Loan.
The Maturity Date for each uncertificated REMIC Regular
Interest is the maturity date for the related 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
REMIC.
(m) Neither the Trustee nor the Master
Servicer shall sell, dispose of or substitute for any
of the Mortgage Loans (except in connection with (i)
the default, imminent default or foreclosure of a
Mortgage Loan, including but not limited to, the
acquisition or sale of a Mortgaged Property acquired by
deed in lieu of foreclosure, (ii) the bankruptcy of the
REMIC, (iii) the termination of the REMIC pursuant to
Article IX of this Agreement or (iv) a purchase of
Mortgage Loans pursuant to Article II or III of this
Agreement) or acquire any assets for the REMIC or sell
or dispose of any investments in the Custodial Account
or the Certificate Account for gain, or accept any
contributions to the REMIC after the Closing Date
unless it has received an Opinion of Counsel that such
sale, disposition, substitution or acquisition will not
(a) affect adversely the status of the 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 REMIC to be subject to a
tax on "prohibited transactions" or "contributions"
pursuant to the REMIC Provisions.
<PAGE>
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 REMIC
"residual interests," 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, 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 United States Person and
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 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 Class B
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 L (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 M, 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, 10 Universal City
Plaza, Suite 2100, Universal City, California 91608,
Attention: Ms. Becker or such other address as may be
hereafter furnished to the Company and the Trustee by
the Master Servicer in writing, (c) in the case of the
Trustee, One North State Street, 9th Floor, Chicago,
Illinois 60602 Attention: Residential Funding Mortgage
Securities I, Inc. Series 1994-S20 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, 33rd
Floor, New York, New York 10004, Attention: Structured
Finance Department, or such other address as may
hereafter be furnished to the Company, the Trustee and
the Master Servicer in writing by Fitch and (e) in the
case of Standard & Poor's, 25 Broadway, New York, New
York 10004 or such other address as may be hereafter
furnished to the Company, Trustee and Master Servicer
by Standard & Poor's. Any notice required or permitted
to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of
such holder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been
duly given, whether or not the Certificateholder
receives such notice.
Section 11.06. Notices to Rating Agency.
The Company, the Master Servicer or the
Trustee, as applicable, shall notify each Rating Agency
and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of
the occurrence of, any of the events described in
clause (a), (b), (c), (d), (g), (h), (i) or (j) below
or provide a copy to each Rating Agency at such time as
otherwise required to be delivered pursuant to this
Agreement of any of the statements described in clauses
(e) and (f) below:
(a) a material change or amendment to this
Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a
successor Master Servicer or Trustee or a change
in the majority ownership of the Trustee,
(d) the filing of any claim under the Master
Servicer's blanket fidelity bond and the errors
and omissions insurance policy required by Section
3.12 or the cancellation or modification of
coverage under any such instrument,
(e) the statement required to be delivered
to the Holders of each Class of Certificates
pursuant to Section 4.03,
(f) the statements required to be delivered
pursuant to Sections 3.18 and 3.19,
(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.
<PAGE>
IN WITNESS WHEREOF, the Company, the Master
Servicer and the Trustee have caused their names to be
signed hereto by their respective officers thereunto
duly authorized and their respective seals, duly
attested, to be hereunto affixed, all as of the day
and year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By: /s/ Robert S. Conway
Name: Robert S. Conway
Title: Vice President
Attest: /s/ Jill M. Davis
Name: Jill M. Davis
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By: /s/ Jill M. Davis
Name: Jill M. Davis
Title: Vice President
Attest: /s/ Robert S. Conway
Name: Robert S. Conway
Title: Vice President
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
[Seal]
By: /s/ Steven M. Wagner
Name: Steven M. Wagner
Title: Vice President
Attest: /s/ Faye Wright
Name: Faye Wright
Title: Assistant Secretary
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of December, 1994 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.
/s/ Sahvanna I. Caldwell
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of December, 1994 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 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.
/s/ Sahvanna I. Caldwell
Notary Public
[Notarial Seal]
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 29th day of December, 1994 before me,
a notary public in and for said State, personally
appeared ________________, known to me to be a Vice
President of The First National Bank of Chicago, the
national banking association that executed the within
instrument, and also known to me to be the person who
executed it on behalf of said national banking
association, and acknowledged to me that such national
banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed my official seal the day and year in
this certificate first above written.
/s/ Darla R. Coulson
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986.
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
DECEMBER 29, 1994. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 18% OF THE CONSTANT PREPAYMENT RATE (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 USING THE APPROXIMATE
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL PREPAY AT A RATE BASED ON THE CONSTANT
PREPAYMENT RATE OR AT ANY OTHER RATE.
<PAGE>
Certificate No. _______________
Class A Senior Adjustable Pass-Through Rate
5.4005% Initial Pass-Through Rate
Date of Pooling and Servicing Agreement
and Cut-off Date: December 1, 1994
First Distribution Date: January 25, 1995
Aggregate Initial Certificate Principal Balance
of the Class A Certificates: $100,003,900.00
Initial Certificate Principal Balance of this
Certificate: $
Master Servicer: Residential Funding Corporation
CUSIP 760944 ___
Assumed Final Distribution Date: October 25, 2024
MORTGAGE PASS-THROUGH
CERTIFICATE
SERIES 1994-S20
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 adjustable 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 an interest
in a pool of conventional one- to four-family
adjustable interest rate first mortgage loans (the
"Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called
the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund
was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement")
among the Company, the Master Servicer and The First
National Bank of Chicago, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the 25th day of each month
or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution
Date"), commencing as described in the Agreement, to
the Person in whose name this Certificate is registered
at the close of business on the last day (or if such
last day is not a Business Day, the Business Day
immediately preceding such last day) of the month
immediately preceding the month of such distribution
(the "Record Date"), from the Available Distribution
Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and
the amount (of interest and principal, if any) required
to be distributed to Holders of Class A Certificates on
such Distribution Date.
Distributions on this Certificate will be
made either by the Master Servicer acting on behalf of
the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire
transfer or otherwise) for the account of the Person
entitled thereto if such Person shall have so notified
the Master Servicer or such Paying Agent, or by check
mailed to the address of the Person entitled thereto,
as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be made after due
notice of the pendency of such distribution and only
upon presentation and surrender of this Certificate at
the office or agency appointed by the Trustee for that
purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is
set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions
allocable to principal and any Realized Losses
allocable hereto. This Certificate is one of the Class
A Certificates referred to in the above-mentioned
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 (i) to 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) to purchase in whole, but not
in part, all of the Certificates other than the Class R
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 five 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.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused
this Certificate to be duly executed.
Dated:
THE FIRST NATIONAL BANK OF CHICAGO, as Trustee
By:________________________________
Authorized Signatory
Certificate of
Authentication
This is one of the Class A
Certificates referred to
in the within-mentioned
Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:________________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including
postal zip code of assignee)
the beneficial interest evidenced by the
within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration of such
interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate
Registrar to issue a new Certificate of a like
denomination and Class to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer
or otherwise, in immediately available funds to
for the account of
account number , or,
if mailed by check, to
. Applicable statements
should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
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"). 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
DECEMBER 29, 1994. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 18% OF THE CONSTANT PREPAYMENT RATE (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 CONSTANT
PREPAYMENT RATE OR AT ANY OTHER RATE.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN
EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO 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 UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT
THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
<PAGE>
Certificate No.
Class M-__ Subordinate Adjustable Pass-
Through Rate
5.4005% Initial Pass
Through-Rate
Date of Pooling and Servicing Aggregate
Agreement and Cut-off Date: Certificate
December 1, 1994 Principal Balance of
the Class M-__
Certificates:
$_________.__
First Distribution Date: Initial Certificate
January 25, 1995 Principal Balance of
this Certificate:
$
Master Servicer:
Residential Funding Corporation CUSIP: 760944___
Assumed Final Distribution Date:
October 25, 2024
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1994-S20
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 adjustable 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 adjustable interest rate first mortgage
loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc.
(hereinafter called the "Company," which term includes
any successor entity under the Agreement referred to
below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified
above (the "Agreement") among the Company, the Master
Servicer and The First National Bank of Chicago, as
trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the 25th day of each month
or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution
Date"), commencing as described in the Agreement, to
the Person in whose name this Certificate is registered
at the close of business on the last day (or if such
last day is not a Business Day, the Business Day
immediately preceding such last day) of the month
immediately preceding the month of such distribution
(the "Record Date"), from the Available Distribution
Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and
the amount (of interest and principal, if any) required
to be distributed to Holders of Class M-__ Certificates
on such Distribution Date.
Distributions on this Certificate will be
made either by the Master Servicer acting on behalf of
the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire
transfer or otherwise) for the account of the Person
entitled thereto if such Person shall have so notified
the Master Servicer or such Paying Agent, or by check
mailed to the address of the Person entitled thereto,
as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be made after due
notice of the pendency of such distribution and only
upon presentation and surrender of this Certificate at
the office or agency appointed by the Trustee for that
purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is
set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of the
distributions allocable to principal and any Realized
Losses allocable hereto.
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 the early retirement of the Certificates.
The Agreement permits, but does not require, the Master
Servicer or the Company (i) to 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) to purchase in whole, but not
in part, all of the Certificates other than the Class R
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 five 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.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused
this Certificate to be duly executed.
Dated:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
Certificate of
Authentication
This is one of the Class M-__
Certificates referred to
in the within-mentioned
Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
(Please print
or typewrite name and address including postal zip code
of assignee) the beneficial interest evidenced by the
within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration of such
interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate
Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer
or otherwise, in immediately available funds to
for the account of account number
, or, if mailed by check, to
Applicable statements should be
mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO
THE CLASS A CERTIFICATES, CLASS R CERTIFICATES[,] [AND]
CLASS M CERTIFICATES [AND][,][CLASS B-1 CERTIFICATES]
[AND CLASS B-2 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 TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER SUCH ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A OR TO AN INSTITUTIONAL
ACCREDITED INVESTOR, AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN
EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE, AS AMENDED
(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 UNDER SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER,
THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN IN 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
DECEMBER 29, 1994. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 18% OF THE CONSTANT PREPAYMENT RATE (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 CONSTANT
PREPAYMENT RATE OR AT ANY OTHER RATE.
<PAGE>
Certificate No.
Class B-_ Subordinate Adjustable Pass-Through Rate
5.4005% Initial Pass Through-
Rate
Date of Pooling and
Servicing Agreement Aggregate Certificate
and Cut-off Date: Principal Balance of the
December 1, 1994 Class B-_ Certificates as
of the Cut-off Date:
$____________
First Distribution
Date: Initial Certificate Principal
January 25, 1995 Balance of this Certificate:
$____________
Master Servicer:
Residential Funding Corporation Initial Class B-__
Percentage: ____%
Assumed Final
Distribution Date: CUSIP:
October 25, 2024
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1994-S20
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 adjustable 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 adjustable interest rate first mortgage
loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc.
(hereinafter called the "Company", which term includes
any successor entity under the Agreement referred to
below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified
above (the "Agreement") among the Company, the Master
Servicer and The First National Bank of Chicago, as
trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the 25th day of each month
or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution
Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this
Certificate is registered at the close of business on
the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such
distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal,
if any) required to be distributed to Holders of Class
B-_ Certificates on such Distribution Date.
Distributions on this Certificate will be
made either by the Master Servicer acting on behalf of
the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire
transfer or otherwise) for the account of the Person
entitled thereto if such Person shall have so notified
the Master Servicer or such Paying Agent, or by check
mailed to the address of the Person entitled thereto,
as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be made after due
notice of the pendency of such distribution and only
upon presentation and surrender of this Certificate at
the office or agency appointed by the Trustee for that
purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is
set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of the
distributions allocable to principal and any Realized
Losses allocable hereto.
No transfer of this Class B-_ Certificate
will be made unless such transfer is exempt from the
registration requirements of the Securities Act of
1933, as amended, and any applicable state securities
laws or is made in accordance with said Act and laws.
Except as otherwise provided in this paragraph, in the
event that such a transfer is to be made, (i) unless
the Company directs the Trustee otherwise, the Trustee
shall 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. In lieu of the
requirements set forth in the preceding sentence,
transfers of Class B-_ Certificates may be made in
accordance with the Agreement 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 O attached
thereto, 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. Such
transfers shall be deemed to have complied with the
requirements of 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 an employee benefit plan or other
plan subject to the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986 (the "Code"), or (ii)
if such transferee is such a plan, 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 ERISA and stating, among other things,
that the transferee's acquisition of a Class B-_
Certificate will not constitute or result in a non-
exempt "prohibited transaction" under Section 406 of
ERISA or Section 4975 of the Code.
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 the 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 other than the Class R
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 five 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.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused
this Certificate to be duly executed.
Dated:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
Certificate of
Authentication
This is one of the Class B-___
Certificates referred to
in the within-mentioned
Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal
zip code of assignee) the beneficial interest evidenced
by the within Mortgage Pass-Through Certificate and
hereby authorizes the transfer of registration of such
interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate
Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer
or otherwise, in immediately available funds to
for the account of
account number , or, if mailed by check,
to Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A
NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION
(AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN
EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE, AS AMENDED
(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 UNDER SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER,
THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE
PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE
UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION
THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY
OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A
COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH
IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED
BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION
DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B)
OR (C) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO
IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH
TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS
RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY
PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH
HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH.
<PAGE>
Certificate No.
Class R Senior
Date of Pooling and
Servicing Agreement Adjustable Pass-Through Rate
and Cut-off Date: 5.4005% Initial Pass-Through
December 1, 1994 Rate
Aggregate Initial Certificate
Principal Balance of the Class
R Certificates: $100.00
First Distribution Date:
January 25, 1995
Master Servicer: CUSIP: 760944 ____
Residential Funding
Corporation
Initial Certificate Principal
Balance of this Certificate:
$_____________
Assumed Final
Distribution Date:
October 25, 2024 Percentage Interest: _____
MORTGAGE PASS-THROUGH
CERTIFICATE,
SERIES 1994-S20
evidencing a percentage interest in any
distributions allocable to the Class R
Certificates with respect to the Trust Fund
consisting primarily of a pool of conventional
one- to four-family adjustable 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 the Trust Fund consisting primarily of a pool of
conventional one- to four-family adjustable interest
rate first mortgage loans (the "Mortgage Loans"),
formed and sold by Residential Funding Mortgage
Securities I, Inc. (hereinafter called the "Company,"
which term includes any successor entity under the
Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement
dated as specified above (the "Agreement") among the
Company, the Master Servicer and The First National
Bank of Chicago, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the 25th day of each month
or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution
Date"), commencing as described in the Agreement, to
the Person in whose name this Certificate is registered
at the close of business on the last day (or if such
last day is not a Business Day, the Business Day
immediately preceding such last day) of the month
immediately preceding the month of such distribution
(the "Record Date"), from the Available Distribution
Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and
the amount (of interest and principal, if any) required
to be distributed to Holders of Class R Certificates on
such Distribution Date.
Each Holder of this Certificate will be
deemed to have agreed to be bound by the restrictions
set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in
this Certificate must be a United States Person and a
Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be
conditioned upon the delivery to the Trustee of, among
other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii)
any attempted or purported transfer of any Ownership
Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will
vest no rights in the purported transferee, and (iv) if
any person other than a United States Person and a
Permitted Transferee acquires any Ownership Interest in
this Certificate in violation of such restrictions,
then the Company will have the right, in its sole
discretion and without notice to the Holder of this
Certificate, to sell this Certificate to a purchaser
selected by the Company, which purchaser may be the
Company, or any affiliate of the Company, on such terms
and conditions as the Company may choose.
Notwithstanding the above, the final
distribution on this Certificate will be made after due
notice of the pendency of such distribution and only
upon presentation and surrender of this Certificate at
the office or agency appointed by the Trustee for that
purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is
set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions
allocable to principal and any Realized Losses
allocable hereto. Notwithstanding the reduction of the
Certificate Principal Balance hereof to zero, this
Certificate will remain outstanding under the Agreement
and the Holder hereof may have additional obligations
with respect to this Certificate, including tax
liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and
provisions of the Agreement.
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 (i) to 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) to purchase in whole, but not
in part, all of the Certificates other than the Class R
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 five 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.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused
this Certificate to be duly executed.
Dated:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
Certificate of
Authentication
This is one of the Class R
Certificates referred to
in the within-mentioned
Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including
postal zip code of assignee)
the beneficial interest evidenced by the within
Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to
assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate
Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer
or otherwise, in immediately available funds to
for the account of
account number ,
or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and
supplemented from time to time, the "Agreement"), dated
as of December 1, 1994, by and among THE FIRST NATIONAL
BANK OF CHICAGO, as Trustee (including its successors
under the Pooling Agreement defined below, the
"Trustee"), RESIDENTIAL FUNDING MORTGAGE SECURITIES I,
INC. (together with any successor in interest, the
"Company"), RESIDENTIAL FUNDING CORPORATION, as master
servicer (together with any successor in interest or
successor under the Pooling Agreement referred to
below, the "Master Servicer"), and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION (together with any
successor in interest or any successor appointed
hereunder, the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer,
and the Trustee have entered into a Pooling and
Servicing Agreement dated as of December 1, 1994,
relating to the issuance of Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through
Certificates, Series 1994-S20 (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.
<PAGE>
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.
<PAGE>
IN WITNESS WHEREOF, this Agreement is
executed as of the date first above written.
Address: THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust
By:
Name:
Title:
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
10 Universal City Plaza
Suite 2100
Universal City, California 91608
By:
Name:
Title: Vice President
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name:
Title: Trust Officer
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the ____ day of December, 1994, before me,
a notary public in and for said State, personally
appeared ___________________, known to me to be a
______________ of The First National Bank of Chicago,
the national banking association that executed the
within instrument, and also known to me to be the
person who executed it on behalf of said national
banking association, and acknowledged to me that such
national banking association executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed my official seal the day and year in
this certificate first above written.
Notary Public
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of December, 1994, 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]
<PAGE>
STATE OF ________ )
) ss.:
COUNTY OF ________ )
On the 29th day of December, 1994 before me,
a notary public in and for said State, personally
appeared ________________, known to me to be a Vice
President of Residential Funding Mortgage Securities I,
Inc., one of the corporations that executed the within
instrument, and also known to me to be the person who
executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed my official seal the day and year in
this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF ____________ )
) ss:
COUNTY OF ____________ )
On the 29th day of December, 1994 before me,
a notary public in and for said State, personally
appeared ________________, 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]
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
December 29, 1994
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust Administration
Re: Custodial Agreement dated as of December
1, 1994, by and among The First National
Bank of Chicago, Residential Funding
Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank
Minnesota, National Association,
Mortgage Pass-Through Certificates,
Series 1994-S20
Ladies and Gentlemen:
In accordance with Section 2.3 of the
above-captioned Custodial Agreement, and subject to
Section 2.02 of the Pooling Agreement, the undersigned,
as Custodian, hereby certifies that it has received a
Mortgage File (which contains an original Mortgage
Note) to the extent required in Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan
listed in the Mortgage Loan Schedule.
Capitalized words and phrases used herein
shall have the respective meanings assigned to them in
the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
, 1995
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust Administration
Re: Custodial Agreement dated as of December
1, 1994, by and among The First National
Bank of Chicago, Residential Funding
Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank
Minnesota, National Association,
Mortgage Pass-Through Certificates,
Series 1994-S20
Ladies and Gentlemen:
In accordance with Section 2.3 of the
above-captioned Custodial Agreement, the undersigned,
as Custodian, hereby certifies that it has received a
Mortgage File to the extent required pursuant to
Section 2.01(b) of the Pooling Agreement with respect
to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the
Mortgage Loan Schedule and has determined that: all
required documents have been executed and received and
that such documents related to the Mortgage Loans
identified on the Mortgage Loan Schedule, with any
exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein
shall have the respective meanings assigned to them in
the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
, 1993
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust Administration
Re: Custodial Agreement dated as of December
1, 1994, by and among The First National
Bank of Chicago, Residential Funding
Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank
Minnesota, National Association,
Mortgage Pass-Through Certificates,
Series 1994-S20
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;
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.
Capitalized words and phrases used herein
shall have the respective meanings assigned to them in
the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
RUN ON : 12/19/94 RFC DISCLOSURE SYSTEM RFFSD175-01
AT : 10:58:08 NONFIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1994-S20 CUTOFF : 12/01/94
POOL : 0004163
:
:
POOL STATUS: F
RFC LOAN # ORIG RATE ORIGINAL BAL MAX NEG AM
MORTGAGOR NAME CURR RATE PRINCIPAL BAL LN FEATURE
ADDRESS CURR NET ORIGINAL P+I # OF UNITS
ADDRESS LINE 2 NOTE CEILING CURRENT P+I LTV
CITY STATE ZIP NET CEILING NOTE DATE VALUE
SERVICER LOAN # NOTE FLOOR 1ST PMT DT MI CO CODE
SELLER LOAN # NET FLOOR MATURITY DT MI CVG
INVSTR LOAN # GROSS MARGIN 1ST INTCHGDT NXT INTCHGDT
S/S CODE NET MARGIN 1ST PMTCHGDT NXT PMTCHGDT
INT CHG PRIOR DAYS 1ST YR FLR PMT CAP INCR PMT CAP DECR
PMT TYPE 1ST YR CEIL INT FREQ MOS PMT FREQ MOS
ORIG TERM ADJ INDEX PERIOD INCR PERIOD DECR
NOTE LF INCR RND NOTE TYPE RND NOTE METH RND NOTE FCTR
NET LF INCR RND NET TYPE RND NET METH RND NET FCTR
NOTE LF DECR LOAN PURP CNVRT CODE FROM WINDOW
NET LF DECR PROP TYPE CNVT INDEX TO WINDOW
OCCP CODE CNVT MARGIN
______________________________________________________________________________
1207659 8.6250 822,500.00 100
YARBROUGH JR H 8.2500 786,316.68 ZZ
760 RIVERGATE DRIVE 7.8750 6,397.33 1
14.6250 6,140.01 70
ATLANTA GA 30350 13.6250 09/10/90 1,175,000.00
320015035 .0000 11/01/90 00
1836107 .0000 10/01/20 0
0 2.7500 10/01/91 10/01/95
233/600 2.3750 11/01/91 11/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1258995 7.8750 114,650.00 100
RIVAS ADALBERTO 7.8750 106,018.29 ZZ
415 CINDY COURT 7.6250 831.29 1
13.3750 828.46 85
CORONA CA 91720 13.1250 06/07/88 134,900.00
320153026 .0000 08/01/88 10
01337744 .0000 07/01/18 20
0 2.6250 07/01/89 07/01/95
531/600 2.3750 08/01/89 08/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
5.5000 S N .1250
.0000 S N .1250
.0000 1 01 07/01/89
.0000 05 E 07/01/93
O .7500
1259034 8.8750 155,250.00 100
ASGARI AMIR 6.5000 145,950.64 ZZ
6851 MURRAY PARK DR 6.2500 1,235.24 1
14.3750 996.32 75
SAN DIEGO CA 92119 14.1250 02/28/89 207,000.00
320152754 .0000 05/01/89 00
01434854 .0000 04/01/19 0
0 2.6250 04/01/90 04/01/95
531/600 2.3750 05/01/90 05/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
5.5000 S N .1250
.0000 S N .1250
.0000 1 01 04/01/90
.0000 05 E 04/01/94
O .7500
1259090 8.7500 293,400.00 100
RACHAL JANICE 6.2500 278,494.90 ZZ
1108 NORTH SHORT CIRCLE 5.8750 2,308.18 1
14.2500 1,834.61 80
WALNUT CA 91789 13.8750 12/05/89 366,764.00
320151392 .0000 02/01/90 00
01633367 .0000 01/01/20 0
0 2.7500 01/01/91 01/01/95
531/600 2.3750 02/01/91 02/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
5.5000 S N .1250
.0000 S N .1250
.0000 1 01 01/01/91
.0000 05 E 01/01/95
O 1.0000
1259091 8.7500 211,450.00 100
O'CONNOR ROBERT 6.3750 200,942.35 ZZ
2208 VANDERBILT LANE #5 6.0000 1,663.48 1
14.2500 1,337.51 90
REDONDO BEACH CA 90278 13.8750 01/08/90 235,000.00
320154107 .0000 03/01/90 04
01676159 .0000 02/01/20 17
0 2.7500 02/01/91 02/01/95
531/600 2.3750 03/01/91 03/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
5.5000 S N .1250
.0000 S N .1250
.0000 1 01 02/01/91
.0000 01 E 02/01/95
O 1.0000
1259125 9.7500 281,000.00 100
VON BRANA EILEEN 7.5000 270,516.55 ZZ
490 PAUMAKUA WAY 7.1250 2,414.22 1
15.7500 1,985.80 75
KAILUA HI 96734 15.3750 05/23/90 375,000.00
320154487 .0000 07/01/90 00
01775283 .0000 06/01/20 0
0 2.7500 06/01/93 06/01/95
531/600 2.3750 07/01/93 07/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 06/01/93
.0000 05 E 06/01/95
O 1.0000
1259152 10.1250 46,050.00 100
FARRELL WILLIAM 8.1250 43,783.52 ZZ
13535 SW FAR VISTA STREET 7.7500 408.39 1
15.6250 343.35 75
BEAVERTON OR 97005 15.2500 06/05/89 61,400.00
320153687 .0000 08/01/89 00
01505806 .0000 07/01/19 0
0 2.7500 07/01/92 07/01/95
531/600 2.3750 08/01/92 08/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
5.5000 S N .1250
.0000 S N .1250
.0000 1 01 07/01/92
.0000 05 E 07/01/94
O .7500
1259155 9.8750 300,000.00 100
FISHER DAVID 8.1250 286,034.33 ZZ
807-809 DETROIT STREET 7.7500 2,605.05 2
15.8750 2,233.70 75
LOS ANGELES CA 90036 15.5000 10/02/89 400,000.00
320154081 .0000 12/01/89 00
01602288 .0000 11/01/19 0
0 2.7500 11/01/92 11/01/95
531/600 2.3750 12/01/92 12/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 11/01/92
.0000 05 E 11/01/94
O 1.0000
1303638 5.6250 319,500.00 100
HERGUTH WILLIAM 8.0000 310,882.93 ZZ
3234 BANFF DRIVE 7.7500 1,839.22 1
11.6250 2,323.42 90
FAIRFIELD CA 94533 11.3750 10/26/92 355,000.00
10820009-8 .0000 12/01/92 12
820009 .0000 11/01/22 22
0 2.6250 11/01/93 11/01/95
047/047 2.3750 12/01/93 12/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1349297 5.1250 265,100.00 100
KOHLI RAVINDER 7.1250 257,498.47 ZZ
2230 CARDIFF WAY 6.8750 1,443.44 1
11.1250 1,756.79 89
RICHMOND VA 23236 10.8750 08/27/93 300,000.00
84341 .0000 10/01/93 04
84341 .0000 09/01/23 17
0 2.7500 09/01/94 09/01/95
246/246 2.5000 10/01/94 10/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 01 09/01/94
.0000 05 C 09/01/98
O 1.1250
1353643 5.5000 294,700.00 100
WONG NORMAN 7.5000 265,599.55 ZZ
1086 VISTA GRANDE 7.2500 1,673.28 1
11.5000 2,004.89 76
MILLBRAE CA 94030 11.2500 08/19/93 390,000.00
0701943 .0000 10/01/93 00
1758788 .0000 09/01/23 0
0 2.8750 09/01/94 09/01/95
664/756 2.6250 10/01/94 10/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1359322 4.8750 241,000.00 100
CORREIA BRADLEY 4.8750 236,415.77 ZZ
38546 GLENMOOR DRIVE 4.6250 1,275.40 1
10.8750 1,275.40 78
FREMONT CA 94536 10.6250 02/18/94 310,000.00
2153500 .0000 04/01/94 00
2153500 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
356/356 2.6250 04/01/95 04/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1359496 5.5000 323,000.00 100
KATTENGELL ROBERT 5.5000 319,390.75 ZZ
2746 GOUGH STREET 5.1250 1,833.96 1
11.5000 1,833.96 85
SAN FRANCISCO CA 94123 11.1250 01/18/94 380,000.00
0705352 .0000 03/01/94 11
70874 .0000 02/01/24 12
0 2.8750 02/01/95 02/01/95
744/756 2.5000 03/01/95 03/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 01 0 00/00/00
O .0000
1360562 5.5000 950,000.00 100
KITNICK BARRY 5.5000 939,384.55 ZZ
314 MEADOWBROOK DRIVE 5.2500 5,394.00 1
11.5000 5,394.00 49
SANTA BARBARA CA 93108 11.2500 01/21/94 1,950,000.00
0704645 .0000 03/01/94 00
10103019 .0000 02/01/24 0
0 2.7500 02/01/95 02/01/95
051/756 2.5000 03/01/95 03/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 4 00 00/00/00
.0000 03 0 00/00/00
O .0000
1364300 4.5000 157,500.00 100
DIAZ MARIO 4.5000 155,175.29 ZZ
852 3RD AVENUE 4.1250 798.03 1
10.5000 798.03 62
LOS ANGELES CA 90005 10.1250 12/21/93 255,000.00
1931115263 .0000 02/01/94 00
1931115263 .0000 01/01/24 0
0 3.0000 01/01/95 01/01/95
274/274 2.6250 02/01/95 02/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1364340 5.5000 956,250.00 100
BHUPATHY VELLORE 5.5000 945,564.79 ZZ
8109 AURORA LANE 5.2500 5,429.48 1
11.5000 5,429.48 75
WHITTIER CA 90605 11.2500 01/21/94 1,275,000.00
0704763 .0000 03/01/94 00
006000050003 .0000 02/01/24 0
0 2.7500 02/01/95 02/01/95
472/756 2.5000 03/01/95 03/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
1364396 5.0000 386,000.00 100
HERRON JOHN 5.0000 381,755.59 ZZ
1151 EMBURY STREET 4.7500 2,072.13 1
11.0000 2,072.13 66
LOS ANGELES CA 90272 10.7500 02/02/94 590,000.00
0705380 .0000 04/01/94 00
108710 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
028/756 2.6250 04/01/95 04/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1364480 4.5000 260,500.00 100
DORSEY MILTON 4.5000 257,365.88 ZZ
2584 RIKKARD DRIVE 4.1250 1,319.92 1
10.5000 1,319.92 84
THOUSAND OAKS CA 91362 10.1250 02/01/94 311,000.00
1931202491 .0000 04/01/94 14
1931202491 .0000 03/01/24 12
0 3.0000 03/01/95 03/01/95
274/274 2.6250 04/01/95 04/01/95
45 2.5000 .0000 .0000
A 6.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 01 03/01/95
.0000 03 E 03/01/99
O 1.1250
1364502 5.3750 920,000.00 100
ILLULIAN KHOSRO 5.3750 909,480.65 ZZ
315 NORTH MAPLE DIRVE 5.1250 5,151.74 1
11.3750 5,151.74 69
BEVERLY HILLS CA 90210 11.1250 01/04/94 1,350,000.00
10821625-0 .0000 03/01/94 00
0821625 .0000 02/01/24 0
0 2.8750 02/01/95 02/01/95
047/047 2.6250 03/01/95 03/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 01 02/01/95
.0000 05 E 02/01/99
O 1.1250
1364613 4.5000 310,500.00 100
ALECCIA JAMES 4.5000 305,916.99 ZZ
13292 TIBURON WAY 4.1250 1,573.26 1
10.5000 1,573.26 90
TUSTIN CA 92680 10.1250 12/27/93 345,000.00
1931203143 .0000 02/01/94 14
1931203143 .0000 01/01/24 17
0 2.8750 01/01/95 01/01/95
274/274 2.5000 02/01/95 02/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1365720 5.3750 213,300.00 100
FINNEY JULIE 5.3750 210,861.13 ZZ
10731 LURLINE AVENUE 5.1250 1,194.42 1
11.3750 1,194.42 90
CHATSWORTH CA 91311 11.1250 01/12/94 237,000.00
10821644-1 .0000 03/01/94 11
0821644 .0000 02/01/24 20
0 2.8750 02/01/95 02/01/95
047/047 2.6250 03/01/95 03/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1366112 4.7500 218,000.00 100
SCHOFIELD JOHN 6.7500 214,436.20 ZZ
21206 COUNTRY FARM LANE 6.5000 1,137.20 1
IN THE AREA OF 10.7500 1,407.12 88
TRABUCO CANYON CA 92678 10.5000 10/27/93 249,000.00
0705453 .0000 12/01/93 12
0667717 .0000 11/01/23 17
0 2.8750 11/01/94 11/01/95
664/756 2.6250 12/01/94 12/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
1367277 4.8750 250,000.00 100
VAN PARYS PHILLIP 4.8750 246,330.28 ZZ
144 GLENDALE AVENUE 4.6250 1,323.02 1
10.8750 1,323.02 70
OXNARD CA 93035 10.6250 02/01/94 360,000.00
10821658-1 .0000 03/01/94 00
821658 .0000 02/01/24 0
0 2.8750 02/01/95 02/01/95
047/047 2.6250 03/01/95 03/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1368397 5.1250 305,100.00 100
ANTHES RUSSELL 5.1250 301,074.58 ZZ
411 WEST DANA STREET 4.8750 1,661.23 1
11.1250 1,661.23 90
MOUNTIAN VIEW CA 94041 10.8750 12/28/93 339,000.00
0703956 .0000 02/01/94 12
16100273 .0000 01/01/24 17
0 2.7500 01/01/95 01/01/95
051/756 2.5000 02/01/95 02/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1368409 4.7500 207,000.00 100
WESTON MARVIN 4.7500 204,618.62 ZZ
4320 EMERALD AVENUE 4.5000 1,079.81 1
10.7500 1,079.81 90
LA VERNE CA 91750 10.5000 02/04/94 230,000.00
0705549 .0000 04/01/94 11
5030131 .0000 03/01/24 17
0 2.8750 04/01/95 04/01/95
685/756 2.6250 05/01/95 05/01/95
45 2.7500 .0000 .0000
A 6.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 01 04/01/95
.0000 05 C 04/01/99
O .5000
1368597 4.5000 215,000.00 100
HENDRIX MICHAEL 6.5000 211,325.25 ZZ
24100 MIRASOL WAY 6.1250 1,089.37 1
10.5000 1,352.14 40
TEMECULA CA 92590 10.1250 10/25/93 543,000.00
66011 .0000 12/01/93 00
66011 .0000 11/01/23 0
0 2.8750 11/01/94 11/01/95
372/372 2.5000 12/01/94 12/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 01 11/01/94
.0000 05 E 11/01/98
O 1.1250
1368769 4.8750 256,500.00 100
HIGGINBOTHAM ROBERT 6.8750 252,629.60 ZZ
416 VERMONT AVENUE 6.5000 1,357.42 1
10.8750 1,677.05 90
BERKELEY CA 94707 10.5000 11/18/93 285,000.00
1449731 .0000 01/01/94 10
1449731 .0000 12/01/23 17
0 2.7500 12/01/94 12/01/95
447/447 2.3750 01/01/95 01/01/96
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1368806 5.2500 581,000.00 100
TANTRY SUBHASH 5.2500 574,896.15 ZZ
1228 HARKER AVENUE 5.0000 3,208.30 1
11.2500 3,208.30 69
PALO ALTO CA 94301 11.0000 01/28/94 850,000.00
190084 .0000 04/01/94 00
190084 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
032/032 2.6250 04/01/95 04/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1368821 4.8750 225,000.00 100
IGNACIO JR FORTUNATO 4.8750 222,182.30 ZZ
136 SAN THOMAS WAY 4.6250 1,190.72 1
10.8750 1,190.72 77
DANVILLE CA 94526 10.6250 01/21/94 293,000.00
0705466 .0000 03/01/94 00
0512236 .0000 02/01/24 0
0 2.8750 02/01/95 02/01/95
559/756 2.6250 03/01/95 03/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1369021 4.5000 242,000.00 100
AWANA JR THOMAS 4.5000 239,088.47 ZZ
484 MILL RIVER LANE 4.1250 1,226.18 1
10.5000 1,226.18 90
SAN JOSE CA 95134 10.1250 02/18/94 269,000.00
0705600 .0000 04/01/94 12
29008029 .0000 03/01/24 17
0 2.8750 03/01/95 03/01/95
013/756 2.5000 04/01/95 04/01/95
45 2.8750 .0000 .0000
A 6.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 09 0 00/00/00
O .0000
1369167 5.2500 480,000.00 100
VIBOCH JOHN 5.2500 474,957.17 ZZ
21 SUNRISE HILL ROAD 4.8750 2,650.58 1
11.2500 2,650.58 80
ORINDA CA 94563 10.8750 02/14/94 600,000.00
0705670 .0000 04/01/94 00
71223 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
744/756 2.5000 04/01/95 04/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1369241 4.6250 247,000.00 100
JAMES WAYNE 4.6250 244,094.01 ZZ
5503 SALINAS COURT 4.3750 1,269.92 1
10.6250 1,269.92 90
SIMI VALLEY CA 93063 10.3750 02/01/94 275,000.00
10856382-6 .0000 04/01/94 12
856382 .0000 03/01/24 20
0 2.8750 03/01/95 03/01/95
047/047 2.6250 04/01/95 04/01/95
45 2.6250 .0000 .0000
A 6.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1369264 4.5000 233,050.00 100
O'LOUGHLIN RITA 4.5000 229,610.17 ZZ
1037 TAFT STREET 4.1250 1,180.83 1
10.5000 1,180.83 90
REDWOOD CITY CA 94061 10.1250 01/03/94 259,000.00
6580575 .0000 02/01/94 14
6580575 .0000 01/01/24 17
0 2.8750 01/01/95 01/01/95
372/372 2.5000 02/01/95 02/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1369324 5.2500 350,900.00 100
ANDERSON DALE 5.2500 347,213.45 ZZ
1097 CAGGIANO COURT 4.8750 1,937.69 1
11.2500 1,937.69 90
SAN JOSE CA 95120 10.8750 02/07/94 390,000.00
109307707 .0000 04/01/94 04
109307707 .0000 03/01/24 17
0 3.0000 03/01/95 03/01/95
976/976 2.6250 04/01/95 04/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1369350 5.5000 592,000.00 100
BROWN, JR EDWARD 5.5000 586,060.14 ZZ
1155 NORTH KENNYMEAD STREET 5.1250 3,361.31 1
11.5000 3,361.31 80
ORANGE CA 92669 11.1250 02/16/94 740,000.00
0705519 .0000 04/01/94 00
01005116 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
472/756 2.5000 04/01/95 04/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1369379 5.5000 328,500.00 100
FENDLER FRED 5.5000 325,203.95 ZZ
16 DUXBURY COVE 5.2500 1,865.19 1
11.5000 1,865.19 90
SAN RAFAEL CA 94901 11.2500 01/27/94 365,000.00
0705482 .0000 04/01/94 01
70929 .0000 03/01/24 17
0 2.8750 03/01/95 03/01/95
744/756 2.6250 04/01/95 04/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 09 0 00/00/00
O .0000
1369382 4.7500 232,000.00 100
HOWHANNESIAN TOM 4.7500 229,028.58 ZZ
28742 PEACH BLOSSOM 4.5000 1,210.22 1
10.7500 1,210.22 80
MISSION VIEJO CA 92692 10.5000 01/24/94 290,000.00
0705741 .0000 03/01/94 00
2789022 .0000 02/01/24 0
0 2.8750 02/01/95 02/01/95
180/756 2.6250 03/01/95 03/01/95
45 2.7500 .0000 .0000
A 6.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
1369635 4.7500 260,000.00 100
CONCEPCION ZUNILDA 4.7500 257,008.84 ZZ
2318 SANTA CRUZ COURT 4.3750 1,356.29 1
10.7500 1,356.29 80
TORRANCE CA 90501 10.3750 02/01/94 325,000.00
0705317 .0000 04/01/94 00
67046700 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
171/756 2.5000 04/01/95 04/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 03/01/95
.0000 05 E 03/01/99
O 1.1250
1369822 4.8750 299,000.00 100
CHEN MIN 4.8750 295,636.84 ZZ
154 ALMERIA AVENUE 4.6250 1,582.34 1
10.8750 1,582.34 68
FREMONT CA 94539 10.6250 02/18/94 440,000.00
2205540 .0000 04/01/94 00
2205540 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
356/356 2.6250 04/01/95 04/01/95
45 2.8750 .0000 .0000
A 6.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1369893 5.2500 409,500.00 100
CHAMP EUGENE 5.2500 404,592.69 ZZ
244 BELLINO DRIVE 4.8750 2,261.28 1
11.2500 2,261.28 65
PACIFIC PALISA CA 90272 10.8750 01/05/94 630,000.00
0704966 .0000 03/01/94 00
1931120339 .0000 02/01/24 0
0 3.0000 02/01/95 02/01/95
274/756 2.6250 03/01/95 03/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1370243 5.0000 300,000.00 100
NOVICK ANDREW 5.0000 296,327.06 ZZ
7 ESPALDA COURT 4.6250 1,610.46 1
11.0000 1,610.46 90
SAN RAFAEL CA 94901 10.6250 01/04/94 335,000.00
0705611 .0000 03/01/94 04
408086 .0000 02/01/24 17
0 3.0000 02/01/95 02/01/95
736/756 2.6250 03/01/95 03/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1370247 4.5000 220,950.00 100
HURST CHARLES 4.5000 217,573.76 ZZ
4 TURANO 4.2500 1,119.52 1
10.5000 1,119.52 90
LAGUNA NIGUEL CA 92677 10.2500 01/11/94 245,500.00
0704553 .0000 03/01/94 10
410204 .0000 02/01/24 17
0 2.8750 02/01/95 02/01/95
736/756 2.6250 03/01/95 03/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1370271 4.8750 685,000.00 100
GRENZ LARRIE 4.8750 677,295.24 ZZ
6744 SUTTER AVENUE 4.6250 3,625.08 1
10.8750 3,625.08 69
CARMICHAEL CA 95608 10.6250 02/01/94 1,000,000.00
0705520 .0000 04/01/94 00
0047201 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
776/756 2.6250 04/01/95 04/01/95
45 2.8750 .0000 .0000
A 6.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1370281 4.8750 218,000.00 100
KOCHLACS ROGER 4.8750 215,211.69 ZZ
4 CAMELFORD COURT 4.6250 1,153.68 1
10.8750 1,153.68 74
MORAGA CA 94556 10.6250 02/08/94 296,000.00
2195683 .0000 04/01/94 00
2195683 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
356/356 2.6250 04/01/95 04/01/95
45 2.8750 .0000 .0000
A 6.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1370589 4.7500 500,000.00 100
LIU ROBERT 6.7500 491,365.56 ZZ
160 30TH AVENUE 6.3750 2,608.24 1
10.6250 3,227.34 52
SAN FRANCISCO CA 94121 10.2500 09/07/93 970,000.00
220138461 .0000 11/01/93 00
220138461 .0000 10/01/23 0
0 2.7500 10/01/94 10/01/95
550/550 2.3750 11/01/94 11/01/95
15 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
5.8750 S U .1250
.0000 S U .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1370591 4.8000 480,000.00 100
WARDELL CYNTHIA 6.8000 470,455.09 ZZ
2575-77 SACRAMENTO STREET 6.4250 2,518.39 2
10.6250 3,114.26 80
SAN FRANCISCO CA 94115 10.2500 06/16/93 600,000.00
220128975 .0000 08/01/93 00
220128975 .0000 07/01/23 0
0 2.7500 07/01/94 07/01/95
550/550 2.3750 08/01/94 08/01/95
15 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
5.8250 S U .1250
.0000 S U .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1370614 5.3750 752,500.00 100
BRODY MARVIN 5.3750 744,773.74 ZZ
5632 NORTH CAMELBACK CANYON 5.1250 4,213.78 1
DRIVE 11.3750 4,213.78 70
PHOENIX AZ 85018 11.1250 02/09/94 1,075,000.00
0380009135 .0000 04/01/94 00
2849982 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
180/728 2.6250 04/01/95 04/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1370624 5.0000 291,200.00 100
ROKNEJAD RARIM 5.0000 287,998.02 ZZ
2432 LA COSTA AVENUE 4.7500 1,563.22 1
11.0000 1,563.22 48
CARLSBAD CA 92009 10.7500 02/03/94 615,000.00
191276 .0000 04/01/94 00
191276 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
032/032 2.6250 04/01/95 04/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1370702 5.2500 225,000.00 100
PY JUNG 7.2500 221,639.54 ZZ
1624 LOWER GRAND AVENUE 6.8750 1,242.46 1
11.2500 1,528.04 69
PIEDMONT CA 94611 10.8750 10/18/93 330,000.00
1410538 .0000 12/01/93 00
1410538 .0000 11/01/23 0
0 2.7500 11/01/94 11/01/95
447/447 2.3750 12/01/94 12/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1370910 5.2500 500,000.00 100
GERBER MYRON 5.2500 494,747.06 ZZ
7536 HAMPDEN LANE 5.0000 2,761.02 1
11.2500 2,761.02 54
BETHESDA MD 20814 11.0000 02/23/94 935,000.00
42920 .0000 04/01/94 00
42920 .0000 03/01/24 0
0 2.7500 03/01/95 03/01/95
195/195 2.5000 04/01/95 04/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1370999 4.7500 384,000.00 100
PARK MICHAEL 6.7500 377,368.53 ZZ
10409 OKLAHOMA AVENUE 6.5000 2,003.13 1
10.7500 2,478.60 80
LOS ANGELES CA 91311 10.5000 09/16/93 480,000.00
0705000 .0000 11/01/93 00
067373 .0000 10/01/23 0
0 2.8750 10/01/94 10/01/95
028/756 2.6250 11/01/94 11/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1371184 5.3750 567,000.00 100
MILSTEIN SAM 5.3750 561,178.30 ZZ
1 KNOLLWOOD DRIVE 5.0000 3,175.04 1
11.3750 3,175.04 79
LARCHMONT NY 10538 11.0000 02/14/94 725,000.00
330072920 .0000 04/01/94 00
330072920 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
201/201 2.5000 04/01/95 04/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 01 03/01/95
.0000 05 C 03/01/99
O 1.1250
1371341 5.5000 700,000.00 100
MC ELROY MICHAEL 5.5000 692,976.52 ZZ
13212 PEACOCK COURT 5.2500 3,974.52 1
11.5000 3,974.52 66
CUPERTINO CA 95014 11.2500 02/09/94 1,065,045.00
0705322 .0000 04/01/94 00
005800013708 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
472/756 2.6250 04/01/95 04/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 4 00 00/00/00
.0000 05 0 00/00/00
O .0000
1371436 4.7500 216,000.00 100
NASO THOMAS 4.7500 213,233.46 ZZ
3114 GLORIA TERRACE 4.3750 1,126.76 1
10.7500 1,126.76 80
LAFAYETTE CA 94549 10.3750 01/13/94 270,000.00
0704591 .0000 03/01/94 00
21801844 .0000 02/01/24 0
0 2.8750 02/01/95 02/01/95
013/756 2.5000 03/01/95 03/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1371475 4.7500 254,400.00 100
LACEFIELD TOMMIE 4.7500 251,473.32 ZZ
1994 SHEFFIELD DRIVE 4.3750 1,327.07 1
10.7500 1,327.07 80
EL DORADO HILL CA 95762 10.3750 02/04/94 318,000.00
3058872 .0000 04/01/94 00
3058872 .0000 03/01/24 0
0 2.7500 03/01/95 03/01/95
637/637 2.3750 04/01/95 04/01/95
45 2.7500 .0000 .0000
A 6.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1371529 4.6250 200,000.00 100
LEBOW MARILLYN 4.6250 197,380.42 ZZ
10861 QUEENSLAND STREET 4.3750 1,028.28 1
10.6250 1,028.28 53
LOS ANGELES CA 90034 10.3750 01/19/94 382,000.00
0705581 .0000 03/01/94 00
410211 .0000 02/01/24 0
0 2.8750 02/01/95 02/01/95
736/756 2.6250 03/01/95 03/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1371535 4.9500 770,000.00 100
DINNER PATRICIA 6.9500 754,397.62 ZZ
1164-66 FILBERT STREET 6.5750 4,110.03 2
11.5000 5,073.15 70
SAN FRANCISCO CA 94109 11.1250 05/07/93 1,100,000.00
220132316 .0000 07/01/93 00
220132316 .0000 06/01/23 0
0 3.0000 06/01/94 06/01/95
550/550 2.6250 07/01/94 07/01/95
15 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.5500 S U .1250
.0000 S U .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1371545 5.5000 465,000.00 100
HOROWITZ JEFFREY 7.5000 456,861.29 ZZ
1670-1672 GREENWICH STREET 7.1250 2,640.22 2
11.5000 3,237.39 75
SAN FRANCISCO CA 94123 11.1250 06/15/93 620,000.00
220134551 .0000 08/01/93 00
220134551 .0000 07/01/23 0
0 2.8750 07/01/94 07/01/95
550/550 2.5000 08/01/94 08/01/95
15 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S U .1250
.0000 S U .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1371546 4.7500 360,900.00 100
WILLIAMS JOHN 6.7500 355,000.23 ZZ
1815 LAGUNA STREET 6.3750 1,882.63 1
10.3750 2,329.50 90
SAN FRANCISCO CA 94115 10.0000 10/15/93 401,000.00
220134718 .0000 12/01/93 11
220134718 .0000 11/01/23 17
0 2.8750 11/01/94 11/01/95
550/550 2.5000 12/01/94 12/01/95
15 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
5.6250 S U .1250
.0000 S U .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1371606 5.5000 750,000.00 100
MELANSON GREGORY 7.5000 738,093.85 T
1537 SAGE CANYON ROAD 7.1250 4,258.42 1
10.9500 5,221.60 47
ST HELENA CA 94574 10.5750 08/02/93 1,600,000.00
220135343 .0000 10/01/93 00
220135343 .0000 09/01/23 0
0 2.8750 09/01/94 09/01/95
550/550 2.5000 10/01/94 10/01/95
15 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
5.4500 S U .1250
.0000 S U .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1371716 4.3750 308,500.00 100
WAYNE PAMELA 4.3750 303,844.59 ZZ
4293 CORTE FAMOSA 4.1250 1,540.30 1
10.3750 1,540.30 90
SAN DIEGO CA 92130 10.1250 12/20/93 342,874.00
0705341 .0000 02/01/94 14
067345 .0000 01/01/24 20
0 2.8750 01/01/95 01/01/95
028/756 2.6250 02/01/95 02/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1371814 5.3750 247,500.00 100
FLORES FIDENCIO 5.3750 244,380.05 ZZ
2625 GLEN HARWICK COURT 5.0000 1,385.93 1
11.3750 1,385.93 90
SAN JOSE CA 95148 11.0000 12/23/93 275,000.00
1491478 .0000 02/01/94 10
1491478 .0000 01/01/24 17
0 2.7500 01/01/95 01/01/95
447/447 2.3750 02/01/95 02/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1372191 5.3750 229,000.00 100
SCOLAMIERI SAM 5.3750 226,381.66 ZZ
871 WINDRIDGE CIRCLE 5.0000 1,282.33 1
11.3750 1,282.33 90
SAN MARCOS CA 92069 11.0000 01/26/94 254,881.00
6628960 .0000 03/01/94 14
6628960 .0000 02/01/24 17
0 2.8750 02/01/95 02/01/95
372/372 2.5000 03/01/95 03/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1372271 4.7500 441,600.00 100
SOKOL RONALD 4.7500 435,944.08 ZZ
42 VILLAGE CIRCLE NO.1 4.5000 2,303.59 1
10.7500 2,303.59 80
MANHATTAN BEAC CA 90266 10.5000 01/25/94 552,000.00
8400583 .0000 03/01/94 00
8400583 .0000 02/01/24 0
0 2.7500 02/01/95 02/01/95
698/698 2.5000 03/01/95 03/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 02/01/95
.0000 03 C 02/01/99
O 1.1250
1372349 5.1250 600,000.00 100
CHENOWETH DENNIS 5.1250 593,550.84 ZZ
27552 GOLD DUST LANE 4.8750 3,266.92 1
11.1250 3,266.92 80
LAGUNA HILLS CA 92653 10.8750 02/15/94 755,000.00
0705419 .0000 04/01/94 00
006200675503 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
472/756 2.6250 04/01/95 04/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
1372363 4.8750 305,000.00 100
KOTA SASTRI 4.8750 298,688.75 ZZ
1532 KINGSGATE DRIVE 4.6250 1,614.09 1
10.8750 1,614.09 73
SUNNYVALE CA 94087 10.6250 02/17/94 420,000.00
2224541 .0000 04/01/94 00
2224541 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
356/356 2.6250 04/01/95 04/01/95
45 2.8750 .0000 .0000
A 6.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1372533 4.5000 326,200.00 100
NOLEN JOHN 4.5000 320,677.52 ZZ
435 BOBBY'S LANE 4.2500 1,652.81 1
10.5000 1,652.81 90
HOLLISTER CA 95023 10.2500 02/25/94 365,000.00
0705690 .0000 05/01/94 01
22002229 .0000 04/01/24 17
0 2.8750 04/01/95 04/01/95
470/756 2.6250 05/01/95 05/01/95
45 2.5000 .0000 .0000
A 6.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
1372551 4.2500 265,200.00 100
FINK STANFORD 4.2500 261,487.53 ZZ
2334 34TH STREET 4.0000 1,304.62 1
10.2500 1,304.62 80
SANTA MONICA CA 90405 10.0000 01/26/94 331,500.00
0705426 .0000 03/01/94 00
64001676 .0000 02/01/24 0
0 2.8750 02/01/95 02/01/95
657/756 2.6250 03/01/95 03/01/95
45 2.8750 .0000 .0000
A 6.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1372702 4.8750 221,000.00 100
BETCHLEY MARGARET 4.8750 218,514.15 ZZ
19906 OYSTER CATCHER LOOP 4.5000 1,169.56 1
10.8750 1,169.56 64
BODEGA BAY CA 94923 10.5000 02/22/94 350,000.00
0705459 .0000 04/01/94 00
8028961 .0000 03/01/24 0
0 3.0000 03/01/95 03/01/95
559/756 2.6250 04/01/95 04/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
1372775 4.8750 227,500.00 100
CHU GRACE 4.8750 225,230.08 ZZ
2367 FOSGATE AVENUE 4.6250 1,203.95 1
10.8750 1,203.95 89
SANTA CLARA CA 95050 10.6250 02/25/94 258,000.00
2225027 .0000 05/01/94 11
2225207 .0000 04/01/24 17
0 2.8750 04/01/95 04/01/95
356/356 2.6250 05/01/95 05/01/95
45 2.8750 .0000 .0000
A 6.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1372780 5.0000 280,000.00 100
DE JAYANTA 5.0000 277,268.87 ZZ
1900 ORO DRIVE 4.7500 1,503.11 1
11.0000 1,503.11 80
FREMONT CA 94539 10.7500 03/09/94 350,000.00
2178663 .0000 05/01/94 00
2178663 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
356/356 2.6250 05/01/95 05/01/95
45 3.0000 .0000 .0000
A 7.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1372821 4.5000 112,000.00 100
FICK KERRY 4.5000 106,048.52 ZZ
4942 PEARCE AVENUE 4.1250 567.49 1
10.5000 567.49 69
LAKEWOOD CA 90712 10.1250 01/26/94 164,000.00
0705280 .0000 03/01/94 00
410255 .0000 02/01/24 0
0 3.0000 02/01/95 02/01/95
736/756 2.6250 03/01/95 03/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1373638 5.5000 340,500.00 100
ABUHAMDEH SAID 5.5000 337,083.50 ZZ
920 RIDGE DRIVE 5.2500 1,933.33 1
11.5000 1,933.33 65
MCLEAN VA 22101 11.2500 02/02/94 524,000.00
0144501-6 .0000 04/01/94 00
5959663 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
561/755 2.6250 04/01/95 04/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 01 03/01/95
.0000 05 E 03/01/99
O 1.1250
1373807 5.1250 264,000.00 100
SEARSON PETER 5.1250 261,162.31 ZZ
102 CLOVER LANE 4.8750 1,437.45 1
11.1250 1,437.45 75
MENLO PARK CA 94025 10.8750 01/28/94 355,000.00
193466 .0000 04/01/94 00
193466 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
032/032 2.6250 04/01/95 04/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1374483 4.6250 286,000.00 100
MARTIN ROBERT 4.6250 282,635.12 ZZ
908 EXMOOR WAY 4.3750 1,470.44 1
10.6250 1,470.44 90
SUNNYVALE CA 94087 10.3750 02/10/94 320,000.00
1931209223 .0000 04/01/94 04
1931209223 .0000 03/01/24 17
0 2.8750 03/01/95 03/01/95
274/274 2.6250 04/01/95 04/01/95
45 2.6250 .0000 .0000
A 6.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1374492 5.5000 360,000.00 100
BRUSO LEO 5.5000 356,796.57 ZZ
10908 NEW ENGLAND DRIVE 5.2500 2,044.05 1
11.5000 2,044.05 70
CLINTON MD 20735 11.2500 03/11/94 515,000.00
0380005034 .0000 05/01/94 00
261713 .0000 04/01/24 0
0 2.7500 04/01/95 04/01/95
556/728 2.5000 05/01/95 05/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 01 04/01/95
.0000 03 D 04/01/99
O 1.1250
1374499 5.0000 260,000.00 100
ECCHER MARC 5.0000 257,463.98 ZZ
7086 VALLEY GREENS CIRCLE 4.7500 1,395.74 1
11.0000 1,395.74 55
CARMEL CA 93923 10.7500 03/09/94 480,000.00
2141802 .0000 05/01/94 00
2141802 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
356/356 2.6250 05/01/95 05/01/95
45 3.0000 .0000 .0000
A 7.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1374637 5.2500 122,000.00 100
BERGERON DUSTIN 5.2500 120,718.28 T
67895 30TH AVENUE 5.0000 673.69 1
11.2500 673.69 80
CATHEDRAL CITY CA 92234 11.0000 02/04/94 153,000.00
0705493 .0000 04/01/94 00
413056 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
736/756 2.6250 04/01/95 04/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1374774 4.8750 376,500.00 100
HALEY DOUGLAS 4.8750 372,265.19 ZZ
6161 WEST 74TH STREET 4.6250 1,992.47 1
10.8750 1,992.47 75
LOS ANGELES CA 90045 10.6250 02/17/94 502,000.00
0705443 .0000 04/01/94 00
10103743 .0000 03/01/24 0
0 2.7500 03/01/95 03/01/95
051/756 2.5000 04/01/95 04/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1374959 4.8750 308,000.00 100
TATHAM JR WILLIAM 4.8750 304,142.92 ZZ
6138 VAN NESS BOULEVARD 4.6250 1,629.96 1
10.8750 1,629.96 80
FRESNO CA 93711 10.6250 01/27/94 385,000.00
0705603 .0000 03/01/94 00
2923712 .0000 02/01/24 0
0 2.8750 02/01/95 02/01/95
180/756 2.6250 03/01/95 03/01/95
45 2.8750 .0000 .0000
A 6.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1374971 5.5000 397,000.00 100
RODGERS DALE 5.5000 393,016.60 ZZ
121 GARYDALE COURT 5.2500 2,254.13 1
11.5000 2,254.13 80
ALAMO CA 94507 11.2500 02/08/94 500,000.00
0705460 .0000 04/01/94 00
9004318 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
559/756 2.6250 04/01/95 04/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1374980 5.2500 572,000.00 100
FECTEAU DENNIS 5.2500 566,670.04 ZZ
232 PARK LANE 5.0000 3,158.61 1
11.2500 3,158.61 80
TELLURIDE CO 81435 11.0000 03/23/94 715,000.00
0705742 .0000 05/01/94 00
87886 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
561/756 2.6250 05/01/95 05/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 4 01 04/01/95
.0000 05 E 04/01/99
O 1.1250
1375017 5.1250 283,000.00 100
SHAW GEOFFREY 5.1250 280,301.89 ZZ
7301 POSTON WAY 4.8750 1,540.90 1
11.1250 1,540.90 90
BOULDER CO 80301 10.8750 03/09/94 315,060.00
6386388 .0000 05/01/94 04
6386388 .0000 04/01/24 17
0 2.7500 04/01/95 04/01/95
511/511 2.5000 05/01/95 05/01/95
45 3.1250 .0000 .0000
A 7.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1375094 5.2500 265,000.00 100
REAVIS JR H 5.2500 261,899.81 ZZ
9642 SOUTH JANICE CIRCLE 5.0000 1,463.34 1
11.2500 1,463.34 49
VILLA PARK CA 92667 11.0000 01/27/94 548,000.00
0705602 .0000 03/01/94 00
2788883 .0000 02/01/24 0
0 2.8750 02/01/95 02/01/95
180/756 2.6250 03/01/95 03/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1375121 5.5000 234,000.00 100
COLE DIXIE 5.5000 231,652.13 ZZ
308 SOUTH NOHL CANYON ROAD 5.2500 1,328.63 1
11.5000 1,328.63 72
ANAHEIM CA 92807 11.2500 02/18/94 325,000.00
0705494 .0000 04/01/94 00
10103776 .0000 03/01/24 0
0 2.7500 03/01/95 03/01/95
051/756 2.5000 04/01/95 04/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1375178 5.3750 207,000.00 100
DILLON JR CONNARD 5.3750 204,874.64 ZZ
1056 RICHARDSON AVENUE 5.0000 1,159.14 1
11.3750 1,159.14 77
SIMI VALLEY CA 93065 11.0000 02/14/94 270,000.00
0705587 .0000 04/01/94 00
402514 .0000 03/01/24 0
0 3.0000 03/01/95 03/01/95
736/756 2.6250 04/01/95 04/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1375210 5.2500 500,000.00 100
OLTMAN DAVID 5.2500 495,932.28 ZZ
46 BRUNDIGE DRIVE 4.8750 2,761.02 1
11.2500 2,761.02 69
ARBOR HILLS NY 10526 10.8750 04/26/94 735,000.00
59000268 .0000 06/01/94 00
59000268 .0000 05/01/24 0
0 3.0000 05/01/95 05/01/95
646/646 2.6250 06/01/95 06/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 4 01 05/01/95
.0000 05 D 05/01/99
O 1.1250
1375292 5.1250 217,100.00 100
MILLS R 5.1250 214,766.41 ZZ
23305 WILDERNESS WALK COURT 4.8750 1,182.09 1
11.1250 1,182.09 77
GAITHERSBURG MD 20879 10.8750 02/18/94 285,000.00
47959259 .0000 04/01/94 00
47959259 .0000 03/01/24 0
0 2.7500 03/01/95 03/01/95
369/369 2.5000 04/01/95 04/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1375477 5.1250 305,000.00 100
TORIANO NELSON 5.1250 302,092.12 ZZ
3301 BEARD ROAD 4.8750 1,660.69 1
11.1250 1,660.69 78
FREMONT CA 94555 10.8750 03/16/94 395,000.00
2188423 .0000 05/01/94 00
2188423 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
356/356 2.6250 05/01/95 05/01/95
45 3.1250 .0000 .0000
A 7.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1375479 5.1250 650,000.00 100
FULLER MICHAEL 5.1250 643,620.63 ZZ
9908 LONGVIEW LANE 4.8750 3,539.17 1
11.1250 3,539.17 60
PLEASANTON CA 94588 10.8750 03/17/94 1,100,000.00
2229821 .0000 05/01/94 00
2229821 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
356/356 2.6250 05/01/95 05/01/95
45 3.1250 .0000 .0000
A 7.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
1375509 5.6250 435,000.00 100
CONTURSI STEVEN 5.6250 430,735.22 ZZ
720 SANDPIPER DRIVE 5.1250 2,504.11 1
11.6250 2,504.11 40
LAGUNA BEACH CA 92651 11.1250 02/23/94 1,100,000.00
0705619 .0000 04/01/94 00
006200676502 .0000 03/01/24 0
0 3.0000 03/01/95 03/01/95
472/756 2.5000 04/01/95 04/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1375530 5.0000 342,000.00 100
SWIGGETT HILLARY 5.0000 338,239.30 ZZ
156 LEONA COURT 4.7500 1,835.94 1
11.0000 1,835.94 90
ALAMO CA 94507 10.7500 01/28/94 380,000.00
0705711 .0000 04/01/94 11
546358 .0000 03/01/24 17
0 2.7500 03/01/95 03/01/95
626/756 2.5000 04/01/95 04/01/95
45 3.0000 .0000 .0000
A 7.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1375642 5.2500 283,200.00 100
FRESHOUR JAMES 5.2500 280,895.99 ZZ
48 WILLIAMS LANE 5.0000 1,563.85 1
11.2500 1,563.85 80
FOSTER CITY CA 94404 11.0000 03/28/94 354,000.00
2241925 .0000 06/01/94 00
2241925 .0000 05/01/24 0
0 2.8750 05/01/95 05/01/95
356/356 2.6250 06/01/95 06/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1375809 5.0000 205,200.00 100
SPITZER PETER 5.0000 203,198.51 ZZ
1914 CALAVERAS DRIVE 4.7500 1,101.56 1
11.0000 1,101.56 90
EL DORADO HILL CA 95762 10.7500 03/10/94 228,000.00
57699 .0000 05/01/94 14
57699 .0000 04/01/24 17
0 2.8750 04/01/95 04/01/95
477/477 2.6250 05/01/95 05/01/95
45 3.0000 .0000 .0000
A 7.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1375836 4.7500 225,075.00 100
MARTIN N 4.7500 222,485.67 ZZ
176 THOMPSON AVENUE 4.3750 1,174.10 1
10.7500 1,174.10 80
MOUNTAIN VIEW CA 94043 10.3750 02/03/94 282,000.00
1520728 .0000 04/01/94 00
1520728 .0000 03/01/24 0
0 2.7500 03/01/95 03/01/95
447/447 2.3750 04/01/95 04/01/95
45 2.7500 .0000 .0000
A 6.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1375852 5.5000 251,100.00 100
STEPHENS ROBERT 5.5000 248,580.55 ZZ
734 DOGWOOD ROAD 5.1250 1,425.72 1
11.5000 1,425.72 90
ANNAPOLIS MD 21401 11.1250 02/21/94 279,000.00
0144713-6 .0000 04/01/94 14
6261325 .0000 03/01/24 17
0 2.8750 03/01/95 03/01/95
561/755 2.5000 04/01/95 04/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 01 03/01/95
.0000 05 E 03/01/99
O 1.1250
1375899 5.3750 213,750.00 100
SEALOCK LARRY 5.3750 211,555.30 ZZ
1 NORTH RANCHO COURT 5.1250 1,196.94 1
11.3750 1,196.94 80
EL SOBRANTE CA 94803 11.1250 02/22/94 270,000.00
0705639 .0000 04/01/94 00
005800014501 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
472/756 2.6250 04/01/95 04/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
1375901 5.1250 252,000.00 100
FITZGERALD DAVID 5.1250 248,477.61 ZZ
4775 NORRIS COURT 4.8750 1,372.11 1
11.1250 1,372.11 80
FREMONT CA 94536 10.8750 03/16/94 315,000.00
2145803 .0000 05/01/94 00
2145803 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
356/356 2.6250 05/01/95 05/01/95
45 3.1250 .0000 .0000
A 7.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1375912 5.2500 372,000.00 100
BAILEY KENT 5.2500 368,533.67 ZZ
161 VERNAL DRIVE 5.0000 2,054.20 1
11.2500 2,054.20 77
ALAMO CA 94507 11.0000 03/21/94 486,000.00
2234144 .0000 05/01/94 00
2234144 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
356/356 2.6250 05/01/95 05/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1375916 5.2500 389,000.00 100
SWAMINATHAN SUNDARAM 5.2500 339,395.40 ZZ
3374 BLACKHAWK MEADOW DRIVE 5.0000 2,148.08 1
11.2500 2,148.08 74
DANVILLE CA 94506 11.0000 03/23/94 530,000.00
2231744 .0000 05/01/94 00
223174 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
356/356 2.6250 05/01/95 05/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
1375952 4.7500 273,100.00 100
DIXON JAMES 4.7500 268,448.83 ZZ
10758 CARILLON COURT 4.3750 1,424.62 1
10.7500 1,424.62 83
SAN DIEGO CA 92131 10.3750 02/11/94 330,000.00
5967906 .0000 04/01/94 14
5967906 .0000 03/01/24 12
0 2.7500 03/01/95 03/01/95
372/372 2.3750 04/01/95 04/01/95
45 2.7500 .0000 .0000
A 6.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1376042 5.1250 226,550.00 100
JULIAN III ARTHUR 5.1250 224,114.84 ZZ
11641 WALLINGSFORD ROAD 4.7500 1,233.54 1
11.1250 1,233.54 74
LOS ALAMITOS CA 90720 10.7500 02/23/94 310,000.00
1940203415 .0000 04/01/94 00
1940203415 .0000 03/01/24 0
0 3.0000 03/01/95 03/01/95
274/274 2.6250 04/01/95 04/01/95
45 3.1250 .0000 .0000
A 7.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1376131 4.8750 265,000.00 100
ALBA RAYMUNDO 4.8750 262,019.27 ZZ
5113 COACH DRIVE 4.5000 1,402.41 1
10.8750 1,402.41 90
RICHMOND CA 94803 10.5000 02/22/94 295,000.00
3492287 .0000 04/01/94 11
3492287 .0000 03/01/24 20
0 2.7500 03/01/95 03/01/95
637/637 2.3750 04/01/95 04/01/95
45 2.8750 .0000 .0000
A 6.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1376132 4.8750 231,000.00 100
VALLES JOSE 4.8750 228,401.76 ZZ
2016 SHOREVIEW AVENUE 4.5000 1,222.47 1
10.8750 1,222.47 90
SAN MATEO CA 94401 10.5000 02/04/94 257,000.00
3492261 .0000 04/01/94 04
3492261 .0000 03/01/24 20
0 2.7500 03/01/95 03/01/95
637/637 2.3750 04/01/95 04/01/95
45 2.8750 .0000 .0000
A 6.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1376135 4.5000 337,000.00 100
GORDON RICHARD 4.5000 332,945.56 ZZ
145 CREST ROAD 4.2500 1,707.53 1
10.5000 1,707.53 49
WOODSIDE CA 94062 10.2500 02/11/94 700,000.00
3491636 .0000 04/01/94 00
3491636 .0000 03/01/24 0
0 2.7500 03/01/95 03/01/95
637/637 2.5000 04/01/95 04/01/95
45 2.7500 .0000 .0000
A 6.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1376213 4.8750 502,000.00 100
LUXENBERG MATTHEW 4.8750 495,070.60 ZZ
16272 TISBURY CIRCLE 4.5000 2,656.63 1
10.8750 2,656.63 64
HUNTINGTON BEA CA 92649 10.5000 12/29/93 785,000.00
1463230 .0000 02/01/94 00
1463230 .0000 01/01/24 0
0 2.7500 01/01/95 01/01/95
447/447 2.3750 02/01/95 02/01/95
45 2.8750 .0000 .0000
A 6.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1376216 4.5000 220,000.00 100
KLEIN LORI 4.5000 217,053.51 ZZ
122 ECHO STREET 4.1250 1,114.71 1
10.5000 1,114.71 80
SANTA CRUZ CA 95060 10.1250 01/21/94 275,000.00
1528010 .0000 03/01/94 00
1528010 .0000 02/01/24 0
0 2.7500 02/01/95 02/01/95
447/447 2.3750 03/01/95 03/01/95
45 2.5000 .0000 .0000
A 6.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1376231 5.3750 248,000.00 100
EDELMAN FRANCIS 5.3750 245,164.34 ZZ
1154 OLIVER STREET 5.0000 1,388.73 1
11.3750 1,388.73 88
REDWOOD CITY CA 94061 11.0000 01/01/94 284,000.00
1464965 .0000 03/01/94 04
1464965 .0000 02/01/24 17
0 2.7500 02/01/95 02/01/95
447/447 2.3750 03/01/95 03/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1376238 4.8750 204,200.00 100
FANTE NICHOLAS 4.8750 201,381.24 ZZ
12 WALLACE COURT 4.5000 1,080.65 1
10.8750 1,080.65 76
PETALUMA CA 94952 10.5000 12/20/93 270,000.00
1418715 .0000 02/01/94 00
1418715 .0000 01/01/24 0
0 2.7500 01/01/95 01/01/95
447/447 2.3750 02/01/95 02/01/95
45 2.8750 .0000 .0000
A 6.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1376320 5.3750 220,000.00 100
HELMS JR AUBREY 5.3750 205,806.20 ZZ
4486 CALYPSO TERRACE 5.1250 1,231.94 1
11.3750 1,231.94 88
FREMONT CA 94555 11.1250 04/01/94 251,000.00
2220069 .0000 06/01/94 11
2220069 .0000 05/01/24 22
0 2.8750 05/01/95 05/01/95
356/356 2.6250 06/01/95 06/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
1376353 5.6250 619,500.00 100
HOFFMAN FLOYD 5.6250 614,798.31 ZZ
643 ROBIN LANE 5.2500 3,566.19 1
11.6250 3,566.19 75
GLENCOE IL 60022 11.2500 04/04/94 826,000.00
204200 .0000 06/01/94 00
204200 .0000 05/01/24 0
0 3.0000 05/01/95 05/01/95
032/032 2.6250 06/01/95 06/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1376365 5.5000 270,000.00 100
SETAYESH M 5.5000 267,290.85 ZZ
133 STANFORD DRIVE 5.2500 1,533.04 1
11.5000 1,533.04 75
WESTWOOD MA 02090 11.2500 02/23/94 360,000.00
0144809-6 .0000 04/01/94 00
5684873 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
570/755 2.6250 04/01/95 04/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1376866 5.0000 79,900.00 100
NAPLES RONALD 5.0000 79,120.69 ZZ
1403 SW 110 WAY 4.7500 428.92 1
11.0000 428.92 80
DAVIE FL 33324 10.7500 03/24/94 99,900.00
70039 .0000 05/01/94 00
70039 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
605/605 2.6250 05/01/95 05/01/95
45 3.0000 .0000 .0000
A 7.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 09 0 00/00/00
O .0000
1376962 5.2500 342,000.00 100
GREENY GARY 5.2500 339,217.66 ZZ
3957 LOCH LOMAND WAY 5.0000 1,888.54 1
11.2500 1,888.54 85
LIVERMORE CA 94550 11.0000 03/24/94 405,000.00
2243244 .0000 06/01/94 11
2243244 .0000 05/01/24 20
0 2.8750 05/01/95 05/01/95
356/356 2.6250 06/01/95 06/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1377191 5.2500 346,000.00 100
LEBLOCH DENISE 5.2500 341,039.07 ZZ
38 W 558 BURR ROAD LANE 5.0000 1,910.63 1
11.2500 1,910.63 58
ST CHARLES IL 60174 11.0000 02/03/94 600,000.00
0380006636 .0000 03/01/94 00
1878297 .0000 02/01/24 0
0 2.8750 02/01/95 02/01/95
664/728 2.6250 03/01/95 03/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1377318 5.5000 290,500.00 100
RIZVI ZAFAR 5.5000 287,253.90 ZZ
2120 W. LK SAMMAMISH PKWY NE 5.1250 1,649.43 1
11.5000 1,649.43 59
REDMOND WA 98052 11.1250 01/19/94 500,000.00
1492849 .0000 03/01/94 00
1492849 .0000 02/01/24 0
0 2.7500 02/01/95 02/01/95
447/447 2.3750 03/01/95 03/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1377319 5.5000 230,000.00 100
POPA GABRIEL 5.5000 227,692.24 ZZ
317 LA CASA AVENUE 5.1250 1,305.91 1
11.5000 1,305.91 71
SAN MATEO CA 94403 11.1250 02/08/94 325,000.00
1479916 .0000 04/01/94 00
1479916 .0000 03/01/24 0
0 2.7500 03/01/95 03/01/95
447/447 2.3750 04/01/95 04/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1377566 5.5000 78,300.00 100
MOHAMMED MICHELLE 5.5000 77,691.75 ZZ
1536 W HARMONY LAKES CIRCLE 5.2500 444.58 1
11.5000 444.58 90
DAVIE FL 33324 11.2500 04/13/94 87,000.00
70041 .0000 06/01/94 04
70041 .0000 05/01/24 20
0 2.8750 05/01/95 05/01/95
605/605 2.6250 06/01/95 06/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 09 0 00/00/00
O .0000
1378351 5.0000 284,000.00 100
BARBA GABRIELA 5.0000 280,877.09 ZZ
11469 ROTHSCHILD PLACE 4.6250 1,524.57 1
11.0000 1,524.57 80
DUBLIN CA 94568 10.6250 02/18/94 355,000.00
1563249 .0000 04/01/94 00
1563249 .0000 03/01/24 0
0 2.7500 03/01/95 03/01/95
447/447 2.3750 04/01/95 04/01/95
45 3.0000 .0000 .0000
A 7.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1378352 4.8750 231,500.00 100
YE GANG 4.8750 218,699.37 ZZ
1639 HERON DRIVE 4.5000 1,225.12 1
10.8750 1,225.12 78
SUNNYVALE CA 94087 10.5000 02/03/94 300,000.00
1531781 .0000 04/01/94 00
1531781 .0000 03/01/24 0
0 2.7500 03/01/95 03/01/95
447/447 2.3750 04/01/95 04/01/95
45 2.8750 .0000 .0000
A 6.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1378608 5.5000 322,000.00 100
SINGER JACQUELIN 5.5000 318,623.43 ZZ
19272 KENLEIGH DRIVE 5.2500 1,828.29 1
11.5000 1,828.29 72
SONOMA CA 95476 11.2500 03/15/94 450,000.00
1940209131 .0000 05/01/94 00
1940209131 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
274/274 2.6250 05/01/95 05/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
1378614 5.1250 208,800.00 100
STRIMEL RICHARD 5.1250 207,061.88 ZZ
332 GLAD WAY 4.8750 1,136.89 1
COUNTY OF MONTGOMERY 11.1250 1,136.89 90
COLLEGEVILLE PA 19426 10.8750 04/18/94 232,000.00
1800749234 .0000 06/01/94 04
1800749234 .0000 05/01/24 17
0 2.8750 05/01/95 05/01/95
201/201 2.6250 06/01/95 06/01/95
45 3.1250 .0000 .0000
A 7.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 01 05/01/95
.0000 05 C 05/01/99
O 1.1250
1378678 5.3750 920,000.00 100
YOUNG EDWARD 5.3750 911,622.30 ZZ
94 SOUTH WYNSTONE DRIVE 5.0000 5,151.74 1
11.3750 5,151.74 60
NORTH BARRINGT IL 60010 11.0000 03/16/94 1,540,000.00
1534853 .0000 05/01/94 00
1534853 .0000 04/01/24 0
0 2.7500 04/01/95 04/01/95
447/447 2.3750 05/01/95 05/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
1378679 5.6250 292,500.00 100
HILL H 5.6250 289,956.94 ZZ
2425 SCOTCH PINE LANE 5.2500 1,683.80 1
11.6250 1,683.80 75
WAYZATA MN 55391 11.2500 03/09/94 390,000.00
1525172 .0000 05/01/94 00
1525172 .0000 04/01/24 0
0 2.7500 04/01/95 04/01/95
447/447 2.3750 05/01/95 05/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1378682 4.5000 262,400.00 100
BOONE DANNY 4.5000 259,597.26 ZZ
53 MANOR DRIVE 4.1250 1,329.54 1
10.5000 1,329.54 80
SAN FRANCISCO CA 94127 10.1250 03/02/94 328,000.00
1578132 .0000 05/01/94 00
1578132 .0000 04/01/24 0
0 2.7500 04/01/95 04/01/95
447/447 2.3750 05/01/95 05/01/95
45 2.5000 .0000 .0000
A 6.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1378684 5.6250 272,000.00 100
ONEY MARK 5.6250 269,635.16 ZZ
265 FALLVIEW STREET 5.2500 1,565.79 1
11.6250 1,565.79 80
SAN RAMON CA 94583 11.2500 03/09/94 340,000.00
1588087 .0000 05/01/94 00
1588087 .0000 04/01/24 0
0 2.7500 04/01/95 04/01/95
447/447 2.3750 05/01/95 05/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1378757 5.2500 428,000.00 100
LEWANDOWSKI ERIC 5.2500 424,011.89 ZZ
107 TWIN OAKS WAY 5.0000 2,363.43 1
11.2500 2,363.43 80
LEAGUE CITY TX 77536 11.0000 03/18/94 535,000.00
0380004979 .0000 05/01/94 00
26064458 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
171/728 2.6250 05/01/95 05/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 04/01/95
.0000 03 E 04/01/99
O 1.1250
1378761 5.6250 346,000.00 100
DERMODY THOMAS 5.6250 342,991.83 ZZ
2963 ROUNDHILL ROAD 5.2500 1,991.77 1
11.6250 1,991.77 60
ALAMO CA 94507 11.2500 03/14/94 585,000.00
1531151 .0000 05/01/94 00
1531151 .0000 04/01/24 0
0 2.7500 04/01/95 04/01/95
447/447 2.3750 05/01/95 05/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1378774 5.1250 227,000.00 100
LAMICELA SEBASTIAN 5.1250 216,677.50 T
895 BUCK ROAD 4.7500 1,235.99 1
11.1250 1,235.99 51
STONE RIDGE NY 12484 10.7500 03/18/94 450,000.00
6751351 .0000 05/01/94 00
6751351 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
072/072 2.5000 05/01/95 05/01/95
45 3.1250 .0000 .0000
A 7.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1378978 5.3750 126,500.00 100
BESTE CHERYL 5.3750 125,348.09 ZZ
1252 BRENTWOOD COURT 5.1250 708.36 1
11.3750 708.36 89
FLOSSMOOR IL 60422 11.1250 03/16/94 142,700.00
0380007469 .0000 05/01/94 01
332837 .0000 04/01/24 17
0 2.8750 04/01/95 04/01/95
028/728 2.6250 05/01/95 05/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 04/01/95
.0000 03 E 04/01/99
O 1.1250
1379003 5.0000 135,000.00 100
CHESNUT ROBERT 5.0000 133,683.23 ZZ
72 OAKRIDGE DRIVE 4.7500 724.71 1
11.0000 724.71 60
PUTNAM VALLEY NY 10579 10.7500 03/31/94 225,000.00
441816 .0000 05/01/94 00
441816 .0000 04/01/24 0
0 2.7500 04/01/95 04/01/95
562/562 2.5000 05/01/95 05/01/95
45 3.0000 .0000 .0000
A 7.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1379005 5.5000 247,500.00 100
COOKE KAREN 5.5000 245,297.66 ZZ
3113 E SIERRA VISTA DRIVE 5.2500 1,405.28 1
11.5000 1,405.28 90
PHOENIX AZ 85016 11.2500 03/22/94 275,000.00
4133534 .0000 05/01/94 04
4133534 .0000 04/01/24 20
0 2.7500 04/01/95 04/01/95
462/462 2.5000 05/01/95 05/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1379068 5.0000 241,000.00 100
RODRIGUEZ JR JAMES 5.0000 238,011.25 ZZ
97 WEST 41ST AVENUE 4.7500 1,293.74 1
11.0000 1,293.74 75
SAN MATEO CA 94403 10.7500 01/20/94 322,000.00
3491412 .0000 03/01/94 00
3491412 .0000 02/01/24 0
0 2.8750 02/01/95 02/01/95
637/637 2.6250 03/01/95 03/01/95
45 3.0000 .0000 .0000
A 7.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1379285 4.5000 211,000.00 100
AVILA-CABRERA CARMEN 4.5000 208,174.03 ZZ
3931 CHILTON LANE 4.2500 1,069.11 1
10.5000 1,069.11 90
SAN BRUNO CA 94066 10.2500 01/19/94 235,000.00
3491131 .0000 03/01/94 14
3491131 .0000 02/01/24 20
0 2.8750 02/01/95 02/01/95
637/637 2.6250 03/01/95 03/01/95
45 2.8750 .0000 .0000
A 6.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1379289 4.5000 279,100.00 100
THELEN BEVERLY 4.5000 276,120.84 ZZ
431 HOBART AVE 4.2500 1,414.16 1
10.5000 1,414.16 79
SAN MATEO CA 94402 10.2500 03/03/94 355,000.00
2814481 .0000 05/01/94 00
2814481 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
637/637 2.6250 05/01/95 05/01/95
45 2.5000 .0000 .0000
A 6.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1379336 5.7500 364,000.00 100
SANDERS KEN 5.7500 360,513.32 ZZ
130 VICTORIA DRIVE 5.5000 2,124.21 1
11.7500 2,124.21 70
FAYETTEVILLE GA 30214 11.5000 02/24/94 520,000.00
3800992 .0000 04/01/94 00
3800992 .0000 03/01/24 0
0 2.8750 03/01/95 03/01/95
637/637 2.6250 04/01/95 04/01/95
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1379387 5.1250 328,500.00 100
SPARKS DAVID 5.1250 325,368.12 ZZ
207 CANYON CREST DRIVE 4.8750 1,788.64 1
11.1250 1,788.64 90
MONROVIA CA 91016 10.8750 03/28/94 365,000.00
62036 .0000 05/01/94 11
62036 .0000 04/01/24 17
0 2.8750 04/01/95 04/01/95
477/477 2.6250 05/01/95 05/01/95
45 3.1250 .0000 .0000
A 7.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1379428 5.5000 615,000.00 100
RAMOTAR AHILLIA 5.5000 610,222.16 T
3099 SPANISH RIVER ROAD 5.2500 3,491.91 1
11.5000 3,491.91 75
BOCA RATON FL 33432 11.2500 04/15/94 820,000.00
0380015512 .0000 06/01/94 00
3956695 .0000 05/01/24 0
0 2.7500 05/01/95 05/01/95
637/728 2.5000 06/01/95 06/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1379486 5.5000 204,000.00 100
MUTTER PRICE 5.5000 202,184.78 ZZ
8112 WEST BOULEVARD DRIVE 5.2500 1,158.29 1
11.5000 1,158.29 87
ALEXANDRIA VA 22308 11.2500 03/31/94 235,000.00
0380007055 .0000 05/01/94 04
2084304 .0000 04/01/24 17
0 2.8750 04/01/95 04/01/95
696/728 2.6250 05/01/95 05/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1379502 5.6250 223,650.00 100
DOZIER CAROLE 5.6250 221,705.51 ZZ
843 NORTH MARTEL AVENUE #3 5.2500 1,287.46 1
11.6250 1,287.46 90
LOS ANGELES CA 90046 11.2500 03/16/94 248,500.00
1940108796 .0000 05/01/94 14
1940108796 .0000 04/01/24 17
0 3.0000 04/01/95 04/01/95
274/274 2.6250 05/01/95 05/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 01 0 00/00/00
O .0000
1379511 5.6250 270,000.00 100
FARMER BRADFORD 5.6250 267,652.52 ZZ
324 PIRATE ROAD 5.2500 1,554.28 1
11.6250 1,554.28 77
NEWPORT BEACH CA 92663 11.2500 03/22/94 352,000.00
1940304247 .0000 05/01/94 00
1940304247 .0000 04/01/24 0
0 3.0000 04/01/95 04/01/95
274/274 2.6250 05/01/95 05/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1379513 5.6250 230,350.00 100
BOHRER RALPH 5.6250 228,099.07 ZZ
27912 CUMMINS DRIVE 5.2500 1,326.03 1
11.6250 1,326.03 90
LAGUNA NIGUEL CA 92656 11.2500 03/28/94 256,000.00
1940305145 .0000 05/01/94 14
1940305145 .0000 04/01/24 17
0 3.0000 04/01/95 04/01/95
274/274 2.6250 05/01/95 05/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 09 0 00/00/00
O .0000
1379515 5.3750 259,650.00 100
MATHEIS PAUL 5.3750 257,285.55 ZZ
5 PANDALE 4.8750 1,453.97 1
11.3750 1,453.97 90
FOOTHILL RANCH CA 92610 10.8750 03/21/94 288,543.00
1940304288 .0000 05/01/94 14
1940304288 .0000 04/01/24 17
0 3.0000 04/01/95 04/01/95
274/274 2.5000 05/01/95 05/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1379520 5.5000 220,000.00 100
MOLK ALAN 5.5000 218,042.35 ZZ
11595 EAST POWERS AVENUE 5.1250 1,249.14 1
11.5000 1,249.14 69
ENGLEWOOD CO 80111 11.1250 03/29/94 320,000.00
6528749 .0000 05/01/94 00
6528749 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
372/372 2.5000 05/01/95 05/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1379526 5.5000 242,000.00 100
PINKSTON RALPH 5.5000 239,846.63 ZZ
4424 SARGENT AVE 5.1250 1,374.05 1
11.5000 1,374.05 73
CASTRO VALLEY CA 94546 11.1250 03/09/94 335,000.00
1585998 .0000 05/01/94 00
1585998 .0000 04/01/24 0
0 2.7500 04/01/95 04/01/95
447/447 2.3750 05/01/95 05/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1379614 5.5000 170,500.00 100
CHOATE STEVEN 5.5000 168,982.85 ZZ
4833 GREEN HILLS CIRCLE 5.2500 968.08 1
11.5000 968.08 90
ANTIOCH CA 94509 11.2500 03/14/94 190,000.00
9552047 3.5000 05/01/94 11
9552047 3.2500 04/01/24 22
0 2.7500 04/01/95 04/01/95
698/698 2.5000 05/01/95 05/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
2.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1379616 4.7500 293,350.00 100
TOWNSEND KEVIN 4.7500 290,356.19 ZZ
823 WEST 20TH STREET 4.5000 1,530.25 1
10.7500 1,530.25 90
SAN PEDRO AREA CA 90731 10.5000 03/22/94 329,000.00
8400655 .0000 05/01/94 14
8400655 .0000 04/01/24 17
0 2.7500 04/01/95 04/01/95
698/698 2.5000 05/01/95 05/01/95
45 2.7500 .0000 .0000
A 6.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 04/01/95
.0000 05 E 04/01/99
O 1.1250
1379707 6.3750 457,600.00 100
BONE WILLIAM 6.3750 455,023.00 T
561 RED ARROW TRAIL 6.0000 2,854.83 1
12.3750 2,854.83 70
PALM DESERT CA 92211 12.0000 05/03/94 660,000.00
938984 .0000 07/01/94 00
19389840 .0000 06/01/24 0
0 2.8750 06/01/95 06/01/95
647/647 2.5000 07/01/95 07/01/95
45 4.3750 .0000 .0000
A 8.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
1379780 5.1250 292,000.00 100
LYERLY JAMES 5.1250 289,216.03 ZZ
5107 RIVERVIEW BOULEVARD 4.8750 1,589.91 1
11.1250 1,589.91 71
BRADENTON FL 34209 10.8750 03/09/94 412,000.00
0380009119 .0000 05/01/94 00
5195052 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
570/728 2.6250 05/01/95 05/01/95
45 3.1250 .0000 .0000
A 7.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1379825 5.7500 80,650.00 100
DAVIS RHONDA 5.7500 80,052.04 ZZ
7272 EAST GAINEY RANCH ROAD 5.5000 470.65 1
11.7500 470.65 62
SCOTTSDALE AZ 85258 11.5000 04/15/94 130,650.00
0380031162 .0000 06/01/94 00
208843 .0000 05/01/24 0
0 3.0000 05/01/95 05/01/95
032/728 2.7500 06/01/95 06/01/95
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
1379832 5.2500 192,000.00 100
SCHAEFER CAROL 5.2500 190,210.96 ZZ
2072 JUNIPER LANE 5.0000 1,060.23 1
11.2500 1,060.23 72
ARLINGTON HEIG IL 60004 11.0000 03/21/94 268,000.00
0838433 .0000 05/01/94 00
0838433 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
480/480 2.6250 05/01/95 05/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 01 0 00/00/00
O .0000
1379849 4.7500 259,100.00 100
COSBEY III WILLIAM 4.7500 256,455.68 ZZ
1404 LA CULEBRA CIRCLE 4.3750 1,351.59 1
10.7500 1,351.59 80
CAMARILLO CA 93012 10.3750 03/15/94 323,900.00
5599543 .0000 05/01/94 00
5599543 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
372/372 2.5000 05/01/95 05/01/95
45 2.7500 .0000 .0000
A 6.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 04/01/95
.0000 05 E 04/01/99
O 1.5000
1379944 4.6250 211,500.00 100
PLEWES STEVEN 6.6250 206,956.08 ZZ
3 THORBURN ROAD 6.3750 1,087.41 1
10.6250 1,347.60 90
GAITHERSBURG MD 20878 10.3750 05/21/93 235,000.00
0380008459 .0000 07/01/93 04
301491 .0000 06/01/23 17
0 2.8750 06/01/94 06/01/95
028/728 2.6250 07/01/94 07/01/95
45 2.6250 .0000 .0000
A 6.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1379945 5.3750 147,500.00 100
MORGAN BRADLEY 5.3750 146,327.37 ZZ
312 RAMAPO AVE 5.1250 825.96 1
11.3750 825.96 75
POMPTON LAKES NJ 07442 11.1250 04/08/94 197,000.00
0380011107 .0000 06/01/94 00
1009498664 .0000 05/01/24 0
0 2.7500 05/01/95 05/01/95
769/728 2.5000 06/01/95 06/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1379986 5.1250 650,000.00 100
MITCHELL GEORGE 5.1250 645,372.06 T
247 CONUNDRUM ROAD 4.8750 3,539.17 1
11.1250 3,539.17 64
ASPEN CO 81611 10.8750 05/02/94 1,025,000.00
090565227 .0000 07/01/94 00
090565227 .0000 06/01/24 0
0 2.8750 06/01/95 06/01/95
116/116 2.6250 07/01/95 07/01/95
45 3.1250 .0000 .0000
A 7.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1380121 5.3750 84,000.00 100
MC BRIDE ROBERT 5.3750 83,235.04 ZZ
233 S FOREST AVENUE 5.1250 470.38 1
11.3750 470.38 56
PALATINE IL 60069 11.1250 03/30/94 151,000.00
0380009499 .0000 05/01/94 00
0833947 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
480/728 2.6250 05/01/95 05/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1380180 5.6250 280,000.00 100
TRUONG HANH 5.6250 277,565.63 ZZ
2492 BACHMANN COURT 5.2500 1,611.84 1
11.6250 1,611.84 80
SAN JOSE CA 95124 11.2500 03/18/94 350,000.00
1562411 .0000 05/01/94 00
1562411 .0000 04/01/24 0
0 2.7500 04/01/95 04/01/95
447/447 2.3750 05/01/95 05/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1380236 5.5000 83,600.00 100
COLLINS III NORMAN 5.5000 82,856.05 ZZ
531 GREENBLADES COURT 5.2500 474.68 1
11.5000 474.68 80
ARNOLD MD 21012 11.2500 03/21/94 104,500.00
0380008087 .0000 05/01/94 00
321516 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
028/728 2.6250 05/01/95 05/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 09 0 00/00/00
O .0000
1380317 4.8750 218,600.00 100
SULLI DAVID 4.8750 216,695.39 ZZ
12089 CELOME WAY 4.5000 1,156.85 1
10.8750 1,156.85 90
SAN DIEGO CA 92129 10.5000 03/25/94 242,900.00
6801773 .0000 06/01/94 12
6801773 .0000 05/01/24 17
0 2.8750 05/01/95 05/01/95
372/372 2.5000 06/01/95 06/01/95
45 2.8750 .0000 .0000
A 6.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1380336 5.5000 218,150.00 100
BURKE CHRISTOPH 5.5000 216,251.47 ZZ
11722 325TH AVENUE NORTHEAST 5.1250 1,238.63 1
11.5000 1,238.63 90
DUVALL WA 98019 11.1250 04/08/94 242,400.00
8148520 .0000 06/01/94 10
8148520 .0000 05/01/24 17
0 2.8750 05/01/95 05/01/95
372/372 2.5000 06/01/95 06/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 05/01/95
.0000 05 E 05/01/99
O 1.1250
1380500 5.6250 600,000.00 100
COHEN ROBERT 5.6250 594,783.49 ZZ
200 CAPE FLORIDA DRIVE 5.2500 3,453.94 1
11.6250 3,453.94 55
KEY BISCAYNE FL 33149 11.2500 03/25/94 1,100,000.00
1586625 .0000 05/01/94 00
1586625 .0000 04/01/24 0
0 2.7500 04/01/95 04/01/95
447/447 2.3750 05/01/95 05/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1380509 5.0000 650,000.00 100
GODDARD DAVID 5.0000 643,660.06 T
89 BEAVER POND LANE 4.7500 3,489.34 1
11.0000 3,489.34 69
TELLURIDE CO 81435 10.7500 03/28/94 955,000.00
0380017161 2.8750 05/01/94 00
6690237 2.6250 04/01/24 0
0 2.8750 04/01/95 04/01/95
247/728 2.6250 05/01/95 05/01/95
45 3.0000 .0000 .0000
A 7.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
2.1250 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1380615 6.1250 90,000.00 100
PARKINS TODD 6.1250 89,468.42 ZZ
602 WEST PARK AVE 5.7500 546.85 1
12.1250 546.85 65
OCEAN TWPT NJ 07712 11.7500 05/20/94 140,000.00
7531098 2.7500 07/01/94 00
0400101470 2.3750 06/01/24 0
0 2.7500 06/01/95 06/01/95
694/694 2.3750 07/01/95 07/01/95
45 4.1250 .0000 .0000
A 8.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
3.3750 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1380748 5.7500 285,000.00 100
PARKS GEORGE 5.7500 282,886.43 ZZ
ROUTE 2 BOX 472 5.3750 1,663.19 1
11.7500 1,663.19 74
WARRENTON VA 22186 11.3750 04/25/94 390,000.00
87412 .0000 06/01/94 00
87412 .0000 05/01/24 0
0 2.7500 05/01/95 05/01/95
246/246 2.3750 06/01/95 06/01/95
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1380875 5.5000 224,000.00 100
ZACHOW WILLIAM 5.5000 222,006.78 ZZ
26824 NORTH 174TH STREET 5.2500 1,271.85 1
11.5000 1,271.85 80
SCOTTSDALE AZ 85263 11.2500 03/31/94 280,000.00
0380010497 .0000 05/01/94 00
129745 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
028/728 2.6250 05/01/95 05/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1380876 5.6250 500,000.00 100
GRACE HELEN 5.6250 496,059.93 ZZ
3662 SEASCAPE DRIVE 5.2500 2,878.29 1
11.6250 2,878.29 80
HUNTINGTON BEA CA 92649 11.2500 04/14/94 630,000.00
1940308644 .0000 06/01/94 00
1940308644 .0000 05/01/24 0
0 3.0000 05/01/95 05/01/95
274/274 2.6250 06/01/95 06/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1381395 5.8750 323,000.00 100
GREEN DONALD 5.8750 320,660.64 T
7 LAKE VIEW DRIVE 5.5000 1,910.67 1
11.8750 1,910.67 80
PARKER AZ 85344 11.5000 04/14/94 405,000.00
6834683 .0000 06/01/94 00
6834683 .0000 05/01/24 0
0 2.8750 05/01/95 05/01/95
372/372 2.5000 06/01/95 06/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 01 05/01/95
.0000 03 E 05/01/99
O 1.1250
1381657 5.8750 490,000.00 100
YI WAN 5.8750 486,965.57 ZZ
1298 DIFFICULT RUN COURT 5.6250 2,898.54 1
11.8750 2,898.54 74
VIENNA VA 22182 11.6250 05/23/94 670,000.00
209196 .0000 07/01/94 00
209196 .0000 06/01/24 0
0 3.0000 06/01/95 06/01/95
032/032 2.7500 07/01/95 07/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1381672 5.3750 350,000.00 100
GALLOP GLENN 7.3750 343,304.76 ZZ
5853 UNIVERSITY COURT 7.1250 1,959.90 1
11.3750 2,406.78 90
WARRENTON VA 22186 11.1250 05/27/93 390,000.00
0380020702 .0000 07/01/93 04
305070 .0000 06/01/23 17
0 2.8750 06/01/94 06/01/95
028/728 2.6250 07/01/94 07/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 06/01/94
.0000 03 E 06/01/98
O 1.1250
1381677 5.5000 300,000.00 100
KASPER ROBERT 5.5000 297,669.56 ZZ
26 OLD BOXWOOD LANE 5.2500 1,703.37 1
11.5000 1,703.37 78
LUTHERVILLE MD 21093 11.2500 04/22/94 387,000.00
0380012519 .0000 06/01/94 00
6139703 .0000 05/01/24 0
0 2.8750 05/01/95 05/01/95
561/728 2.6250 06/01/95 06/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 01 05/01/95
.0000 09 E 05/01/99
O 1.1250
1381789 5.5000 68,000.00 100
WALLACE BETTY 5.5000 67,394.91 ZZ
604 ARKLAND PLACE 5.2500 386.10 1
11.5000 386.10 58
NASHVILLE TN 37215 11.2500 03/31/94 118,000.00
0380015116 .0000 05/01/94 00
2973170 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
180/728 2.6250 05/01/95 05/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
1381799 5.8750 220,000.00 100
PHAM HELENE 5.8750 218,406.60 ZZ
21051 MANESSA CIRCLE 5.5000 1,301.39 1
11.8750 1,301.39 88
HUNTINGTON BEA CA 92646 11.5000 04/22/94 250,000.00
1940308313 .0000 06/01/94 14
1940308313 .0000 05/01/24 17
0 2.8750 05/01/95 05/01/95
274/274 2.5000 06/01/95 06/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 01 05/01/95
.0000 05 E 05/01/99
O 1.1250
1381800 5.8750 65,000.00 100
YOUNG JR JULIUS 5.8750 62,464.21 T
105 LINVILLE DRIVE 5.5000 384.50 1
11.8750 384.50 48
MATTHEWS NC 28105 11.5000 05/17/94 137,000.00
207348 .0000 07/01/94 00
207348 .0000 06/01/24 0
0 3.0000 06/01/95 06/01/95
032/032 2.6250 07/01/95 07/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
1382154 6.3750 380,250.00 100
LEMBO ROBERT 6.3750 377,737.58 ZZ
2005 FREEDOM LANE 6.1250 2,372.27 1
12.3750 2,372.27 90
FALLS CHURCH VA 22043 12.1250 04/29/94 422,500.00
0380015991 .0000 06/01/94 04
2133347 .0000 05/01/24 17
0 2.8750 05/01/95 05/01/95
696/728 2.6250 06/01/95 06/01/95
45 4.3750 .0000 .0000
A 8.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1382166 5.8750 60,500.00 100
MARTIN DOROTHY 5.8750 60,061.83 ZZ
6701 EAST CAMINO DE LOS RANCH 5.6250 357.88 1
11.8750 357.88 45
SCOTTSDALE AZ 85254 11.6250 04/19/94 135,000.00
0380016288 .0000 06/01/94 00
129717 .0000 05/01/24 0
0 2.8750 05/01/95 05/01/95
028/728 2.6250 06/01/95 06/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1382578 7.0000 115,000.00 100
TRESLAR JR FREDERICK 7.0000 114,426.07 ZZ
62 RIVERBEND DRIVE 6.7500 765.10 1
13.0000 765.10 70
NORTH BRUNSWIC NJ 08902 12.7500 05/26/94 165,000.00
0380022716 .0000 07/01/94 00
0442105302 .0000 06/01/24 0
0 2.7500 06/01/95 06/01/95
694/728 2.5000 07/01/95 07/01/95
45 5.0000 .0000 .0000
A 9.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 09 0 00/00/00
O .0000
1382671 5.5000 400,000.00 100
RICE GEOFFREY 5.5000 386,763.74 ZZ
1351 RAFELLO DRIVE 5.2500 2,271.16 1
11.5000 2,271.16 80
UKIAH CA 95482 11.2500 05/03/94 500,000.00
300111 .0000 06/01/94 00
300111 .0000 05/01/24 0
0 2.7500 05/01/95 05/01/95
420/420 2.5000 06/01/95 06/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1382717 5.7500 106,000.00 100
CASH PATRICIA 5.7500 105,327.96 ZZ
29 DRIVING PARK AVENUE 5.5000 618.59 1
11.7500 618.59 66
LYNBROOK NY 11563 11.5000 05/12/94 163,000.00
443549 .0000 07/01/94 00
443549 .0000 06/01/24 0
0 2.8750 06/01/95 06/01/95
562/562 2.6250 07/01/95 07/01/95
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1382749 5.5000 92,250.00 100
WALLS ANGELA 5.5000 91,740.46 ZZ
6616 FLORA AVENUE SOUTH 5.2500 523.79 1
11.5000 523.79 90
SEATTLE WA 98108 11.2500 06/14/94 103,000.00
0380035973 .0000 08/01/94 14
853129 .0000 07/01/24 20
0 2.8750 07/01/95 07/01/95
047/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1382797 6.6250 211,500.00 100
AKIYOSHI ROD 6.6250 210,364.82 ZZ
3749 77TH PL SE 6.3750 1,354.26 1
12.6250 1,354.26 90
MERCER ISLAND WA 98040 12.3750 05/25/94 235,000.00
10853150-0 .0000 07/01/94 10
10853150 .0000 06/01/24 22
0 2.8750 06/01/95 06/01/95
047/047 2.6250 07/01/95 07/01/95
45 4.6250 .0000 .0000
A 8.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1382826 5.6250 55,000.00 100
PENDLETON BOYD 5.6250 54,333.62 ZZ
216 EAST 10600 SOUTH 5.3750 316.61 1
11.6250 316.61 40
SANDY UT 84070 11.3750 04/27/94 140,000.00
0380019522 .0000 06/01/94 00
129626 .0000 05/01/24 0
0 2.8750 05/01/95 05/01/95
028/728 2.6250 06/01/95 06/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1382847 6.7500 181,000.00 100
SCHUMACHER HARRO 6.7500 180,212.02 ZZ
16516 BORDEAUX LANE #201 6.3750 1,173.96 1
12.7500 1,173.96 73
HUNTINGTON BEA CA 92649 12.3750 05/27/94 250,000.00
212624 .0000 08/01/94 00
212624 .0000 07/01/24 0
0 3.0000 07/01/95 07/01/95
032/032 2.6250 08/01/95 08/01/95
45 4.7500 .0000 .0000
A 8.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 01 0 00/00/00
O .0000
1382862 5.2500 247,500.00 100
BRADDOCK III CLARENCE 5.2500 246,068.08 ZZ
3940 96TH AVENUE SE 5.0000 1,366.70 1
11.2500 1,366.70 90
MERCER ISLAND WA 98040 11.0000 06/08/94 275,000.00
0380034729 .0000 08/01/94 04
10853165 .0000 07/01/24 22
0 2.8750 07/01/95 07/01/95
047/728 2.6250 08/01/95 08/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1382895 5.3750 308,000.00 100
HOSTNIK CARL 5.3750 305,905.84 ZZ
95 HOPPER AVENUE 5.1250 1,724.72 1
11.3750 1,724.72 80
PEQUANNOCK NJ 07444 11.1250 05/06/94 385,000.00
0380019084 .0000 07/01/94 00
5992086 .0000 06/01/24 0
0 2.8750 06/01/95 06/01/95
561/728 2.6250 07/01/95 07/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 06/01/95
.0000 05 E 06/01/99
O 1.1250
1382962 6.6250 650,000.00 100
BENN III FREDERICK 6.6250 647,100.72 ZZ
845 CASTLEWOOD PLACE 6.3750 4,162.03 1
12.6250 4,162.03 75
PLEASANTON CA 94566 12.3750 06/09/94 873,000.00
2255347 .0000 08/01/94 00
1382962 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
356/356 2.6250 08/01/95 08/01/95
45 4.6250 .0000 .0000
A 8.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 4 00 00/00/00
.0000 05 0 00/00/00
O .0000
1382994 6.5000 145,000.00 100
MATHANY RAMONA 6.5000 144,202.78 ZZ
4685 SW UPPER DRIVE 6.1250 916.50 1
12.5000 916.50 75
LAKE OSWEGO OR 97035 12.1250 05/27/94 195,000.00
215372 .0000 07/01/94 00
215372 .0000 06/01/24 0
0 3.0000 06/01/95 06/01/95
032/032 2.6250 07/01/95 07/01/95
45 4.5000 .0000 .0000
A 8.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1383028 5.8750 276,500.00 100
QUIROS ARTURO 5.8750 274,787.70 ZZ
582 HAYGROUND ROAD 5.6250 1,635.61 1
11.8750 1,635.61 70
WATER MILL NY 11976 11.6250 05/04/94 395,000.00
445262 .0000 07/01/94 00
445262 .0000 06/01/24 0
0 2.7500 06/01/95 06/01/95
562/562 2.5000 07/01/95 07/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1383029 5.2500 130,000.00 100
DIFALCO JOSEPH 5.2500 128,942.35 ZZ
15 BENT TREE LANE 5.0000 717.87 1
11.2500 717.87 29
KINNELON NJ 07082 11.0000 04/08/94 450,000.00
0380023326 .0000 06/01/94 00
325899 .0000 05/01/24 0
0 2.8750 05/01/95 05/01/95
028/728 2.6250 06/01/95 06/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 01 05/01/95
.0000 05 E 05/01/99
O 1.1250
1383046 5.6250 409,600.00 100
HAGANDER BENGT 5.6250 406,821.00 ZZ
19680 SWEETWATER CURVE 5.2500 2,357.89 1
11.6250 2,357.89 80
SHOREWOOD MN 55331 11.2500 05/13/94 512,000.00
1580383 .0000 07/01/94 00
1580383 .0000 06/01/24 0
0 2.7500 06/01/95 06/01/95
447/447 2.3750 07/01/95 07/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1383049 5.2500 578,900.00 100
TORGERSON ALLAN 5.2500 574,872.02 ZZ
705 PENNY LANE 4.8750 3,196.71 1
11.2500 3,196.71 70
STEVENVILLE MD 21666 10.8750 04/29/94 827,000.00
1623728 .0000 07/01/94 00
1623728 .0000 06/01/24 0
0 2.7500 06/01/95 06/01/95
447/447 2.3750 07/01/95 07/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1383124 5.5000 277,000.00 100
BROUGHTON CURTIS 5.5000 275,159.85 ZZ
10561 SANDSTONE RUN 5.2500 1,572.78 1
11.5000 1,572.78 85
LITTLETON CO 80125 11.2500 05/06/94 327,500.00
0380020959 .0000 07/01/94 04
2858041 .0000 06/01/24 12
0 2.8750 06/01/95 06/01/95
180/728 2.6250 07/01/95 07/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1383137 5.6250 275,000.00 100
GUILD WILLIAM 5.6250 272,912.85 ZZ
1400 WESTFORD STREET 5.3750 1,583.06 1
11.6250 1,583.06 80
CARLISLE MA 01741 11.3750 04/14/94 345,000.00
43381 .0000 06/01/94 00
43381 .0000 05/01/24 0
0 2.7500 05/01/95 05/01/95
195/195 2.5000 06/01/95 06/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 4 00 00/00/00
.0000 05 0 00/00/00
O .0000
1383157 5.3750 377,800.00 100
HARGRAVES RONALD 5.3750 375,231.34 ZZ
19720 MOUTH OF MONOCACY ROAD 5.1250 2,115.57 1
11.3750 2,115.57 89
DICKERSON MD 20842 11.1250 05/19/94 427,000.00
0380020538 .0000 07/01/94 04
6010089 .0000 06/01/24 17
0 2.8750 06/01/95 06/01/95
696/728 2.6250 07/01/95 07/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1383208 6.6250 282,150.00 100
TUCKER STEVEN 6.6250 280,891.50 ZZ
6219 PHEASANT COURT 6.3750 1,806.64 1
12.6250 1,806.64 90
FORT COLLINS CO 80525 12.3750 06/30/94 316,500.00
0380038050 .0000 08/01/94 01
6726012 .0000 07/01/24 17
0 2.8750 07/01/95 07/01/95
372/728 2.6250 08/01/95 08/01/95
45 4.6250 .0000 .0000
A 8.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 07/01/95
.0000 03 E 07/01/99
O 1.1250
1383319 5.5000 405,500.00 100
FRISCH FRED 5.5000 402,350.09 ZZ
1130 ALDERLY ROAD 5.2500 2,302.38 1
11.5000 2,302.38 68
INDIANAPOLIS IN 46260 11.2500 04/25/94 602,000.00
0380022260 .0000 06/01/94 00
324826 .0000 05/01/24 0
0 2.7500 05/01/95 05/01/95
028/728 2.5000 06/01/95 06/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1383461 6.1250 426,000.00 100
BEDDER MARSHALL 6.1250 423,483.82 ZZ
9345 NW FULLNER COURT 5.7500 2,588.42 1
12.1250 2,588.42 80
PORTLAND OR 97229 11.7500 05/17/94 532,500.00
32343930 .0000 07/01/94 00
32343930 .0000 06/01/24 0
0 2.8750 06/01/95 06/01/95
531/375 2.5000 07/01/95 07/01/95
45 4.1250 .0000 .0000
A 8.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1383469 5.8750 290,000.00 100
SUTHERLAND STEVEN 5.8750 287,899.67 T
155 CARLOS AVENUE 5.5000 1,715.46 1
11.8750 1,715.46 70
ROGUE RIVER OR 97537 11.5000 04/28/94 415,000.00
1560206 .0000 06/01/94 00
1560206 .0000 05/01/24 0
0 2.7500 05/01/95 05/01/95
447/447 2.3750 06/01/95 06/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1383498 5.6250 124,000.00 100
DUNN ANNE 5.6250 123,195.26 ZZ
ROUTE 2 BOX 345 5.3750 713.81 1
11.6250 713.81 80
DALE TX 78616 11.3750 05/12/94 155,000.00
0380023508 .0000 07/01/94 00
147029 .0000 06/01/24 0
0 2.8750 06/01/95 06/01/95
028/728 2.6250 07/01/95 07/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1383500 7.0000 393,750.00 100
ATKINS JAMES 7.0000 391,685.32 ZZ
2332 W DEERFIELD DRIVE 6.7500 2,619.63 1
13.0000 2,619.63 75
MEDIA PA 19063 12.7500 05/17/94 525,000.00
0380025354 .0000 07/01/94 00
335212 .0000 06/01/24 0
0 2.8750 06/01/95 06/01/95
028/728 2.6250 07/01/95 07/01/95
45 5.0000 .0000 .0000
A 9.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1383514 5.7500 124,450.00 100
MCLEOD GAVIN 5.7500 123,794.05 ZZ
2514 E INDIGO BRUSH ROAD 5.5000 726.26 1
11.7500 726.26 95
PHOENIX AZ 85048 11.5000 06/14/94 131,000.00
0380032533 .0000 08/01/94 04
842849 .0000 07/01/24 30
0 2.8750 07/01/95 07/01/95
047/728 2.6250 08/01/95 08/01/95
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
1383516 5.5000 69,600.00 100
WELDEN BRADLEY 5.5000 69,137.65 T
2703 DUNBARTON DRIVE 5.2500 395.18 1
11.5000 395.18 80
AUSTIN TX 78723 11.2500 05/11/94 87,000.00
0380023821 .0000 07/01/94 00
131971 .0000 06/01/24 0
0 2.8750 06/01/95 06/01/95
028/728 2.6250 07/01/95 07/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1383599 5.5000 280,000.00 100
NAKAO KENJI 5.5000 278,139.95 ZZ
5 PARK HILL COURT 5.2500 1,589.81 1
COUNTY OF MORRIS 11.5000 1,589.81 79
PARSIPPANY-TRO NJ 07054 11.2500 05/31/94 355,000.00
1200717153 .0000 07/01/94 00
1200717153 .0000 06/01/24 0
0 2.8750 06/01/95 06/01/95
201/201 2.6250 07/01/95 07/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 06/01/95
.0000 05 C 06/01/99
O 1.1250
1383635 6.8750 1,000,000.00 100
HENKEL EDUARDO 6.8750 994,886.50 T
600 VAIL VALLEY DRIVE #B13 6.6250 6,569.29 1
12.8750 6,569.29 51
VAIL CO 81657 12.6250 05/18/94 1,975,000.00
0380046020 .0000 07/01/94 00
6640995 .0000 06/01/24 0
0 2.7500 06/01/95 06/01/95
247/728 2.5000 07/01/95 07/01/95
45 4.8750 .0000 .0000
A 8.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
1383802 5.5000 84,000.00 100
LUONG TOAN 5.5000 83,536.02 ZZ
8480 MONA AVENUE 5.2500 476.95 1
11.5000 476.95 80
NORFOLK VA 23518 11.2500 06/14/94 105,000.00
0380033606 .0000 08/01/94 00
334769 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
028/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1383806 5.3750 268,000.00 100
GORDY FREDDIE 5.3750 266,177.82 ZZ
8246 GLENMAR ROAD 5.1250 1,500.73 1
11.3750 1,500.73 90
ELLICOTT CITY MD 21043 11.1250 05/24/94 297,885.00
0380022781 .0000 07/01/94 04
4859005 .0000 06/01/24 17
0 2.8750 06/01/95 06/01/95
561/728 2.6250 07/01/95 07/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 06/01/95
.0000 03 E 06/01/99
O 1.1250
1383867 5.5000 275,000.00 100
MACKOWIAK FRANK 5.5000 266,856.07 ZZ
1801 MIDSUMMER LANE 5.2500 1,561.42 1
11.5000 1,561.42 69
JARRETTSVILLE MD 21084 11.2500 05/27/94 398,952.00
0380023532 .0000 07/01/94 00
4856084 .0000 06/01/24 0
0 2.8750 06/01/95 06/01/95
561/728 2.6250 07/01/95 07/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 4 01 06/01/95
.0000 05 E 06/01/99
O 1.1250
1383881 5.2500 109,500.00 100
MARK JEAN 5.2500 108,738.06 ZZ
1135 OLD ROAD 5.0000 604.67 1
11.2500 604.67 95
CHAPIN SC 29036 11.0000 05/12/94 115,300.00
0380022914 .0000 07/01/94 14
2266914 .0000 06/01/24 25
0 2.8750 06/01/95 06/01/95
757/728 2.6250 07/01/95 07/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1383914 6.0000 85,000.00 100
LINDELL JR WAYNE 6.0000 84,658.97 ZZ
4211 55TH ST NW 5.7500 509.62 1
12.0000 509.62 35
GIG HARBOR WA 98335 11.7500 07/26/94 249,000.00
10834257-7 .0000 09/01/94 00
834257 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
047/047 2.6250 09/01/95 09/01/95
45 4.0000 .0000 .0000
A 8.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1383963 6.1250 275,500.00 100
SMITH DARRELL 6.1250 273,872.73 ZZ
19019 S HARRELL'S FERRY ROAD 5.8750 1,673.97 1
12.1250 1,673.97 80
BATON ROUGE LA 70816 11.8750 05/13/94 345,000.00
756574 .0000 07/01/94 00
756574 .0000 06/01/24 0
0 2.7500 06/01/95 06/01/95
217/670 2.5000 07/01/95 07/01/95
45 4.1250 .0000 .0000
A 8.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 4 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384026 5.5000 152,000.00 100
BISHOP WANDA 5.5000 150,990.26 ZZ
1218 LANIER BOULEVARD 5.2500 863.04 1
11.5000 863.04 95
ATLANTA GA 30306 11.2500 05/31/94 160,000.00
0380023854 .0000 07/01/94 04
2274231 .0000 06/01/24 25
0 2.8750 06/01/95 06/01/95
757/728 2.6250 07/01/95 07/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384033 6.1250 335,000.00 100
EAGAR RANDAL 6.1250 333,355.27 ZZ
2381 EAST WRENHAVEN LANE 5.8750 2,035.50 1
12.1250 2,035.50 69
SALT LAKE CITY UT 84121 11.8750 06/22/94 490,000.00
0380043621 .0000 08/01/94 00
3079969 .0000 07/01/24 0
0 2.7500 07/01/95 07/01/95
637/728 2.5000 08/01/95 08/01/95
45 4.1250 .0000 .0000
A 8.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
1384043 5.8750 107,550.00 100
FRENCH TIMOTHY 5.8750 106,608.56 ZZ
120C AMESBURY STREET 5.6250 636.20 1
11.8750 636.20 90
DRACUT MA 01826 11.6250 06/01/94 119,500.00
0380024720 .0000 07/01/94 04
606037584 .0000 06/01/24 20
0 2.8750 06/01/95 06/01/95
249/728 2.6250 07/01/95 07/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384056 5.5000 96,500.00 100
ANDRADE SAMUEL 5.5000 95,750.35 ZZ
5 SECOND STREET 5.2500 547.92 1
11.5000 547.92 73
ENFEILD CT 06082 11.2500 05/02/94 133,000.00
0380024654 .0000 06/01/94 00
606036826 .0000 05/01/24 0
0 2.8750 05/01/95 05/01/95
249/728 2.6250 06/01/95 06/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384069 5.3750 235,950.00 100
HALFAR WAYNE 5.3750 233,145.71 ZZ
11710 EAST POWERS AVENUE 5.1250 1,321.26 1
11.3750 1,321.26 71
ENGLEWOOD CO 80110 11.1250 05/18/94 336,000.00
0380024225 .0000 07/01/94 00
1628022 .0000 06/01/24 0
0 2.7500 06/01/95 06/01/95
447/728 2.5000 07/01/95 07/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1384078 5.3750 231,000.00 100
THORNBURG WILLIAM 5.3750 229,429.39 ZZ
13660 ROSS COURT 5.1250 1,293.54 1
11.3750 1,293.54 66
NEWBURG MD 20664 11.1250 05/19/94 350,000.00
0380024415 .0000 07/01/94 00
1598776 .0000 06/01/24 0
0 2.7500 06/01/95 06/01/95
447/728 2.5000 07/01/95 07/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384081 5.6250 252,000.00 100
SMITH RONALD 5.6250 250,364.48 ZZ
1611 BIGELOW AVENUE NORTH 5.3750 1,450.66 1
11.6250 1,450.66 87
SEATTLE WA 98109 11.3750 05/13/94 289,950.00
0380026030 .0000 07/01/94 11
1596747 .0000 06/01/24 20
0 2.7500 06/01/95 06/01/95
447/728 2.5000 07/01/95 07/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384095 5.6250 132,050.00 100
TETREAULT RUDOLPH 5.6250 131,236.11 ZZ
14415 142ND STREET EAST 5.3750 760.15 1
11.6250 760.15 95
ORTING WA 98360 11.3750 06/29/94 139,740.00
0380038621 .0000 08/01/94 10
834247 .0000 07/01/24 25
0 2.8750 07/01/95 07/01/95
047/728 2.6250 08/01/95 08/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384132 5.5000 156,600.00 100
PEPPERS CHARLES 5.5000 155,735.06 ZZ
4200 WEST 205TH STREET 5.2500 889.16 1
11.5000 889.16 90
MATTESON IL 60443 11.2500 06/07/94 174,000.00
0380024779 .0000 08/01/94 04
0094008 .0000 07/01/24 17
0 2.8750 07/01/95 07/01/95
A07/728 2.6250 08/01/95 08/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384197 5.1250 42,000.00 100
FURROW DELMER 5.1250 40,942.79 ZZ
11992 SW ROYALTY COURT 1 4.8750 228.68 1
11.1250 228.68 50
KING CITY OR 97224 10.8750 06/02/94 84,000.00
0380025560 .0000 08/01/94 00
10852160 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
047/728 2.6250 08/01/95 08/01/95
45 3.1250 .0000 .0000
A 7.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
1384199 5.6250 103,000.00 100
COSLETT FRED 5.6250 101,594.71 ZZ
4227 BOCA POINTE DRIVE 5.3750 592.93 1
11.6250 592.93 15
SARASOTA FL 34238 11.3750 04/14/94 700,000.00
0380025412 .0000 06/01/94 00
151434497 .0000 05/01/24 0
0 2.8750 05/01/95 05/01/95
249/728 2.6250 06/01/95 06/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 03 0 00/00/00
O .0000
1384235 6.5000 310,000.00 100
LEWER II JAMES 6.5000 308,869.89 ZZ
703 ROCKLEDGE DRIVE 6.2500 1,959.41 1
12.5000 1,959.41 54
ROCKLEDGE FL 32955 12.2500 07/07/94 575,000.00
0380043175 .0000 09/01/94 00
328892 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
028/728 2.6250 09/01/95 09/01/95
45 4.5000 .0000 .0000
A 8.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384248 6.5000 380,000.00 100
MCDONALD STEPHEN 6.5000 378,263.65 T
10TH AVENUE 2SW OF DOLORES 6.2500 2,401.86 1
STREET 12.5000 2,401.86 80
CARMEL CA 93921 12.2500 06/23/94 475,000.00
16880647011 .0000 08/01/94 00
16880647011 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
447/447 2.6250 08/01/95 08/01/95
45 4.5000 .0000 .0000
A 8.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384254 5.7500 319,500.00 100
ADELSON ANTHONY 5.7500 317,474.38 ZZ
3347 NW 53 CIRCLE 5.5000 1,864.52 1
11.7500 1,864.52 90
BOCA RATON FL 33496 11.5000 05/27/94 355,000.00
0380031873 .0000 07/01/94 04
328662 .0000 06/01/24 20
0 2.8750 06/01/95 06/01/95
028/728 2.6250 07/01/95 07/01/95
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1384292 5.8750 79,500.00 100
THOMPSON BARBARA 5.8750 78,924.24 ZZ
3596 CAMELLIA DRIVE S 5.6250 470.27 1
11.8750 470.27 66
SALEM OR 97302 11.6250 04/07/94 121,500.00
0380027012 .0000 06/01/94 00
1177621 .0000 05/01/24 0
0 2.8750 05/01/95 05/01/95
687/728 2.6250 06/01/95 06/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 01 05/01/95
.0000 05 E 05/01/99
O .6250
1384342 6.8750 130,000.00 100
MOINAT HARRIET 6.8750 129,447.62 ZZ
1508 41ST AVENUE 6.6250 854.01 1
12.8750 854.01 58
GREELEY CO 80631 12.6250 06/24/94 225,000.00
10880198-6 .0000 08/01/94 00
880198 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
047/047 2.6250 08/01/95 08/01/95
45 4.8750 .0000 .0000
A 8.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384346 7.1250 607,500.00 100
ALPERT BRIAN 7.1250 605,539.40 ZZ
608 RAVINIA ROAD 6.7500 4,092.84 1
13.1250 4,092.84 75
HIGHLAND PARK IL 60035 12.7500 06/29/94 810,000.00
216747 .0000 09/01/94 00
216747 .0000 08/01/24 0
0 3.0000 08/01/95 08/01/95
032/032 2.6250 09/01/95 09/01/95
45 5.1250 .0000 .0000
A 9.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384356 5.5000 170,500.00 100
CONLEY DANIEL 5.5000 169,558.23 ZZ
311 CARTER STREET 5.2500 968.09 1
11.5000 968.09 95
LIBERTYVILLE IL 60048 11.2500 06/14/94 180,000.00
0380027129 .0000 08/01/94 04
25360 .0000 07/01/24 22
0 2.8750 07/01/95 07/01/95
680/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384361 5.5000 83,600.00 100
WEISER JOHN 5.5000 83,138.28 ZZ
6407 REDDING ROAD 5.2500 474.67 1
11.5000 474.67 95
HOUSTON TX 77036 11.2500 06/27/94 88,000.00
0380035643 .0000 08/01/94 04
10832183 .0000 07/01/24 25
0 2.8750 07/01/95 07/01/95
047/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384362 5.2500 170,250.00 100
SAPP DAVID 5.2500 169,251.21 R
3932 SUNFLOWER LANE 5.0000 940.13 1
11.2500 940.13 95
PLANO TX 75025 11.0000 06/09/94 179,240.00
0380030016 .0000 08/01/94 04
320183 .0000 07/01/24 25
0 2.6250 07/01/95 07/01/95
740/728 2.3750 08/01/95 08/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384372 5.3750 225,600.00 100
OGDEN DAN 5.3750 224,324.63 ZZ
402 PRESIDIO COURT 5.1250 1,263.30 1
11.3750 1,263.30 80
SOUTHLAKE TX 76092 11.1250 06/07/94 282,000.00
0380029240 .0000 08/01/94 00
2400786 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
638/728 2.6250 08/01/95 08/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 07/01/95
.0000 05 E 07/01/99
O 1.1250
1384409 5.1250 113,000.00 100
SCHOCH GARY 5.1250 112,059.36 ZZ
1033 ASHE STREET 4.8750 615.27 1
11.1250 615.27 37
DAVIDSONVILLE MD 21035 10.8750 04/15/94 308,000.00
0380033150 .0000 06/01/94 00
101456672 .0000 05/01/24 0
0 2.8750 05/01/95 05/01/95
249/728 2.6250 06/01/95 06/01/95
45 3.1250 .0000 .0000
A 7.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 03 0 00/00/00
O .0000
1384432 5.8750 140,000.00 100
MULLIGAN JOHN 5.8750 139,279.27 ZZ
41 ROCK HILL ROAD 5.6250 828.16 1
11.8750 828.16 70
PUTNAM VALLEY NY 10579 11.6250 06/15/94 200,000.00
445197 .0000 08/01/94 00
445197 .0000 07/01/24 0
0 2.7500 07/01/95 07/01/95
562/562 2.5000 08/01/95 08/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384433 6.3750 252,000.00 100
STEPAN JENNIFER 6.3750 250,820.48 ZZ
51 JACQUELINE DRIVE 6.1250 1,572.16 1
12.3750 1,572.16 90
AMAGANSETT NY 11930 12.1250 06/17/94 280,000.00
447151 .0000 08/01/94 04
447151 .0000 07/01/24 25
0 2.7500 07/01/95 07/01/95
562/562 2.5000 08/01/95 08/01/95
45 4.3750 .0000 .0000
A 8.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384498 5.5000 290,500.00 100
ENGLERT HANS 5.5000 288,570.18 ZZ
504 CHAMPIONS POINTE 5.2500 1,649.43 1
11.5000 1,649.43 67
DULUTH GA 30136 11.2500 04/29/94 440,000.00
0380032228 3.5000 07/01/94 00
352875 3.2500 06/01/24 0
0 2.8750 06/01/95 06/01/95
514/728 2.6250 07/01/95 07/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
2.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
1384506 5.3750 125,000.00 100
HOLDEN MARIA 5.3750 124,293.39 ZZ
7795 WEST OTTAWA DRIVE 5.1250 699.96 1
11.3750 699.96 87
LITTLETON CO 80123 11.1250 06/15/94 145,000.00
0380033846 .0000 08/01/94 10
350644 .0000 07/01/24 20
0 2.8750 07/01/95 07/01/95
687/728 2.6250 08/01/95 08/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384517 5.1250 108,000.00 100
GRANATA LINDA 5.1250 106,970.31 ZZ
12384 N.W. 26TH COURT 4.8750 588.05 1
11.1250 588.05 80
CORAL SPRINGS FL 33065 10.8750 03/28/94 135,000.00
0380031949 .0000 05/01/94 00
94000955 .0000 04/01/24 0
0 2.7500 04/01/95 04/01/95
693/728 2.5000 05/01/95 05/01/95
45 3.1250 .0000 .0000
A 7.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 01 04/01/95
.0000 05 E 04/01/99
O .6250
1384545 5.5000 262,500.00 100
GALLO JERRY 5.5000 261,050.16 ZZ
1249 KENNEDY AVENUE 5.2500 1,490.45 1
11.5000 1,490.45 75
LOUISVILLE CO 80027 11.2500 06/13/94 350,000.00
0380031808 .0000 08/01/94 00
10880163 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
047/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 03 0 00/00/00
O .0000
1384553 6.1250 528,750.00 100
LUCIA FRANK 6.1250 526,154.02 ZZ
5011 NORTHEAST CRYSTAL SPRING 5.7500 3,212.75 1
12.1250 3,212.75 75
BAINBRIDGE ISL WA 98110 11.7500 06/08/94 705,000.00
32351197 .0000 08/01/94 00
32351197 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
531/375 2.5000 08/01/95 08/01/95
45 4.1250 .0000 .0000
A 8.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384565 5.3750 144,900.00 100
BAUER ROY 5.3750 144,080.84 ZZ
1029 SOUTH COUNTY LINE ROAD 5.1250 811.40 1
11.3750 811.40 90
JOHNSTOWN OH 43031 11.1250 06/08/94 161,000.00
0380040106 .0000 08/01/94 10
3E1304 .0000 07/01/24 20
0 2.8750 07/01/95 07/01/95
687/728 2.6250 08/01/95 08/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384574 7.1250 900,000.00 100
MCGREGOR WILLIAM 7.1250 897,095.38 T
128 BEAVER CREEK DRIVE 6.8750 6,063.47 1
13.1250 6,063.47 59
BEAVER CREEK CO 81620 12.8750 07/08/94 1,550,000.00
0380053752 5.1250 09/01/94 00
0066452889 4.8750 08/01/24 0
0 2.8750 08/01/95 08/01/95
247/728 2.6250 09/01/95 09/01/95
45 5.1250 .0000 .0000
A 9.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
2.0000 4 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384580 6.7500 308,000.00 100
FLYNN DANIEL 6.7500 306,930.30 ZZ
1736 ARCH AVENUE SOUTH 6.5000 1,997.68 1
12.7500 1,997.68 80
SEATTLE WA 98116 12.5000 07/01/94 385,000.00
10844625-3 .0000 09/01/94 00
64223 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
047/047 2.6250 09/01/95 09/01/95
45 4.7500 .0000 .0000
A 8.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384629 6.6250 297,500.00 100
WALSH LOUIS 6.6250 295,903.21 T
1040 SOUTH OCEAN BLVD 6.3750 1,904.93 1
12.6250 1,904.93 70
DELRAY BEACH FL 33483 12.3750 06/08/94 425,000.00
0380034448 .0000 07/01/94 00
1670756 .0000 06/01/24 0
0 2.8750 06/01/95 06/01/95
447/728 2.6250 07/01/95 07/01/95
45 4.6250 .0000 .0000
A 8.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384630 6.5000 240,000.00 100
LUI CORDELL 6.5000 238,903.33 ZZ
6070 52ND AVENUE SOUTH 6.2500 1,516.97 1
12.5000 1,516.97 80
SEATTLE WA 98118 12.2500 06/08/94 300,000.00
0380032863 .0000 08/01/94 00
1614371 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
447/728 2.6250 08/01/95 08/01/95
45 4.5000 .0000 .0000
A 8.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384631 6.3750 650,000.00 100
ELIAS PAULINE 6.3750 646,901.33 ZZ
145 SEASPRAY AVE 6.1250 4,055.16 1
12.3750 4,055.16 55
PALM BEACH FL 33480 12.1250 06/10/94 1,200,000.00
0380032491 .0000 08/01/94 00
1667108 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
447/728 2.6250 08/01/95 08/01/95
45 4.3750 .0000 .0000
A 8.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384633 6.5000 820,000.00 100
JIN JUN 6.5000 810,522.48 ZZ
825 VALLEY CREST STREET 6.2500 5,182.96 1
12.5000 5,182.96 75
LA CANADA-FLIN CA 91011 12.2500 05/27/94 1,100,000.00
1648450 .0000 07/01/94 00
1648450 .0000 06/01/24 0
0 2.8750 06/01/95 06/01/95
447/447 2.6250 07/01/95 07/01/95
45 4.5000 .0000 .0000
A 8.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384700 5.7500 93,750.00 100
SHARP J 5.7500 93,155.63 ZZ
5843 SE SKYHIGH COURT 5.5000 547.10 1
11.7500 547.10 74
MILWAUKIE OR 97267 11.5000 05/25/94 127,000.00
0380044348 .0000 07/01/94 00
1258699 .0000 06/01/24 0
0 2.8750 06/01/95 06/01/95
687/728 2.6250 07/01/95 07/01/95
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384729 6.0000 129,400.00 100
CREECH, SR DANNY 6.0000 128,749.43 ZZ
6412 BEAVER RIDGE ROAD 5.7500 775.82 1
12.0000 775.82 70
KNOXVILLE TN 37931 11.7500 06/21/94 184,900.00
0380032111 4.0000 08/01/94 00
95384 3.7500 07/01/24 0
0 2.8750 07/01/95 07/01/95
A01/728 2.6250 08/01/95 08/01/95
45 4.0000 .0000 .0000
A 8.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
2.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1384913 5.5000 134,900.00 100
WILKERSON LAWRENCE 5.5000 134,154.91 ZZ
5520 MAPLEFIELD PLACE 5.2500 765.95 1
11.5000 765.95 95
ALEXANDRIA VA 22310 11.2500 06/14/94 142,000.00
0380032830 .0000 08/01/94 04
6191415 .0000 07/01/24 25
0 2.8750 07/01/95 07/01/95
561/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 09 0 00/00/00
O .0000
1385024 6.0000 105,500.00 100
RAINS DAVID 6.0000 103,080.82 ZZ
7183 PUGLIESE PLACE 5.7500 632.53 1
12.0000 632.53 33
DAYTON OH 45415 11.7500 05/02/94 325,000.00
0380033564 .0000 07/01/94 00
277567 .0000 06/01/24 0
0 3.0000 06/01/95 06/01/95
767/728 2.7500 07/01/95 07/01/95
45 4.0000 .0000 .0000
A 8.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385051 5.5000 98,300.00 100
FULLERTON FRANKLIN 5.5000 97,757.06 ZZ
7171 MEETING STREET 5.2500 558.14 1
11.5000 558.14 95
CHARLOTTE NC 28210 11.2500 06/23/94 103,500.00
0380034547 .0000 08/01/94 21
10491741 .0000 07/01/24 22
0 2.8750 07/01/95 07/01/95
047/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
1385056 6.5000 217,800.00 100
DEAN ROGER 6.5000 217,006.01 ZZ
170 EAST SPRING DRIVE 6.1250 1,376.64 1
12.5000 1,376.64 90
WOODLAND HILLS UT 84653 12.1250 07/06/94 242,000.00
214627 .0000 09/01/94 10
214627 .0000 08/01/24 20
0 3.0000 08/01/95 08/01/95
032/032 2.6250 09/01/95 09/01/95
45 4.5000 .0000 .0000
A 8.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 4 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385098 5.2500 227,650.00 100
ROFF II THOMAS 5.2500 226,332.93 ZZ
906 BRAZOS DRIVE 5.0000 1,257.09 1
11.2500 1,257.09 90
SOUTHLAKE TX 76092 11.0000 06/15/94 252,993.00
0380033663 .0000 08/01/94 04
147049 .0000 07/01/24 17
0 2.8750 07/01/95 07/01/95
028/728 2.6250 08/01/95 08/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 07/01/95
.0000 03 E 07/01/99
O 1.1250
1385134 5.3750 450,000.00 100
HALL ANDRIA 5.3750 447,456.05 ZZ
25 RAVENSWOOD LANE 5.1250 2,519.88 1
11.3750 2,519.88 90
SCOTCH PLAINS NJ 07076 11.1250 06/17/94 500,000.00
0380034844 .0000 08/01/94 04
3772944 .0000 07/01/24 17
0 2.8750 07/01/95 07/01/95
561/728 2.6250 08/01/95 08/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385190 6.2500 85,500.00 100
HARRIS STEPHEN 6.2500 85,172.95 ZZ
751 IVY AVENUE 6.0000 526.44 1
12.2500 526.44 95
EUGENE OR 97404 12.0000 07/08/94 90,000.00
0380045139 .0000 09/01/94 11
10878027 .0000 08/01/24 25
0 2.8750 08/01/95 08/01/95
047/728 2.6250 09/01/95 09/01/95
45 4.2500 .0000 .0000
A 8.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385215 6.7500 350,000.00 100
HARRIS RONALD 6.7500 348,166.34 ZZ
2510 PICO AVENUE 6.5000 2,270.09 1
12.7500 2,270.09 90
CLOVIS CA 93611 12.5000 05/18/94 390,000.00
1663823 .0000 07/01/94 12
1663823 .0000 06/01/24 17
0 2.8750 06/01/95 06/01/95
447/447 2.6250 07/01/95 07/01/95
45 4.7500 .0000 .0000
A 8.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385220 6.8750 346,500.00 100
KIM SUNG 6.8750 345,027.71 ZZ
8804 MONTMEDY COURT 6.6250 2,276.26 1
12.8750 2,276.26 90
BAKERSFIELD CA 93311 12.6250 06/01/94 385,000.00
1672188 .0000 08/01/94 12
1672188 .0000 07/01/24 17
0 2.8750 07/01/95 07/01/95
447/447 2.6250 08/01/95 08/01/95
45 4.8750 .0000 .0000
A 8.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385221 6.2500 322,000.00 100
VONDERHARR ROBERT 6.2500 320,142.79 ZZ
1898 E VINTAGE WOODS COURT 6.0000 1,982.61 1
12.2500 1,982.61 68
SALT LAKE CITY UT 84117 12.0000 05/19/94 474,557.00
0380036591 .0000 07/01/94 00
1599341 .0000 06/01/24 0
0 2.7500 06/01/95 06/01/95
447/728 2.5000 07/01/95 07/01/95
45 4.2500 .0000 .0000
A 8.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385222 5.5000 248,000.00 100
ENDRESEN DANNY 5.5000 246,073.51 ZZ
1416 BIRDIE BLVD 5.2500 1,408.12 1
11.5000 1,408.12 80
MCALL ID 83638 11.2500 04/28/94 310,000.00
0380035858 .0000 06/01/94 00
1592003 .0000 05/01/24 0
0 2.7500 05/01/95 05/01/95
447/728 2.5000 06/01/95 06/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1385233 5.8750 208,800.00 100
DYKZEUL JEANIE 5.8750 206,997.12 ZZ
15 VILLA MARIA AVENUE 5.6250 1,235.13 1
11.8750 1,235.13 90
NOVATO CA 94947 11.6250 05/18/94 232,000.00
1656400 .0000 07/01/94 10
1656400 .0000 06/01/24 17
0 2.7500 06/01/95 06/01/95
447/447 2.5000 07/01/95 07/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385234 6.2500 288,000.00 100
HUTCHINSON GARY 6.2500 286,619.35 ZZ
567 RIDGE ROAD 6.0000 1,773.27 1
12.2500 1,773.27 80
GOLDEN CO 80403 12.0000 06/15/94 360,000.00
1690512 .0000 08/01/94 00
1690512 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
447/447 2.6250 08/01/95 08/01/95
45 4.2500 .0000 .0000
A 8.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385256 6.6250 280,000.00 100
LESHER JOHN 6.6250 278,751.10 ZZ
24 BROOKWOOD ROAD 6.2500 1,792.87 1
TOWNSHIP OF 12.6250 1,792.87 80
MT. LAUREL NJ 08054 12.2500 06/23/94 350,625.00
214947 .0000 08/01/94 00
214947 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
032/032 2.5000 08/01/95 08/01/95
45 4.6250 .0000 .0000
A 8.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 07/01/95
.0000 05 C 07/01/99
O .5000
1385282 5.5000 136,800.00 100
KOKENGE SCOTT 5.5000 134,830.60 ZZ
709 TIERRA ALEGRE 5.2500 776.74 1
11.5000 776.74 80
TIJERAS NM 87059 11.2500 06/22/94 171,000.00
0380035932 .0000 08/01/94 00
0892005 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
047/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385326 5.3750 328,500.00 100
HENDRICK JUDY 5.3750 326,642.61 ZZ
5901 GLENDOWER LANE 5.1250 1,839.51 1
11.3750 1,839.51 90
PLANO TX 75093 11.1250 06/07/94 365,000.00
0380035197 .0000 08/01/94 04
774104 .0000 07/01/24 22
0 2.8750 07/01/95 07/01/95
514/728 2.6250 08/01/95 08/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1385345 6.3750 250,000.00 100
HANCOCK GREGORY 6.3750 248,829.92 ZZ
7420 EAST SOLANO DRIVE 6.1250 1,559.67 1
12.3750 1,559.67 66
SCOTTSDALE AZ 85253 12.1250 06/07/94 382,000.00
0380037565 .0000 08/01/94 00
8319832 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
372/728 2.6250 08/01/95 08/01/95
45 4.3750 .0000 .0000
A 8.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1385364 5.6250 96,000.00 100
ARMAS JOSE 5.6250 95,482.02 ZZ
3412 VISTA GRANDE DRIVE NW 5.3750 552.63 1
11.6250 552.63 80
ALBUQUERQUE NM 87120 11.3750 06/30/94 120,000.00
0380036559 .0000 08/01/94 00
0862720 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
047/728 2.6250 08/01/95 08/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385370 5.5000 120,000.00 100
LORIMER BRIAN 5.5000 119,335.95 ZZ
5613 NORTH CALLE DE LA REINA 5.2500 681.35 1
11.5000 681.35 80
TUCSON AZ 85718 11.2500 06/20/94 150,000.00
0380038191 .0000 08/01/94 00
2367928 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
638/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385383 5.2500 270,000.00 100
KARIM M 5.2500 268,121.36 ZZ
1437 HIWAN COURT 5.0000 1,490.95 1
11.2500 1,490.95 87
FORT COLLINS CO 80525 11.0000 05/23/94 311,637.00
0380035833 .0000 07/01/94 11
1440696 .0000 06/01/24 17
0 2.7500 06/01/95 06/01/95
447/728 2.5000 07/01/95 07/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385386 5.8750 232,000.00 100
TORGERSON JOSEPH 5.8750 228,927.09 ZZ
6343 PINE STREET 5.6250 1,372.37 1
11.8750 1,372.37 80
COLUMBUS TOWNS MN 55025 11.6250 04/28/94 290,000.00
0380035619 .0000 06/01/94 00
1464316 .0000 05/01/24 0
0 2.7500 05/01/95 05/01/95
447/728 2.5000 06/01/95 06/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 4 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385413 5.8750 105,200.00 100
HAYDEN REGINA 5.8750 104,658.44 ZZ
2414 VINEYARD LANE 5.6250 622.30 1
11.8750 622.30 85
CROFTON MD 21114 11.6250 06/10/94 125,000.00
0380037672 .0000 08/01/94 10
335393 .0000 07/01/24 12
0 2.8750 07/01/95 07/01/95
028/728 2.6250 08/01/95 08/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 09 0 00/00/00
O .0000
1385418 5.6250 220,000.00 100
LUNDIN MICHAEL 5.6250 218,812.98 ZZ
10804 BIRKDALE COURT 5.3750 1,266.44 1
11.6250 1,266.44 74
FORT WAYNE IN 46804 11.3750 06/15/94 300,000.00
0380036427 .0000 08/01/94 00
335583 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
028/728 2.6250 08/01/95 08/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 03 0 00/00/00
O .0000
1385431 5.5000 66,400.00 100
WILSON KATHRYN 5.5000 66,107.29 ZZ
9116 KINGS CANYON DR 5.2500 377.01 1
11.5000 377.01 80
CHARLOTTE NC 28210 11.2500 07/01/94 83,500.00
0380036930 .0000 09/01/94 00
0491703 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
047/728 2.6250 09/01/95 09/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 09 0 00/00/00
O .0000
1385434 5.8750 255,600.00 100
RETSKE M 5.8750 254,284.21 ZZ
635 LOGGERHEAD ISLAND DRIVE 5.6250 1,511.97 1
11.8750 1,511.97 90
SATELLITE BEAC FL 32937 11.6250 06/27/94 284,000.00
0380039405 .0000 08/01/94 12
0061056415 .0000 07/01/24 20
0 2.6250 07/01/95 07/01/95
003/728 2.3750 08/01/95 08/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1385448 6.1250 240,000.00 100
KELLY III JOHN 6.1250 238,821.68 T
ASSEMBLY POINT ROAD 5.8750 1,458.27 1
12.1250 1,458.27 80
LAKE GEORGE NY 12845 11.8750 07/01/94 300,000.00
446955 .0000 08/01/94 00
446955 .0000 07/01/24 0
0 2.7500 07/01/95 07/01/95
562/562 2.5000 08/01/95 08/01/95
45 4.1250 .0000 .0000
A 8.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385450 5.5000 75,000.00 100
HUBER KENNETH 5.5000 54,201.10 ZZ
71 THURMAN CIRCLE 5.2500 425.84 1
11.5000 425.84 66
KINGSLAND TX 78639 11.2500 06/22/94 115,000.00
0380037631 .0000 08/01/94 00
2401784 .0000 07/01/24 0
0 2.7500 07/01/95 07/01/95
638/728 2.5000 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1385480 5.5000 295,900.00 100
LOWE STEPHEN 5.5000 294,265.67 ZZ
4304 BASAL CREEK LANE 5.2500 1,680.09 1
11.5000 1,680.09 80
FUQUAY VARINA NC 27526 11.2500 06/29/94 369,900.00
0380040221 .0000 08/01/94 00
0859328 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
047/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1385684 6.5000 382,500.00 100
MILLER JEFFREY 6.5000 380,752.25 ZZ
125 N LEE STREET #300 6.2500 2,417.66 1
12.5000 2,417.66 90
ALEXANDRIA VA 22314 12.2500 06/29/94 425,000.00
0380037284 .0000 08/01/94 04
2084667 .0000 07/01/24 17
0 2.8750 07/01/95 07/01/95
696/728 2.6250 08/01/95 08/01/95
45 4.5000 .0000 .0000
A 8.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
1385686 6.6250 410,000.00 100
PONTON ANDREW 6.6250 408,171.28 ZZ
4018 CHANCERY COURT NW 6.3750 2,625.27 1
12.6250 2,625.27 73
WASHINGTON DC 20007 12.3750 06/27/94 565,000.00
0380038449 .0000 08/01/94 00
5010476 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
696/728 2.6250 08/01/95 08/01/95
45 4.6250 .0000 .0000
A 8.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
1385792 5.5000 138,650.00 100
RIBELIN BRADLEY 5.5000 137,728.93 ZZ
304 WOODLAKE DRIVE 5.2500 787.24 1
11.5000 787.24 95
MURPHY TX 75094 11.2500 05/31/94 145,990.00
0380038803 .0000 07/01/94 04
774038 .0000 06/01/24 22
0 2.8750 06/01/95 06/01/95
514/728 2.6250 07/01/95 07/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385796 5.3750 137,400.00 100
ODOM JOHN 5.3750 135,916.07 ZZ
6824 ECHO CLIFFS DRIVE 5.1250 769.40 1
11.3750 769.40 90
EL PASO TX 79912 11.1250 06/14/94 152,700.00
0380036864 .0000 08/01/94 04
774031 .0000 07/01/24 17
0 2.8750 07/01/95 07/01/95
514/728 2.6250 08/01/95 08/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385807 6.0000 95,000.00 100
LANDOLFI ROMANO 6.0000 93,413.39 ZZ
5764 ARNOLD ZLOTOFF DRIVE 5.7500 569.57 1
12.0000 569.57 80
ORLANDO FL 32821 11.7500 05/26/94 118,780.00
0380044660 .0000 07/01/94 00
3K0074 .0000 06/01/24 0
0 2.8750 06/01/95 06/01/95
687/728 2.6250 07/01/95 07/01/95
45 4.0000 .0000 .0000
A 8.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1385815 5.5000 147,500.00 100
BROWN MICHAEL 5.5000 146,655.18 ZZ
164 HUNTER'S RIDGE 5.2500 837.49 1
11.5000 837.49 95
JASPER GA 30143 11.2500 06/10/94 156,700.00
0380036294 .0000 08/01/94 04
2274066 .0000 07/01/24 25
0 2.8750 07/01/95 07/01/95
757/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 4 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385831 6.1250 265,900.00 100
WILSON TIMOTHY 6.1250 251,804.48 ZZ
3945 SILVER CREEK ROAD NE 5.8750 1,615.64 1
12.1250 1,615.64 80
ROCHESTER MN 55906 11.8750 06/16/94 335,000.00
0380037268 .0000 08/01/94 00
1655720 .0000 07/01/24 0
0 2.7500 07/01/95 07/01/95
447/728 2.5000 08/01/95 08/01/95
45 4.1250 .0000 .0000
A 8.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385832 6.0000 208,000.00 100
CLARK ALLAN 6.0000 206,954.24 ZZ
15419 SOUTH 18TH PLACE 5.7500 1,247.07 1
12.0000 1,247.07 80
PHOENIX AZ 85048 11.7500 06/06/94 260,000.00
0380038217 .0000 08/01/94 00
1608239 .0000 07/01/24 0
0 2.7500 07/01/95 07/01/95
447/728 2.5000 08/01/95 08/01/95
45 4.0000 .0000 .0000
A 8.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1385833 5.5000 240,000.00 100
PLOWDEN SUZANNE 5.5000 238,673.23 ZZ
26328 SE 39TH STREET 5.2500 1,362.70 1
11.5000 1,362.70 71
ISSAQUAH WA 98027 11.2500 06/07/94 340,000.00
0380037441 .0000 08/01/94 00
1625984 .0000 07/01/24 0
0 2.7500 07/01/95 07/01/95
447/728 2.5000 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385834 5.8750 255,200.00 100
PRISEMAN CHRISTOPH 5.8750 253,886.23 ZZ
14315 173RD PL NE 5.6250 1,509.61 1
11.8750 1,509.61 80
REDMOND WA 98052 11.6250 06/09/94 319,000.00
0380037433 .0000 08/01/94 00
1658418 .0000 07/01/24 0
0 2.7500 07/01/95 07/01/95
447/728 2.5000 08/01/95 08/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
1385835 6.2500 435,000.00 100
CHO YONG 6.2500 426,802.88 ZZ
55 QUAIL DRIVE 6.0000 2,678.37 1
12.2500 2,678.37 70
LAKE FOREST IL 60045 12.0000 06/17/94 621,750.00
0380038985 .0000 08/01/94 00
1606259 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
447/728 2.6250 08/01/95 08/01/95
45 4.5000 .0000 .0000
A 8.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1385860 5.5000 231,200.00 100
LEWTER JR WADE 5.5000 229,880.65 ZZ
5269 GARNABY LANE 5.2500 1,312.73 1
11.5000 1,312.73 80
NORCROSS GA 30092 11.2500 06/24/94 289,000.00
0380036898 .0000 08/01/94 00
2274405 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
757/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385874 5.5000 112,575.00 100
BURRUSS CHARLES 5.5000 111,953.22 ZZ
405 NOTTINGHAM 5.2500 639.19 1
11.5000 639.19 95
VERSAILLES KY 40383 11.2500 06/30/94 118,500.00
0380046517 .0000 08/01/94 04
10870394 .0000 07/01/24 22
0 2.8750 07/01/95 07/01/95
047/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385882 6.0000 109,150.00 100
MCCRARY CATHERINE 6.0000 108,601.24 ZZ
2701 VIEWMONT 5.7500 654.41 1
12.0000 654.41 95
SNELLVILLE GA 30278 11.7500 06/29/94 114,900.00
0380040585 .0000 08/01/94 04
0061057096 .0000 07/01/24 25
0 2.6250 07/01/95 07/01/95
003/728 2.3750 08/01/95 08/01/95
45 4.0000 .0000 .0000
A 8.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385887 6.1250 438,000.00 100
BENTLEY MORGAN 6.1250 435,849.59 ZZ
9 SHERMAN AVENUE 5.8750 2,661.34 1
12.1250 2,661.34 90
SUMMIT NJ 07901 11.8750 06/22/94 487,000.00
0380038415 .0000 08/01/94 04
5881008 .0000 07/01/24 17
0 2.8750 07/01/95 07/01/95
561/728 2.6250 08/01/95 08/01/95
45 4.1250 .0000 .0000
A 8.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 07/01/95
.0000 05 E 07/01/99
O 1.1250
1385948 7.0000 211,500.00 100
CAPRIOLO RAYMOND 7.0000 210,420.72 ZZ
12 MALCOLM DRIVE 6.7500 1,407.11 1
13.0000 1,407.11 90
FAIRFIELD, NJ 07006 12.7500 07/07/94 235,000.00
0380037151 .0000 08/01/94 04
NJ940065 .0000 07/01/24 17
0 2.7500 07/01/95 07/01/95
A07/728 2.5000 08/01/95 08/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385953 5.5000 159,600.00 100
COURTNEY STEVEN 5.5000 158,718.46 ZZ
4213 EDGEWOOD COURT 5.2500 906.20 1
11.5000 906.20 95
MARIETTA GA 30068 11.2500 06/28/94 168,000.00
0380037060 .0000 08/01/94 04
2274462 .0000 07/01/24 25
0 2.8750 07/01/95 07/01/95
757/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385964 6.3750 105,000.00 100
BUTLER DESMOND 6.3750 104,508.57 ZZ
8052 SOUTH ELIZABETH 6.1250 655.06 4
12.3750 655.06 78
CHICAGO IL 60620 12.1250 06/24/94 135,000.00
0380040171 .0000 08/01/94 00
335144 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
028/728 2.6250 08/01/95 08/01/95
45 4.3750 .0000 .0000
A 8.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1385985 5.1250 275,000.00 100
DELANCEY CLYDE 5.1250 273,371.85 ZZ
6618 MCCAMBELL CLUSTER 4.8750 1,497.34 1
11.1250 1,497.34 85
CENTREVILLE VA 22020 10.8750 06/28/94 325,000.00
0380039801 .0000 08/01/94 04
6382212 .0000 07/01/24 12
0 2.8750 07/01/95 07/01/95
561/728 2.6250 08/01/95 08/01/95
45 3.1250 .0000 .0000
A 7.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 07/01/95
.0000 03 E 07/01/99
O 1.1250
1385987 5.5000 110,000.00 100
BISS SHARON 5.5000 109,391.57 ZZ
106 SHINN CIRCLE 5.2500 624.57 1
11.5000 624.57 76
WILMINGTON DE 19808 11.2500 06/28/94 144,875.00
0380038829 .0000 08/01/94 00
6122808 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
561/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1386015 6.8750 270,000.00 100
CONWAY STEVEN 6.8750 268,852.76 ZZ
3630 SNEATH LANE 6.6250 1,773.71 1
12.8750 1,773.71 90
SAN BRUNO CA 94066 12.6250 06/10/94 300,000.00
1541747 .0000 08/01/94 04
1541747 .0000 07/01/24 17
0 2.8750 07/01/95 07/01/95
447/447 2.6250 08/01/95 08/01/95
45 4.8750 .0000 .0000
A 8.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386020 5.5000 147,250.00 100
ROOT JON 5.5000 146,436.72 ZZ
2516 FERNLEAF COURT 5.2500 836.07 1
11.5000 836.07 95
ATLANTA GA 30318 11.2500 06/08/94 155,000.00
0380037599 .0000 08/01/94 04
2274967 .0000 07/01/24 25
0 2.8750 07/01/95 07/01/95
757/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386028 5.7500 68,400.00 100
WILSON JEREMY 5.7500 68,039.51 ZZ
21 PAXFORD LANE 5.5000 399.16 1
11.7500 399.16 90
BOYNTON BEACH FL 33426 11.5000 06/30/94 76,000.00
0380039009 .0000 08/01/94 04
94SL68 .0000 07/01/24 25
0 2.8750 07/01/95 07/01/95
766/728 2.6250 08/01/95 08/01/95
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 07/01/95
.0000 03 E 07/01/99
O 1.1250
1386056 5.7500 109,200.00 100
BICKEL ROLF 5.7500 108,624.45 ZZ
9583 EAST BANBRIDGE STREET 5.5000 637.26 1
11.7500 637.26 90
TUCSON AZ 85747 11.5000 06/24/94 121,345.00
0380037862 2.7500 08/01/94 14
500095 2.5000 07/01/24 20
0 2.7500 07/01/95 07/01/95
740/728 2.5000 08/01/95 08/01/95
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
3.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386074 5.5000 84,700.00 100
LEONARD JOHN 5.5000 84,232.18 ZZ
12437 WINDSOR ROAD 5.2500 480.92 1
11.5000 480.92 65
OCEAN CITY MD 21842 11.2500 06/24/94 131,000.00
0380038746 .0000 08/01/94 00
6283832 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
561/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386087 5.3750 58,500.00 100
SCHIFF HASKELL 5.3750 41,006.82 T
2713 WEST NIDO AVENUE 5.1250 474.12 1
11.3750 474.12 42
MESA AZ 85202 11.1250 05/09/94 140,000.00
0380039280 .0000 07/01/94 00
431757608 .0000 06/01/09 0
0 2.6250 06/01/95 06/01/95
560/728 2.3750 07/01/95 07/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
180 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
1386089 5.7500 152,000.00 100
WELCH JUDITH 5.7500 150,544.04 ZZ
ALYESKA HIGHWAY 5.5000 887.03 1
11.7500 887.03 80
GIRDWOOD AK 99587 11.5000 06/08/94 190,000.00
0380039512 .0000 08/01/94 00
431237809 .0000 07/01/24 0
0 2.6250 07/01/95 07/01/95
560/728 2.3750 08/01/95 08/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386091 5.6250 46,300.00 100
HOSTETLER THOMAS 5.6250 45,999.51 ZZ
224 HIBISCUS COURT 5.3750 266.53 1
11.6250 266.53 88
BROWNSVILLE TX 78520 11.3750 05/16/94 53,000.00
0380039066 .0000 07/01/94 14
482915402 .0000 06/01/24 25
0 2.6250 06/01/95 06/01/95
560/728 2.3750 07/01/95 07/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 01 06/01/95
.0000 05 E 06/01/99
O .6250
1386094 5.1250 85,400.00 100
HENDERSON ROBERT 5.1250 84,791.98 ZZ
3943 MISTLETOE 4.8750 464.99 1
11.1250 464.99 90
INDIANAPOLIS IN 46227 10.8750 05/16/94 94,900.00
0380039231 .0000 07/01/94 14
400281309 .0000 06/01/24 20
0 2.8750 06/01/95 06/01/95
560/728 2.6250 07/01/95 07/01/95
45 3.1250 .0000 .0000
A 7.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 06/01/95
.0000 05 E 06/01/99
O .6250
1386095 5.1250 111,150.00 100
EATON RICHARD 5.1250 110,358.61 ZZ
135 CURLY SMART CIRCLE 4.8750 605.20 1
11.1250 605.20 90
DELAWARE OH 43015 10.8750 05/13/94 123,500.00
0380039249 .0000 07/01/94 14
401788708 .0000 06/01/24 17
0 2.8750 06/01/95 06/01/95
560/728 2.6250 07/01/95 07/01/95
45 3.1250 .0000 .0000
A 7.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 06/01/95
.0000 05 E 06/01/99
O .6250
1386104 5.2500 119,000.00 100
NISSEN TODD 5.2500 116,957.94 ZZ
520 COUNTRYSIDE 5.0000 657.12 1
11.2500 657.12 89
WHEATON IL 60187 11.0000 05/27/94 134,000.00
0380039645 .0000 07/01/94 04
400341905 .0000 06/01/24 17
0 2.8750 06/01/95 06/01/95
560/728 2.6250 07/01/95 07/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 06/01/95
.0000 05 E 06/01/99
O .6250
1386105 5.2500 155,000.00 100
WALLESEN MICHAEL 5.2500 154,103.22 ZZ
5201 CHISWICK CIRCLE 5.0000 855.92 1
11.2500 855.92 76
ORLANDO FL 32812 11.0000 06/09/94 206,470.00
0380039678 .0000 08/01/94 00
403311905 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
560/728 2.6250 08/01/95 08/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 07/01/95
.0000 03 E 07/01/99
O .6250
1386106 5.2500 107,900.00 100
CARTER RONNIE 5.2500 107,275.72 ZZ
1646 WITT HILL DRIVE 5.0000 595.83 1
11.2500 595.83 80
SPRING HILL TN 37174 11.0000 06/16/94 134,900.00
0380039264 .0000 08/01/94 00
403320104 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
560/728 2.6250 08/01/95 08/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 07/01/95
.0000 03 E 07/01/99
O .6250
1386108 5.2500 97,500.00 100
SREDEN HAL 5.2500 96,935.89 ZZ
HARDSCRABBLE ROAD 5.0000 538.40 1
11.2500 538.40 80
HOLLIS ME 04042 11.0000 06/06/94 121,900.00
0380039132 .0000 08/01/94 00
198298705 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
560/728 2.6250 08/01/95 08/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386111 5.3750 109,800.00 100
MAGEE MICHAEL 5.3750 109,069.84 ZZ
8265 CADE ROAD 5.1250 614.85 1
11.3750 614.85 90
BROWN CITY MI 48416 11.1250 06/01/94 122,000.00
0380039744 .0000 08/01/94 12
401816608 .0000 07/01/24 17
0 2.8750 07/01/95 07/01/95
560/728 2.6250 08/01/95 08/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 07/01/95
.0000 05 E 07/01/99
O .6250
1386112 5.3750 159,200.00 100
WECHSLER HOWARD 5.3750 158,299.62 ZZ
4803 POPLAR GROVE 5.1250 891.47 1
11.3750 891.47 90
CHARLOTTE NC 28269 11.1250 06/16/94 176,909.00
0380039272 .0000 08/01/94 04
403312705 .0000 07/01/24 20
0 2.8750 07/01/95 07/01/95
560/728 2.6250 08/01/95 08/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 07/01/95
.0000 05 E 07/01/99
O .6250
1386125 5.7500 220,900.00 100
PERICH MICHAEL 5.7500 219,735.69 ZZ
5205 HAYLOFT COURT 5.5000 1,289.12 1
11.7500 1,289.12 85
FREDERICK MD 21702 11.5000 06/27/94 260,000.00
0380040825 .0000 08/01/94 11
1660613 .0000 07/01/24 12
0 2.8750 07/01/95 07/01/95
447/728 2.6250 08/01/95 08/01/95
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386130 5.8750 306,800.00 100
HAYUTIN DAVID 5.8750 303,670.67 ZZ
7173 SOUTH CHAPPARAL CIRCLE 5.6250 1,814.84 1
EAST 11.8750 1,814.84 80
AURORA CO 80016 11.6250 05/31/94 385,850.00
0380040924 .0000 07/01/94 00
1563299 .0000 06/01/24 0
0 2.8750 06/01/95 06/01/95
447/728 2.6250 07/01/95 07/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 4 00 00/00/00
.0000 03 0 00/00/00
O .0000
1386144 6.8750 78,500.00 100
PITCHER BARBARA 6.8750 78,233.92 ZZ
2000 5TH STREET #D 6.6250 515.69 1
12.8750 515.69 50
BOULDER CO 80302 12.6250 07/28/94 157,000.00
10880227-3 .0000 09/01/94 00
10880227 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
047/047 2.6250 09/01/95 09/01/95
45 4.8750 .0000 .0000
A 8.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 01 0 00/00/00
O .0000
1386197 5.5000 103,500.00 100
MONCRIEF DAVID 5.5000 102,928.31 ZZ
2004 TYLER TRACE 5.2500 587.67 1
11.5000 587.67 90
LAWRENCEVILLE GA 30243 11.2500 06/27/94 116,000.00
0380038902 .0000 08/01/94 11
2275790 .0000 07/01/24 17
0 2.8750 07/01/95 07/01/95
757/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386240 5.5000 76,300.00 100
EXUM GAIL 5.5000 75,878.55 T
460 WYN DRIVE 5.2500 433.23 1
11.5000 433.23 88
NEWPORT NEWS VA 23602 11.2500 06/30/94 87,000.00
0380042375 .0000 08/01/94 04
327330 .0000 07/01/24 17
0 2.8750 07/01/95 07/01/95
028/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 07/01/95
.0000 05 E 07/01/99
O 1.1250
1386249 5.3750 82,050.00 100
WRIGLEY JOSEPH 5.3750 81,586.14 ZZ
2406 FAIRBROOK DRIVE 5.1250 459.46 1
11.3750 459.46 95
NASHVILLE TN 37214 11.1250 06/10/94 86,400.00
0380040049 .0000 08/01/94 04
808311 .0000 07/01/24 25
0 2.7500 07/01/95 07/01/95
640/728 2.5000 08/01/95 08/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 07/01/95
.0000 05 E 07/01/99
O 1.1250
1386250 5.2500 76,000.00 100
TAYLOR SONYA 5.2500 75,560.27 ZZ
1324 GREENBROOK LANE 5.0000 419.68 1
11.2500 419.68 95
HIXSON TN 37343 11.0000 06/13/94 80,000.00
0380044603 .0000 08/01/94 04
838318 .0000 07/01/24 25
0 2.7500 07/01/95 07/01/95
640/728 2.5000 08/01/95 08/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 07/01/95
.0000 05 E 07/01/99
O 1.1250
1386305 5.2500 247,500.00 100
FERA RICHARD 5.2500 245,668.03 ZZ
930 HASTY ROAD 5.0000 1,366.71 1
11.2500 1,366.71 90
MARSHVILLE NC 28103 11.0000 06/27/94 275,000.00
0380039975 .0000 08/01/94 01
2276442 .0000 07/01/24 17
0 2.8750 07/01/95 07/01/95
757/728 2.6250 08/01/95 08/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386327 5.5000 173,850.00 100
GIUFFRE STEVEN 5.5000 172,695.10 ZZ
7609 HAMNER LANE 5.2500 987.10 1
11.5000 987.10 95
PLANO TX 75024 11.2500 05/20/94 183,000.00
0380041518 .0000 07/01/94 04
532764 .0000 06/01/24 25
0 2.8750 06/01/95 06/01/95
687/728 2.6250 07/01/95 07/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386358 5.2500 80,750.00 100
HUTCHINSON ERIC 5.2500 80,228.86 ZZ
6909 SAWTOOTH COURT 5.0000 445.90 1
11.2500 445.90 95
ORLANDO FL 32818 11.0000 06/24/94 85,000.00
0380046772 .0000 08/01/94 04
3K1684 .0000 07/01/24 22
0 2.8750 07/01/95 07/01/95
687/728 2.6250 08/01/95 08/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1386362 5.7500 131,800.00 100
NAVIDI VAHID 5.7500 131,245.59 ZZ
8743 WEST TIERRA BUENA LANE 5.5000 769.15 1
11.7500 769.15 90
PEORIA AZ 85382 11.5000 07/05/94 146,447.00
0380040866 .0000 09/01/94 04
105725 .0000 08/01/24 22
0 2.6250 08/01/95 08/01/95
028/728 2.3750 09/01/95 09/01/95
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386367 6.0000 90,000.00 100
FIELDS KENNETH 6.0000 89,547.49 ZZ
3819 CALCULUS DRIVE 5.7500 539.60 1
12.0000 539.60 80
DALLAS TX 75244 11.7500 06/03/94 112,500.00
0380040395 .0000 08/01/94 00
4299368 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
462/728 2.6250 08/01/95 08/01/95
45 4.0000 .0000 .0000
A 8.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386398 7.1250 334,000.00 100
POLLOCK JR WILSON 7.1250 144,607.15 ZZ
37 HAWTHORNE LANE 6.8750 2,250.22 1
13.1250 2,250.22 80
WESTON MA 02193 12.8750 07/13/94 417,500.00
311754 .0000 09/01/94 00
311754 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
724/724 2.6250 09/01/95 09/01/95
45 5.1250 .0000 .0000
A 9.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386400 5.5000 170,900.00 100
STAGER CHRISTOPH 5.5000 169,956.09 ZZ
8903 PINYON COURT 5.2500 970.35 1
11.5000 970.35 95
INDIANAPOLIS IN 46260 11.2500 06/29/94 180,000.00
0380042011 .0000 08/01/94 04
1188101 .0000 07/01/24 25
0 2.8750 07/01/95 07/01/95
687/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1386448 5.2500 164,350.00 100
RODMAN JOSEPH 5.2500 163,398.72 ZZ
1417 WABASH DRIVE 5.0000 907.55 1
11.2500 907.55 95
BELAIR MD 21015 11.0000 06/17/94 173,000.00
0380049628 .0000 08/01/94 14
371049853 .0000 07/01/24 22
0 2.7500 07/01/95 07/01/95
163/728 2.5000 08/01/95 08/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386466 6.3750 77,900.00 100
WASHBURN JR HARRILL 6.3750 77,535.42 ZZ
10870 HINSDALE STREET 6.1250 485.99 1
12.3750 485.99 95
BOISE ID 83704 12.1250 06/15/94 82,000.00
0380044355 .0000 08/01/94 04
32367123 .0000 07/01/24 25
0 2.8750 07/01/95 07/01/95
531/728 2.6250 08/01/95 08/01/95
45 4.3750 .0000 .0000
A 8.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386487 6.2500 108,000.00 100
SILVER BRUCE 6.2500 106,873.04 ZZ
3235 SILVER COURT 6.0000 664.98 1
12.2500 664.98 80
COMMERCE TOWNS MI 48382 12.0000 07/18/94 135,000.00
0380042607 .0000 09/01/94 00
940003089 .0000 08/01/24 0
0 2.7500 08/01/95 08/01/95
A06/728 2.5000 09/01/95 09/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1386527 5.7500 650,000.00 100
SCHOOLER MARK 5.7500 638,586.67 ZZ
4411 ARCADY AVENUE 5.5000 3,793.22 1
11.7500 3,793.22 74
HIGHLAND PARK TX 75205 11.5000 04/28/94 885,000.00
0380044983 .0000 06/01/94 00
131938 .0000 05/01/24 0
0 2.8750 05/01/95 05/01/95
028/728 2.6250 06/01/95 06/01/95
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386542 5.5000 203,150.00 100
HENLEY RAY 5.5000 200,943.41 ZZ
11501 PINETOP LANE NE 5.2500 1,153.46 1
11.5000 1,153.46 90
ALBUQUERQUE NM 87111 11.2500 07/07/94 226,500.00
0380042953 .0000 09/01/94 04
0892015 .0000 08/01/24 20
0 2.8750 08/01/95 08/01/95
047/728 2.6250 09/01/95 09/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1386569 5.2500 126,350.00 100
ZALONIS JOSEPH 5.2500 125,618.99 ZZ
3321 BRADFORD DRIVE 5.0000 697.71 1
11.2500 697.71 95
FLOWER MOUND TX 75028 11.0000 06/14/94 133,000.00
0380043712 .0000 08/01/94 04
532964 .0000 07/01/24 25
0 2.8750 07/01/95 07/01/95
687/728 2.6250 08/01/95 08/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1386570 5.3750 139,650.00 100
CHAFIN DONALD 5.3750 138,700.36 ZZ
7331 MOSS WOOD DRIVE 5.1250 782.00 1
11.3750 782.00 95
SUGAR LAND TX 77479 11.1250 05/27/94 147,000.00
0380043233 .0000 07/01/94 04
532884 .0000 06/01/24 25
0 2.8750 06/01/95 06/01/95
687/728 2.6250 07/01/95 07/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1386573 5.7500 153,000.00 100
BENTLEY CHRISTOPH 5.7500 152,193.59 ZZ
806 ROSWELL COVE 5.5000 892.87 1
11.7500 892.87 80
HEATHROW FL 32746 11.5000 06/30/94 191,333.00
0380044553 .0000 08/01/94 00
SK1084 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
687/728 2.6250 08/01/95 08/01/95
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1386580 5.3750 77,900.00 100
MARTIN KEVIN 5.3750 77,459.61 ZZ
5618 ABERTON LANE 5.1250 436.22 1
11.3750 436.22 95
SPRING TX 77379 11.1250 06/24/94 82,000.00
0380042474 .0000 08/01/94 04
533114 .0000 07/01/24 25
0 2.8750 07/01/95 07/01/95
687/728 2.6250 08/01/95 08/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1386673 5.3750 248,900.00 100
JACKSON GARY 5.3750 247,144.03 ZZ
3648 ELDERBERRY PLACE 5.1250 1,393.77 1
11.3750 1,393.77 95
FAIRFAX VA 22033 11.1250 06/15/94 262,000.00
1646111 .0000 08/01/94 04
1646111 .0000 07/01/24 25
0 2.8750 07/01/95 07/01/95
447/447 2.6250 08/01/95 08/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1386679 6.3750 283,200.00 100
SNOW KERRY 6.3750 281,874.50 ZZ
3040 HOMESTEAD ROAD 6.1250 1,766.80 1
12.3750 1,766.80 80
PARK CITY UT 84060 12.1250 06/29/94 354,000.00
0380043860 .0000 08/01/94 00
3076171 .0000 07/01/24 0
0 2.7500 07/01/95 07/01/95
637/728 2.5000 08/01/95 08/01/95
45 4.3750 .0000 .0000
A 8.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386721 5.5000 300,000.00 100
LEWING DOUGLAS 5.5000 298,677.45 ZZ
1500 BROOKFIELD ROAD 5.2500 1,703.37 1
11.5000 1,703.37 89
YARDLEY PA 19067 11.2500 07/15/94 340,000.00
0380042920 .0000 09/01/94 04
5984687 .0000 08/01/24 17
0 2.8750 08/01/95 08/01/95
561/728 2.6250 09/01/95 09/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386737 5.5000 89,600.00 100
PAULSON MARTHA 5.5000 89,205.01 ZZ
7348 N CERRADA GUERRERO 5.2500 508.74 1
11.5000 508.74 80
TUCSON AZ 85704 11.2500 07/06/94 112,000.00
0380043217 .0000 09/01/94 00
2380418 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
638/728 2.6250 09/01/95 09/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386817 6.1250 47,600.00 100
MCMICHAEL PAUL 6.1250 47,413.53 T
303 FARLEY STREET 5.8750 289.22 1
12.1250 289.22 90
WAXAHACHIE TX 75165 11.8750 07/05/94 53,000.00
0380045501 .0000 09/01/94 10
147158 .0000 08/01/24 17
0 2.8750 08/01/95 08/01/95
028/728 2.6250 09/01/95 09/01/95
45 4.1250 .0000 .0000
A 8.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386838 5.2500 130,000.00 100
WINDISCH CARL 5.2500 129,247.84 ZZ
7782 CAMERON CIRCLE 5.0000 717.87 1
11.2500 717.87 95
FT MYERS FL 33912 11.0000 06/29/94 136,900.00
0380044819 .0000 08/01/94 04
4145934 .0000 07/01/24 25
0 2.8750 07/01/95 07/01/95
462/728 2.6250 08/01/95 08/01/95
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386848 6.5000 222,300.00 100
BURKHART RALPH 6.5000 221,037.15 ZZ
92 TADMUCK ROAD 6.2500 1,405.09 1
12.5000 1,405.09 95
WESTFORD MA 01886 12.2500 07/15/94 234,000.00
1683658 .0000 09/01/94 04
1683658 .0000 08/01/24 25
0 2.8750 08/01/95 08/01/95
447/447 2.6250 09/01/95 09/01/95
45 4.5000 .0000 .0000
A 8.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386851 6.0000 287,950.00 100
PAIVA FRANK 6.0000 286,502.30 ZZ
8816 207TH PLACE SW 5.7500 1,726.41 1
12.0000 1,726.41 80
EDMONDS WA 98020 11.7500 06/07/94 359,950.00
0380043969 .0000 08/01/94 00
1662575 .0000 07/01/24 0
0 2.7500 07/01/95 07/01/95
447/728 2.5000 08/01/95 08/01/95
45 4.0000 .0000 .0000
A 8.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386852 6.3750 215,000.00 100
CONNORS MICHAEL 6.3750 213,993.66 ZZ
1410 VIA NORTE 6.1250 1,341.33 1
12.3750 1,341.33 69
LAS CRUCES NM 88005 12.1250 07/01/94 315,000.00
0380044165 .0000 08/01/94 00
1666422 .0000 07/01/24 0
0 2.7500 07/01/95 07/01/95
447/728 2.5000 08/01/95 08/01/95
45 4.3750 .0000 .0000
A 8.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1386860 5.7500 128,850.00 100
MUNSEY THOMAS 5.7500 128,394.49 ZZ
831 GLACIER BAY SE 5.5000 751.93 1
11.7500 751.93 95
ALBUQUERQUE NM 87123 11.5000 08/03/94 135,665.00
0380050469 .0000 10/01/94 04
0862566 .0000 09/01/24 25
0 2.8750 09/01/95 09/01/95
047/728 2.6250 10/01/95 10/01/95
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1387110 6.6250 100,000.00 100
MASON DANIEL 6.6250 99,644.12 T
965 WEST BEACH BLVD #2801 6.3750 640.32 1
12.6250 640.32 72
GULF SHORES AL 36542 12.3750 07/05/94 139,900.00
0380044272 .0000 09/01/94 00
4299624 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
462/728 2.6250 09/01/95 09/01/95
45 4.6250 .0000 .0000
A 8.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 08 0 00/00/00
O .0000
1387118 7.2500 499,200.00 100
LUCCISANO VINCENT 7.2500 497,628.11 ZZ
156-40 89TH STREET 7.0000 3,405.43 1
13.2500 3,405.43 80
HOWARD BEACH NY 11414 13.0000 07/14/94 624,000.00
0380043944 .0000 09/01/94 00
94517 .0000 08/01/24 0
0 2.7500 08/01/95 08/01/95
A22/728 2.5000 09/01/95 09/01/95
45 5.2500 .0000 .0000
A 9.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 01 08/01/95
.0000 05 C 08/01/99
O .5000
1387126 5.7500 137,250.00 100
HOU ESTHER 5.7500 136,526.64 ZZ
615 STONEY SPRING DRIVE 5.5000 800.95 1
11.7500 800.95 75
BALTIMORE MD 21210 11.5000 06/08/94 183,000.00
0380049289 .0000 08/01/94 00
2437376 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
177/728 2.6250 08/01/95 08/01/95
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 01 07/01/95
.0000 09 E 07/01/99
O .6250
1387127 6.5000 800,000.00 100
DERDERIAN JR LEVON 6.5000 796,344.59 ZZ
861 SW BAY POINTE 6.2500 5,056.54 1
12.5000 5,056.54 64
PALM CITY FL 34990 12.2500 06/14/94 1,250,000.00
0380049107 .0000 08/01/94 00
4684214 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
177/728 2.6250 08/01/95 08/01/95
45 4.5000 .0000 .0000
A 8.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 01 07/01/95
.0000 03 E 07/01/99
O .6250
1387135 5.3750 55,000.00 100
CLARK DENNIS 5.3750 54,345.99 ZZ
530 CLEVELAND ST 5.1250 307.98 1
11.3750 307.98 76
MASURY OH 44438 11.1250 07/15/94 72,500.00
0380045519 .0000 09/01/94 00
1267175 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
687/728 2.6250 09/01/95 09/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1387137 6.1250 232,000.00 100
REA ERNEST 6.1250 230,860.98 ZZ
2422 PLEASANTVIEW 5.8750 1,409.66 1
12.1250 1,409.66 90
ROCHESTER HILL MI 48363 11.8750 06/10/94 257,800.00
0380049206 .0000 08/01/94 11
4684290 .0000 07/01/24 20
0 2.8750 07/01/95 07/01/95
177/728 2.6250 08/01/95 08/01/95
45 4.1250 .0000 .0000
A 8.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 07/01/95
.0000 05 E 07/01/99
O .6250
1387184 5.5000 171,500.00 100
SCHORR GARRY 5.5000 170,743.95 ZZ
1511 DONEGAL ROAD 5.2500 973.76 1
11.5000 973.76 90
BEL AIR MD 21014 11.2500 07/21/94 191,000.00
0380046061 .0000 09/01/94 11
1356861 .0000 08/01/24 20
0 2.8750 08/01/95 08/01/95
687/728 2.6250 09/01/95 09/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1387199 5.5000 143,300.00 100
HOFFMAN THOMAS 5.5000 142,508.48 ZZ
8320 N MILLER COURT 5.2500 813.65 1
11.5000 813.65 95
ARVADA CO 80005 11.2500 06/29/94 150,850.00
0380044421 .0000 08/01/94 04
3889920 .0000 07/01/24 25
0 2.8750 07/01/95 07/01/95
561/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1387221 6.8750 225,000.00 100
RANIERI RICHARD 6.8750 224,237.36 ZZ
277 CARDINAL DRIVE 6.6250 1,478.09 1
12.8750 1,478.09 80
BLOOMINGDALE IL 60108 12.6250 07/11/94 281,711.00
0380050675 .0000 09/01/94 00
1941178 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
664/728 2.6250 09/01/95 09/01/95
45 4.8750 .0000 .0000
A 8.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1387261 5.1250 98,000.00 100
SHELEHEDA MICHAEL 5.1250 97,536.81 ZZ
8 SILO MILL COURT 4.8750 533.60 1
11.1250 533.60 68
STERLING VA 20164 10.8750 07/18/94 145,000.00
0380044744 .0000 09/01/94 00
0694398 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
561/728 2.6250 09/01/95 09/01/95
45 3.1250 .0000 .0000
A 7.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1387300 5.5000 90,150.00 100
GLOVER FRANCES 5.5000 89,652.10 ZZ
609 EAST ROCKBOROUGH COURT 5.2500 511.86 1
11.5000 511.86 95
STONE MOUNTAIN GA 30083 11.2500 06/30/94 94,900.00
0380045915 .0000 08/01/94 04
353292 .0000 07/01/24 22
0 2.8750 07/01/95 07/01/95
514/728 2.6250 08/01/95 08/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1387329 5.8750 100,000.00 100
COLAO RAYMOND 5.8750 99,589.16 ZZ
6161 KENDRA WAY 5.6250 591.54 1
11.8750 591.54 61
CENTREVILLE VA 22020 11.6250 07/26/94 164,500.00
0380049677 .0000 09/01/94 00
330273 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
028/728 2.6250 09/01/95 09/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 09 0 00/00/00
O .0000
1387355 7.0000 291,500.00 100
DRUMMOND GERARD 7.0000 290,535.83 T
WEST OF MILEPOST 6 6.6250 1,939.36 1
PACIFIC HIGHWAY 13.0000 1,939.36 80
LONG BEACH WA 98631 12.6250 07/12/94 364,400.00
31952665 .0000 09/01/94 00
31952665 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
531/375 2.5000 09/01/95 09/01/95
45 5.0000 .0000 .0000
A 9.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 4 00 00/00/00
.0000 05 0 00/00/00
O .0000
1387363 6.3750 74,575.00 100
GANN DOUGLAS 6.3750 74,296.50 ZZ
1737 N OLD COLONY DRIVE 6.1250 465.25 1
12.3750 465.25 95
MESA AZ 85201 12.1250 07/26/94 78,500.00
0380046368 .0000 09/01/94 12
10842908 .0000 08/01/24 25
0 2.8750 08/01/95 08/01/95
047/728 2.6250 09/01/95 09/01/95
45 4.3750 .0000 .0000
A 8.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1387396 5.8750 69,150.00 100
FORTMAN MARJORIE 5.8750 68,865.91 ZZ
1603 BERRY ROSE COURT F 5.6250 409.05 1
11.8750 409.05 80
FREDERICK MD 21701 11.6250 07/22/94 86,450.00
0380049719 .0000 09/01/94 00
WF4464 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
687/728 2.6250 09/01/95 09/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
1387481 6.6250 168,000.00 100
PENOVICH PAUL 6.6250 167,402.15 ZZ
STEBBINS ROAD 6.3750 1,075.73 1
12.6250 1,075.73 70
MAHOPAC NY 10541 12.3750 07/29/94 240,000.00
445502 .0000 09/01/94 00
445502 .0000 08/01/24 0
0 2.7500 08/01/95 08/01/95
562/562 2.5000 09/01/95 09/01/95
45 4.6250 .0000 .0000
A 8.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1387493 5.5000 71,000.00 100
BAZAN SALLY 5.5000 70,607.80 ZZ
14180 GARFIELD AVE. 5.2500 403.14 1
11.5000 403.14 79
REDFORD MI 48239 11.2500 07/01/94 91,000.00
0380047523 .0000 08/01/94 00
940002382 .0000 07/01/24 0
0 2.7500 07/01/95 07/01/95
A06/728 2.5000 08/01/95 08/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 07/01/95
.0000 05 E 07/01/99
O .6250
1387524 6.0000 229,500.00 100
JACKSON TOMMY 6.0000 228,579.25 ZZ
10 PINCKNEY LANE 5.7500 1,375.97 1
12.0000 1,375.97 90
GEORGETOWN SC 29440 11.7500 07/29/94 255,000.00
0380048398 .0000 09/01/94 10
0881032 .0000 08/01/24 20
0 2.8750 08/01/95 08/01/95
047/728 2.6250 09/01/95 09/01/95
45 4.0000 .0000 .0000
A 8.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1387539 5.6250 154,000.00 100
FEINBERG JANET 5.6250 153,336.82 ZZ
10929 WICKSHIRE WAY 5.3750 886.51 1
11.6250 886.51 67
ROCKVILLE MD 20852 11.3750 07/29/94 230,000.00
0380048208 .0000 09/01/94 00
3013009 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
696/728 2.6250 09/01/95 09/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
1387728 5.8750 188,600.00 100
GORMLEY WILLIAM 5.8750 187,412.51 ZZ
307 FAIRWAYS DRIVE 5.6250 1,115.65 1
11.8750 1,115.65 95
VICKSBURG MS 39180 11.6250 07/08/94 198,600.00
0380056714 .0000 09/01/94 04
845016 .0000 08/01/24 25
0 2.7500 08/01/95 08/01/95
640/728 2.5000 09/01/95 09/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 08/01/95
.0000 05 E 08/01/99
O 1.1250
1387768 5.5000 136,500.00 100
SHERRILL KIMBERLY 5.5000 135,898.26 ZZ
1590 EAST DEER SHADOW LANE 5.2500 775.03 1
11.5000 775.03 75
TUCSON AZ 85737 11.2500 07/21/94 182,000.00
0380049222 .0000 09/01/94 00
2407641 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
638/728 2.6250 09/01/95 09/01/95
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1387823 5.7500 91,050.00 100
VILAGOS JR JOSEPH 5.7500 90,667.03 T
148 ROSE STREET 5.5000 531.34 1
11.7500 531.34 75
MOORESVILLE NC 28115 11.5000 07/29/94 121,465.00
0380051764 .0000 09/01/94 00
1345451 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
687/728 2.6250 09/01/95 09/01/95
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 08/01/95
.0000 05 D 08/01/99
O .6250
1387825 5.8750 109,350.00 100
MEFFORD JR FREDERICK 5.8750 108,900.75 ZZ
7991 S LAUDER ST 5.6250 646.85 1
11.8750 646.85 90
TUCSON AZ 85747 11.6250 07/22/94 121,500.00
0380049511 .0000 09/01/94 10
1271687 .0000 08/01/24 22
0 2.8750 08/01/95 08/01/95
687/728 2.6250 09/01/95 09/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1387868 6.8750 499,000.00 100
YEH H 6.8750 495,874.04 ZZ
10717 BALANTRE LANE 6.6250 3,278.07 1
12.8750 3,278.07 68
POTOMAC MD 20854 12.6250 06/13/94 740,000.00
0380048984 .0000 08/01/94 00
101462902 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
249/728 2.6250 08/01/95 08/01/95
45 4.8750 .0000 .0000
A 8.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1387871 6.7500 107,000.00 100
TONAZZI CARLOS 6.7500 106,534.17 ZZ
335 CAMBRIDGE DRIVE 6.5000 694.00 1
12.7500 694.00 62
FT LAUDERDALE FL 33326 12.5000 06/14/94 175,000.00
0380048489 .0000 08/01/94 00
151436120 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
249/728 2.6250 08/01/95 08/01/95
45 4.7500 .0000 .0000
A 8.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1387873 6.2500 140,000.00 100
SHOTWELL JOHN 6.2500 139,328.88 ZZ
44 HOMESTEAD CIRCLE 6.0000 862.00 1
12.2500 862.00 60
HAMILTON MA 01936 12.0000 06/15/94 236,000.00
0380048661 .0000 08/01/94 00
606041214 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
249/728 2.6250 08/01/95 08/01/95
45 4.2500 .0000 .0000
A 8.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1387876 6.5000 331,500.00 100
DRAKE NANCY 6.5000 330,291.49 ZZ
3 AVENIDA DE LA SCALA #3 6.2500 2,095.31 1
12.5000 2,095.31 70
SANTA FE NM 87501 12.2500 07/18/94 475,000.00
1702792 .0000 09/01/94 00
1702792 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
447/447 2.6250 09/01/95 09/01/95
45 4.5000 .0000 .0000
A 8.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 01 0 00/00/00
O .0000
1387901 5.7500 138,000.00 100
MILICH MICHAEL 5.7500 137,363.99 ZZ
2734 ALPINE DRIVE SE 5.5000 805.33 1
11.7500 805.33 95
AUBURN WA 98002 11.5000 07/25/94 145,800.00
0380050188 .0000 09/01/94 04
10844648 .0000 08/01/24 25
0 2.8750 08/01/95 08/01/95
047/728 2.6250 09/01/95 09/01/95
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1387933 6.2500 225,000.00 100
MONA TALAL 6.2500 224,356.18 ZZ
5890 CHRISTINA DRIVE 6.0000 1,385.37 1
12.2500 1,385.37 75
WEST BLOOMFIEL MI 48324 12.0000 08/02/94 300,000.00
0380049123 .0000 10/01/94 00
940003153 .0000 09/01/24 0
0 2.7500 09/01/95 09/01/95
A06/728 2.5000 10/01/95 10/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1387988 6.3750 310,000.00 100
PETRETTO MARY 6.3750 308,932.45 ZZ
1468 WEST STREET 6.1250 1,934.00 1
12.3750 1,934.00 68
GUILFORD CT 06437 12.1250 07/28/94 460,000.00
0380049495 .0000 10/01/94 00
185 .0000 09/01/24 0
0 2.8750 09/01/95 09/01/95
A48/728 2.6250 10/01/95 10/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1387996 6.0000 480,000.00 100
CHRISTIAN III JOHN 6.0000 477,586.74 ZZ
205 AMPTHILL ROAD 5.7500 2,877.85 1
12.0000 2,877.85 80
RICHMOND VA 23226 11.7500 06/27/94 600,000.00
0380049941 .0000 08/01/94 00
1660178 .0000 07/01/24 0
0 2.7500 07/01/95 07/01/95
447/728 2.5000 08/01/95 08/01/95
45 4.0000 .0000 .0000
A 8.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1387998 5.8750 98,100.00 100
STENNER JR CHARLES 5.8750 97,696.62 ZZ
710 SOUTH CHIMNEY CANYON DRIV 5.6250 580.30 1
11.8750 580.30 90
TUCSON AZ 85748 11.6250 07/22/94 109,000.00
0380050113 .0000 09/01/94 10
2421352 .0000 08/01/24 17
0 2.8750 08/01/95 08/01/95
638/728 2.6250 09/01/95 09/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1388019 6.6250 384,000.00 100
KRUTSCH JOHN 6.6250 382,633.54 ZZ
25699 W NORTH AVE 6.3750 2,458.80 1
12.6250 2,458.80 80
ANTIOCH IL 60002 12.3750 07/28/94 480,000.00
0380050634 .0000 09/01/94 00
1942176 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
664/728 2.6250 09/01/95 09/01/95
45 4.6250 .0000 .0000
A 8.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1388050 6.2500 300,000.00 100
BELL RICHARD 6.2500 298,852.48 ZZ
NORTH 675 REYNOLDS ROAD 6.0000 1,847.15 1
12.2500 1,847.15 71
COEUR D'ALENE ID 83814 12.0000 07/11/94 425,000.00
0380050121 .0000 09/01/94 00
32359610 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
531/728 2.6250 09/01/95 09/01/95
45 4.2500 .0000 .0000
A 8.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1388055 6.1250 94,900.00 100
MARR RONALD 6.1250 94,431.51 ZZ
2339 ALVARADO NE 5.8750 576.62 1
12.1250 576.62 95
ALBUQUERQUE NM 87110 11.8750 06/28/94 99,900.00
0380050253 .0000 08/01/94 04
371513114 .0000 07/01/24 22
0 2.7500 07/01/95 07/01/95
163/728 2.5000 08/01/95 08/01/95
45 4.1250 .0000 .0000
A 8.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1389314 5.7500 220,000.00 100
WIENKE BRUCE 5.7500 219,074.57 ZZ
24 VIA BRISA 5.5000 1,283.87 1
11.7500 1,283.87 80
SANTA FE NM 87501 11.5000 07/28/94 275,000.00
0380050360 .0000 09/01/94 00
1695948 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
447/728 2.6250 09/01/95 09/01/95
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1389408 6.8750 77,000.00 100
WALKER PHILLIP 6.8750 74,976.13 ZZ
2250 EAST LEE ROAD 6.6250 505.84 1
12.8750 505.84 54
SMYRNA GA 30080 12.6250 07/12/94 145,000.00
0380053323 .0000 09/01/94 00
15751010 .0000 08/01/24 0
0 3.0000 08/01/95 08/01/95
249/728 2.7500 09/01/95 09/01/95
45 4.8750 .0000 .0000
A 8.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 01 08/01/95
.0000 05 E 08/01/99
O 1.0000
1389416 5.6250 190,000.00 100
BARCELLONA BRUCE 5.6250 189,085.75 ZZ
204 SUMMER OAK TRAIL 5.3750 1,093.75 1
11.6250 1,093.75 95
MADISON MS 39110 11.3750 07/15/94 200,000.00
0380051145 .0000 09/01/94 04
844993 .0000 08/01/24 25
0 2.7500 08/01/95 08/01/95
640/728 2.5000 09/01/95 09/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 08/01/95
.0000 05 E 08/01/99
O 1.1250
1389478 6.5000 240,000.00 100
HELM MARK 6.5000 238,721.82 ZZ
5231 NORTH LAKEMONT LANE 6.2500 1,516.96 1
12.5000 1,516.96 74
BOISE ID 83703 12.2500 07/14/94 327,500.00
0380051806 .0000 09/01/94 00
32365471 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
531/728 2.6250 09/01/95 09/01/95
45 4.5000 .0000 .0000
A 8.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1389547 6.5000 242,525.00 100
MCGOLDRICK MARY 6.5000 241,640.89 ZZ
1673 SW MONTGOMERY DRIVE 6.2500 1,532.92 1
UNIT #B 12.5000 1,532.92 89
PORTLAND OR 97201 12.2500 07/19/94 272,500.00
0380054065 .0000 09/01/94 04
31962532 .0000 08/01/24 17
0 2.8750 08/01/95 08/01/95
531/728 2.6250 09/01/95 09/01/95
45 4.5000 .0000 .0000
A 8.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 09 0 00/00/00
O .0000
1389598 5.3750 87,850.00 100
FISHER JR HARRY 5.3750 87,252.69 ZZ
1430 LAKEVIEW PARKWAY 5.1250 491.94 1
11.3750 491.94 95
LOCUST GROVE VA 22508 11.1250 05/27/94 92,500.00
0380056920 .0000 07/01/94 12
287439660 .0000 06/01/24 25
0 2.9500 06/01/95 06/01/95
822/728 2.7000 07/01/95 07/01/95
45 3.3750 .0000 .0000
A 7.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1389603 6.3750 350,000.00 100
POTTER PETER 6.3750 348,028.99 ZZ
320 FRONTIER WAY 6.1250 2,183.54 1
12.3750 2,183.54 88
TEMPLETON CA 93465 12.1250 05/12/94 400,000.00
1628752 .0000 07/01/94 11
1628752 .0000 06/01/24 17
0 2.7500 06/01/95 06/01/95
447/447 2.5000 07/01/95 07/01/95
45 4.3750 .0000 .0000
A 8.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1389605 6.2500 141,250.00 100
THROUPE JR RONALD 6.2500 140,703.06 ZZ
1295 SE EARTHTONE COURT 6.0000 869.71 1
12.2500 869.71 95
PULLMAN WA 99163 12.0000 07/18/94 149,000.00
0380053596 .0000 09/01/94 11
1716420 .0000 08/01/24 25
0 2.8750 08/01/95 08/01/95
447/728 2.6250 09/01/95 09/01/95
45 4.2500 .0000 .0000
A 8.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1389615 5.7500 237,120.00 100
HURSH TERY 5.7500 235,870.22 ZZ
3250 HIGHWAY 278 5.5000 1,383.77 1
11.7500 1,383.77 65
DILLON MT 59725 11.5000 06/17/94 364,800.00
0380053893 .0000 08/01/94 00
1670588 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
447/728 2.6250 08/01/95 08/01/95
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1389664 5.8750 328,000.00 100
TERAMAE MARK 5.8750 326,652.52 ZZ
45-508 NAKULUAI STREET 5.6250 1,940.24 1
11.8750 1,940.24 88
KANEOHE HI 96744 11.6250 08/02/94 375,000.00
0380053828 .0000 09/01/94 10
68139 .0000 08/01/24 17
0 2.8750 08/01/95 08/01/95
353/728 2.6250 09/01/95 09/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1389666 5.1250 336,000.00 100
BRENNAN NEIL 5.1250 328,459.27 T
9 SEA WAY OLD MILL POINT 4.8750 1,829.48 1
11.1250 1,829.48 80
WEST HARWICH MA 02671 10.8750 06/16/94 420,000.00
0380054024 .0000 08/01/94 00
1924190 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
241/728 2.6250 08/01/95 08/01/95
45 3.1250 .0000 .0000
A 7.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1389673 6.8750 600,000.00 100
OLKOWSKI JOHN 6.8750 598,278.52 ZZ
54 LUMAHAI STREET 6.6250 3,941.57 1
12.8750 3,941.57 78
HONOLULU HI 96825 12.6250 08/02/94 770,000.00
0380053869 .0000 10/01/94 00
1940705633 .0000 09/01/24 0
0 2.8750 09/01/95 09/01/95
274/728 2.6250 10/01/95 10/01/95
45 4.8750 .0000 .0000
A 8.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1389681 6.3750 575,600.00 100
MASON BRIAN 6.3750 573,450.45 ZZ
5213 CORINTHIAN BAY DRIVE 6.1250 3,591.00 1
12.3750 3,591.00 75
PLANO TX 75093 12.1250 07/27/94 767,500.00
0380053349 .0000 09/01/94 00
3169778 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
180/728 2.6250 09/01/95 09/01/95
45 4.3750 .0000 .0000
A 8.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1389711 5.1250 135,800.00 100
BRENNAN NEIL 5.1250 133,786.46 ZZ
10400 PAWNEE LANE 4.8750 739.42 1
11.1250 739.42 70
LEAWOOD KS 66206 10.8750 06/10/94 194,000.00
0380054321 .0000 08/01/94 00
1924182 .0000 07/01/24 0
0 2.8750 07/01/95 07/01/95
241/728 2.6250 08/01/95 08/01/95
45 3.1250 .0000 .0000
A 7.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 03 0 00/00/00
O .0000
1389715 5.8750 350,000.00 100
DE MARCO EUGENE 5.8750 348,198.19 ZZ
4481 EAST SUNSET DRIVE 5.6250 2,070.39 1
11.8750 2,070.39 84
PHOENIX AZ 85028 11.6250 06/17/94 417,000.00
0380054438 .0000 08/01/94 04
94052699 .0000 07/01/24 17
0 2.8750 07/01/95 07/01/95
429/728 2.6250 08/01/95 08/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1389741 5.8750 115,852.00 100
DRAIN DEBORAH 5.8750 115,495.90 ZZ
919 128TH STREET COURT EAST 5.6250 685.31 1
11.8750 685.31 95
TACOMA WA 98445 11.6250 08/12/94 121,950.00
0380054362 .0000 10/01/94 01
10835493 .0000 09/01/24 25
0 2.8750 09/01/95 09/01/95
047/728 2.6250 10/01/95 10/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1389757 6.1250 110,400.00 100
SON YOUNG 6.1250 109,966.70 ZZ
216 SHAWNEE TRAIL 5.8750 670.81 1
12.1250 670.81 60
AURORA OH 44202 11.8750 07/29/94 184,000.00
0380054339 .0000 09/01/94 00
94076283 .0000 08/01/24 0
0 2.8750 08/01/95 08/01/95
429/728 2.6250 09/01/95 09/01/95
45 4.1250 .0000 .0000
A 8.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1389760 6.1250 295,500.00 100
PROPER JERRY 6.1250 294,633.97 ZZ
37 PINE HILL ROAD 5.8750 1,795.49 1
12.1250 1,795.49 70
SOUTHBOROUGH MA 01772 11.8750 08/05/94 428,000.00
0380054636 .0000 10/01/94 00
94076415 .0000 09/01/24 0
0 2.8750 09/01/95 09/01/95
429/728 2.6250 10/01/95 10/01/95
45 4.1250 .0000 .0000
A 8.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1389809 5.8750 445,000.00 100
O'CONNOR DAVID 5.8750 441,307.64 ZZ
13617 KICKAPOO TRAIL 5.6250 2,632.34 1
11.8750 2,632.34 69
LOCKPORT IL 60441 11.6250 03/23/94 650,000.00
0380057100 .0000 05/01/94 00
3084698 .0000 04/01/24 0
0 2.8750 04/01/95 04/01/95
177/728 2.6250 05/01/95 05/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1389896 6.2500 273,150.00 100
SLATE EDWARD 6.2500 272,368.43 ZZ
2642 LACLEDE AVENUE 6.0000 1,681.83 1
12.2500 1,681.83 90
RICHMOND VA 23233 12.0000 08/09/94 303,500.00
0380054610 .0000 10/01/94 04
6174908 .0000 09/01/24 17
0 2.6250 09/01/95 09/01/95
372/728 2.3750 10/01/95 10/01/95
45 4.2500 .0000 .0000
A 8.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 09/01/95
.0000 03 E 09/01/99
O 1.5000
1389904 5.8750 152,000.00 100
DOLAN JOSEPH 5.8750 151,216.94 ZZ
7108 NORTH 15TH PLACE 5.6250 899.14 1
11.8750 899.14 95
PHOENIX AZ 85020 11.6250 06/24/94 160,000.00
0380054982 .0000 08/01/94 04
94050734 .0000 07/01/24 25
0 2.8750 07/01/95 07/01/95
429/728 2.6250 08/01/95 08/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1389925 6.0000 211,850.00 100
LANEY SEAN 6.0000 211,000.06 ZZ
8960 EASTERLING DRIVE 5.7500 1,270.15 1
12.0000 1,270.15 95
ORLANDO FL 32819 11.7500 07/15/94 223,000.00
1675840 .0000 09/01/94 11
1675840 .0000 08/01/24 25
0 2.8750 08/01/95 08/01/95
447/447 2.6250 09/01/95 09/01/95
45 4.0000 .0000 .0000
A 8.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1389940 5.6250 101,650.00 100
JONES JEFFREY 5.6250 101,212.22 ZZ
2124 GRAND AVENUE 5.3750 585.16 1
11.6250 585.16 95
EVERETT WA 98201 11.3750 07/07/94 107,000.00
0380055195 .0000 09/01/94 04
1604507 .0000 08/01/24 25
0 2.8750 08/01/95 08/01/95
447/728 2.6250 09/01/95 09/01/95
45 3.6250 .0000 .0000
A 7.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1389954 5.8750 284,000.00 100
LOW J 5.8750 283,127.08 ZZ
30 GRIFFITHS SPRING 5.6250 1,679.97 1
11.8750 1,679.97 78
FLAGSTAFF AZ 86001 11.6250 08/02/94 365,770.00
0380055237 .0000 10/01/94 00
1563159 .0000 09/01/24 0
0 2.8750 09/01/95 09/01/95
447/728 2.6250 10/01/95 10/01/95
45 3.8750 .0000 .0000
A 7.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 4 00 00/00/00
.0000 03 0 00/00/00
O .0000
1390088 5.5000 142,000.00 100
DRUMMOND MARLON 5.5000 141,374.01 ZZ
46 CROYDON DRIVE 5.2500 806.26 1
11.5000 806.26 95
BLOOMFIELD CT 06002 11.2500 07/29/94 150,000.00
221524812 .0000 09/01/94 04
410777341 .0000 08/01/24 30
0 2.8750 08/01/95 08/01/95
560/728 2.6250 09/01/95 09/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 08/01/95
.0000 05 E 08/01/99
O 1.1250
1390092 5.5000 81,700.00 100
VAN ETTEN CRAIG 5.5000 81,339.85 ZZ
510 GRANDVIEW ROAD 5.2500 463.88 1
11.5000 463.88 95
BETHLEHEM PA 18018 11.2500 07/21/94 86,000.00
221515893 .0000 09/01/94 04
412116421 .0000 08/01/24 30
0 2.8750 08/01/95 08/01/95
560/728 2.6250 09/01/95 09/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 08/01/95
.0000 07 E 08/01/99
O .6250
1390098 5.5000 150,000.00 100
TAYLOR ALLEN 5.5000 149,338.75 ZZ
1205 NOTTINGHAM DRIVE 5.2500 851.68 1
11.5000 851.68 95
CARY NC 27511 11.2500 07/29/94 157,900.00
221525660 .0000 09/01/94 04
415903591 .0000 08/01/24 30
0 2.6250 08/01/95 08/01/95
560/728 2.3750 09/01/95 09/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 08/01/95
.0000 05 E 08/01/99
O 1.1250
1390101 5.5000 192,350.00 100
CHEVERTON RUSSELL 5.5000 191,455.05 ZZ
31 MCGREEVEY DRIVE 5.2500 1,092.14 1
11.5000 1,092.14 95
MANASGUAN NJ 08736 11.2500 07/08/94 202,500.00
221508526 .0000 09/01/94 04
483408921 .0000 08/01/24 30
0 2.8750 08/01/95 08/01/95
560/728 2.6250 09/01/95 09/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1390102 5.5000 115,900.00 100
RHOADS MICHAEL 5.5000 115,389.06 ZZ
1453 ASHSTONE STREET 5.2500 658.07 1
11.5000 658.07 95
GERMANTOWN TN 38138 11.2500 07/29/94 122,000.00
221531536 .0000 09/01/94 04
184394961 .0000 08/01/24 30
0 2.6250 08/01/95 08/01/95
560/728 2.3750 09/01/95 09/01/95
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 08/01/95
.0000 05 E 08/01/99
O 1.1250
1390158 5.7500 91,200.00 100
NICHOLS ROBERT 5.7500 90,816.37 ZZ
507 ECHO SPRINGS ROAD 5.5000 532.22 1
11.7500 532.22 95
KNOXVILLE TN 37923 11.5000 08/01/94 96,000.00
0380056771 .0000 09/01/94 04
774067 .0000 08/01/24 25
0 2.7500 08/01/95 08/01/95
640/728 2.5000 09/01/95 09/01/95
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 01 08/01/95
.0000 05 E 08/01/99
O 1.1250
1390277 6.5000 69,800.00 100
ALLEY CARL 6.5000 69,609.65 ZZ
337 RIMROCK CIRCLE 6.2500 441.19 1
12.5000 441.19 95
PRESCOTT AZ 86303 12.2500 08/11/94 73,500.00
0380056698 .0000 10/01/94 04
2033013261 .0000 09/01/24 25
0 2.7500 09/01/95 09/01/95
324/728 2.5000 10/01/95 10/01/95
45 4.5000 .0000 .0000
A 8.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1390412 6.5000 85,500.00 100
BUTLER JEANIE 6.5000 85,099.39 ZZ
9408 NE 67TH STREET 6.2500 540.42 1
12.5000 540.42 95
VANCOUVER WA 98662 12.2500 07/19/94 90,000.00
0380059726 .0000 09/01/94 10
2094010192 .0000 08/01/24 25
0 2.8750 08/01/95 08/01/95
862/728 2.6250 09/01/95 09/01/95
45 4.5000 .0000 .0000
A 8.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1393141 4.9900 133,450.00 100
JOHNSON MARY 4.9900 133,128.03 ZZ
781 BRADFORD TERRACE 4.7400 715.58 1
10.9900 715.58 95
WEST CHESTER PA 19382 10.7400 09/16/94 140,500.00
0380067265 .0000 11/01/94 14
94076904 .0000 10/01/24 25
0 2.8750 10/01/95 10/01/95
429/728 2.6250 11/01/95 11/01/95
45 2.9900 .0000 .0000
A 6.9900 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1393256 4.9900 94,500.00 100
GRISTE FREDRIC 4.9900 94,272.01 ZZ
306 SNOWDON COURT 4.7400 506.72 1
10.9900 506.72 95
EXTON PA 19341 10.7400 09/23/94 99,500.00
0380067117 .0000 11/01/94 14
94076486 .0000 10/01/24 25
0 2.8750 10/01/95 10/01/95
429/728 2.6250 11/01/95 11/01/95
45 2.9900 .0000 .0000
A 6.9900 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 09 0 00/00/00
O .0000
1394834 8.0000 487,500.00 100
LIFTON DONALD 8.0000 468,515.46 ZZ
1198 CHARRINGTON 7.6250 3,577.10 1
14.0000 3,243.98 75
BIRMINGHAM MI 48010 13.6250 04/22/91 650,000.00
1385194 .0000 06/01/91 00
1385194 .0000 05/01/21 0
0 2.7500 05/01/92 05/01/95
177/177 2.3750 06/01/92 06/01/95
45 6.0000 .0000 .0000
A 10.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
TOTAL NUMBER OF LOANS : 414
TOTAL ORIGINAL BALANCE : 108,658,722.00
TOTAL PRINCIPAL BALANCE : 107,242,895.81
TOTAL ORIGINAL P+I : 630,770.64
TOTAL CURRENT P+I : 635,909.01
***************************
* END OF REPORT *
***************************
<PAGE>
RUN ON : 12/21/94 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 14.06.54 ARM PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1994-S20 CUTOFF : 12/01/94
POOL : 0004163
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE RFC NET CEILING(MX RFC NET RT)
PRINCIPAL BALANCE MSTR SERV FEE MAX NET MTG RT(MAX INV RT)
CURR NOTE RATE ALL EXP MAX POST STRIP RATE
RFC NET RATE MISC EXP INV RATE MARGIN
NET MTG RATE(INVSTR RATE) SPREAD POST STRIP MARGIN
POST STRIP RATE STRIP
- -------------------------------------------------------------------------------
1207659 .3750 13.6250
786,316.68 .0800 13.5450
8.2500 .0000 13.5450
7.8750 .0000 2.2950
7.7950 .0000 2.2950
7.7950 .0000
1258995 .2500 13.1250
106,018.29 .0800 13.0450
7.8750 .0000 13.0450
7.6250 .0000 2.2950
7.5450 .0000 2.2950
7.5450 .0000
1259034 .2500 14.1250
145,950.64 .0800 14.0450
6.5000 .0000 14.0450
6.2500 .0000 2.2950
6.1700 .0000 2.2950
6.1700 .0000
1259090 .3750 13.8750
278,494.90 .0800 13.7950
6.2500 .0000 13.7950
5.8750 .0000 2.2950
5.7950 .0000 2.2950
5.7950 .0000
1259091 .3750 13.8750
200,942.35 .0800 13.7950
6.3750 .0000 13.7950
6.0000 .0000 2.2950
5.9200 .0000 2.2950
5.9200 .0000
1259125 .3750 15.3750
270,516.55 .0800 15.2950
7.5000 .0000 15.2950
7.1250 .0000 2.2950
7.0450 .0000 2.2950
7.0450 .0000
1259152 .3750 15.2500
43,783.52 .0800 15.1700
8.1250 .0000 15.1700
7.7500 .0000 2.2950
7.6700 .0000 2.2950
7.6700 .0000
1259155 .3750 15.5000
286,034.33 .0800 15.4200
8.1250 .0000 15.4200
7.7500 .0000 2.2950
7.6700 .0000 2.2950
7.6700 .0000
1303638 .2500 11.3750
310,882.93 .0800 11.2950
8.0000 .0000 11.2950
7.7500 .0000 2.2950
7.6700 .0000 2.2950
7.6700 .0000
1349297 .2500 10.8750
257,498.47 .0800 10.7950
7.1250 .0000 10.7950
6.8750 .0000 2.4200
6.7950 .0000 2.4200
6.7950 .0000
1353643 .2500 11.2500
265,599.55 .0800 11.1700
7.5000 .0000 11.1700
7.2500 .0000 2.5450
7.1700 .0000 2.5450
7.1700 .0000
1359322 .2500 10.6250
236,415.77 .0800 10.5450
4.8750 .0000 10.5450
4.6250 .0000 2.5450
4.5450 .0000 2.5450
4.5450 .0000
1359496 .3750 11.1250
319,390.75 .0800 11.0450
5.5000 .0000 11.0450
5.1250 .0000 2.4200
5.0450 .0000 2.4200
5.0450 .0000
1360562 .2500 11.2500
939,384.55 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.4200
5.1700 .0000 2.4200
5.1700 .0000
1364300 .3750 10.1250
155,175.29 .0800 10.0450
4.5000 .0000 10.0450
4.1250 .0000 2.5450
4.0450 .0000 2.5450
4.0450 .0000
1364340 .2500 11.2500
945,564.79 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.4200
5.1700 .0000 2.4200
5.1700 .0000
1364396 .2500 10.7500
381,755.59 .0800 10.6700
5.0000 .0000 10.6700
4.7500 .0000 2.5450
4.6700 .0000 2.5450
4.6700 .0000
1364480 .3750 10.1250
257,365.88 .0800 10.0450
4.5000 .0000 10.0450
4.1250 .0000 2.5450
4.0450 .0000 2.5450
4.0450 .0000
1364502 .2500 11.1250
909,480.65 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1364613 .3750 10.1250
305,916.99 .0800 10.0450
4.5000 .0000 10.0450
4.1250 .0000 2.4200
4.0450 .0000 2.4200
4.0450 .0000
1365720 .2500 11.1250
210,861.13 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1366112 .2500 10.5000
214,436.20 .0800 10.4200
6.7500 .0000 10.4200
6.5000 .0000 2.5450
6.4200 .0000 2.5450
6.4200 .0000
1367277 .2500 10.6250
246,330.28 .0800 10.5450
4.8750 .0000 10.5450
4.6250 .0000 2.5450
4.5450 .0000 2.5450
4.5450 .0000
1368397 .2500 10.8750
301,074.58 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.4200
4.7950 .0000 2.4200
4.7950 .0000
1368409 .2500 10.5000
204,618.62 .0800 10.4200
4.7500 .0000 10.4200
4.5000 .0000 2.5450
4.4200 .0000 2.5450
4.4200 .0000
1368597 .3750 10.1250
211,325.25 .0800 10.0450
6.5000 .0000 10.0450
6.1250 .0000 2.4200
6.0450 .0000 2.4200
6.0450 .0000
1368769 .3750 10.5000
252,629.60 .0800 10.4200
6.8750 .0000 10.4200
6.5000 .0000 2.2950
6.4200 .0000 2.2950
6.4200 .0000
1368806 .2500 11.0000
574,896.15 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1368821 .2500 10.6250
222,182.30 .0800 10.5450
4.8750 .0000 10.5450
4.6250 .0000 2.5450
4.5450 .0000 2.5450
4.5450 .0000
1369021 .3750 10.1250
239,088.47 .0800 10.0450
4.5000 .0000 10.0450
4.1250 .0000 2.4200
4.0450 .0000 2.4200
4.0450 .0000
1369167 .3750 10.8750
474,957.17 .0800 10.7950
5.2500 .0000 10.7950
4.8750 .0000 2.4200
4.7950 .0000 2.4200
4.7950 .0000
1369241 .2500 10.3750
244,094.01 .0800 10.2950
4.6250 .0000 10.2950
4.3750 .0000 2.5450
4.2950 .0000 2.5450
4.2950 .0000
1369264 .3750 10.1250
229,610.17 .0800 10.0450
4.5000 .0000 10.0450
4.1250 .0000 2.4200
4.0450 .0000 2.4200
4.0450 .0000
1369324 .3750 10.8750
347,213.45 .0800 10.7950
5.2500 .0000 10.7950
4.8750 .0000 2.5450
4.7950 .0000 2.5450
4.7950 .0000
1369350 .3750 11.1250
586,060.14 .0800 11.0450
5.5000 .0000 11.0450
5.1250 .0000 2.4200
5.0450 .0000 2.4200
5.0450 .0000
1369379 .2500 11.2500
325,203.95 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1369382 .2500 10.5000
229,028.58 .0800 10.4200
4.7500 .0000 10.4200
4.5000 .0000 2.5450
4.4200 .0000 2.5450
4.4200 .0000
1369635 .3750 10.3750
257,008.84 .0800 10.2950
4.7500 .0000 10.2950
4.3750 .0000 2.4200
4.2950 .0000 2.4200
4.2950 .0000
1369822 .2500 10.6250
295,636.84 .0800 10.5450
4.8750 .0000 10.5450
4.6250 .0000 2.5450
4.5450 .0000 2.5450
4.5450 .0000
1369893 .3750 10.8750
404,592.69 .0800 10.7950
5.2500 .0000 10.7950
4.8750 .0000 2.5450
4.7950 .0000 2.5450
4.7950 .0000
1370243 .3750 10.6250
296,327.06 .0800 10.5450
5.0000 .0000 10.5450
4.6250 .0000 2.5450
4.5450 .0000 2.5450
4.5450 .0000
1370247 .2500 10.2500
217,573.76 .0800 10.1700
4.5000 .0000 10.1700
4.2500 .0000 2.5450
4.1700 .0000 2.5450
4.1700 .0000
1370271 .2500 10.6250
677,295.24 .0800 10.5450
4.8750 .0000 10.5450
4.6250 .0000 2.5450
4.5450 .0000 2.5450
4.5450 .0000
1370281 .2500 10.6250
215,211.69 .0800 10.5450
4.8750 .0000 10.5450
4.6250 .0000 2.5450
4.5450 .0000 2.5450
4.5450 .0000
1370589 .3750 10.2500
491,365.56 .0800 10.1700
6.7500 .0000 10.1700
6.3750 .0000 2.2950
6.2950 .0000 2.2950
6.2950 .0000
1370591 .3750 10.2500
470,455.09 .0800 10.1700
6.8000 .0000 10.1700
6.4250 .0000 2.2950
6.3450 .0000 2.2950
6.3450 .0000
1370614 .2500 11.1250
744,773.74 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1370624 .2500 10.7500
287,998.02 .0800 10.6700
5.0000 .0000 10.6700
4.7500 .0000 2.5450
4.6700 .0000 2.5450
4.6700 .0000
1370702 .3750 10.8750
221,639.54 .0800 10.7950
7.2500 .0000 10.7950
6.8750 .0000 2.2950
6.7950 .0000 2.2950
6.7950 .0000
1370910 .2500 11.0000
494,747.06 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.4200
4.9200 .0000 2.4200
4.9200 .0000
1370999 .2500 10.5000
377,368.53 .0800 10.4200
6.7500 .0000 10.4200
6.5000 .0000 2.5450
6.4200 .0000 2.5450
6.4200 .0000
1371184 .3750 11.0000
561,178.30 .0800 10.9200
5.3750 .0000 10.9200
5.0000 .0000 2.4200
4.9200 .0000 2.4200
4.9200 .0000
1371341 .2500 11.2500
692,976.52 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1371436 .3750 10.3750
213,233.46 .0800 10.2950
4.7500 .0000 10.2950
4.3750 .0000 2.4200
4.2950 .0000 2.4200
4.2950 .0000
1371475 .3750 10.3750
251,473.32 .0800 10.2950
4.7500 .0000 10.2950
4.3750 .0000 2.2950
4.2950 .0000 2.2950
4.2950 .0000
1371529 .2500 10.3750
197,380.42 .0800 10.2950
4.6250 .0000 10.2950
4.3750 .0000 2.5450
4.2950 .0000 2.5450
4.2950 .0000
1371535 .3750 11.1250
754,397.62 .0800 11.0450
6.9500 .0000 11.0450
6.5750 .0000 2.5450
6.4950 .0000 2.5450
6.4950 .0000
1371545 .3750 11.1250
456,861.29 .0800 11.0450
7.5000 .0000 11.0450
7.1250 .0000 2.4200
7.0450 .0000 2.4200
7.0450 .0000
1371546 .3750 10.0000
355,000.23 .0800 9.9200
6.7500 .0000 9.9200
6.3750 .0000 2.4200
6.2950 .0000 2.4200
6.2950 .0000
1371606 .3750 10.5750
738,093.85 .0800 10.4950
7.5000 .0000 10.4950
7.1250 .0000 2.4200
7.0450 .0000 2.4200
7.0450 .0000
1371716 .2500 10.1250
303,844.59 .0800 10.0450
4.3750 .0000 10.0450
4.1250 .0000 2.5450
4.0450 .0000 2.5450
4.0450 .0000
1371814 .3750 11.0000
244,380.05 .0800 10.9200
5.3750 .0000 10.9200
5.0000 .0000 2.2950
4.9200 .0000 2.2950
4.9200 .0000
1372191 .3750 11.0000
226,381.66 .0800 10.9200
5.3750 .0000 10.9200
5.0000 .0000 2.4200
4.9200 .0000 2.4200
4.9200 .0000
1372271 .2500 10.5000
435,944.08 .0800 10.4200
4.7500 .0000 10.4200
4.5000 .0000 2.4200
4.4200 .0000 2.4200
4.4200 .0000
1372349 .2500 10.8750
593,550.84 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.5450
4.7950 .0000 2.5450
4.7950 .0000
1372363 .2500 10.6250
298,688.75 .0800 10.5450
4.8750 .0000 10.5450
4.6250 .0000 2.5450
4.5450 .0000 2.5450
4.5450 .0000
1372533 .2500 10.2500
320,677.52 .0800 10.1700
4.5000 .0000 10.1700
4.2500 .0000 2.5450
4.1700 .0000 2.5450
4.1700 .0000
1372551 .2500 10.0000
261,487.53 .0800 9.9200
4.2500 .0000 9.9200
4.0000 .0000 2.5450
3.9200 .0000 2.5450
3.9200 .0000
1372702 .3750 10.5000
218,514.15 .0800 10.4200
4.8750 .0000 10.4200
4.5000 .0000 2.5450
4.4200 .0000 2.5450
4.4200 .0000
1372775 .2500 10.6250
225,230.08 .0800 10.5450
4.8750 .0000 10.5450
4.6250 .0000 2.5450
4.5450 .0000 2.5450
4.5450 .0000
1372780 .2500 10.7500
277,268.87 .0800 10.6700
5.0000 .0000 10.6700
4.7500 .0000 2.5450
4.6700 .0000 2.5450
4.6700 .0000
1372821 .3750 10.1250
106,048.52 .0800 10.0450
4.5000 .0000 10.0450
4.1250 .0000 2.5450
4.0450 .0000 2.5450
4.0450 .0000
1373638 .2500 11.2500
337,083.50 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1373807 .2500 10.8750
261,162.31 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.5450
4.7950 .0000 2.5450
4.7950 .0000
1374483 .2500 10.3750
282,635.12 .0800 10.2950
4.6250 .0000 10.2950
4.3750 .0000 2.5450
4.2950 .0000 2.5450
4.2950 .0000
1374492 .2500 11.2500
356,796.57 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.4200
5.1700 .0000 2.4200
5.1700 .0000
1374499 .2500 10.7500
257,463.98 .0800 10.6700
5.0000 .0000 10.6700
4.7500 .0000 2.5450
4.6700 .0000 2.5450
4.6700 .0000
1374637 .2500 11.0000
120,718.28 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1374774 .2500 10.6250
372,265.19 .0800 10.5450
4.8750 .0000 10.5450
4.6250 .0000 2.4200
4.5450 .0000 2.4200
4.5450 .0000
1374959 .2500 10.6250
304,142.92 .0800 10.5450
4.8750 .0000 10.5450
4.6250 .0000 2.5450
4.5450 .0000 2.5450
4.5450 .0000
1374971 .2500 11.2500
393,016.60 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1374980 .2500 11.0000
566,670.04 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1375017 .2500 10.8750
280,301.89 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.4200
4.7950 .0000 2.4200
4.7950 .0000
1375094 .2500 11.0000
261,899.81 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1375121 .2500 11.2500
231,652.13 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.4200
5.1700 .0000 2.4200
5.1700 .0000
1375178 .3750 11.0000
204,874.64 .0800 10.9200
5.3750 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1375210 .3750 10.8750
495,932.28 .0800 10.7950
5.2500 .0000 10.7950
4.8750 .0000 2.5450
4.7950 .0000 2.5450
4.7950 .0000
1375292 .2500 10.8750
214,766.41 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.4200
4.7950 .0000 2.4200
4.7950 .0000
1375477 .2500 10.8750
302,092.12 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.5450
4.7950 .0000 2.5450
4.7950 .0000
1375479 .2500 10.8750
643,620.63 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.5450
4.7950 .0000 2.5450
4.7950 .0000
1375509 .5000 11.1250
430,735.22 .0800 11.0450
5.6250 .0000 11.0450
5.1250 .0000 2.4200
5.0450 .0000 2.4200
5.0450 .0000
1375530 .2500 10.7500
338,239.30 .0800 10.6700
5.0000 .0000 10.6700
4.7500 .0000 2.4200
4.6700 .0000 2.4200
4.6700 .0000
1375642 .2500 11.0000
280,895.99 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1375809 .2500 10.7500
203,198.51 .0800 10.6700
5.0000 .0000 10.6700
4.7500 .0000 2.5450
4.6700 .0000 2.5450
4.6700 .0000
1375836 .3750 10.3750
222,485.67 .0800 10.2950
4.7500 .0000 10.2950
4.3750 .0000 2.2950
4.2950 .0000 2.2950
4.2950 .0000
1375852 .3750 11.1250
248,580.55 .0800 11.0450
5.5000 .0000 11.0450
5.1250 .0000 2.4200
5.0450 .0000 2.4200
5.0450 .0000
1375899 .2500 11.1250
211,555.30 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1375901 .2500 10.8750
248,477.61 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.5450
4.7950 .0000 2.5450
4.7950 .0000
1375912 .2500 11.0000
368,533.67 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1375916 .2500 11.0000
339,395.40 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1375952 .3750 10.3750
268,448.83 .0800 10.2950
4.7500 .0000 10.2950
4.3750 .0000 2.2950
4.2950 .0000 2.2950
4.2950 .0000
1376042 .3750 10.7500
224,114.84 .0800 10.6700
5.1250 .0000 10.6700
4.7500 .0000 2.5450
4.6700 .0000 2.5450
4.6700 .0000
1376131 .3750 10.5000
262,019.27 .0800 10.4200
4.8750 .0000 10.4200
4.5000 .0000 2.2950
4.4200 .0000 2.2950
4.4200 .0000
1376132 .3750 10.5000
228,401.76 .0800 10.4200
4.8750 .0000 10.4200
4.5000 .0000 2.2950
4.4200 .0000 2.2950
4.4200 .0000
1376135 .2500 10.2500
332,945.56 .0800 10.1700
4.5000 .0000 10.1700
4.2500 .0000 2.4200
4.1700 .0000 2.4200
4.1700 .0000
1376213 .3750 10.5000
495,070.60 .0800 10.4200
4.8750 .0000 10.4200
4.5000 .0000 2.2950
4.4200 .0000 2.2950
4.4200 .0000
1376216 .3750 10.1250
217,053.51 .0800 10.0450
4.5000 .0000 10.0450
4.1250 .0000 2.2950
4.0450 .0000 2.2950
4.0450 .0000
1376231 .3750 11.0000
245,164.34 .0800 10.9200
5.3750 .0000 10.9200
5.0000 .0000 2.2950
4.9200 .0000 2.2950
4.9200 .0000
1376238 .3750 10.5000
201,381.24 .0800 10.4200
4.8750 .0000 10.4200
4.5000 .0000 2.2950
4.4200 .0000 2.2950
4.4200 .0000
1376320 .2500 11.1250
205,806.20 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1376353 .3750 11.2500
614,798.31 .0800 11.1700
5.6250 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1376365 .2500 11.2500
267,290.85 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1376866 .2500 10.7500
79,120.69 .0800 10.6700
5.0000 .0000 10.6700
4.7500 .0000 2.5450
4.6700 .0000 2.5450
4.6700 .0000
1376962 .2500 11.0000
339,217.66 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1377191 .2500 11.0000
341,039.07 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1377318 .3750 11.1250
287,253.90 .0800 11.0450
5.5000 .0000 11.0450
5.1250 .0000 2.2950
5.0450 .0000 2.2950
5.0450 .0000
1377319 .3750 11.1250
227,692.24 .0800 11.0450
5.5000 .0000 11.0450
5.1250 .0000 2.2950
5.0450 .0000 2.2950
5.0450 .0000
1377566 .2500 11.2500
77,691.75 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1378351 .3750 10.6250
280,877.09 .0800 10.5450
5.0000 .0000 10.5450
4.6250 .0000 2.2950
4.5450 .0000 2.2950
4.5450 .0000
1378352 .3750 10.5000
218,699.37 .0800 10.4200
4.8750 .0000 10.4200
4.5000 .0000 2.2950
4.4200 .0000 2.2950
4.4200 .0000
1378608 .2500 11.2500
318,623.43 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1378614 .2500 10.8750
207,061.88 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.5450
4.7950 .0000 2.5450
4.7950 .0000
1378678 .3750 11.0000
911,622.30 .0800 10.9200
5.3750 .0000 10.9200
5.0000 .0000 2.2950
4.9200 .0000 2.2950
4.9200 .0000
1378679 .3750 11.2500
289,956.94 .0800 11.1700
5.6250 .0000 11.1700
5.2500 .0000 2.2950
5.1700 .0000 2.2950
5.1700 .0000
1378682 .3750 10.1250
259,597.26 .0800 10.0450
4.5000 .0000 10.0450
4.1250 .0000 2.2950
4.0450 .0000 2.2950
4.0450 .0000
1378684 .3750 11.2500
269,635.16 .0800 11.1700
5.6250 .0000 11.1700
5.2500 .0000 2.2950
5.1700 .0000 2.2950
5.1700 .0000
1378757 .2500 11.0000
424,011.89 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1378761 .3750 11.2500
342,991.83 .0800 11.1700
5.6250 .0000 11.1700
5.2500 .0000 2.2950
5.1700 .0000 2.2950
5.1700 .0000
1378774 .3750 10.7500
216,677.50 .0800 10.6700
5.1250 .0000 10.6700
4.7500 .0000 2.4200
4.6700 .0000 2.4200
4.6700 .0000
1378978 .2500 11.1250
125,348.09 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1379003 .2500 10.7500
133,683.23 .0800 10.6700
5.0000 .0000 10.6700
4.7500 .0000 2.4200
4.6700 .0000 2.4200
4.6700 .0000
1379005 .2500 11.2500
245,297.66 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.4200
5.1700 .0000 2.4200
5.1700 .0000
1379068 .2500 10.7500
238,011.25 .0800 10.6700
5.0000 .0000 10.6700
4.7500 .0000 2.5450
4.6700 .0000 2.5450
4.6700 .0000
1379285 .2500 10.2500
208,174.03 .0800 10.1700
4.5000 .0000 10.1700
4.2500 .0000 2.5450
4.1700 .0000 2.5450
4.1700 .0000
1379289 .2500 10.2500
276,120.84 .0800 10.1700
4.5000 .0000 10.1700
4.2500 .0000 2.5450
4.1700 .0000 2.5450
4.1700 .0000
1379336 .2500 11.5000
360,513.32 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.5450
5.4200 .0000 2.5450
5.4200 .0000
1379387 .2500 10.8750
325,368.12 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.5450
4.7950 .0000 2.5450
4.7950 .0000
1379428 .2500 11.2500
610,222.16 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.4200
5.1700 .0000 2.4200
5.1700 .0000
1379486 .2500 11.2500
202,184.78 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1379502 .3750 11.2500
221,705.51 .0800 11.1700
5.6250 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1379511 .3750 11.2500
267,652.52 .0800 11.1700
5.6250 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1379513 .3750 11.2500
228,099.07 .0800 11.1700
5.6250 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1379515 .5000 10.8750
257,285.55 .0800 10.7950
5.3750 .0000 10.7950
4.8750 .0000 2.4200
4.7950 .0000 2.4200
4.7950 .0000
1379520 .3750 11.1250
218,042.35 .0800 11.0450
5.5000 .0000 11.0450
5.1250 .0000 2.4200
5.0450 .0000 2.4200
5.0450 .0000
1379526 .3750 11.1250
239,846.63 .0800 11.0450
5.5000 .0000 11.0450
5.1250 .0000 2.2950
5.0450 .0000 2.2950
5.0450 .0000
1379614 .2500 11.2500
168,982.85 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.4200
5.1700 .0000 2.4200
5.1700 .0000
1379616 .2500 10.5000
290,356.19 .0800 10.4200
4.7500 .0000 10.4200
4.5000 .0000 2.4200
4.4200 .0000 2.4200
4.4200 .0000
1379707 .3750 12.0000
455,023.00 .0800 11.9200
6.3750 .0000 11.9200
6.0000 .0000 2.4200
5.9200 .0000 2.4200
5.9200 .0000
1379780 .2500 10.8750
289,216.03 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.5450
4.7950 .0000 2.5450
4.7950 .0000
1379825 .2500 11.5000
80,052.04 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.6700
5.4200 .0000 2.6700
5.4200 .0000
1379832 .2500 11.0000
190,210.96 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1379849 .3750 10.3750
256,455.68 .0800 10.2950
4.7500 .0000 10.2950
4.3750 .0000 2.4200
4.2950 .0000 2.4200
4.2950 .0000
1379944 .2500 10.3750
206,956.08 .0800 10.2950
6.6250 .0000 10.2950
6.3750 .0000 2.5450
6.2950 .0000 2.5450
6.2950 .0000
1379945 .2500 11.1250
146,327.37 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.4200
5.0450 .0000 2.4200
5.0450 .0000
1379986 .2500 10.8750
645,372.06 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.5450
4.7950 .0000 2.5450
4.7950 .0000
1380121 .2500 11.1250
83,235.04 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1380180 .3750 11.2500
277,565.63 .0800 11.1700
5.6250 .0000 11.1700
5.2500 .0000 2.2950
5.1700 .0000 2.2950
5.1700 .0000
1380236 .2500 11.2500
82,856.05 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1380317 .3750 10.5000
216,695.39 .0800 10.4200
4.8750 .0000 10.4200
4.5000 .0000 2.4200
4.4200 .0000 2.4200
4.4200 .0000
1380336 .3750 11.1250
216,251.47 .0800 11.0450
5.5000 .0000 11.0450
5.1250 .0000 2.4200
5.0450 .0000 2.4200
5.0450 .0000
1380500 .3750 11.2500
594,783.49 .0800 11.1700
5.6250 .0000 11.1700
5.2500 .0000 2.2950
5.1700 .0000 2.2950
5.1700 .0000
1380509 .2500 10.7500
643,660.06 .0800 10.6700
5.0000 .0000 10.6700
4.7500 .0000 2.5450
4.6700 .0000 2.5450
4.6700 .0000
1380615 .3750 11.7500
89,468.42 .0800 11.6700
6.1250 .0000 11.6700
5.7500 .0000 2.2950
5.6700 .0000 2.2950
5.6700 .0000
1380748 .3750 11.3750
282,886.43 .0800 11.2950
5.7500 .0000 11.2950
5.3750 .0000 2.2950
5.2950 .0000 2.2950
5.2950 .0000
1380875 .2500 11.2500
222,006.78 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1380876 .3750 11.2500
496,059.93 .0800 11.1700
5.6250 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1381395 .3750 11.5000
320,660.64 .0800 11.4200
5.8750 .0000 11.4200
5.5000 .0000 2.4200
5.4200 .0000 2.4200
5.4200 .0000
1381657 .2500 11.6250
486,965.57 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.6700
5.5450 .0000 2.6700
5.5450 .0000
1381672 .2500 11.1250
343,304.76 .0800 11.0450
7.3750 .0000 11.0450
7.1250 .0000 2.5450
7.0450 .0000 2.5450
7.0450 .0000
1381677 .2500 11.2500
297,669.56 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1381789 .2500 11.2500
67,394.91 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1381799 .3750 11.5000
218,406.60 .0800 11.4200
5.8750 .0000 11.4200
5.5000 .0000 2.4200
5.4200 .0000 2.4200
5.4200 .0000
1381800 .3750 11.5000
62,464.21 .0800 11.4200
5.8750 .0000 11.4200
5.5000 .0000 2.5450
5.4200 .0000 2.5450
5.4200 .0000
1382154 .2500 12.1250
377,737.58 .0800 12.0450
6.3750 .0000 12.0450
6.1250 .0000 2.5450
6.0450 .0000 2.5450
6.0450 .0000
1382166 .2500 11.6250
60,061.83 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.5450
5.5450 .0000 2.5450
5.5450 .0000
1382578 .2500 12.7500
114,426.07 .0800 12.6700
7.0000 .0000 12.6700
6.7500 .0000 2.4200
6.6700 .0000 2.4200
6.6700 .0000
1382671 .2500 11.2500
386,763.74 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.4200
5.1700 .0000 2.4200
5.1700 .0000
1382717 .2500 11.5000
105,327.96 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.5450
5.4200 .0000 2.5450
5.4200 .0000
1382749 .2500 11.2500
91,740.46 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1382797 .2500 12.3750
210,364.82 .0800 12.2950
6.6250 .0000 12.2950
6.3750 .0000 2.5450
6.2950 .0000 2.5450
6.2950 .0000
1382826 .2500 11.3750
54,333.62 .0800 11.2950
5.6250 .0000 11.2950
5.3750 .0000 2.5450
5.2950 .0000 2.5450
5.2950 .0000
1382847 .3750 12.3750
180,212.02 .0800 12.2950
6.7500 .0000 12.2950
6.3750 .0000 2.5450
6.2950 .0000 2.5450
6.2950 .0000
1382862 .2500 11.0000
246,068.08 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1382895 .2500 11.1250
305,905.84 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1382962 .2500 12.3750
647,100.72 .0800 12.2950
6.6250 .0000 12.2950
6.3750 .0000 2.5450
6.2950 .0000 2.5450
6.2950 .0000
1382994 .3750 12.1250
144,202.78 .0800 12.0450
6.5000 .0000 12.0450
6.1250 .0000 2.5450
6.0450 .0000 2.5450
6.0450 .0000
1383028 .2500 11.6250
274,787.70 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.4200
5.5450 .0000 2.4200
5.5450 .0000
1383029 .2500 11.0000
128,942.35 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1383046 .3750 11.2500
406,821.00 .0800 11.1700
5.6250 .0000 11.1700
5.2500 .0000 2.2950
5.1700 .0000 2.2950
5.1700 .0000
1383049 .3750 10.8750
574,872.02 .0800 10.7950
5.2500 .0000 10.7950
4.8750 .0000 2.2950
4.7950 .0000 2.2950
4.7950 .0000
1383124 .2500 11.2500
275,159.85 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1383137 .2500 11.3750
272,912.85 .0800 11.2950
5.6250 .0000 11.2950
5.3750 .0000 2.4200
5.2950 .0000 2.4200
5.2950 .0000
1383157 .2500 11.1250
375,231.34 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1383208 .2500 12.3750
280,891.50 .0800 12.2950
6.6250 .0000 12.2950
6.3750 .0000 2.5450
6.2950 .0000 2.5450
6.2950 .0000
1383319 .2500 11.2500
402,350.09 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.4200
5.1700 .0000 2.4200
5.1700 .0000
1383461 .3750 11.7500
423,483.82 .0800 11.6700
6.1250 .0000 11.6700
5.7500 .0000 2.4200
5.6700 .0000 2.4200
5.6700 .0000
1383469 .3750 11.5000
287,899.67 .0800 11.4200
5.8750 .0000 11.4200
5.5000 .0000 2.2950
5.4200 .0000 2.2950
5.4200 .0000
1383498 .2500 11.3750
123,195.26 .0800 11.2950
5.6250 .0000 11.2950
5.3750 .0000 2.5450
5.2950 .0000 2.5450
5.2950 .0000
1383500 .2500 12.7500
391,685.32 .0800 12.6700
7.0000 .0000 12.6700
6.7500 .0000 2.5450
6.6700 .0000 2.5450
6.6700 .0000
1383514 .2500 11.5000
123,794.05 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.5450
5.4200 .0000 2.5450
5.4200 .0000
1383516 .2500 11.2500
69,137.65 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1383599 .2500 11.2500
278,139.95 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1383635 .2500 12.6250
994,886.50 .0800 12.5450
6.8750 .0000 12.5450
6.6250 .0000 2.4200
6.5450 .0000 2.4200
6.5450 .0000
1383802 .2500 11.2500
83,536.02 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1383806 .2500 11.1250
266,177.82 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1383867 .2500 11.2500
266,856.07 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1383881 .2500 11.0000
108,738.06 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1383914 .2500 11.7500
84,658.97 .0800 11.6700
6.0000 .0000 11.6700
5.7500 .0000 2.5450
5.6700 .0000 2.5450
5.6700 .0000
1383963 .2500 11.8750
273,872.73 .0800 11.7950
6.1250 .0000 11.7950
5.8750 .0000 2.4200
5.7950 .0000 2.4200
5.7950 .0000
1384026 .2500 11.2500
150,990.26 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1384033 .2500 11.8750
333,355.27 .0800 11.7950
6.1250 .0000 11.7950
5.8750 .0000 2.4200
5.7950 .0000 2.4200
5.7950 .0000
1384043 .2500 11.6250
106,608.56 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.5450
5.5450 .0000 2.5450
5.5450 .0000
1384056 .2500 11.2500
95,750.35 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1384069 .2500 11.1250
233,145.71 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.4200
5.0450 .0000 2.4200
5.0450 .0000
1384078 .2500 11.1250
229,429.39 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.4200
5.0450 .0000 2.4200
5.0450 .0000
1384081 .2500 11.3750
250,364.48 .0800 11.2950
5.6250 .0000 11.2950
5.3750 .0000 2.4200
5.2950 .0000 2.4200
5.2950 .0000
1384095 .2500 11.3750
131,236.11 .0800 11.2950
5.6250 .0000 11.2950
5.3750 .0000 2.5450
5.2950 .0000 2.5450
5.2950 .0000
1384132 .2500 11.2500
155,735.06 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1384197 .2500 10.8750
40,942.79 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.5450
4.7950 .0000 2.5450
4.7950 .0000
1384199 .2500 11.3750
101,594.71 .0800 11.2950
5.6250 .0000 11.2950
5.3750 .0000 2.5450
5.2950 .0000 2.5450
5.2950 .0000
1384235 .2500 12.2500
308,869.89 .0800 12.1700
6.5000 .0000 12.1700
6.2500 .0000 2.5450
6.1700 .0000 2.5450
6.1700 .0000
1384248 .2500 12.2500
378,263.65 .0800 12.1700
6.5000 .0000 12.1700
6.2500 .0000 2.5450
6.1700 .0000 2.5450
6.1700 .0000
1384254 .2500 11.5000
317,474.38 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.5450
5.4200 .0000 2.5450
5.4200 .0000
1384292 .2500 11.6250
78,924.24 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.5450
5.5450 .0000 2.5450
5.5450 .0000
1384342 .2500 12.6250
129,447.62 .0800 12.5450
6.8750 .0000 12.5450
6.6250 .0000 2.5450
6.5450 .0000 2.5450
6.5450 .0000
1384346 .3750 12.7500
605,539.40 .0800 12.6700
7.1250 .0000 12.6700
6.7500 .0000 2.5450
6.6700 .0000 2.5450
6.6700 .0000
1384356 .2500 11.2500
169,558.23 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1384361 .2500 11.2500
83,138.28 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1384362 .2500 11.0000
169,251.21 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.2950
4.9200 .0000 2.2950
4.9200 .0000
1384372 .2500 11.1250
224,324.63 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1384409 .2500 10.8750
112,059.36 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.5450
4.7950 .0000 2.5450
4.7950 .0000
1384432 .2500 11.6250
139,279.27 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.4200
5.5450 .0000 2.4200
5.5450 .0000
1384433 .2500 12.1250
250,820.48 .0800 12.0450
6.3750 .0000 12.0450
6.1250 .0000 2.4200
6.0450 .0000 2.4200
6.0450 .0000
1384498 .2500 11.2500
288,570.18 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1384506 .2500 11.1250
124,293.39 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1384517 .2500 10.8750
106,970.31 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.4200
4.7950 .0000 2.4200
4.7950 .0000
1384545 .2500 11.2500
261,050.16 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1384553 .3750 11.7500
526,154.02 .0800 11.6700
6.1250 .0000 11.6700
5.7500 .0000 2.4200
5.6700 .0000 2.4200
5.6700 .0000
1384565 .2500 11.1250
144,080.84 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1384574 .2500 12.8750
897,095.38 .0800 12.7950
7.1250 .0000 12.7950
6.8750 .0000 2.5450
6.7950 .0000 2.5450
6.7950 .0000
1384580 .2500 12.5000
306,930.30 .0800 12.4200
6.7500 .0000 12.4200
6.5000 .0000 2.5450
6.4200 .0000 2.5450
6.4200 .0000
1384629 .2500 12.3750
295,903.21 .0800 12.2950
6.6250 .0000 12.2950
6.3750 .0000 2.5450
6.2950 .0000 2.5450
6.2950 .0000
1384630 .2500 12.2500
238,903.33 .0800 12.1700
6.5000 .0000 12.1700
6.2500 .0000 2.5450
6.1700 .0000 2.5450
6.1700 .0000
1384631 .2500 12.1250
646,901.33 .0800 12.0450
6.3750 .0000 12.0450
6.1250 .0000 2.5450
6.0450 .0000 2.5450
6.0450 .0000
1384633 .2500 12.2500
810,522.48 .0800 12.1700
6.5000 .0000 12.1700
6.2500 .0000 2.5450
6.1700 .0000 2.5450
6.1700 .0000
1384700 .2500 11.5000
93,155.63 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.5450
5.4200 .0000 2.5450
5.4200 .0000
1384729 .2500 11.7500
128,749.43 .0800 11.6700
6.0000 .0000 11.6700
5.7500 .0000 2.5450
5.6700 .0000 2.5450
5.6700 .0000
1384913 .2500 11.2500
134,154.91 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1385024 .2500 11.7500
103,080.82 .0800 11.6700
6.0000 .0000 11.6700
5.7500 .0000 2.6700
5.6700 .0000 2.6700
5.6700 .0000
1385051 .2500 11.2500
97,757.06 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1385056 .3750 12.1250
217,006.01 .0800 12.0450
6.5000 .0000 12.0450
6.1250 .0000 2.5450
6.0450 .0000 2.5450
6.0450 .0000
1385098 .2500 11.0000
226,332.93 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1385134 .2500 11.1250
447,456.05 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1385190 .2500 12.0000
85,172.95 .0800 11.9200
6.2500 .0000 11.9200
6.0000 .0000 2.5450
5.9200 .0000 2.5450
5.9200 .0000
1385215 .2500 12.5000
348,166.34 .0800 12.4200
6.7500 .0000 12.4200
6.5000 .0000 2.5450
6.4200 .0000 2.5450
6.4200 .0000
1385220 .2500 12.6250
345,027.71 .0800 12.5450
6.8750 .0000 12.5450
6.6250 .0000 2.5450
6.5450 .0000 2.5450
6.5450 .0000
1385221 .2500 12.0000
320,142.79 .0800 11.9200
6.2500 .0000 11.9200
6.0000 .0000 2.4200
5.9200 .0000 2.4200
5.9200 .0000
1385222 .2500 11.2500
246,073.51 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.4200
5.1700 .0000 2.4200
5.1700 .0000
1385233 .2500 11.6250
206,997.12 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.4200
5.5450 .0000 2.4200
5.5450 .0000
1385234 .2500 12.0000
286,619.35 .0800 11.9200
6.2500 .0000 11.9200
6.0000 .0000 2.5450
5.9200 .0000 2.5450
5.9200 .0000
1385256 .3750 12.2500
278,751.10 .0800 12.1700
6.6250 .0000 12.1700
6.2500 .0000 2.4200
6.1700 .0000 2.4200
6.1700 .0000
1385282 .2500 11.2500
134,830.60 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1385326 .2500 11.1250
326,642.61 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1385345 .2500 12.1250
248,829.92 .0800 12.0450
6.3750 .0000 12.0450
6.1250 .0000 2.5450
6.0450 .0000 2.5450
6.0450 .0000
1385364 .2500 11.3750
95,482.02 .0800 11.2950
5.6250 .0000 11.2950
5.3750 .0000 2.5450
5.2950 .0000 2.5450
5.2950 .0000
1385370 .2500 11.2500
119,335.95 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1385383 .2500 11.0000
268,121.36 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.4200
4.9200 .0000 2.4200
4.9200 .0000
1385386 .2500 11.6250
228,927.09 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.4200
5.5450 .0000 2.4200
5.5450 .0000
1385413 .2500 11.6250
104,658.44 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.5450
5.5450 .0000 2.5450
5.5450 .0000
1385418 .2500 11.3750
218,812.98 .0800 11.2950
5.6250 .0000 11.2950
5.3750 .0000 2.5450
5.2950 .0000 2.5450
5.2950 .0000
1385431 .2500 11.2500
66,107.29 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1385434 .2500 11.6250
254,284.21 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.2950
5.5450 .0000 2.2950
5.5450 .0000
1385448 .2500 11.8750
238,821.68 .0800 11.7950
6.1250 .0000 11.7950
5.8750 .0000 2.4200
5.7950 .0000 2.4200
5.7950 .0000
1385450 .2500 11.2500
54,201.10 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.4200
5.1700 .0000 2.4200
5.1700 .0000
1385480 .2500 11.2500
294,265.67 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1385684 .2500 12.2500
380,752.25 .0800 12.1700
6.5000 .0000 12.1700
6.2500 .0000 2.5450
6.1700 .0000 2.5450
6.1700 .0000
1385686 .2500 12.3750
408,171.28 .0800 12.2950
6.6250 .0000 12.2950
6.3750 .0000 2.5450
6.2950 .0000 2.5450
6.2950 .0000
1385792 .2500 11.2500
137,728.93 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1385796 .2500 11.1250
135,916.07 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1385807 .2500 11.7500
93,413.39 .0800 11.6700
6.0000 .0000 11.6700
5.7500 .0000 2.5450
5.6700 .0000 2.5450
5.6700 .0000
1385815 .2500 11.2500
146,655.18 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1385831 .2500 11.8750
251,804.48 .0800 11.7950
6.1250 .0000 11.7950
5.8750 .0000 2.4200
5.7950 .0000 2.4200
5.7950 .0000
1385832 .2500 11.7500
206,954.24 .0800 11.6700
6.0000 .0000 11.6700
5.7500 .0000 2.4200
5.6700 .0000 2.4200
5.6700 .0000
1385833 .2500 11.2500
238,673.23 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.4200
5.1700 .0000 2.4200
5.1700 .0000
1385834 .2500 11.6250
253,886.23 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.4200
5.5450 .0000 2.4200
5.5450 .0000
1385835 .2500 12.0000
426,802.88 .0800 11.9200
6.2500 .0000 11.9200
6.0000 .0000 2.5450
5.9200 .0000 2.5450
5.9200 .0000
1385860 .2500 11.2500
229,880.65 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1385874 .2500 11.2500
111,953.22 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1385882 .2500 11.7500
108,601.24 .0800 11.6700
6.0000 .0000 11.6700
5.7500 .0000 2.2950
5.6700 .0000 2.2950
5.6700 .0000
1385887 .2500 11.8750
435,849.59 .0800 11.7950
6.1250 .0000 11.7950
5.8750 .0000 2.5450
5.7950 .0000 2.5450
5.7950 .0000
1385948 .2500 12.7500
210,420.72 .0800 12.6700
7.0000 .0000 12.6700
6.7500 .0000 2.4200
6.6700 .0000 2.4200
6.6700 .0000
1385953 .2500 11.2500
158,718.46 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1385964 .2500 12.1250
104,508.57 .0800 12.0450
6.3750 .0000 12.0450
6.1250 .0000 2.5450
6.0450 .0000 2.5450
6.0450 .0000
1385985 .2500 10.8750
273,371.85 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.5450
4.7950 .0000 2.5450
4.7950 .0000
1385987 .2500 11.2500
109,391.57 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1386015 .2500 12.6250
268,852.76 .0800 12.5450
6.8750 .0000 12.5450
6.6250 .0000 2.5450
6.5450 .0000 2.5450
6.5450 .0000
1386020 .2500 11.2500
146,436.72 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1386028 .2500 11.5000
68,039.51 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.5450
5.4200 .0000 2.5450
5.4200 .0000
1386056 .2500 11.5000
108,624.45 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.4200
5.4200 .0000 2.4200
5.4200 .0000
1386074 .2500 11.2500
84,232.18 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1386087 .2500 11.1250
41,006.82 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.2950
5.0450 .0000 2.2950
5.0450 .0000
1386089 .2500 11.5000
150,544.04 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.2950
5.4200 .0000 2.2950
5.4200 .0000
1386091 .2500 11.3750
45,999.51 .0800 11.2950
5.6250 .0000 11.2950
5.3750 .0000 2.2950
5.2950 .0000 2.2950
5.2950 .0000
1386094 .2500 10.8750
84,791.98 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.5450
4.7950 .0000 2.5450
4.7950 .0000
1386095 .2500 10.8750
110,358.61 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.5450
4.7950 .0000 2.5450
4.7950 .0000
1386104 .2500 11.0000
116,957.94 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1386105 .2500 11.0000
154,103.22 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1386106 .2500 11.0000
107,275.72 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1386108 .2500 11.0000
96,935.89 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1386111 .2500 11.1250
109,069.84 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1386112 .2500 11.1250
158,299.62 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1386125 .2500 11.5000
219,735.69 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.5450
5.4200 .0000 2.5450
5.4200 .0000
1386130 .2500 11.6250
303,670.67 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.5450
5.5450 .0000 2.5450
5.5450 .0000
1386144 .2500 12.6250
78,233.92 .0800 12.5450
6.8750 .0000 12.5450
6.6250 .0000 2.5450
6.5450 .0000 2.5450
6.5450 .0000
1386197 .2500 11.2500
102,928.31 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1386240 .2500 11.2500
75,878.55 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1386249 .2500 11.1250
81,586.14 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.4200
5.0450 .0000 2.4200
5.0450 .0000
1386250 .2500 11.0000
75,560.27 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.4200
4.9200 .0000 2.4200
4.9200 .0000
1386305 .2500 11.0000
245,668.03 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1386327 .2500 11.2500
172,695.10 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1386358 .2500 11.0000
80,228.86 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1386362 .2500 11.5000
131,245.59 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.2950
5.4200 .0000 2.2950
5.4200 .0000
1386367 .2500 11.7500
89,547.49 .0800 11.6700
6.0000 .0000 11.6700
5.7500 .0000 2.5450
5.6700 .0000 2.5450
5.6700 .0000
1386398 .2500 12.8750
144,607.15 .0800 12.7950
7.1250 .0000 12.7950
6.8750 .0000 2.5450
6.7950 .0000 2.5450
6.7950 .0000
1386400 .2500 11.2500
169,956.09 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1386448 .2500 11.0000
163,398.72 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.4200
4.9200 .0000 2.4200
4.9200 .0000
1386466 .2500 12.1250
77,535.42 .0800 12.0450
6.3750 .0000 12.0450
6.1250 .0000 2.5450
6.0450 .0000 2.5450
6.0450 .0000
1386487 .2500 12.0000
106,873.04 .0800 11.9200
6.2500 .0000 11.9200
6.0000 .0000 2.4200
5.9200 .0000 2.4200
5.9200 .0000
1386527 .2500 11.5000
638,586.67 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.5450
5.4200 .0000 2.5450
5.4200 .0000
1386542 .2500 11.2500
200,943.41 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1386569 .2500 11.0000
125,618.99 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1386570 .2500 11.1250
138,700.36 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1386573 .2500 11.5000
152,193.59 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.5450
5.4200 .0000 2.5450
5.4200 .0000
1386580 .2500 11.1250
77,459.61 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1386673 .2500 11.1250
247,144.03 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1386679 .2500 12.1250
281,874.50 .0800 12.0450
6.3750 .0000 12.0450
6.1250 .0000 2.4200
6.0450 .0000 2.4200
6.0450 .0000
1386721 .2500 11.2500
298,677.45 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1386737 .2500 11.2500
89,205.01 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1386817 .2500 11.8750
47,413.53 .0800 11.7950
6.1250 .0000 11.7950
5.8750 .0000 2.5450
5.7950 .0000 2.5450
5.7950 .0000
1386838 .2500 11.0000
129,247.84 .0800 10.9200
5.2500 .0000 10.9200
5.0000 .0000 2.5450
4.9200 .0000 2.5450
4.9200 .0000
1386848 .2500 12.2500
221,037.15 .0800 12.1700
6.5000 .0000 12.1700
6.2500 .0000 2.5450
6.1700 .0000 2.5450
6.1700 .0000
1386851 .2500 11.7500
286,502.30 .0800 11.6700
6.0000 .0000 11.6700
5.7500 .0000 2.4200
5.6700 .0000 2.4200
5.6700 .0000
1386852 .2500 12.1250
213,993.66 .0800 12.0450
6.3750 .0000 12.0450
6.1250 .0000 2.4200
6.0450 .0000 2.4200
6.0450 .0000
1386860 .2500 11.5000
128,394.49 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.5450
5.4200 .0000 2.5450
5.4200 .0000
1387110 .2500 12.3750
99,644.12 .0800 12.2950
6.6250 .0000 12.2950
6.3750 .0000 2.5450
6.2950 .0000 2.5450
6.2950 .0000
1387118 .2500 13.0000
497,628.11 .0800 12.9200
7.2500 .0000 12.9200
7.0000 .0000 2.4200
6.9200 .0000 2.4200
6.9200 .0000
1387126 .2500 11.5000
136,526.64 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.5450
5.4200 .0000 2.5450
5.4200 .0000
1387127 .2500 12.2500
796,344.59 .0800 12.1700
6.5000 .0000 12.1700
6.2500 .0000 2.5450
6.1700 .0000 2.5450
6.1700 .0000
1387135 .2500 11.1250
54,345.99 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.5450
5.0450 .0000 2.5450
5.0450 .0000
1387137 .2500 11.8750
230,860.98 .0800 11.7950
6.1250 .0000 11.7950
5.8750 .0000 2.5450
5.7950 .0000 2.5450
5.7950 .0000
1387184 .2500 11.2500
170,743.95 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1387199 .2500 11.2500
142,508.48 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1387221 .2500 12.6250
224,237.36 .0800 12.5450
6.8750 .0000 12.5450
6.6250 .0000 2.5450
6.5450 .0000 2.5450
6.5450 .0000
1387261 .2500 10.8750
97,536.81 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.5450
4.7950 .0000 2.5450
4.7950 .0000
1387300 .2500 11.2500
89,652.10 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1387329 .2500 11.6250
99,589.16 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.5450
5.5450 .0000 2.5450
5.5450 .0000
1387355 .3750 12.6250
290,535.83 .0800 12.5450
7.0000 .0000 12.5450
6.6250 .0000 2.4200
6.5450 .0000 2.4200
6.5450 .0000
1387363 .2500 12.1250
74,296.50 .0800 12.0450
6.3750 .0000 12.0450
6.1250 .0000 2.5450
6.0450 .0000 2.5450
6.0450 .0000
1387396 .2500 11.6250
68,865.91 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.5450
5.5450 .0000 2.5450
5.5450 .0000
1387481 .2500 12.3750
167,402.15 .0800 12.2950
6.6250 .0000 12.2950
6.3750 .0000 2.4200
6.2950 .0000 2.4200
6.2950 .0000
1387493 .2500 11.2500
70,607.80 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.4200
5.1700 .0000 2.4200
5.1700 .0000
1387524 .2500 11.7500
228,579.25 .0800 11.6700
6.0000 .0000 11.6700
5.7500 .0000 2.5450
5.6700 .0000 2.5450
5.6700 .0000
1387539 .2500 11.3750
153,336.82 .0800 11.2950
5.6250 .0000 11.2950
5.3750 .0000 2.5450
5.2950 .0000 2.5450
5.2950 .0000
1387728 .2500 11.6250
187,412.51 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.4200
5.5450 .0000 2.4200
5.5450 .0000
1387768 .2500 11.2500
135,898.26 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1387823 .2500 11.5000
90,667.03 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.5450
5.4200 .0000 2.5450
5.4200 .0000
1387825 .2500 11.6250
108,900.75 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.5450
5.5450 .0000 2.5450
5.5450 .0000
1387868 .2500 12.6250
495,874.04 .0800 12.5450
6.8750 .0000 12.5450
6.6250 .0000 2.5450
6.5450 .0000 2.5450
6.5450 .0000
1387871 .2500 12.5000
106,534.17 .0800 12.4200
6.7500 .0000 12.4200
6.5000 .0000 2.5450
6.4200 .0000 2.5450
6.4200 .0000
1387873 .2500 12.0000
139,328.88 .0800 11.9200
6.2500 .0000 11.9200
6.0000 .0000 2.5450
5.9200 .0000 2.5450
5.9200 .0000
1387876 .2500 12.2500
330,291.49 .0800 12.1700
6.5000 .0000 12.1700
6.2500 .0000 2.5450
6.1700 .0000 2.5450
6.1700 .0000
1387901 .2500 11.5000
137,363.99 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.5450
5.4200 .0000 2.5450
5.4200 .0000
1387933 .2500 12.0000
224,356.18 .0800 11.9200
6.2500 .0000 11.9200
6.0000 .0000 2.4200
5.9200 .0000 2.4200
5.9200 .0000
1387988 .2500 12.1250
308,932.45 .0800 12.0450
6.3750 .0000 12.0450
6.1250 .0000 2.5450
6.0450 .0000 2.5450
6.0450 .0000
1387996 .2500 11.7500
477,586.74 .0800 11.6700
6.0000 .0000 11.6700
5.7500 .0000 2.4200
5.6700 .0000 2.4200
5.6700 .0000
1387998 .2500 11.6250
97,696.62 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.5450
5.5450 .0000 2.5450
5.5450 .0000
1388019 .2500 12.3750
382,633.54 .0800 12.2950
6.6250 .0000 12.2950
6.3750 .0000 2.5450
6.2950 .0000 2.5450
6.2950 .0000
1388050 .2500 12.0000
298,852.48 .0800 11.9200
6.2500 .0000 11.9200
6.0000 .0000 2.5450
5.9200 .0000 2.5450
5.9200 .0000
1388055 .2500 11.8750
94,431.51 .0800 11.7950
6.1250 .0000 11.7950
5.8750 .0000 2.4200
5.7950 .0000 2.4200
5.7950 .0000
1389314 .2500 11.5000
219,074.57 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.5450
5.4200 .0000 2.5450
5.4200 .0000
1389408 .2500 12.6250
74,976.13 .0800 12.5450
6.8750 .0000 12.5450
6.6250 .0000 2.6700
6.5450 .0000 2.6700
6.5450 .0000
1389416 .2500 11.3750
189,085.75 .0800 11.2950
5.6250 .0000 11.2950
5.3750 .0000 2.4200
5.2950 .0000 2.4200
5.2950 .0000
1389478 .2500 12.2500
238,721.82 .0800 12.1700
6.5000 .0000 12.1700
6.2500 .0000 2.5450
6.1700 .0000 2.5450
6.1700 .0000
1389547 .2500 12.2500
241,640.89 .0800 12.1700
6.5000 .0000 12.1700
6.2500 .0000 2.5450
6.1700 .0000 2.5450
6.1700 .0000
1389598 .2500 11.1250
87,252.69 .0800 11.0450
5.3750 .0000 11.0450
5.1250 .0000 2.6200
5.0450 .0000 2.6200
5.0450 .0000
1389603 .2500 12.1250
348,028.99 .0800 12.0450
6.3750 .0000 12.0450
6.1250 .0000 2.4200
6.0450 .0000 2.4200
6.0450 .0000
1389605 .2500 12.0000
140,703.06 .0800 11.9200
6.2500 .0000 11.9200
6.0000 .0000 2.5450
5.9200 .0000 2.5450
5.9200 .0000
1389615 .2500 11.5000
235,870.22 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.5450
5.4200 .0000 2.5450
5.4200 .0000
1389664 .2500 11.6250
326,652.52 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.5450
5.5450 .0000 2.5450
5.5450 .0000
1389666 .2500 10.8750
328,459.27 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.5450
4.7950 .0000 2.5450
4.7950 .0000
1389673 .2500 12.6250
598,278.52 .0800 12.5450
6.8750 .0000 12.5450
6.6250 .0000 2.5450
6.5450 .0000 2.5450
6.5450 .0000
1389681 .2500 12.1250
573,450.45 .0800 12.0450
6.3750 .0000 12.0450
6.1250 .0000 2.5450
6.0450 .0000 2.5450
6.0450 .0000
1389711 .2500 10.8750
133,786.46 .0800 10.7950
5.1250 .0000 10.7950
4.8750 .0000 2.5450
4.7950 .0000 2.5450
4.7950 .0000
1389715 .2500 11.6250
348,198.19 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.5450
5.5450 .0000 2.5450
5.5450 .0000
1389741 .2500 11.6250
115,495.90 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.5450
5.5450 .0000 2.5450
5.5450 .0000
1389757 .2500 11.8750
109,966.70 .0800 11.7950
6.1250 .0000 11.7950
5.8750 .0000 2.5450
5.7950 .0000 2.5450
5.7950 .0000
1389760 .2500 11.8750
294,633.97 .0800 11.7950
6.1250 .0000 11.7950
5.8750 .0000 2.5450
5.7950 .0000 2.5450
5.7950 .0000
1389809 .2500 11.6250
441,307.64 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.5450
5.5450 .0000 2.5450
5.5450 .0000
1389896 .2500 12.0000
272,368.43 .0800 11.9200
6.2500 .0000 11.9200
6.0000 .0000 2.2950
5.9200 .0000 2.2950
5.9200 .0000
1389904 .2500 11.6250
151,216.94 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.5450
5.5450 .0000 2.5450
5.5450 .0000
1389925 .2500 11.7500
211,000.06 .0800 11.6700
6.0000 .0000 11.6700
5.7500 .0000 2.5450
5.6700 .0000 2.5450
5.6700 .0000
1389940 .2500 11.3750
101,212.22 .0800 11.2950
5.6250 .0000 11.2950
5.3750 .0000 2.5450
5.2950 .0000 2.5450
5.2950 .0000
1389954 .2500 11.6250
283,127.08 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.5450
5.5450 .0000 2.5450
5.5450 .0000
1390088 .2500 11.2500
141,374.01 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1390092 .2500 11.2500
81,339.85 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1390098 .2500 11.2500
149,338.75 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.2950
5.1700 .0000 2.2950
5.1700 .0000
1390101 .2500 11.2500
191,455.05 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1390102 .2500 11.2500
115,389.06 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.2950
5.1700 .0000 2.2950
5.1700 .0000
1390158 .2500 11.5000
90,816.37 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.4200
5.4200 .0000 2.4200
5.4200 .0000
1390277 .2500 12.2500
69,609.65 .0800 12.1700
6.5000 .0000 12.1700
6.2500 .0000 2.4200
6.1700 .0000 2.4200
6.1700 .0000
1390412 .2500 12.2500
85,099.39 .0800 12.1700
6.5000 .0000 12.1700
6.2500 .0000 2.5450
6.1700 .0000 2.5450
6.1700 .0000
1393141 .2500 10.7400
133,128.03 .0800 10.6600
4.9900 .0000 10.6600
4.7400 .0000 2.5450
4.6600 .0000 2.5450
4.6600 .0000
1393256 .2500 10.7400
94,272.01 .0800 10.6600
4.9900 .0000 10.6600
4.7400 .0000 2.5450
4.6600 .0000 2.5450
4.6600 .0000
1394834 .3750 13.6250
468,515.46 .0800 13.5450
8.0000 .0000 13.5450
7.6250 .0000 2.2950
7.5450 .0000 2.2950
7.5450 .0000
TOTAL NUMBER OF LOANS: 414
TOTAL BALANCE........: 107,242,895.81
RUN ON : 12/28/94 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 13.55.28 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1994-S20 ARM SUMMARY REPORT CUTOFF : 12/01/94
POOL : 0004163
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
- -------------------------------------------------------------------------------
CURR NOTE RATE 5.7645 4.2500 8.2500
RFC NET RATE 5.4805 4.0000 7.8750
NET MTG RATE(INVSTR RATE) 5.4005 3.9200 7.7950
POST STRIP RATE 5.4005 3.9200 7.7950
SUB SERV FEE .2840 .2500 .5000
MSTR SERV FEE .0800 .0800 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .0000 .0000 .0000
RFC NET CEILING(MX RFC NET RT) 11.3862 10.0000 15.5000
MAX NET MTG RT(MAX INV RT) 11.3062 9.9200 15.4200
MAX POST STRIP RATE 11.3062 9.9200 15.4200
INV RATE MARGIN 2.4806 2.2950 2.6700
POST STRIP MARGIN 2.4806 2.2950 2.6700
TOTAL NUMBER OF LOANS: 414
TOTAL BALANCE........: 107,242,895.81
***************************
* END OF REPORT *
***************************
<PAGE>
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be
amended, supplemented or otherwise modified from time
to time, this "Contract") is made this day of
, 19 , by and between Residential Funding
Corporation, its successors and assigns ("Residential
Funding") and (the "Seller/Servicer"
and, together with Residential Funding, the "parties"
and each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell
Loans to, and/or service Loans for, Residential
Funding, and Residential Funding desires to purchase
Loans from the Seller/Servicer and/or have the
Seller/Servicer service various of its Loans, pursuant
to the terms of this Contract and the Residential
Funding Seller and Servicer Guides incorporated herein
by reference, as amended, supplemented or otherwise
modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the
premises, and the terms, conditions and agreements set
forth below, the parties agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has
received and read the Guides. All provisions of the
Guides are incorporated by reference into and made a
part of this Contract, and shall be binding upon the
parties; provided, however, that the Seller/Servicer
shall be entitled to sell Loans to and/or service Loans
for Residential Funding only if and for so long as it
shall have been authorized to do so by Residential
Funding in writing; 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.
<PAGE>
IN WITNESS WHEREOF, the duly authorized
officers of the Seller/Servicer and Residential Funding
have executed this Seller/Servicer Contract as of the
date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(If none, so state.)
By:
(Name of Seller/Servicer)
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING CORPORATION
By:
(Signature)
(Typed Name) (Typed Name)
Title: Title:
<PAGE>
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of
Mortgage Loans held by you for the referenced pool, we
request the release of the Mortgage Loan File described
below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one)
Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be
received in connection with such payments which are
required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing
Agreement."
Residential Funding Corporation
Authorized Signature
*******************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request,
and check off documents being enclosed with a copy of
this form. You should retain this form for your files
in accordance with the terms of the Pooling and
Servicing Agreement.
Enclosed Documents: [] Promissory Note
[] Primary Insurance Policy
[] Mortgage or Deed of Trust
[] Assignment(s) of Mortgage
or Deed of Trust
[] Title Insurance Policy
[] Other:
Name Date
Title
<PAGE>
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 in Foreclosure
"We hereby certify that such release will not
invalidate any insurance coverage provided in respect
of the Mortgage Loan pursuant to 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 Date
Title
<PAGE>
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
) :ss.
COUNTY OF )
[NAME OF OFFICER], being first duly sworn,
deposes and says:
1. That he is [Title of Officer] of [Name of
Owner] (record or beneficial owner of the Mortgage
Pass-Through Certificates, Series 1994-S20 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(f) of
the Pooling and Servicing Agreement under which the
Class R Certificates were issued (in particular, clause
(iii)(A) and (iii)(B) of Section 5.02(f) which
authorize the Trustee to deliver payments to a person
other than the Owner and negotiate a mandatory sale by
the Trustee in the event the Owner holds such
Certificates in violation of Section 5.02(f)). The
Owner expressly agrees to be bound by and to comply
with such restrictions and provisions.
7. That the Owner consents to any additional
restrictions or arrangements that shall be deemed
necessary upon advice of counsel to constitute a
reasonable arrangement to ensure that the Class R
Certificates will only be owned, directly or
indirectly, by an Owner that is not a disqualified
organization.
8. The Owner's Taxpayer Identification
Number is .
9. This affidavit and agreement relates only
to the Class R Certificates held by the Owner and not
to any other holder of the Class R Certificates. The
Owner understands that the liabilities described herein
relate only to the Class R Certificates.
10. That no purpose of the Owner relating to
the transfer of any of the Class R Certificates by the
Owner is or will be to impede the assessment or
collection of any tax.
11. That the Owner has no present knowledge
or expectation that it will be unable to pay any United
States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the
Owner hereby represents to and for the benefit of the
person from whom it acquired the Class R Certificate
that the Owner intends to pay taxes associated with
holding such Class R Certificate as they become due,
fully understanding that it may incur tax liabilities
in excess of any cash flows generated by the Class R
Certificate.
12. That the Owner has no present knowledge
or expectation that it will become insolvent or subject
to a bankruptcy proceeding for so long as any of the
Class R Certificates remain outstanding.
13. The Owner is a citizen or resident of
the United States, a corporation, partnership or other
entity created or organized in, or under the laws of,
the United States or any political subdivision thereof,
or an estate or trust whose income from sources without
the United States is includable 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.
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this
instrument to be executed on its behalf, pursuant to
the authority of its Board of Directors, by its [Title
of Officer] and its corporate seal to be hereunto
attached, attested by its [Assistant] Secretary, this
day of , 19__.
[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
, 19__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the day of
, 19 .
<PAGE>
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust Administration
Re: Mortgage Pass-Through Certificates,
Series 1994-S20, 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 1994-S20, Class R (the
"Certificates"), pursuant to Section 5.02 of the
Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of December 1, 1994,
among Residential Funding Mortgage Securities I, Inc.,
as seller (the "Company"), Residential Funding
Corporation, as master servicer, and The First National
Bank of Chicago, as trustee (the "Trustee"). All terms
used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing
Agreement. The Seller hereby certifies, represents and
warrants to, and covenants with, the Company and the
Trustee that:
1. No purpose of the Seller relating to the
transfer of the Certificate by the Seller to the
Purchaser is or will be to impede the assessment or
collection of any tax.
2. The Seller understands that the Purchaser has
delivered to the Trustee and the Master Servicer a
transfer affidavit and agreement in the form attached
to the Pooling and Servicing Agreement as Exhibit I-1.
The Seller does not know or believe that any
representation contained therein is false.
3. The Seller, at the time of the transfer, has
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:
<PAGE>
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust Administration
Re: Mortgage Pass-Through Certificates,
Series 1994-S20, Class
Ladies and Gentlemen:
(the "Purchaser")
intends to purchase from (the
"Seller") $ Initial Certificate Principal
Balance of Mortgage Pass-Through Certificates, Series
1994-S20, Class (the "Certificates"), issued
pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of
December 1, 1994 among Residential Funding Mortgage
Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer,
and The First National Bank of Chicago, as trustee (the
"Trustee"). All terms used herein and not otherwise
defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby
certifies, represents and warrants to, and covenants
with, the Company and the Trustee that:
1. The Purchaser understands that (a)
the Certificates have not been and will not
be registered or qualified under the
Securities Act of 1933, as amended (the
"Act") or any state securities law, (b) the
Company is not required to so register or
qualify the Certificates, (c) the
Certificates may be resold only if registered
and qualified pursuant to the provisions of
the Act or any state securities law, or if an
exemption from such registration and
qualification is available, (d) the Pooling
and Servicing Agreement contains restrictions
regarding the transfer of the Certificates
and (e) the Certificates will bear a legend
to the foregoing effect.
2. The Purchaser is acquiring the
Certificates for its own account for
investment only and not with a view to or for
sale in connection with any distribution
thereof in any manner that would violate the
Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial,
sophisticated institutional investor having
such knowledge and experience in financial
and business matters, and, in particular, in
such matters related to securities similar to
the Certificates, such that it is capable of
evaluating the merits and risks of investment
in the Certificates, (b) able to bear the
economic risks of such an investment and (c)
an "accredited investor" within the meaning
of Rule 501(a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished
with, and has had an opportunity to review
(a) [a copy of the Private Placement
Memorandum, dated , 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 or other plan subject to the
Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975
of the Internal Revenue Code of 1986, as
amended (the "Code"), nor a 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 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 plan or Person 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" if any such
plan is permissible under applicable law,
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 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:
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series
1994-S20
Re: Mortgage Pass-Through Certificates,
Series 1994-S20, 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 1994-S20,
Class (the "Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of December 1, 1994
among Residential Funding Mortgage Securities I, Inc.,
as seller (the "Company"), Residential Funding
Corporation, as master servicer, and The First National
Bank of Chicago, as trustee (the "Trustee"). The
Seller hereby certifies, represents and warrants to,
and covenants with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its
behalf has (a) offered, pledged, sold, disposed of or
otherwise transferred any Certificate, any interest in
any Certificate or any other similar security to any
person in any manner, (b) has solicited any offer to
buy or to accept a pledge, disposition or other
transfer of any Certificate, any interest in any
Certificate or any other similar security from any
person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any
interest in any Certificate or any other similar
security with any person in any manner, (d) has made
any general solicitation by means of general
advertising or in any other manner, or (e) has taken
any other action, that (as to any of (a) through (e)
above) would constitute a distribution of the
Certificates under the Securities Act of 1933 (the
"Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any
state securities law, or that would require
registration or qualification pursuant thereto. The
Seller will not act, in any manner set forth in the
foregoing sentence with respect to any Certificate.
The Seller has not and will not sell or otherwise
transfer any of the Certificates, except in compliance
with the provisions of the Pooling and Servicing
Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
<PAGE>
EXHIBIT L
[Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 11.01(e) for a
Limited Guaranty]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 11.01. Subordinate Certificate Loss
Coverage; Limited Guaranty. (a) Subject to subsection
(c) below, prior to the later of the third Business Day
prior to each Distribution Date or the related
Determination Date, the Master Servicer shall determine
whether it or any Subservicer will be entitled to any
reimbursement pursuant to Section 4.02(a) on such
Distribution Date for Advances or Subservicer Advances
previously made, (which will not be Advances or
Subservicer Advances that were made with respect to
delinquencies which were subsequently determined to be
Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses) and,
if so, the Master Servicer shall demand payment from
Residential Funding of an amount equal to the amount of
any Advances or Subservicer Advances reimbursed
pursuant to Section 4.02(a), to the extent such
Advances or Subservicer Advances have not been included
in the amount of the Realized Loss in the related
Mortgage Loan, and shall distribute the same to the
Class B Certificateholders in the same manner as if
such amount were to be distributed pursuant to Section
4.02(a).
(b) Subject to subsection (c) below, prior
to the later of the third Business Day prior to each
Distribution Date or the related Determination Date,
the Master Servicer shall determine whether any
Realized Losses (other than Excess Special Hazard
Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses) will be allocated to the
Class B Certificates on such Distribution Date pursuant
to Section 4.05, and, if so, the Master Servicer shall
demand payment from Residential Funding of the amount
of such Realized Loss and shall distribute the same to
the Class B Certificateholders in the same manner as if
such amount were to be distributed pursuant to Section
4.02(a); provided, however, that the amount of such
demand in respect of any Distribution Date shall in no
event be greater than the sum of (i) the additional
amount of Accrued Certificate Interest that would have
been paid for the Class B Certificateholders on such
Distribution Date had such Realized Loss or Losses not
occurred plus (ii) the amount of the reduction in the
Certificate Principal Balances of the Class B
Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment,
such Realized Losses shall be deemed to have been borne
by the Certificateholders for purposes of Section 4.05.
Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses and Extraordinary Losses
allocated to the Class B Certificates will not be
covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this
Section shall be made prior to the later of the third
Business Day prior to each Distribution Date or the
related Determination Date by the Master Servicer with
written notice thereof to the Trustee. The maximum
amount that Residential Funding shall be required to
pay pursuant to this Section on any Distribution Date
(the "Amount Available") shall be equal to the lesser
of (X) minus the sum of (i) all
previous payments made under subsections (a) and (b)
hereof and (ii) all draws under the Limited Guaranty
made in lieu of such payments as described below in
subsection (d) and (Y) the then outstanding Certificate
Principal Balances of the Class B Certificates, or such
lower amount as may be established pursuant to Section
12.02. Residential Funding's obligations as described
in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General
Motors Acceptance Corporation of any failure of
Residential Funding to make any payments hereunder and
shall demand payment pursuant to the limited guaranty
(the "Limited Guaranty"), executed by General Motors
Acceptance Corporation, of Residential Funding's
obligation to make payments pursuant to this Section,
in an amount equal to the lesser of (i) the Amount
Available and (ii) such required payments, by
delivering to General Motors Acceptance Corporation a
written demand for payment by wire transfer, not later
than the second Business Day prior to the Distribution
Date for such month, with a copy to the Master
Servicer.
(e) All payments made by Residential Funding
pursuant to this Section or amounts paid under the
Limited Guaranty shall be deposited directly in the
Certificate Account, for distribution on the
Distribution Date for such month to the Class B
Certificateholders.
(f) The Company shall have the option, in
its sole discretion, to substitute for either or both
of the Limited Guaranty or the Subordinate Certificate
Loss Obligation another instrument in the form of a
corporate guaranty, an irrevocable letter of credit, a
surety bond, insurance policy or similar instrument or
a reserve fund; provided that (i) the Company obtains
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 11.02. Amendments Relating to the
Limited Guaranty. Notwithstanding Sections 10.01 or
11.01: (i) the provisions of this Article XI 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 XI
may be amended in any manner; in each case by written
instrument executed or consented to by the Company and
Residential Funding but without the consent of any
Certificateholder and without the consent of the Master
Servicer or the Trustee being required unless any such
amendment would impose any additional obligation on, or
otherwise adversely affect the interests of, the Master
Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each
nationally recognized credit rating agency that rated
the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion
or cancellation will not lower the rating on the Class
B Certificates below the lesser of (a) the then-current
rating assigned to the Class B Certificates by such
rating agency and (b) the original rating assigned to
the Class B Certificates by such rating agency, unless
(A) the Holder of 100% of the Class B Certificates is
Residential Funding or an Affiliate of Residential
Funding, or (B) such amendment, reduction, deletion or
cancellation is made in accordance with Section
11.01(e) and, provided further that the Company
obtains, 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 11.02.
<PAGE>
EXHIBIT M
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1994-S20
, 199__
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust
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 December 1, 1994 (the
"Servicing Agreement"), among Residential Funding
Mortgage Securities I, Inc. (the "Company"),
Residential Funding and The First National Bank of
Chicago (the "Trustee") as amended by Amendment No. 1
thereto, dated as of , with respect to the
Mortgage Pass-Through Certificates, Series 1994-S20
(the "Certificates"); and
WHEREAS, pursuant to Section 11.01 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 11.01(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 11.02 of the
Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in
effect so long as the Servicing Agreement is not
modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without
the prior written consent of GMAC.
4. Successor. Except as otherwise
expressly provided herein, the guarantee herein set
forth shall be binding upon GMAC and its respective
successors.
5. Governing Law. This Limited Guaranty
shall be governed by the laws of the State of New York.
6. Authorization and Reliance. GMAC
understands that a copy of this Limited Guaranty shall
be delivered to the Trustee in connection with the
execution of Amendment No. 1 to the Servicing Agreement
and GMAC hereby authorizes the Company and the Trustee
to rely on the covenants and agreements set forth
herein.
7. Definitions. Capitalized terms used but
not otherwise defined herein shall have the meaning
given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may
be executed in any number of counterparts, each of
which shall be deemed to be an original and such
counterparts shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, GMAC has caused this
Limited Guaranty to be executed and delivered by its
respective officers thereunto duly authorized as of the
day and year first above written.
GENERAL MOTORS ACCEPTANCE CORPORATION
By:
Name:
Title:
Acknowledged by:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
<PAGE>
EXHIBIT N
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE
LOAN
__________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust Administration
Re: Mortgage Pass-Through Certificates,
Series 1994-S20,
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
December 1, 1994, 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:
<PAGE>
EXHIBIT O
[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 November 1,
1993 among Residential Funding Corporation as Master
Servicer, Residential Funding Mortgage Securities I,
Inc. as depositor pursuant to Section 5.02 of the
Agreement and The First National Bank of Chicago, as
trustee, as follows:
a. The Buyer understands that the Rule
144A Securities have not been registered under the
1933 Act or the securities laws of any state.
b. The Buyer considers itself a
substantial, sophisticated institutional investor
having such knowledge and experience in financial
and business matters that it is capable of
evaluating the merits and risks of investment in
the Rule 144A Securities.
c. The Buyer has been furnished with
all information regarding the Rule 144A Securities
that it has requested from the Seller, the Trustee
or the Servicer.
d. Neither the Buyer nor anyone acting
on its behalf has offered, transferred, pledged,
sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A
Securities or any other similar security to, or
solicited any offer to buy or accept a transfer,
pledge or other disposition of the Rule 144A
Securities, any interest in the Rule 144A
Securities or any other similar security from, or
otherwise approached or negotiated with respect to
the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security
with, any person in any manner, or made any
general solicitation by means of general
advertising or in any other manner, or taken any
other action, that would constitute a distribution
of the Rule 144A Securities under the 1933 Act or
that would render the disposition of the Rule 144A
Securities a violation of Section 5 of the 1933
Act or require registration pursuant thereto, nor
will it act, nor has it authorized or will it
authorize any person to act, in such manner with
respect to the Rule 144A Securities.
e. The Buyer is a "qualified
institutional buyer" as that term is defined in
Rule 144A under the 1933 Act and has completed
either of the forms of certification to that
effect attached hereto as Annex 1 or Annex 2. The
Buyer is aware that the sale to it is being made
in reliance on Rule 144A. The Buyer is acquiring
the Rule 144A Securities for its own account or
the accounts of other qualified institutional
buyers, understands that such Rule 144A Securities
may be resold, pledged or transferred only (i) to
a person reasonably believed to be a qualified
institutional buyer that purchases for its own
account or for the account of a qualified
institutional buyer to whom notice is given that
the resale, pledge or transfer is being made in
reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the 1933 Act.
[3. The Buyer warrants and represents to,
and covenants with, the Seller, the Master Servicer and
the Company that either (1) the Buyer (A) is not an
employee benefit plan (within the meaning of Section
3(3) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA")) which is subject to ERISA
(a "Plan"), or a plan (within the meaning of Section
4975(e)(1) of the Internal Revenue Code of 1986 (the
"Code")) which is subject to Section 4975 of the Code
(also 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 or purchasing the Rule 144A
Securities with "plan assets" of any Plan, will not be
made unless such Plan or Person 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 any 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.
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:
<PAGE>
ANNEX 1 TO EXHIBIT O
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.
<PAGE>
___ Savings and Loan. The Buyer (a) is a savings
and loan association, building and loan
association, cooperative bank, homestead
association or similar institution, which is
supervised and examined by a State or Federal
authority having supervision over any such
institutions or is a foreign savings and loan
association or equivalent institution and (b)
has an audited net worth of at least
$25,000,000 as demonstrated in its latest
annual financial statements.
___ Broker-Dealer. The Buyer is a dealer
registered pursuant to Section 15 of the
Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance
company whose primary and predominant
business activity is the writing of insurance
or the reinsuring of risks underwritten by
insurance companies and which is subject to
supervision by the insurance commissioner or
a similar official or agency of a State or
territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan
established and maintained by a State, its
political subdivisions, or any agency or
instrumentality of the State or its political
subdivisions, for the benefit of its
employees.
___ ERISA Plan. The Buyer is an employee benefit
plan within the meaning of Title I of the
Employee Retirement Income Security Act of
1974.
___ Investment Adviser. The Buyer is an
investment adviser registered under the
Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business
Investment Company licensed by the U.S. Small
Business Administration under Section 301(c)
or (d) of the Small Business Investment Act
of 1958.
___ Business Development Company. The Buyer is a
business development company as defined in
Section 202(a)(22) of the Investment Advisers
Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose
trustee is a bank or trust company and whose
participants are exclusively (a) plans
established and maintained by a State, its
political subdivisions, or any agency or
instrumentality of the State or its political
subdivisions, for the benefit of its
employees, or (b) employee benefit plans
within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, but
is not a trust fund that includes as
participants individual retirement accounts
or H.R. 10 plans.
3. The term "securities" as used herein
does not include (i) securities of issuers that are
affiliated with the Buyer, (ii) securities that are
part of an unsold allotment to or subscription by the
Buyer, if the Buyer is a dealer, (iii) bank deposit
notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi)
securities owned but subject to a repurchase agreement
and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the
aggregate amount of securities owned and/or invested on
a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not
include any of the securities referred to in the
preceding paragraph. Further, in determining such
aggregate amount, the Buyer may have included
securities owned by subsidiaries of the Buyer, but
only if such subsidiaries are consolidated with the
Buyer in its financial statements prepared in
accordance with generally accepted accounting
principles and if the investments of such subsidiaries
are managed under the Buyer's direction. However, such
securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another
enterprise and the Buyer is not itself a reporting
company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is
familiar with Rule 144A and understands that the seller
to it and other parties related to the Certificates are
relying and will continue to rely on the statements
made herein because one or more sales to the Buyer may
be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule
Yes No 144A 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:
<PAGE>
ANNEX 2 TO EXHIBIT O
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:
