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) June 13,
1995
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as
company under a Pooling and Servicing Agreement dated as
of May 1, 1995 providing for, inter alia, the issuance of
Mortgage Pass-Through Certificates, Series 1995-S7)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 33-54227 75-2006294
(State or other (Commission (I.R.S. employer
jurisdiction file number) identification no.)
of incorporation)
8400 Normandale Lake Blvd., Suite 600, Minneapolis, MN
(Address of principal executive offices) 55437
(Zip code)
Registrant's telephone number, including area code (612)
832-7000
(Former name or former address, if changed since last
report)
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
1. Pooling and Servicing Agreement, dated as
of May 1, 1995 among Residential Funding Mortgage
Securities I, Inc., as company, Residential Funding
Corporation, as master servicer, and Bankers Trust
Company, as trustee.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/Jill M. Davis
Name: Jill M. Davis
Title: Vice President
Dated: June 13, 1995
EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of May 1, 1995
Mortgage Pass-Through Certificates
Series 1995-S7
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions..........................2
Accrued Certificate Interest.........2
Adjusted Mortgage Rate...............3
Advance..............................3
Affiliate............................3
Agreement............................3
Amount Held for Future Distribution..3
Appraised Value......................4
Assignment...........................4
Assignment Agreement.................4
Assignment of Proprietary Lease......4
Available Distribution Amount........4
Bankruptcy Amount....................5
Bankruptcy Code......................5
Bankruptcy Loss......................5
Book-Entry Certificate...............5
Business Day.........................5
Buydown Funds........................5
Buydown Mortgage Loan................5
Cash Liquidation.....................5
Certificate..........................6
Certificate Account..................6
Certificate Account Deposit Date.....6
Certificateholder or Holder..........6
Certificate Owner....................6
Certificate Principal Balance........6
Certificate Register and
Certificate Registrar................7
Class................................7
Class A Certificate..................7
Class A-10 Collection Shortfall......7
Class A-10 Principal
Distribution Amount..................7
Class B Certificate..................7
Class B Percentage...................8
Class B-1 Percentage.................8
Class B-2 Percentage.................8
Class B-3 Percentage.................8
Class B-1 Prepayment
Distribution Trigger.................8
Class B-2 Prepayment
Distribution Trigger.................8
Class B-3 Prepayment
Distribution Trigger.................8
Class M Certificate..................9
Class M Percentage...................9
Class M-1 Percentage.................9
Class M-2 Percentage.................9
Class M-3 Percentage.................9
Class M-2 Prepayment
Distribution Trigger.................9
Class M-3 Prepayment
Distribution Trigger.................9
Class R Certificate.................10
Class R-I Certificate...............10
Class R-II Certificate..............10
Closing Date........................10
Code................................10
Compensating Interest...............10
Cooperative.........................10
Cooperative Apartment...............10
Cooperative Lease...................10
Cooperative Loans...................11
Cooperative Stock...................11
Cooperative Stock Certificate.......11
Corporate Trust Office..............11
Credit Support Depletion Date.......11
Curtailment.........................11
Custodial Account...................11
Custodial Agreement.................11
Custodian...........................11
Cut-off Date........................11
Cut-off Date Principal Balance......11
Debt Service Reduction..............12
Deficient Valuation.................12
Definitive Certificate..............12
Deleted Mortgage Loan...............12
Depository..........................12
Depository Participant..............12
Destroyed Mortgage Note.............12
Determination Date..................12
Discount Fraction...................12
Discount Mortgage Loan..............12
Disqualified Organization...........13
Distribution Date...................13
Due Date............................13
Due Period..........................13
Eligible Account....................13
Eligible Funds:.....................14
Event of Default....................14
Excess Bankruptcy Loss..............14
Excess Fraud Loss...................14
Excess Special Hazard Loss..........14
Excess Subordinate
Principal Amount....................14
Extraordinary Events................14
Extraordinary Losses................15
FDIC................................15
FHLMC...............................15
Final Distribution Date.............15
Fitch...............................15
FNMA................................15
Foreclosure Profits.................15
Fraud Loss Amount...................16
Fraud Losses........................16
Independent.........................16
Initial Certificate
Principal Balance...................17
Initial Monthly Payment Fund........17
Insurance Proceeds..................17
Insurer.............................17
Late Collections....................17
Liquidation Proceeds................17
Loan-to-Value Ratio.................17
Maturity Date.......................17
Monthly Payment.....................17
Moody's.............................18
Mortgage............................18
Mortgage File.......................18
Mortgage Loan Schedule..............18
Mortgage Loans......................19
Mortgage Note.......................19
Mortgage Rate.......................19
Mortgaged Property..................19
Mortgagor...........................19
Net Mortgage Rate...................19
Non-Discount Mortgage Loan..........19
Non-Primary Residence Loans.........19
Non-United States Person............19
Nonrecoverable Advance..............20
Nonsubserviced Mortgage Loan........20
Notional Amount.....................20
Officers' Certificate...............20
Opinion of Counsel..................20
Original Senior Percentage..........20
Outstanding Mortgage Loan...........20
Ownership Interest..................20
PAC Certificate.....................20
PAC Principal Amount................21
Pass-Through Rate...................21
Paying Agent........................21
Percentage Interest.................21
Permitted Investments...............21
Permitted Transferee................22
Person..............................22
Planned Principal Balance...........22
Pool Stated Principal Balance.......22
Prepayment Assumption...............23
Prepayment Distribution Percentage..23
Prepayment Distribution Trigger.....24
Prepayment Period...................24
Primary Insurance Policy............24
Principal Prepayment................25
Principal Prepayment in Full........25
Program Guide.......................25
Purchase Price......................25
Qualified Substitute Mortgage Loan..25
Rating Agency.......................25
Realized Loss.......................26
Record Date.........................26
Regular Certificate.................26
REMIC...............................26
REMIC I.............................26
REMIC I Certificates................27
REMIC II............................27
REMIC II Certificates...............27
REMIC Provisions....................27
REO Acquisition.....................27
REO Disposition.....................27
REO Imputed Interest................27
REO Proceeds........................27
REO Property........................28
Request for Release.................28
Required Insurance Policy...........28
Residential Funding.................28
Responsible Officer.................28
Schedule of Discount Fractions......28
Security Agreement..................28
Segment I...........................28
Segment II..........................28
Segment I Principal Amount..........28
Segment I Scheduled
Principal Balance...................28
Segment Certificate.................28
Seller..............................28
Seller's Agreement..................29
Senior Accelerated
Distribution Percentage.............29
Senior Percentage...................29
Senior Principal
Distribution Amount.................30
Servicing Accounts..................30
Servicing Advances..................30
Servicing Fee.......................30
Servicing Officer...................30
Special Hazard Amount...............30
Special Hazard Loss.................31
Spread..............................31
Spread Rate.........................31
Stated Principal Balance............31
Subordinate Principal
Distribution Amount.................32
Subserviced Mortgage Loan...........32
Subservicer.........................32
Subservicer Advance.................32
Subservicing Account................32
Subservicing Agreement..............32
Subservicing Fee....................33
Tax Returns.........................33
Transfer............................33
Transferee..........................33
Transferor..........................33
Trust Fund..........................33
Uncertificated Accrued Interest.....33
Uncertificated Pass-Through Rate....34
Uncertificated Principal Balance....34
Uncertificated REMIC I
Regular Interest V.................34
Uncertificated REMIC I
Regular Interest W..................34
Uncertificated REMIC I
Regular Interest X..................34
Uncertificated REMIC I
Regular Interest Y..................34
Uncertificated REMIC I
Regular Interests...................35
Uncertificated REMIC Regular
Interest V Distribution amount......35
Uncertificated REMIC I Regular
Interest W Distribution Amount......35
Uncertificated REMIC I Regular
Interest X Distribution Amount......35
Uncertificated REMIC I Regular
Interest Y Distribution Amount......35
Uncertificated REMIC I
Regular Interest Distribution
Amounts.............................35
Uninsured Cause.....................35
United States Person................35
Voting Rights.......................35
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.........37
Section 2.02. Acceptance by Trustee................42
Section 2.03. Representations, Warranties and
Covenants of the Master Servicer
and the Company......................43
Section 2.04. Representations and Warranties of
Sellers..............................47
Section 2.05. Issuance of Certificates Evidencing
Interests in REMIC I.................49
Section 2.06. Conveyance of Uncertificated REMIC I
Regular Interests; Acceptance by the
Trustee..............................49
Section 2.07. Issuance of Certificates Evidencing
Interest in REMIC II.................50
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer...51
Section 3.02. Subservicing Agreements Between
Master Servicer and Subservicers;
Enforcement of Subservicers' and
Sellers' Obligations.................52
Section 3.03. Successor Subservicers...............53
Section 3.04. Liability of the Master Servicer.....53
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or
Certificateholders...................54
Section 3.06. Assumption or Termination of
Subservicing Agreements by Trustee...54
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to Custodial
Account..............................54
Section 3.08. Subservicing Accounts; Servicing
Accounts.............................57
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage
Loans................................58
Section 3.10. Permitted Withdrawals from the
Custodial Account....................58
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder.....60
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage......61
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification
Agreements; Certain Assignments......63
Section 3.14. Realization Upon Defaulted Mortgage
Loans................................65
Section 3.15. Trustee to Cooperate; Release of
Mortgage Files.......................67
Section 3.16. Servicing and Other Compensation;
Compensating Interest................68
Section 3.17. Reports to the Trustee and the
Company..............................69
Section 3.18. Annual Statement as to Compliance....69
Section 3.19. Annual Independent Public Accountants'
Servicing Report.....................70
Section 3.20. Rights of the Company in Respect
of the Master Servicer...............70
Section 3.21. Administration of Buydown Funds......71
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.................72
Section 4.02. Distributions.......................72
Section 4.03. Statements to Certificateholders....81
Section 4.04. Distribution of Reports to the
Trustee and the Company; Advances
by the Master Servicer..............83
Section 4.05. Allocation of Realized Losses.......84
Section 4.06. Reports of Foreclosures and
Abandonment of Mortgaged Property...86
Section 4.07. Optional Purchase of Defaulted
Mortgage Loans......................86
Section 4.08. Distributions on the Uncertificated
REMIC I Regular Interests...........86
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates....................89
Section 5.02. Registration of Transfer and
Exchange of Certificates............91
Section 5.03. Mutilated, Destroyed, Lost or
Stolen Certificates.................95
Section 5.04. Persons Deemed Owners...............96
Section 5.05. Appointment of Paying Agent.........96
Section 5.06. Optional Purchase of Certificates...96
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of
the Company and the Master
Servicer............................99
Section 6.02. Merger or Consolidation of the
Company or the Master Servicer;
Assignment of Rights and Delegation
of Duties by Master Servicer........99
Section 6.03. Limitation on Liability of the
Company, the Master Servicer and
Others.............................100
Section 6.04. Company and Master Servicer Not to
Resign.............................101
ARTICLE VII
DEFAULT
Section 7.01. Events of Default..................102
Section 7.02. Trustee or Company to Act;
Appointment of Successor...........104
Section 7.03. Notification to Certificateholders.105
Section 7.04. Waiver of Events of Default........105
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee..................106
Section 8.02. Certain Matters Affecting the
Trustee............................107
Section 8.03. Trustee Not Liable for
Certificates or Mortgage Loans.....109
Section 8.04. Trustee May Own Certificates.......109
Section 8.05. Master Servicer to Pay Trustee's
Fees and Expenses; Indemnification.109
Section 8.06. Eligibility Requirements for
Trustee............................110
Section 8.07. Resignation and Removal of the
Trustee............................111
Section 8.08. Successor Trustee..................112
Section 8.09. Merger or Consolidation of
Trustee............................112
Section 8.10. Appointment of Co-Trustee or
Separate Trustee...................113
Section 8.11. Appointment of Custodians..........114
Section 8.12. Appointment of Office or Agency....114
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase
by the Master Servicer or the
Company or Liquidation of All
Mortgage Loans......................115
Section 9.02. Termination of REMIC II.............117
Section 9.03. Additional Termination
Requirements........................117
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration................119
Section 10.02. Master Servicer and Trustee
Indemnification.....................122
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment...........................123
Section 11.02. Recordation of Agreement;
Counterparts........................125
Section 11.03. Limitation on Rights of
Certificateholders..................126
Section 11.04. Governing Law.......................127
Section 11.05. Notices.............................127
Section 11.06. Notices to Rating Agency............127
Section 11.07. Severability of Provisions..........128
Section 11.08. Company's Right to Spread
Absolute............................128
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J: 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: Planned Principal Balances
Exhibit P: Segment I Scheduled Principal Balances
Exhibit Q: Schedule of Discount Fractions
This Pooling and Servicing Agreement, effective as of
May 1, 1995, among RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC., as the company (together with its
permitted successors and assigns, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer
(together with its permitted successors and assigns,
the "Master Servicer"), and BANKERS TRUST COMPANY, as
trustee (together with its permitted successors and
assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through
certificates (collectively, the "Certificates"), to be
issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership
interest in the Mortgage Loans (as defined herein). As
provided herein, the Master Servicer will make an
election to treat the entire segregated pool of assets
described in the definition of REMIC I (as defined
herein), and subject to this Agreement (including the
Mortgage Loans but excluding the Initial Monthly
Payment Fund), as a real estate mortgage investment
conduit (a "REMIC") for federal income tax purposes and
such segregated pool of assets will be designated as
"REMIC I." Four partial undivided beneficial ownership
interests in each of the Mortgage Loans (the
"Uncertificated REMIC I Regular Interests") will
represent ownership of "regular interests" in REMIC I
and the Class R-I Certificates will be the sole class
of "residual interests" in REMIC I, for purposes of the
REMIC Provisions (as defined herein) under federal
income tax law. A segregated pool of assets consisting
of the Uncertificated REMIC I Regular Interests will be
designated as "REMIC II," and the Master Servicer will
make a separate REMIC election with respect thereto.
The Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class
A-10, Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2 and Class B-3 Certificates will represent ownership
of "regular interests" in REMIC II, and the Class R-II
Certificates will be the sole class of "residual
interests" therein for purposes of the REMIC Provisions
(as defined herein) under federal income tax law.
The following table sets forth the designation, type,
Pass-Through Rate, aggregate Initial Certificate
Principal Balance, Maturity Date, initial ratings and
certain features for each Class of Certificates
comprising the interests in the Trust Fund created
hereunder.
Aggregate
Initial
Pass- Certificate
Through Principal
Designation Type Rate Balance
Class A-1 Senior 8.25% $10,285,000.00
Class A-2 Senior 7.75% $10,286,000.00
Class A-3 Senior 8.00% $25,078,000.00
Class A-4 Senior 8.00% $ 1,719,000.00
Class A-5 Senior 8.00% $22,300,000.00
Class A-6 Senior 7.10% $17,800,000.00
Class A-7 Senior 7.75% $ 5,280,000.00
Class A-8 Senior 7.75% $ 7,200,000.00
Class A-9 Senior 8.00% $ 0.00
Class A-10 Senior 0.00% $ 569,607.66
Class R-I Senior 8.00% $ 1,000.00
Class R-II Senior 8.00% $ 1,000.00
Class M-1 Mezzanine 8.00% $ 1,574,800.00
Class M-2 Mezzanine 8.00% $ 1,049,900.00
Class M-3 Mezzanine 8.00% $ 892,400.00
Class B-1 Subordinate 8.00% $ 209,800.00
Class B-2 Subordinate 8.00% $ 367,400.00
Class B-3 Subordinate 8.00% $ 367,731.33
Maturity Initial Ratings
Designation Features Date S&P Fitch
Class A-1 Segment May 25, 2010 AAA AAA
Class A-2 Segment May 25, 2010 AAA AAA
Class A-3 Segment May 25, 2010 AAA AAA
Class A-4 Segment May 25, 2010 AAA AAA
Class A-5 PAC May 25, 2010 AAA AAA
Class A-6 PAC May 25, 2010 AAA AAA
Class A-7 PAC May 25, 2010 AAA AAA
Class A-8 PAC May 25, 2010 AAA AAA
Class A-9 PAC Strip May 25, 2010 AAAr AAA
Class A-10 Principal Only May 25, 2010 AAAr AAA
Class R-I Residual/Segment May 25, 2010 AAA AAA
Class R-IIResidual/Segment May 25, 2010 AAA AAA
Class M-1 Mezzanine May 25, 2010 AA N/A
Class M-2 Mezzanine May 25, 2010 A N/A
Class M-3 Mezzanine May 25, 2010 N/A BBB
Class B-1 Subordinate May 25, 2010 BB N/A
Class B-2 Subordinate May 25, 2010 B N/A
Class B-3 Subordinate May 25, 2010 N/A N/A
The Mortgage Loans have an aggregate Cut-off Date
Principal Balance equal to $104,981,638.99. The
Mortgage Loans are fixed rate mortgage loans having
terms to maturity at origination or modification of not
more than 15 years.
In consideration of the mutual agreements herein
contained, the Company, the Master Servicer and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires,
shall have the meanings specified in this Article.
Accrued Certificate Interest: With respect to
each Distribution Date, as to any Class A Certificate
(other than Class A-9 Certificates and the Class A-10
Certificates), any Class M Certificate, any Class B
Certificate or any Class R Certificate, one month's
interest accrued at the related Pass-Through Rate on
the Certificate Principal Balance thereof immediately
prior to such Distribution Date. With respect to each
Distribution Date, as to the Class A-9 Certificates,
one month's interest accrued at the related Pass-
Through Rate on the related Notional Amount thereof.
Accrued Certificate Interest will be calculated on the
basis of a 360-day year consisting of twelve 30-day
months. In each case Accrued Certificate Interest on
any Class of Certificates will be reduced by the amount
of (i) Prepayment Interest Shortfalls (to the extent
not offset by the Master Servicer with a payment of
Compensating Interest as provided in Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage
Rate) of Realized Losses (including Excess Special
Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses) not allocated solely
to one or more specific Classes of Certificates
pursuant to Section 4.05, (iii) the interest portion of
Advances previously made with respect to a Mortgage
Loan or REO Property which remained unreimbursed
following the Cash Liquidation or REO Disposition of
such Mortgage Loan or REO Property that were made with
respect to delinquencies that were ultimately
determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses and (iv) any other interest shortfalls not
covered by the subordination provided by the Class M
Certificates and Class B Certificates, including
interest that is not collectible from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act
of 1940, as amended, or similar legislation or
regulations as in effect from time to time, with all
such reductions allocated among all of the Certificates
in proportion to their respective amounts of Accrued
Certificate Interest which would have resulted absent
such reductions. In addition to that portion of the
reductions described in the preceding sentence that are
allocated to any Class of Class B Certificates or any
Class of Class M Certificates, Accrued Certificate
Interest on such Class of Class B Certificates or such
Class of Class M Certificates will be reduced by the
interest portion (adjusted to the Net Mortgage Rate) of
Realized Losses that are allocated solely to such Class
of Class B Certificates or such Class of Class M
Certificates pursuant to Section 4.05. The Class A-10
Certificates are not entitled to any distributions in
respect of interest.
Adjusted Mortgage Rate: With respect to any Mortgage
Loan and any date of determination, the Mortgage Rate
borne by the related Mortgage Note, less the rate at
which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by
the Master Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other
Person controlling, controlled by or under common
control with such first Person. For the purposes of
this definition, "control" means the power to direct
the management and policies of such Person, directly or
indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings
correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and
all amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any
Distribution Date, the total of the amounts held in the
Custodial Account at the close of business on the
preceding Determination Date on account of (i)
Liquidation Proceeds, Insurance Proceeds, Principal
Prepayments, Mortgage Loan purchases made pursuant to
Section 2.02, 2.03 or 2.04 and Mortgage Loan
substitutions made pursuant to Section 2.03 or 2.04
received or made in the month of such Distribution Date
(other than such Liquidation Proceeds, Insurance
Proceeds and purchases of Mortgage Loans that the
Master Servicer has deemed to have been received in the
preceding month in accordance with Section 3.07(b)) and
(ii) payments which represent early receipt of
scheduled payments of principal and interest due on a
date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the
lesser of (i) the appraised value of such Mortgaged
Property based upon the appraisal made at the time of
the origination of the related Mortgage Loan, and (ii)
the sales price of the Mortgaged Property at such time
of origination, except in the case of a Mortgaged
Property securing a refinanced or modified Mortgage
Loan as to which it is either the appraised value
determined above or the appraised value determined in
an appraisal at the time of refinancing or
modification, as the case may be.
Assignment: An assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form,
sufficient under the laws of the jurisdiction wherein
the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for
the benefit of Certificateholders, which assignment,
notice of transfer or equivalent instrument may be in
the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in
the same county, if permitted by law and accompanied by
an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption
Agreement, dated as of May 30, 1995, between
Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a
Cooperative Loan, the assignment of the related
Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution
Date, an amount equal to (a) the sum of (i) the amount
relating to the Mortgage Loans on deposit in the
Custodial Account as of the close of business on the
immediately preceding Determination Date, exclusive of
the Spread, and amounts deposited in the Custodial
Account in connection with the substitution of
Qualified Substitute Mortgage Loans, (ii) the amount of
any Advance made on the immediately preceding
Certificate Account Deposit Date, (iii) any amount
deposited in the Custodial Account pursuant to Section
3.12(a), (iv) any amount deposited in the Custodial
Account pursuant to Section 2.01(f) and (v) any amount
deposited in the Certificate Account pursuant to
Section 4.07, reduced by (b) the sum as of the close of
business on the immediately preceding Determination
Date of (w) aggregate Foreclosure Profits, (x) the
Amount Held for Future Distribution, and (y) amounts
permitted to be withdrawn by the Master Servicer from
the Custodial Account in respect of the Mortgage Loans
pursuant to clauses (ii)-(x), inclusive, of Section
3.10(a).
Bankruptcy Amount: As of any date of determination, an
amount equal to the excess, if any, of (A) $100,000
over (B) the aggregate amount of Bankruptcy Losses
allocated solely to one or more specific Classes of
Certificates in accordance with Section 4.05. The
Bankruptcy Amount may be further reduced by the Master
Servicer (including accelerating the manner in which
such coverage is reduced) provided that prior to any
such reduction, the Master Servicer shall (i) obtain
written confirmation from each Rating Agency that such
reduction shall not reduce the rating assigned to any
Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned
to such Certificates as of the Closing Date by such
Rating Agency and (ii) provide a copy of such written
confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as
amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a
Deficient Valuation or Debt Service Reduction;
provided, however, that neither a Deficient Valuation
nor a Debt Service Reduction shall be deemed a
Bankruptcy Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the
Master Servicer is diligently pursuing any remedies
that may exist in connection with the representations
and warranties made regarding the related Mortgage Loan
and either (A) the related Mortgage Loan is not in
default with regard to payments due thereunder or (B)
delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any
applicable primary hazard insurance policy and any
related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the
Master Servicer or a Subservicer, in either case
without giving effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in
the name of the Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a
Sunday or (ii) a day on which banking institutions in
the State of New York, the State of Michigan, the State
of California or the State of Illinois (and such other
state or states in which the Custodial Account or the
Certificate Account are at the time located) are
required or authorized by law or executive order to be
closed.
Buydown Funds: Any amount contributed by the seller of
a Mortgaged Property, the Company or other source in
order to enable the Mortgagor to reduce the payments
required to be made from the Mortgagor's funds in the
early years of a Mortgage Loan. Buydown Funds are not
part of the Trust Fund prior to deposit into the
Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a
specified amount of interest is paid out of related
Buydown Funds in accordance with a related buydown
agreement.
Cash Liquidation: As to any defaulted Mortgage Loan
other than a Mortgage Loan as to which an REO
Acquisition occurred, a determination by the Master
Servicer that it has received all Insurance Proceeds,
Liquidation Proceeds and other payments or cash
recoveries which the Master Servicer reasonably and in
good faith expects to be finally recoverable with
respect to such Mortgage Loan.
Certificate: Any Class A Certificate, Class M
Certificate, Class B Certificate or Class R
Certificate.
Certificate Account: The account or accounts created
and maintained pursuant to Section 4.01, which shall be
entitled "Bankers Trust Company, as trustee, in trust
for the registered holders of Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through
Certificates, Series 1995-S7" and which must be an
Eligible Account.
Certificate Account Deposit Date: As to any
Distribution Date, the Business Day prior thereto.
Certificateholder or Holder: The Person in whose name
a Certificate is registered in the Certificate
Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a
holder of a Class R-I or R-II Certificate for purposes
hereof and, solely for the purpose of giving any
consent or direction pursuant to this Agreement, any
Certificate, other than a Class R-I or R-II
Certificate, registered in the name of the Company, the
Master Servicer or any Subservicer or any Affiliate
thereof shall be deemed not to be outstanding and the
Percentage Interest or Voting Rights evidenced thereby
shall not be taken into account in determining whether
the requisite amount of Percentage Interests or Voting
Rights necessary to effect any such consent or
direction has been obtained. All references herein to
"Holders" or "Certificateholders" shall reflect the
rights of Certificate Owners as they may indirectly
exercise such rights through the Depository and
participating members thereof, except as otherwise
specified herein; provided, however, that the Trustee
shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a
Certificate is registered in the Certificate Register.
Certificate Owner: With respect to a Book-Entry
Certificate, the Person who is the beneficial owner of
such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a
Depository Participant acts as agent, if any, and
otherwise on the books of a Depository Participant, if
any, and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each
Class A Certificate (other than a Class A-9
Certificate) and Class R Certificate, on any date of
determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Certificate as
specified on the face thereof, minus (ii) the sum of
(x) the aggregate of all amounts previously distributed
with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate
Principal Balance thereof pursuant to Section 4.02(a)
and (y) the aggregate of all reductions in Certificate
Principal Balance deemed to have occurred in connection
with Realized Losses which were previously allocated to
such Certificate (or any predecessor Certificate)
pursuant to Section 4.05. With respect to each Class M
Certificate, on any date of determination, an amount
equal to (i) the Initial Certificate Principal Balance
of such Class M Certificate as specified on the face
thereof, minus (ii) the sum of (x) the aggregate of all
amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and
applied to reduce the Certificate Principal Balance
thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with
Realized Losses which were previously allocated to such
Certificate (or any predecessor Certificate) pursuant
to Section 4.05; provided, that if the Certificate
Principal Balances of the Class B Certificates have
been reduced to zero, the Certificate Principal Balance
of each Class M Certificate of those Class M
Certificates outstanding with the highest numerical
designation at any given time shall thereafter be
calculated to equal the Percentage Interest evidenced
by such Certificate times the excess, if any, of (A)
the then aggregate Stated Principal Balance of the
Mortgage Loans over (B) the then aggregate Certificate
Principal Balance of all other Classes of Certificates
then outstanding. With respect to each Class B
Certificate, on any date of determination, an amount
equal to (i) the Initial Certificate Principal Balance
of such Class B Certificate as specified on the face
thereof, minus (ii) the sum of (x) the aggregate of all
amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and
applied to reduce the Certificate Principal Balance
thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with
Realized Losses which were previously allocated to such
Certificate (or any predecessor Certificate) pursuant
to Section 4.05; provided, that the Certificate
Principal Balance of each Class B Certificate of those
Class B Certificates outstanding with the highest
numerical designation at any given time shall be
calculated to equal the Percentage Interest evidenced
by such Certificate times the excess, if any, of (A)
the then aggregate Stated Principal Balance of the
Mortgage Loans over (B) the then aggregate Certificate
Principal Balance of all other Classes of Certificates
then outstanding. The Class A-9 Certificates have no
Certificate Principal Balance.
Certificate Register and Certificate Registrar: The
register maintained and the registrar appointed
pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing
the same designation.
Class A Certificate: Any one of the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9 or Class A-10 Certificates,
executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed
hereto as Exhibit A, each such Certificate evidencing
an interest designated as a "regular interest" in REMIC
II for purposes of the REMIC Provisions.
Class A-10 Collection Shortfall: With respect to the
Final Disposition of a Discount Mortgage Loan and any
Distribution Date, the excess of the amount described
in Section 4.02(b)(i)(C)(1) over the amount described
in Section 4.02(b)(i)(C)(2).
Class A-10 Principal Distribution Amount: As defined
in Section 4.02(b)(i).
Class B Certificate: Any one of the Class B-1
Certificates, Class B-2 Certificates or Class B-3
Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form
annexed hereto as Exhibit C and evidencing an interest
designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-
2 Percentage and Class B-3 Percentage.
Class B-1 Percentage: With respect to any Distribution
Date, a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate
Principal Balance of the Class B-1 Certificates
immediately prior to such date and the denominator of
which is the aggregate Stated Principal Balance of all
of the Mortgage Loans (or related REO Properties)
(other than the related Discount Fraction of each
Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class B-2 Percentage: With respect to any Distribution
Date, a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate
Principal Balance of the Class B-2 Certificates
immediately prior to such date and the denominator of
which is the aggregate Stated Principal Balance of all
of the Mortgage Loans (or related REO Properties)
(other than the related Discount Fraction of each
Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class B-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)
(other than the related Discount Fraction of each
Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class B-1 Prepayment Distribution Trigger: With
respect to any Distribution Date, a test that shall be
satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances
of the Class B-1 Certificates, Class B-2 Certificates
and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or
related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 0.90%.
Class B-2 Prepayment Distribution Trigger: With
respect to any Distribution Date, a test that shall be
satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances
of the Class B-2 Certificates and Class B-3
Certificates immediately prior to such Distribution
Date divided by the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date
is greater than or equal to 0.70%.
Class B-3 Prepayment Distribution Trigger: With
respect to any Distribution Date, a test that shall be
satisfied if the fraction (expressed as a percentage)
equal to the aggregate Certificate Principal Balance of
the Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or
related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 0.35%.
Class M Certificate: Any one of the Class M-1, Class
M-2 or Class M-3 Certificates executed by the Trustee
and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B
and evidencing an interest designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-
2 Percentage and Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution
Date, a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate
Principal Balance of the Class M-1 Certificates
immediately prior to such date and the denominator of
which is the aggregate Stated Principal Balance of all
of the Mortgage Loans (or related REO Properties)
(other than the related Discount Fraction of each
Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class M-2 Percentage: With respect to any Distribution
Date, a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate
Principal Balance of the Class M-2 Certificates
immediately prior to such date and the denominator of
which is the aggregate Stated Principal Balance of all
of the Mortgage Loans (or related REO Properties)
(other than the related Discount Fraction of each
Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class M-3 Percentage: With respect to any Distribution
Date, a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate
Principal Balance of the Class M-3 Certificates
immediately prior to such date and the denominator of
which is the aggregate Stated Principal Balance of all
of the Mortgage Loans (or related REO Properties)
(other than the related Discount Fraction of each
Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class M-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 2.75%.
Class M-3 Prepayment Distribution Trigger: With respect
to any Distribution Date, a test that shall be
satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances
of the Class M-3 Certificates, Class B-1 Certificates,
Class B-2 Certificates and Class B-3 Certificates
immediately prior to such Distribution Date divided by
the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) immediately
prior to such Distribution Date is greater than or
equal to 1.75%.
Class R Certificate: Any one of the Class R-I
Certificates or Class R-II Certificates.
Class R-I Certificate: Any one of the Class R-I
Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form
annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC I for
purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II
Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form
annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC II for
purposes of the REMIC Provisions.
Closing Date: May 30, 1995.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any
Distribution Date, an amount equal to Prepayment
Interest Shortfalls resulting from Principal
Prepayments in Full during the related Prepayment
Period, but not more than the lesser of (a) one-twelfth
of 0.125% of the Stated Principal Balance of the
Mortgage Loans immediately preceding such Distribution
Date and (b) the sum of the Servicing Fee, all income
and gain on amounts held in the Custodial Account and
the Certificate Account and payable to the
Certificateholders with respect to such Distribution
Date and servicing compensation to which the Master
Servicer may be entitled pursuant to Section 3.10(a)(v)
and (vi); provided that for purposes of this definition
the amount of the Servicing Fee will not be reduced
pursuant to Section 7.02 except as may be required
pursuant to the last sentence of such Section.
Cooperative: A private, cooperative housing
corporation organized under the laws of, and
headquartered in, the State of New York which owns or
leases land and all or part of a building or buildings
located in the State of New York, including apartments,
spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among
other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-
dwelling building owned or leased by a Cooperative,
which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of a proprietary lease or
occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan,
the proprietary lease or occupancy agreement with
respect to the Cooperative Apartment occupied by the
Mortgagor and relating to the related Cooperative
Stock, which lease or agreement confers an exclusive
right to the holder of such Cooperative Stock to occupy
such apartment.
Cooperative Loans: Any of the Mortgage Loans made in
respect of a Cooperative Apartment, evidenced by a
Mortgage Note and secured by (i) a Security Agreement,
(ii) the related Cooperative Stock Certificate, (iii)
an assignment of the Cooperative Lease, (iv) financing
statements and (v) a stock power (or other similar
instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of
the Cooperative Loan, each of which was transferred and
assigned to the Trustee pursuant to Section 2.01 and
are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan,
the single outstanding class of stock, partnership
interest or other ownership instrument in the related
Cooperative.
Cooperative Stock Certificate: With respect to a
Cooperative Loan, the stock certificate or other
instrument evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the
Trustee at which at any particular time its corporate
trust business with respect to this Agreement shall be
administered, which office at the date of the execution
of this instrument is located at Four Albany Street,
New York, New York 10006, Attention: Residential
Funding Corporation Series 1995-S7.
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: May 1, 1995.
Cut-off Date Principal Balance: As to any Mortgage
Loan, the unpaid principal balance thereof at the Cut-
off Date after giving effect to all installments of
principal due on or prior thereto, whether or not
received.
Debt Service Reduction: With respect to any Mortgage
Loan, a reduction in the scheduled Monthly Payment for
such Mortgage Loan by a court of competent jurisdiction
in a proceeding under the Bankruptcy Code, except such
a reduction constituting a Deficient Valuation or any
reduction that results in a permanent forgiveness of
principal.
Deficient Valuation: With respect to any Mortgage
Loan, a valuation by a court of competent jurisdiction
of the Mortgaged Property in an amount less than the
then outstanding indebtedness under the Mortgage Loan,
or any reduction in the amount of principal to be paid
in connection with any scheduled Monthly Payment that
constitutes a permanent forgiveness of principal, which
valuation or reduction results from a proceeding under
the Bankruptcy Code.
Definitive Certificate: Any definitive, fully
registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to
be replaced with a Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any
successor Depository hereafter named. The nominee of
the initial Depository for purposes of registering
those Certificates that are to be Book-Entry
Certificates is Cede & Co. The Depository shall at all
times be a "clearing corporation" as defined in Section
8-102(3) of the Uniform Commercial Code of the State of
New York and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or
other financial institution or other Person for whom
from time to time a Depository effects book-entry
transfers and pledges of securities deposited with the
Depository.
Destroyed Mortgage Note: A Mortgage Note the original
of which was permanently lost or destroyed and has not
been replaced.
Determination Date: With respect to any Distribution
Date, the 20th day (or if such 20th day is not a
Business Day, the Business Day immediately following
such 20th day) of the month of the related Distribution
Date.
Discount Fraction: With respect to each Discount
Mortgage Loan, the fraction expressed as a percentage,
the numerator of which is 8.00% minus the Net Mortgage
Rate (or the initial Net Mortgage Rate with respect to
any Discount Mortgage Loans as to which the Mortgage
Rate is modified pursuant to 3.07(a)) for such Mortgage
Loan and the denominator of which is 8.00%. The
Discount Fraction with respect to each Discount
Mortgage Loan is set forth on Exhibit Q attached
hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net
Mortgage Rate (or the initial Net Mortgage Rate) of
less than 8.00% and any Mortgage Loan deemed to be a
Discount Mortgage Loan pursuant to the definition of
Qualified Substitute Mortgage Loan.
Disqualified Organization: Any organization defined as
a "disqualified organization" under Section 860E(e)(5)
of the Code, which includes any of the following: (i)
the United States, any State or political subdivision
thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing
(other than an instrumentality which is a corporation
if all of its activities are subject to tax and, except
for the FHLMC, a majority of its board of directors is
not selected by such governmental unit), (ii) a foreign
government, any international organization, or any
agency or instrumentality of any of the foregoing,
(iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of
the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code and (v) any other
Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an Ownership
Interest in a Class R Certificate by such Person may
cause REMIC I, REMIC II or any Person having an
Ownership Interest in any Class of Certificates (other
than such Person) to incur a liability for any federal
tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest
in a Class R Certificate to such Person. The terms
"United States", "State" and "international
organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning
in the month immediately following the month of the
initial issuance of the Certificates or, if such 25th
day is not a Business Day, the Business Day immediately
following such 25th day.
Due Date: With respect to any Distribution Date, the
first day of the month in which such Distribution Date
occurs.
Due Period: With respect to any Distribution Date, the
period commencing on the second day of the month
preceding the month of such Distribution Date and
ending on the related Due Date.
Eligible Account: An account that is any of the
following: (i) maintained with a depository institution
the debt obligations of which have been rated by each
Rating Agency in its highest rating available, or (ii)
an account or accounts in a depository institution in
which such accounts are fully insured to the limits
established by the FDIC, provided that any deposits not
so insured shall, to the extent acceptable to each
Rating Agency, as evidenced in writing, be maintained
such that (as evidenced by an Opinion of Counsel
delivered to the Trustee and each Rating Agency) the
registered Holders of Certificates have a claim with
respect to the funds in such account or a perfected
first security interest against any collateral (which
shall be limited to Permitted Investments) securing
such funds that is superior to claims of any other
depositors or creditors of the depository institution
with which such account is maintained, or (iii) in the
case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust
department of The First National Bank of Chicago or (B)
an account or accounts maintained in the corporate
asset services department of The First National Bank of
Chicago, as long as its short term debt obligations are
rated P-1 (or the equivalent) or better by each Rating
Agency, and its long term debt obligations are rated A2
(or the equivalent) or better, by each Rating Agency,
or (iv) in the case of the Certificate Account, a trust
account or accounts maintained in the corporate trust
division of Bankers Trust Company, or (v) an account or
accounts of a depository institution acceptable to each
Rating Agency (as evidenced in writing by each Rating
Agency that use of any such account as the Custodial
Account or the Certificate Account will not reduce the
rating assigned to any Class of Certificates by such
Rating Agency below the lower of the then-current
rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date means the
portion, if any, of the Available Distribution Amount
remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the
Class A and Class R Certificates, (ii) the Senior
Principal Distribution Amount (determined without
regard to Section 4.02(a)(ii)(Y)(D) hereof), (iii) the
Class A-10 Principal Distribution Amount (determined
without regard to Section 4.02(b)(i)(E) hereof) and
(iv) the aggregate amount of Accrued Certificate
Interest on the Class M, Class B-1 and Class B-2
Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or
portion thereof, which exceeds the then applicable
Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof,
which exceeds the then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss,
or portion thereof, that exceeds the then applicable
Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to
any Distribution Date on which the Certificate
Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05
hereof) then outstanding is to be reduced to zero and
on which Realized Losses are to be allocated to such
class or classes, the excess, if any, of (i) the amount
that would otherwise be distributable in respect of
principal on such class or classes of Certificates on
such Distribution Date over (ii) the excess, if any, of
the Certificate Principal Balance of such class or
classes of Certificates immediately prior to such
Distribution Date over the aggregate amount of Realized
Losses to be allocated to such classes of Certificates
on such Distribution Date, as reduced by any such
amount that is included in clause (5) of the definition
of "Class A-10 Principal Distribution Amount".
Extraordinary Events: Any of the following conditions
with respect to a Mortgaged Property or Mortgage Loan
causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered
by the fidelity bond and the errors and omissions
insurance policy required to be maintained pursuant to
Section 3.12(b) but are in excess of the coverage
maintained thereunder;
(b) nuclear reaction or nuclear radiation or
radioactive contamination, all whether controlled or
uncontrolled, and whether such loss be direct or
indirect, proximate or remote or be in whole or in part
caused by, contributed to or aggravated by a peril
covered by the definition of the term "Special Hazard
Loss";
(c) hostile or warlike action in time of peace or war,
including action in hindering, combatting or defending
against an actual, impending or expected attack:
1. by any government or sovereign power, de jure or
de facto, or by any authority maintaining or using
military, naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power,
authority or forces;
(d) any weapon of war employing atomic fission or
radioactive force whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war,
usurped power or action taken by governmental authority
in hindering, combatting or defending against such an
occurrence, seizure or destruction under quarantine or
customs regulations, confiscation by order of any
government or public authority; or risks of contraband
or illegal transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage
Loan caused by or resulting from an Extraordinary
Event.
FDIC: Federal Deposit Insurance Corporation or any
successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created
and existing under Title III of the Emergency Home
Finance Act of 1970, as amended, or any successor
thereto.
Final Distribution Date: The Distribution Date on
which the final distribution in respect of the
Certificates will be made pursuant to Section 9.01
which Final Distribution Date shall in no event be
later than the end of the 90-day liquidation period
described in Section 9.03.
Fitch: Fitch Investors Service, L.P. or its successor
in interest.
FNMA: Federal National Mortgage Association, a
federally chartered and privately owned corporation
organized and existing under the Federal National
Mortgage Association Charter Act, or any successor
thereto.
Foreclosure Profits: As to any Distribution Date or
related Determination Date and any Mortgage Loan, the
excess, if any, of Liquidation Proceeds, Insurance
Proceeds and REO Proceeds (net of all amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii))
in respect of each Mortgage Loan or REO Property for
which a Cash Liquidation or REO Disposition occurred in
the related Prepayment Period over the sum of the
unpaid principal balance of such Mortgage Loan or REO
Property (determined, in the case of an REO
Disposition, in accordance with Section 3.14) plus
accrued and unpaid interest at the Mortgage Rate on
such unpaid principal balance from the Due Date to
which interest was last paid by the Mortgagor to the
first day of the month following the month in which
such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination
after the Cut-off Date, an amount equal to (X) prior to
the first anniversary of the Cut-off Date an amount
equal to 1.00% of the aggregate outstanding principal
balance of all of the Mortgage Loans as of the Cut-off
Date minus the aggregate amount of Fraud Losses
allocated solely to one or more specific Classes of
Certificates in accordance with Section 4.05 since the
Cut-off Date up to such date of determination (Y) from
the first to the third anniversary of the Cut-off Date,
an amount equal to (1) the lesser of (a) the Fraud Loss
Amount as of the most recent anniversary of the Cut-off
Date and (b) 1.00% of the aggregate outstanding
principal balance of all of the Mortgage Loans as of
the most recent anniversary of the Cut-off Date minus
(2) the Fraud Losses allocated solely to one or more
specific Classes of Certificates in accordance with
Section 4.05 since the most recent anniversary of the
Cut-off Date up to such date of determination and (Z)
from the third to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the
Fraud Loss Amount as of the most recent anniversary of
the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage
Loans as of the most recent anniversary of the Cut-off
Date minus (2) the Fraud Losses allocated solely to one
or more specific Classes of Certificates in accordance
with Section 4.05 since the most recent anniversary of
the Cut-off Date up to such date of determination. On
and after the fifth anniversary of the Cut-off Date the
Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the
Master Servicer (including accelerating the manner in
which such coverage is reduced) provided that prior to
any such reduction, the Master Servicer shall (i)
obtain written confirmation from each Rating Agency
that such reduction shall not reduce the rating
assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a
copy of such written confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to which
there was fraud in the origination of such Mortgage
Loan.
Independent: When used with respect to any specified
Person, means such a Person who (i) is in fact
independent of the Company, the Master Servicer and the
Trustee, or any Affiliate thereof, (ii) does not have
any direct financial interest or any material indirect
financial interest in the Company, the Master Servicer
or the Trustee or in an Affiliate thereof, and (iii) is
not connected with the Company, the Master Servicer or
the Trustee as an officer, employee, promoter,
underwriter, trustee, partner, director or person
performing similar functions.
Initial Certificate Principal Balance: With respect to
each Class of Certificates, the Certificate Principal
Balance of such Class of Certificates as of the Cut-off
Date as set forth in the Preliminary Statement hereto.
Initial Monthly Payment Fund: As defined in Section
2.01(f).
Insurance Proceeds: Proceeds paid in respect of the
Mortgage Loans pursuant to any Primary Insurance Policy
or any other related insurance policy covering a
Mortgage Loan, to the extent such proceeds are payable
to the mortgagee under the Mortgage, any Subservicer,
the Master Servicer or the Trustee and are not applied
to the restoration of the related Mortgaged Property or
released to the Mortgagor in accordance with the
procedures that the Master Servicer would follow in
servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance
Policy or any successor thereto or the named insurer in
any replacement policy.
Late Collections: With respect to any Mortgage Loan,
all amounts received during any Due Period, whether as
late payments of Monthly Payments or as Insurance
Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of Monthly
Payments due but delinquent for a previous Due Period
and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance
Proceeds) received by the Master Servicer in connection
with the taking of an entire Mortgaged Property by
exercise of the power of eminent domain or condemnation
or in connection with the liquidation of a defaulted
Mortgage Loan through trustee's sale, foreclosure sale
or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction,
expressed as a percentage, the numerator of which is
the current principal balance of the related Mortgage
Loan at the date of determination and the denominator
of which is the Appraised Value of the related
Mortgaged Property.
Maturity Date: 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 REMIC II and the
Uncertificated Principal Balance of each Uncertificated
REMIC I Regular Interest would be reduced to zero,
which is May 25, 2010, the Distribution Date
immediately following the latest scheduled maturity
date of any Mortgage Loan.
Monthly Payment: With respect to any Mortgage Loan
(including any REO Property) and any Due Date, the
payment of principal and interest due thereon in
accordance with the amortization schedule at the time
applicable thereto (after adjustment, if any, for
curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to
such amortization schedule by reason of any bankruptcy,
other than a Deficient Valuation, or similar proceeding
or any moratorium or similar waiver or grace period).
Moody's: Moody's Investors Service, Inc., or its
successor in interest.
Mortgage: With respect to each Mortgage Note related
to a Mortgage Loan which is not a Cooperative Loan, the
mortgage, deed of trust or other comparable instrument
creating a first lien on an estate in fee simple or
leasehold interest in real property securing a Mortgage
Note.
Mortgage File: The mortgage documents listed in
Section 2.01 pertaining to a particular Mortgage Loan
and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans
attached hereto as Exhibit F (as amended from time to
time to reflect the addition of Qualified Substitute
Mortgage Loans), which list shall set forth at a
minimum the following information as to each Mortgage
Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN
#");
(ii) the street address of the Mortgaged Property
including state and zip code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY
DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate less the Spread Rate ("NET
MTG RT");
(vii) the Spread Rate ("SPREAD");
(viii) the initial scheduled monthly payment of
principal, if any, and interest ("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL
BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues
("SUBSERV FEE") and at which the Servicing Fee accrues
("MSTR SERV FEE");
(xii) a code "T," "BT" or "CT" under the column "LN
FEATURE," indicating that the Mortgage Loan is secured
by a second or vacation residence; and
(xiii) a code "N" under the column "OCCP CODE,"
indicating that the Mortgage Loan is secured by a non-
owner occupied residence.
Such schedule may consist of multiple reports that
collectively set forth all of the information
requested.
Mortgage Loans: Such of the mortgage loans transferred
and assigned to the Trustee pursuant to Section 2.01 as
from time to time are held or deemed to be held as a
part of the Trust Fund, the Mortgage Loans originally
so held being identified in the initial Mortgage Loan
Schedule, and Qualified Substitute Mortgage Loans held
or deemed held as part of the Trust Fund including,
without limitation, (i) with respect to each
Cooperative Loan, the related Mortgage Note, Security
Agreement, Assignment of Proprietary Lease, Cooperative
Stock Certificate, Cooperative Lease and Mortgage File
and all rights appertaining thereto, and (ii) with
respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage
File and all rights appertaining thereto.
Mortgage Note: The originally executed note or other
evidence of indebtedness evidencing the indebtedness of
a Mortgagor under a Mortgage Loan, together with any
modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest
rate borne by the related Mortgage Note, or any
modification thereto.
Mortgaged Property: The underlying real property
securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per
annum rate of interest equal to the Adjusted Mortgage
Rate less the per annum rate at which the Servicing Fee
is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is
not a Discount Mortgage Loan.
Non-Primary Residence Loans: The Mortgage Loans
designated as secured by second or vacation residences,
or by non-owner occupied residences, on the Mortgage
Loan Schedule.
Non-United States Person: Any Person other than a
United States Person.
Nonrecoverable Advance: Any Advance previously made or
proposed to be made by the Master Servicer in respect
of a Mortgage Loan (other than a Deleted Mortgage Loan)
which, in the good faith judgment of the Master
Servicer, will not, or, in the case of a proposed
Advance, would not, be ultimately recoverable by the
Master Servicer from related Late Collections,
Insurance Proceeds, Liquidation Proceeds, REO Proceeds
or amounts reimbursable to the Master Servicer pursuant
to Section 4.02(a) hereof.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that,
at the time of reference thereto, is not subject to a
Subservicing Agreement.
Notional Amount: As of any Distribution Date, with
respect to the Class A-9 Certificates, an amount equal
to the sum of (a) 9/80th of the aggregate Certificate
Principal Balance of the Class A-6 Certificates
immediately prior to such date and (b) 1/32nd of the
aggregate Certificate Principal Balance of the Class A-
7 Certificates and Class A-8 Certificates immediately
prior to such date.
Officers' Certificate: A certificate signed by the
Chairman of the Board, the President or a Vice
President or Assistant Vice President, 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: 95.73%, which is the
fraction, expressed as a percentage, the numerator of
which is the aggregate Initial Certificate Principal
Balance of the Class A Certificates (other than the
Class A-10 Certificates) and Class R Certificates and
the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans (other than the
related Discount Fraction of each Discount Mortgage
Loan).
Outstanding Mortgage Loan: As to any Due Date, a
Mortgage Loan (including an REO Property) which was not
the subject of a Principal Prepayment in Full, Cash
Liquidation or REO Disposition and which was not
purchased, deleted or substituted for prior to such Due
Date pursuant to Section 2.02, 2.03 or 2.04.
Ownership Interest: As to any Certificate, any
ownership or security interest in such Certificate,
including any interest in such Certificate as the
Holder thereof and any other interest therein, whether
direct or indirect, legal or beneficial, as owner or as
pledgee.
PAC Certificate: Any one of the Class A-5, Class A-6,
Class A-7 and Class A-8 Certificates.
PAC Principal Amount: As defined in Section
4.02(b)(iv).
Pass-Through Rate: With respect to the Class A
Certificates (other than the Class A-10 Certificates),
Class M Certificates, Class B Certificates and Class R
Certificates and any Distribution Date, the per annum
rate set forth in the Preliminary Statement hereto.
Paying Agent: Bankers Trust Company or any successor
Paying Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate
(other than a Class A-9, Class R-I or Class R-II
Certificate), the undivided percentage ownership
interest in the related Class evidenced by such
Certificate, which percentage ownership interest shall
be equal to the Initial Certificate Principal Balance
thereof divided by the aggregate Initial Certificate
Principal Balance of all of the Certificates of the
same Class. With respect to a Class A-9, Class R-I or
Class R-II Certificate, the interest in distributions
to be made with respect to such Class evidenced
thereby, expressed as a percentage, as stated on the
face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and
interest by the United States or any agency or
instrumentality thereof when such obligations are
backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in
clause (i) maturing not more than one month from the
date of acquisition thereof, provided that the
unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by
each Rating Agency in its highest short-term rating
available;
(iii) federal funds, certificates of deposit, demand
deposits, time deposits and bankers' acceptances (which
shall each have an original maturity of not more than
90 days and, in the case of bankers' acceptances, shall
in no event have an original maturity of more than 365
days or a remaining maturity of more than 30 days)
denominated in United States dollars of any U.S.
depository institution or trust company incorporated
under the laws of the United States or any state
thereof or of any domestic branch of a foreign
depository institution or trust company; provided that
the debt obligations of such depository institution or
trust company (or, if the only Rating Agency is
Standard & Poor's, in the case of the principal
depository institution in a depository institution
holding company, debt obligations of the depository
institution holding company) at the date of acquisition
thereof have been rated by each Rating Agency in its
highest short-term rating available; and provided
further that, if the only Rating Agency is Standard &
Poor's and if the depository or trust company is a
principal subsidiary of a bank holding company and the
debt obligations of such subsidiary are not separately
rated, the applicable rating shall be that of the bank
holding company; and, provided further that, if the
original maturity of such short-term obligations of a
domestic branch of a foreign depository institution or
trust company shall exceed 30 days, the short-term
rating of such institution shall be A-1+ in the case of
Standard & Poor's if Standard & Poor's is the Rating
Agency;
(iv) commercial paper (having original maturities of
not more than 365 days) of any corporation incorporated
under the laws of the United States or any state
thereof which on the date of acquisition has been rated
by each Rating Agency in its highest short-term rating
available; provided that such commercial paper shall
have a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund
rated by each Rating Agency in its highest long-term
rating available; and
(vi) other obligations or securities that are
acceptable to each Rating Agency as a Permitted
Investment hereunder and will not reduce the rating
assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the
Closing Date by such Rating Agency, as evidenced in
writing;
provided, however, that no instrument shall be a
Permitted Investment if it represents, either (1) the
right to receive only interest payments with respect to
the underlying debt instrument or (2) the right to
receive both principal and interest payments derived
from obligations underlying such instrument and the
principal and interest payments with respect to such
instrument provide a yield to maturity greater than
120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating
available on unsecured long-term debt shall mean AAA in
the case of Standard & Poor's and Fitch and Aaa in the
case of Moody's, and references herein to the highest
rating available on unsecured commercial paper and
short-term debt obligations shall mean A-1 in the case
of Standard & Poor's, P-1 in the case of Moody's and
either A-1 by Standard & Poor's, P-1 by Moody's or F-1
by Fitch in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R
Certificate, other than a Disqualified Organization or
Non-United States Person.
Person: Any individual, corporation, partnership,
joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency
or political subdivision thereof.
Planned Principal Balance: With respect to each Class
of PAC Certificates, the amount set forth for such
Class on such Distribution Date, as set forth on
Exhibit O hereto.
Pool Stated Principal Balance: As to any date of
determination, the aggregate of the Stated Principal
Balances of each Mortgage Loan that was an Outstanding
Mortgage Loan on the Due Date in the month preceding
the month of such date of determination.
Prepayment Assumption: A prepayment assumption of 250%
of the standard prepayment assumption, used for
determining the accrual of original issue discount and
market discount and premium on the Certificates for
federal income tax purposes. The standard prepayment
assumption assumes a constant rate of prepayment of
mortgage loans of 0.2% per annum of the then
outstanding principal balance of such mortgage loans in
the first month of the life of the mortgage loans,
increasing by an additional 0.2% per annum in each
succeeding month until the thirtieth month, and a
constant 6% per annum rate of prepayment thereafter for
the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to
any Distribution Date and each Class of Class M
Certificates and Class B Certificates, under the
applicable circumstances set forth below, the
respective percentages set forth below:
(i) For any Distribution Date on which the Class M-1
Certificates are outstanding and prior to the later to
occur of (x) the Distribution Date in June 2002 and (y)
the Distribution Date on which the sum of the Class M-2
Percentage, Class M-3 Percentage and Class B
Percentage (before taking into account such month's
distribution) equals or exceeds 5.53%:
(a) in the case of the Class M-1 Certificates, 100%;
and
(b) in the case of each other Class of Class M
Certificates and each Class of Class B Certificates,
0%.
(ii) For any Distribution Date not described in clause
(i) above:
(a) in the case of the Class of Class M Certificates
then outstanding with the lowest numerical designation
(or in the event the Class M Certificates are no longer
outstanding, the Class of Class B Certificates then
outstanding with the lowest numerical designation) and
each other Class of Class M Certificates and Class B
Certificates for which the related Prepayment
Distribution Trigger has been satisfied, a fraction,
expressed as a percentage, the numerator of which is
the Certificate Principal Balance of such Class
immediately prior to such date and the denominator of
which is the sum of the Certificate Principal Balances
immediately prior to such date of (1) the Class of
Class M Certificates then outstanding with the lowest
numerical designation (or in the event the Class M
Certificates are no longer outstanding, the Class of
Class B Certificates then outstanding with the lowest
numerical designation) and (2) all other Classes of
Class M Certificates and Class B Certificates for which
the respective Prepayment Distribution Triggers have
been satisfied; and
(b) in the case of each other Class of Class M
Certificates and Class B Certificates for which the
Prepayment Distribution Triggers have not been
satisfied, 0%.
(iii) Notwithstanding the foregoing, if the application
of the foregoing percentages on any Distribution Date
as provided in Section 4.02 (determined without regard
to the proviso to the definition of "Subordinate
Principal Distribution Amount") would result in a
distribution in respect of principal of any Class or
Classes of Class M Certificates and Class B
Certificates in an amount greater than the remaining
Certificate Principal Balance thereof (any such class,
a "Maturing Class"), then: (a) the Prepayment
Distribution Percentage of each Maturing Class shall be
reduced to a level that, when applied as described
above, would exactly reduce the Certificate Principal
Balance of such Class to zero; (b) the Prepayment
Distribution Percentage of each other Class of Class M
Certificates and Class B Certificates (any such Class,
a "Non-Maturing Class") shall be recalculated in
accordance with the provisions in paragraph (ii) above,
as if the Certificate Principal Balance of each
Maturing Class had been reduced to zero (such
percentage as recalculated, the "Recalculated
Percentage"); (c) the total amount of the reductions in
the Prepayment Distribution Percentages of the Maturing
Class or Classes pursuant to clause (a) of this
sentence, expressed as an aggregate percentage, shall
be allocated among the Non-Maturing Classes in
proportion to their respective Recalculated Percentages
(the portion of such aggregate reduction so allocated
to any Non-Maturing Class, the "Adjustment
Percentage"); and (d) for purposes of such Distribution
Date, the Prepayment Distribution Percentage of each
Non-Maturing Class shall be equal to the sum of (1) the
Prepayment Distribution Percentage thereof, calculated
in accordance with the provisions in paragraph (ii)
above as if the Certificate Principal Balance of each
Maturing Class had not been reduced to zero, plus (2)
the related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2
Prepayment Distribution Trigger, Class M-3 Distribution
Trigger, Class B-1 Distribution Trigger, Class B-2
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 minus
the Spread Rate) paid by the Mortgagor for such
Prepayment Period to the date of such Principal
Prepayment in Full or (b) a Curtailment during the
prior calendar month, an amount equal to one month's
interest at the Net Mortgage Rate on the amount of such
Curtailment.
Prepayment Period: As to any Distribution Date, the
calendar month preceding the month of distribution.
Primary Insurance Policy: Each primary policy of
mortgage guaranty insurance or any replacement policy
therefor referred to in Section 2.03(b)(iv) and (v).
Principal Prepayment: Any payment of principal or
other recovery on a Mortgage Loan, including a recovery
that takes the form of Liquidation Proceeds or
Insurance Proceeds, which is received in advance of its
scheduled Due Date and is not accompanied by an amount
as to interest representing scheduled interest on such
payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment
made by a Mortgagor of the entire principal balance of
a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the
Servicer Guide for Residential Funding's mortgage loan
purchase and conduit servicing program and all
supplements and amendments thereto published by
Residential Funding from time to time.
Purchase Price: With respect to any Mortgage Loan (or
REO Property) required to be purchased on any date
pursuant to Section 2.02, 2.03, 2.04 or 4.07, an amount
equal to the sum of (i) 100% of the Stated Principal
Balance thereof plus the principal portion of any
related unreimbursed Advances and (ii) unpaid accrued
interest at the Adjusted Mortgage Rate (or at the Net
Mortgage Rate in the case of a purchase made by the
Master Servicer) on the Stated Principal Balance
thereof to the first day of the month following the
month of purchase from the Due Date to which interest
was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan
substituted by Residential Funding or the Company for a
Deleted Mortgage Loan which must, on the date of such
substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding
principal balance, after deduction of the principal
portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more
than one Mortgage Loan for a Deleted Mortgage Loan, an
aggregate outstanding principal balance, after such
deduction), not in excess of the Stated Principal
Balance of the Deleted Mortgage Loan (the amount of any
shortfall to be deposited by Residential Funding, in
the Custodial Account in the month of substitution);
(ii) have a Mortgage Rate and a Net Mortgage Rate no
lower than and not more than 1% per annum higher than
the Mortgage Rate and Net Mortgage Rate, respectively,
of the Deleted Mortgage Loan as of the date of
substitution; (iii) have a Loan-to-Value Ratio at the
time of substitution no higher than that of the Deleted
Mortgage Loan at the time of substitution; (iv) have a
remaining term to stated maturity not greater than (and
not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and
warranty set forth in Sections 2.03 and 2.04 hereof and
Section 4 of the Assignment Agreement; and (vi) have a
Spread Rate equal to or greater than that of the
Deleted Mortgage Loan. Notwithstanding any other
provisions herein, with respect to any Qualified
Substitute Mortgage Loan substituted for a Deleted
Mortgage Loan which was a Discount Mortgage Loan, such
Qualified Substitute Mortgage Loan shall be deemed to
be a Discount Mortgage Loan and to have a Discount
Fraction equal to the Discount Fraction of the Deleted
Mortgage Loan.
Rating Agency: Standard & Poor's and Fitch, with
respect to the Class A Certificates and Class R
Certificates, Standard & Poor's with respect to the
Class M-1, Class M-2, Class B-1 and Class B-2
Certificates and Fitch with respect to the Class M-3
Certificates. If either agency or a successor is no
longer in existence, "Rating Agency" shall be such
statistical credit rating agency, or other comparable
Person, designated by the Company, notice of which
designation shall be given to the Trustee and the
Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or
REO Property) as to which a Cash Liquidation or REO
Disposition has occurred, an amount (not less than
zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan (or REO Property) as of the date of Cash
Liquidation or REO Disposition, plus (ii) interest (and
REO Imputed Interest, if any) at the Net Mortgage Rate
from the Due Date as to which interest was last paid or
advanced to Certificateholders up to the last day of
the month in which the Cash Liquidation (or REO
Disposition) occurred on the Stated Principal Balance
of such Mortgage Loan (or REO Property) outstanding
during each Due Period that such interest was not paid
or advanced, minus (iii) the proceeds, if any, received
during the month in which such Cash Liquidation (or REO
Disposition) occurred, to the extent applied as
recoveries of interest at the Net Mortgage Rate and to
principal of the Mortgage Loan, net of the portion
thereof reimbursable to the Master Servicer or any
Subservicer with respect to related Advances or
expenses as to which the Master Servicer or Subservicer
is entitled to reimbursement thereunder but which have
not been previously reimbursed. With respect to each
Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the
principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by
the Deficient Valuation. With respect to each Mortgage
Loan which has become the object of a Debt Service
Reduction, the amount of such Debt Service Reduction.
Record Date: With respect to each Distribution Date,
the close of business on the last Business Day of the
month next preceding the month in which the related
Distribution Date occurs.
Regular Certificate: Any of the Certificates other
than a Class R-I Certificate or Class R-II Certificate.
REMIC: A "real estate mortgage investment conduit"
within the meaning of Section 860D of the Code.
REMIC I: The segregated pool of assets, with respect
to which a REMIC election is to be made, consisting of:
(i) the Mortgage Loans, exclusive of the Spread, and
the related Mortgage Files,
(ii) all payments on and collections in respect of the
Mortgage Loans due after the Cut-off Date as shall be
on deposit in the Custodial Account or in the
Certificate Account and identified as belonging to the
Trust Fund,
(iii) property which secured a Mortgage Loan and which
has been acquired for the benefit of the
Certificateholders by foreclosure or deed in lieu of
foreclosure, and
(iv) the hazard insurance policies and Primary
Insurance Policies, if any, and certain proceeds
thereof.
REMIC I Certificates: The Class R-I Certificates.
REMIC II: The segregated pool of assets consisting of
the Uncertificated REMIC I Regular Interests conveyed
in trust to the Trustee for the benefit of the holders
of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9,
Class A-10, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3 and Class R-II Certificates
pursuant to Section 2.06, with respect to which a
separate REMIC election is to be made.
REMIC II Certificates: Any of the Class A-1, Class A-
2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-
7, Class A-8, Class A-9, Class A-10, Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2, Class B-3 and
Class R-II Certificates.
REMIC Provisions: Provisions of the federal income tax
law relating to real estate mortgage investment
conduits, which appear at Sections 860A through 860G of
Subchapter M of Chapter 1 of the Code, and related
provisions, and temporary and final regulations (or, to
the extent not inconsistent with such temporary or
final regulations, proposed regulations) and published
rulings, notices and announcements promulgated
thereunder, as the foregoing may be in effect from time
to time.
REO Acquisition: The acquisition by the Master
Servicer on behalf of the Trustee for the benefit of
the Certificateholders of any REO Property pursuant to
Section 3.14.
REO Disposition: As to any REO Property, a
determination by the Master Servicer that it has
received all Insurance Proceeds, Liquidation Proceeds,
REO Proceeds and other payments and recoveries
(including proceeds of a final sale) which the Master
Servicer expects to be finally recoverable from the
sale or other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any
period, an amount equivalent to interest (at the Net
Mortgage Rate that would have been applicable to the
related Mortgage Loan had it been outstanding) on the
unpaid principal balance of the Mortgage Loan as of the
date of acquisition thereof for such period.
REO Proceeds: Proceeds, net of expenses, received in
respect of any REO Property (including, without
limitation, proceeds from the rental of the related
Mortgaged Property) which proceeds are required to be
deposited into the Custodial Account only upon the
related REO Disposition.
REO Property: A Mortgaged Property acquired by the
Master Servicer through foreclosure or deed in lieu of
foreclosure in connection with a defaulted Mortgage
Loan.
Request for Release: A request for release, the forms
of which are attached as Exhibit H hereto.
Required Insurance Policy: With respect to any
Mortgage Loan, any insurance policy which is required
to be maintained from time to time under this
Agreement, the Program Guide or the related
Subservicing Agreement in respect of such Mortgage
Loan.
Residential Funding: Residential Funding Corporation,
a Delaware corporation, in its capacity as seller of
the Mortgage Loans to the Company and any successor
thereto.
Responsible Officer: When used with respect to the
Trustee, any officer of the Corporate Trust Department
of the Trustee, including any Senior Vice President,
any Vice President, any Assistant Vice President, any
Assistant Secretary, any Trust Officer or Assistant
Trust Officer, or any other officer of the Trustee
customarily performing functions similar to those
performed by any of the above designated officers to
whom, with respect to a particular matter, such matter
is referred.
Schedule of Discount Fractions: The schedule setting
forth the Discount Fractions with respect to the
Discount Mortgage Loans, attached hereto as Exhibit Q.
Security Agreement: With respect to a Cooperative
Loan, the agreement creating a security interest in
favor of the originator in the related Cooperative
Stock.
Segment I: The amount of the Segment Certificates
apportioned to Segment I, which initially will be equal
to $18,110,000 and will be reduced in accordance with
Sections 4.02 and 4.05.
Segment II: The amount of the Segment Certificates
apportioned to Segment II, which initially will be
equal to $29,260,000 and will be reduced in accordance
with Sections 4.02 and 4.05.
Segment I Principal Amount: As defined in Section
4.02(b)(ii).
Segment I Scheduled Principal Balance: With respect to
each Distribution Date, the amount scheduled to be
applied to Segment I on such Distribution Date, as set
forth on Exhibit P hereto.
Segment Certificate: Any one of the Class A-1, Class
A-2, Class A-3, Class A-4, Class R-I and Class R-II
Certificates.
Seller: As to any Mortgage Loan, a Person, including
any Subservicer, that executed a Seller's Agreement
applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination
and sale of Mortgage Loans generally in the form of the
Seller Contract referred to or contained in the Program
Guide, or in such other form as has been approved by
the Master Servicer and the Company, each containing
representations and warranties in respect of one or
more Mortgage Loans.
Senior Accelerated Distribution Percentage: With
respect to any Distribution Date, the percentage
indicated below:
Distribution Date Senior Accelerated
Distribution Percentage
June 1995 through May 2000...100%
June 2000 through May 2001...Senior Percentage, plus
70% of the difference
between 100% and the
Senior Percentage
June 2001 through May 2002...Senior Percentage, plus
60% of the difference
between 100% and the
Senior Percentage
June 2002 through May 2003...Senior Percentage, plus
40% of the difference
between 100% and the
Senior Percentage
June 2003 through May 2004...Senior Percentage, plus
20% of the difference
between 100% and the
Senior Percentage
June 2004 and thereafter.....Senior Percentage;
provided, however, (i) that any scheduled reduction to
the Senior Accelerated Distribution Percentage
described above shall not occur as of any Distribution
Date unless either (a)(1) the outstanding principal
balance of Mortgage Loans delinquent 60 days or more
averaged over the last six months, as a percentage of
the aggregate outstanding principal balance of all
Mortgage Loans averaged over the last six months, does
not exceed 2% and (2) Realized Losses on the Mortgage
Loans to date for such Distribution Date if occurring
during the sixth, seventh, eighth, ninth or tenth year
(or any year thereafter) after the Closing Date are
less than 30%, 35%, 40%, 45% and 50%, respectively, of
the sum of the Initial Certificate Principal Balances
of the Class M Certificates and Class B Certificates or
(b)(1) the outstanding principal balance of the
Mortgage Loans delinquent 60 days or more averaged over
the last six months, as a percentage of the aggregate
outstanding principal balance of all Mortgage Loans
averaged over the last six months, does not exceed 4%
and (2) Realized Losses on the Mortgage Loans to date
for any Distribution Date are less than 10% of the sum
of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates and (ii)
that for any Distribution Date on which the Senior
Percentage is greater than the Original Senior
Percentage, the Senior Accelerated Distribution
Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, upon the reduction of
the aggregate Certificate Principal Balance of the
Class A Certificates (other than the Class A-10
Certificates) and Class R Certificates to zero, the
Senior Accelerated Distribution Percentage shall
thereafter be 0%.
Senior Percentage: As of any Distribution Date, the
lesser of 100% and a fraction, expressed as a
percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class A
Certificates (other than the Class A-10 Certificates)
and Class R Certificates immediately prior to such
Distribution Date and the denominator of which is the
aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than
the related Discount Fraction of each Discount Mortgage
Loan) immediately prior to such Distribution Date.
Senior Principal Distribution Amount: As to any
Distribution Date, the lesser of (a) the balance of the
Available Distribution Amount remaining after the
distribution of all amounts required to be distributed
pursuant to Section 4.02(a)(i) and (ii)(X) and (b) the
sum of the amounts required to be distributed to the
Class A Certificateholders and Class R
Certificateholders on such Distribution Date pursuant
to Section 4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created
and maintained pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and
necessary "out of pocket" costs and expenses incurred
in connection with a default, delinquency or other
unanticipated event by the Master Servicer in the
performance of its servicing obligations, including,
but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property,
(ii) any enforcement or judicial proceedings, including
foreclosures, (iii) the management and liquidation of
any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and
3.14.
Servicing Fee: With respect to any Mortgage Loan and
Distribution Date, the fee payable monthly to the
Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated
on the Mortgage Loan Schedule as the "MSTR SERV FEE"
for such Mortgage Loan, as may be adjusted with respect
to successor Master Servicers as provided in Section
7.02.
Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the administration and
servicing of the Mortgage Loans whose name and specimen
signature appear on a list of servicing officers
furnished to the Trustee by the Master Servicer, as
such list may from time to time be amended.
Special Hazard Amount: As of any Distribution Date, an
amount equal to $524,908 minus the sum of (i) the
aggregate amount of Special Hazard Losses allocated
solely to one or more specific Classes of Certificates
in accordance with Section 4.05 and (ii) the Adjustment
Amount (as defined below) as most recently calculated.
For each anniversary of the Cut-off Date, the
Adjustment Amount shall be equal to the amount, if any,
by which the amount calculated in accordance with the
preceding sentence (without giving effect to the
deduction of the Adjustment Amount for such
anniversary) exceeds the greater of (A) the greatest of
(i) twice the outstanding principal balance of the
Mortgage Loan in the Trust Fund which has the largest
outstanding principal balance on the Distribution Date
immediately preceding such anniversary, (ii) the
product of 1.00% multiplied by the outstanding
principal balance of all Mortgage Loans on the
Distribution Date immediately preceding such
anniversary and (iii) the aggregate outstanding
principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans in any single
five-digit California zip code area with the largest
amount of Mortgage Loans by aggregate principal balance
as of such anniversary and (B) an amount calculated by
the Master Servicer and approved by each Rating Agency,
which amount shall not be less than $500,000.
The Special Hazard Amount may be further reduced by the
Master Servicer (including accelerating the manner in
which coverage is reduced) provided that prior to any
such reduction, the Master Servicer shall (i) obtain
written confirmation from each Rating Agency that such
reduction shall not reduce the rating assigned to any
Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned
to such Certificates as of the Closing Date by such
Rating Agency and (ii) provide a copy of such written
confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess
of the cost of the lesser of repair or replacement of a
Mortgaged Property suffered by such Mortgaged Property
on account of direct physical loss, exclusive of (i)
any loss of a type covered by a hazard policy or a
flood insurance policy required to be maintained in
respect of such Mortgaged Property pursuant to Section
3.12(a), except to the extent of the portion of such
loss not covered as a result of any coinsurance
provision and (ii) any Extraordinary Loss.
Spread: With respect to any Mortgage Loan, all
interest accrued at the Spread Rate on the principal
balance from time to time outstanding of each Mortgage
Loan, the right to which is initially retained by the
Company pursuant to Section 2.01, and which is payable
to or at the direction of the Company out of the
interest portion of all payments or collections
actually received by the Master Servicer as to the
Mortgage Loan. In the event any payment or collection
received and allocated to interest on any Mortgage Loan
payment, net of Servicing Fees and any Subservicing
Fees, is less than the full amount of interest then due
with respect to such Mortgage Loan, the proportion of
such partial recovery to be treated as Spread shall be
determined in accordance with Section 3.14.
Spread Rate: With respect to each Mortgage Loan, the
rate per annum designated on the Mortgage Loan Schedule
as the "SPREAD" for such Mortgage Loan. For purposes
of the definition of Qualified Substitute Mortgage
Loan, Spread Rate is the excess of the Net Mortgage
Rate over 8.00% per annum.
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)(Y)(A), (ii) such Class's pro rata
share, based on the Certificate Principal Balance of
each Class of Class M Certificates and Class B
Certificates then outstanding, of the principal
collections described in Section 4.02(a)(ii)(Y)(B)(b)
to the extent such collections are not otherwise
distributed to the Class A and Class R Certificates;
(iii) the product of (x) the related Prepayment
Distribution Percentage, (y) 100% minus the Senior
Accelerated Distribution Percentage and (z) the
aggregate of all Principal Prepayments in Full and
Curtailments received in the related Prepayment Period
(other than the related Discount Fraction of such
Principal Payments in Full and Curtailments with
respect to a Discount Mortgage Loans); (iv) if such
Class is the most senior Class of Certificates then
outstanding (as established in Section 4.05 hereof),
any Excess Subordinate Principal Amount for such
Distribution Date; and (v) any amounts described in
clauses (i), (ii) and (iii) as determined for any
previous Distribution Date, that remain undistributed
to the extent that such amounts are not attributable to
Realized Losses which have been allocated to a
subordinate Class of Class M or Class B Certificates
minus (b) any Excess Subordinate Principal Amount not
payable to such Class on such Distribution Date
pursuant to the definition thereof; provided, however,
that such amount shall in no event exceed the
outstanding Certificate Principal Balance of such Class
of Certificates immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at
the time of reference thereto, is subject to a
Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer
has entered into a Subservicing Agreement and who
generally satisfied the requirements set forth in the
Program Guide in respect of the qualification of a
Subservicer as of the date of its approval as a
Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of
principal and interest on a Mortgage Loan which is
advanced by the related Subservicer (net of its
Subservicing Fee) pursuant to the Subservicing
Agreement.
Subservicing Account: An account established by a
Subservicer in accordance with Section 3.08.
Subservicing Agreement: The written contract between
the Master Servicer and any Subservicer relating to
servicing and administration of certain Mortgage Loans
as provided in Section 3.02, generally in the form of
the servicer contract referred to or contained in the
Program Guide or in such other form as has been
approved by the Master Servicer and the Company.
Subservicing Fee: As to any Mortgage Loan, the fee
payable monthly to the related Subservicer (or, in the
case of a Nonsubserviced Mortgage Loan, to the Master
Servicer) in respect of subservicing and other
compensation that accrues at an annual rate equal to
the excess of the Mortgage Rate borne by the related
Mortgage Note over the rate per annum designated on the
Mortgage Loan Schedule as the "CURR NET" for such
Mortgage Loan.
Tax Returns: The federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage
Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual
Interest Holders of REMIC Taxable Income or Net Loss
Allocation, or any successor forms, to be filed on
behalf of REMIC I and REMIC II due to their
classification as REMICs under the REMIC Provisions,
together with any and all other information, reports or
returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue
Service or any other governmental taxing authority
under any applicable provisions of federal, state or
local tax laws.
Transfer: Any direct or indirect transfer, sale,
pledge, hypothecation or other form of assignment of
any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer
any Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of
any Ownership Interest in a Certificate.
Trust Fund: REMIC I and REMIC II.
Uncertificated Accrued Interest: With respect to each
Distribution Date, (i) as to Uncertificated REMIC I
Regular Interest V, an amount equal to the aggregate
amount of Accrued Certificate Interest that would
result under the terms of the definition thereof on the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class M-1, Class M-2, Class M-3, Class B-1, Class B-2,
Class B-3 and Class R-II Certificates, if the Pass-
Through Rate on such Classes were equal to the
Uncertificated Pass-Through Rate on Uncertificated
REMIC I Regular Interest V, (ii) as to Uncertificated
REMIC I Regular Interest W, an amount equal to the
aggregate amount of Accrued Certificate Interest that
would result under the terms of the definition thereof
on the Class A-6 Certificates, if the Pass-Through Rate
on such Class were equal to the Uncertificated Pass-
Through Rate on Uncertificated REMIC I Regular Interest
W, (iii) as to Uncertificated REMIC I Regular Interest
X, an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms
of the definition thereof on the Class A-7 and Class A-
8 Certificates, if the Pass-Through Rates on such
Classes were equal to the Uncertificated Pass-Through
Rate on Uncertificated REMIC I Regular Interest X, and
(iv) as to Uncertificated REMIC I Regular Interest Y,
an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms
of the definition thereof on the Class A-10
Certificates, if the Pass-Through Rate on such Class
were equal to the Uncertificated Pass-Through Rate on
Uncertificated REMIC I Regular Interest Y.
Uncertificated Pass-Through Rate: With respect to each
of the Uncertificated REMIC I Regular Interests V, W, X
and Y, 8.00%, 8.00%, 8.00% and 0.00%, respectively.
Uncertificated Principal Balance: With respect to each
Uncertificated REMIC I Regular Interest on any date of
determination, an amount equal to $74,131,031.33 with
respect to Uncertificated REMIC I Regular Interest V,
$17,800,000.00 with respect to Uncertificated REMIC I
Regular Interest W, $12,480,000.00 with respect to
Uncertificated REMIC I Regular Interest X and
$569,607.66 with respect to Uncertificated REMIC I
Regular Interest Y, minus (ii) the sum of (x) the
aggregate of all amounts previously deemed distributed
with respect to such interest and applied to reduce the
Uncertificated Principal Balance thereof pursuant to
Section 4.08(a)(ii) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to
have occurred in connection with Realized Losses that
were previously deemed allocated to the Uncertificated
Principal Balance of such Uncertificated REMIC I
Regular Interest pursuant to Section 4.08(d).
Uncertificated REMIC I Regular Interest V: An
uncertificated partial undivided beneficial ownership
interest in REMIC I having a principal balance equal to
the Stated Principal Balance of the Mortgage Loans and
REO Property from time to time multiplied by a
fraction, the numerator of which is the aggregate
Certificate Principal Balance of the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2, Class B-3 and
Class R-II Certificates and the denominator of which is
the aggregate Certificate Principal Balance of all of
the Certificates, and which bears interest at a rate
equal to 8.00% per annum.
Uncertificated REMIC I Regular Interest W: An
uncertificated partial undivided beneficial ownership
interest in REMIC I having a principal balance equal to
the Stated Principal Balance of the Mortgage Loans and
REO Property from time to time multiplied by a
fraction, the numerator of which is the aggregate
Certificate Principal Balance of the Class A-6
Certificates and the denominator of which is the
aggregate Certificate Principal Balance of all of the
Certificates, and which bears interest at a rate equal
to 8.00% per annum.
Uncertificated REMIC I Regular Interest X: An
uncertificated partial undivided beneficial ownership
interest in REMIC I having a principal balance equal to
the Stated Principal Balance of the Mortgage Loans and
REO Property from time to time multiplied by a
fraction, the numerator of which is the aggregate
Certificate Principal Balance of the Class A-7
Certificates and Class A-8 Certificates and the
denominator of which is the aggregate Certificate
Principal Balance of all of the Certificates, and which
bears interest at a rate equal to 8.00% per annum.
Uncertificated REMIC I Regular Interest Y: An
uncertificated partial undivided beneficial ownership
interest in REMIC I having a principal balance equal to
the Stated Principal Balance of the Mortgage Loans and
REO Property from time to time multiplied by a
fraction, the numerator of which is the aggregate
Certificate Principal Balance of the Class A-10
Certificates and the denominator of which is the
aggregate Certificate Principal Balance of all of the
Certificates, and which bears interest at a rate equal
to 0.00% per annum.
Uncertificated REMIC I Regular Interests:
Uncertificated REMIC I Regular Interest V,
Uncertificated REMIC I Regular Interest W,
Uncertificated REMIC I Regular Interest X and
Uncertificated REMIC I Regular Interest Y.
Uncertificated REMIC Regular Interest V Distribution
Amount: With respect to any Distribution Date, the sum
of the amounts deemed to be distributed on the
Uncertificated REMIC I Regular Interest V for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest W Distribution
Amount: With respect to any Distribution Date, the sum
of the amounts deemed to be distributed on the
Uncertificated REMIC I Regular Interest W for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest X Distribution
Amount: With respect to any Distribution Date, the sum
of the amounts deemed to be distributed on the
Uncertificated REMIC I Regular Interest X for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Y Distribution
Amount: With respect to any Distribution Date, the sum
of the amounts deemed to be distributed on the
Uncertificated REMIC I Regular Interest Y for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Distribution
Amounts: The Uncertificated REMIC I Regular Interest V
Distribution Amount, Uncertificated REMIC I Regular
Interest W Distribution Amount, Uncertificated REMIC I
Regular Interest X Distribution Amount and
Uncertificated REMIC I Regular Interest Y Distribution
Amounts.
Uninsured Cause: Any cause of damage to property
subject to a Mortgage such that the complete
restoration of such property is not fully reimbursable
by the hazard insurance policies.
United States Person: A citizen or resident of the
United States, a corporation, partnership or other
entity created or organized in, or under the laws of,
the United States or any political subdivision thereof,
or an estate or trust whose income from sources without
the United States is includible in gross income for
United States federal income tax purposes regardless of
its connection with the conduct of a trade or business
within the United States.
Voting Rights: The portion of the voting rights of all
of the Certificates which is allocated to any
Certificate. 98.0% of all of the Voting Rights shall
be allocated among Holders of Certificates,
respectively, other than the Class A-9, Class R-I and
Class R-II Certificates, in proportion to the
outstanding Certificate Principal Balances of their
respective Certificates; and the Holders of the Class
A-9, Class R-I and Class R-II Certificates shall be
entitled to 1.0%, 0.5%, and 0.5% of all of the Voting
Rights, respectively, allocated among the Certificates
of each such Class in accordance with their respective
Percentage Interests.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01.Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and
delivery hereof, does hereby assign to the Trustee
without recourse all the right, title and interest of
the Company in and to the Mortgage Loans (exclusive of
all rights of the Company in and to the Spread with
respect to each Mortgage Loan), including all interest
and principal received on or with respect to the
Mortgage Loans after the Cut-off Date (other than
payments of principal and interest due on the Mortgage
Loans on or before the Cut-off Date), except for
scheduled payments due on June 1, 1995, with respect to
which the Master Servicer made a deposit pursuant to
Section 2.01(f).
(b) In connection with such assignment, except as set
forth in Section 2.01(c) below, the Company does hereby
deliver to, and deposit with, the Trustee, or to and
with one or more Custodians, as the duly appointed
agent or agents of the Trustee for such purpose, the
following documents or instruments (or copies thereof
as permitted by this Section) (I) with respect to each
Mortgage Loan so assigned (other than a Cooperative
Loan):
(i) The original Mortgage Note, endorsed without
recourse to the order of the Trustee and showing an
unbroken chain of endorsements from the originator
thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an
original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage
Note was lost, misplaced or destroyed, together with a
copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the Mortgage certified
by the public recording office in which such Mortgage
has been recorded;
(iii) An original Assignment of the Mortgage to the
Trustee with evidence of recording indicated thereon or
a copy of such assignment certified by the public
recording office in which such assignment has been
recorded;
(iv) The original recorded assignment or assignments of
the Mortgage showing an unbroken chain of title from
the originator thereof to the Person assigning it to
the Trustee or a copy of such assignment or assignments
of the Mortgage certified by the public recording
office in which such assignment or assignments have
been recorded; and
(v) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating
to such Mortgage Loan or a copy of each modification,
assumption agreement or preferred loan agreement
certified by the public recording office in which such
document has been recorded.
and (II) with respect to each Cooperative Loan so
assigned:
(i) The original Mortgage Note, endorsed without
recourse to the order of the Trustee and showing an
unbroken chain of endorsements from the originator
thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an
original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage
Note was lost, misplaced or destroyed, together with a
copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of
the Cooperative Loan with intervening assignments
showing an unbroken chain of title from such originator
to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with
respect to such Cooperative Loan, together with an
undated stock power (or other similar instrument)
executed in blank;
(iv) The original recognition agreement by the
Cooperative of the interests of the mortgagee with
respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement,
and any continuation statements, filed by the
originator of such Cooperative Loan as secured party,
each with evidence of recording thereof, evidencing the
interest of the originator under the Security Agreement
and the Assignment of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the
security interest referenced in clause (vi) above
showing an unbroken chain of title from the originator
to the Trustee, each with evidence of recording
thereof, evidencing the interest of the originator
under the Security Agreement and the Assignment of
Proprietary Lease;
(viii) An executed assignment of the interest of the
originator in the Security Agreement, Assignment of
Proprietary Lease and the recognition agreement
referenced in clause (iv) above, showing an unbroken
chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating
to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the
Master Servicer as debtor, the Company as secured party
and the Trustee as assignee and an executed UCC-1
financing statement showing the Company as debtor and
the Trustee as secured party, each in a form sufficient
for filing, evidencing the interest of such debtors in
the Cooperative Loans.
(c) The Company may, in lieu of delivering the
documents set forth in Section 2.01(b)(I)(iv) and (v)
and Section (b)(II)(ii), (iv), (vii), (ix) and (x) to
the Trustee or the Custodian or Custodians, deliver
such documents to the Master Servicer, and the Master
Servicer shall hold such documents in trust for the use
and benefit of all present and future
Certificateholders until such time as is set forth
below. Within ten Business Days following the earlier
of (i) the receipt of the original of each of the
documents or instruments set forth in Section
2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv),
(vii), (ix) and (x) (or copies thereof as permitted by
such Section) for any Mortgage Loan and (ii) a written
request by the Trustee to deliver those documents with
respect to any or all of the Mortgage Loans then being
held by the Master Servicer, the Master Servicer shall
deliver a complete set of such documents to the Trustee
or the Custodian or Custodians that are the duly
appointed agent or agents of the Trustee.
On the Closing Date, the Master Servicer shall certify
that it has in its possession an original or copy of
each of the documents referred to in Section
2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv),
(vii), (ix) and (x) which has been delivered to it by
the Company. Every six months after the Closing Date,
for so long as the Master Servicer is holding documents
pursuant to this Section 2.01(c), the Master Servicer
shall deliver to (i) 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.
(d) In the event that in connection with any Mortgage
Loan the Company cannot deliver the Mortgage, any
assignment, modification, assumption agreement or
preferred loan agreement (or copy thereof certified by
the public recording office) with evidence of recording
thereon concurrently with the execution and delivery of
this Agreement solely because of a delay caused by the
public recording office where such Mortgage,
assignment, modification, assumption agreement or
preferred loan agreement as the case may be, has been
delivered for recordation, the Company shall deliver or
cause to be delivered to the Trustee or the respective
Custodian a true and correct photocopy of such
Mortgage, assignment, modification, assumption
agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the
appropriate public office for real property records the
Assignment referred to in clause (I)(iii) of Section
2.01(b) except in states where, in the opinion of
counsel acceptable to the Trustee and the Master
Servicer, such recording is not required to protect the
Trustee's interests in the Mortgage Loan against the
claim of any subsequent transferee or any successor to
or creditor of the Company or the originator of such
Mortgage Loan and shall promptly cause to be filed the
Form UCC-3 assignment and UCC-1 financing statement
referred to in clause (II)(vii) and (x), respectively
of Section 2.01(b). If any Assignment, Form UCC-3 or
Form UCC-1, as applicable, is lost or returned
unrecorded to the Company because of any defect
therein, the Company shall prepare a substitute
Assignment, Form UCC-3 or Form UCC-1, as applicable, or
cure such defect, as the case may be, and cause such
Assignment to be recorded in accordance with this
paragraph. The Company shall promptly deliver or cause
to be delivered to the Trustee or the respective
Custodian such Mortgage or assignment or Form UCC-3 or
Form UCC-1, as applicable, (or copy thereof certified
by the public recording office) with evidence of
recording indicated thereon upon receipt thereof from
the public recording office or from the related
Subservicer. In connection with its servicing of
Cooperative Loans, the Master Servicer will use its
best efforts to file timely continuation statements
with regard to each financing statement and assignment
relating to Cooperative Loans as to which the related
Cooperative Apartment is located outside the State of
New York.
Any of the items set forth in Sections 2.01(b)(I)(iv)
and (v) and (II)(vi) and (vii) and that may be
delivered as a copy rather than the original may be
delivered in microfiche form.
(e) It is intended that the conveyances by the Company
to the Trustee of the Mortgage Loans as provided for in
this Section 2.01 and the Uncertificated REMIC I
Regular Interests as provided for in Section 2.06 be
construed as a sale by the Company to the Trustee of
the Mortgage Loans and the Uncertificated REMIC I
Regular Interests for the benefit of the
Certificateholders. Further, it is not intended that
any such conveyance be deemed to be a pledge of the
Mortgage Loans and the Uncertificated REMIC I Regular
Interests by the Company to the Trustee to secure a
debt or other obligation of the Company. However, in
the event that the Mortgage Loans and the
Uncertificated REMIC I Regular Interests are held to be
property of the Company or of Residential Funding, or
if for any reason this Agreement is held or deemed to
create a security interest in the Mortgage Loans and
the Uncertificated REMIC I Regular Interests, then it
is intended that (a) this Agreement shall also be
deemed to be a security agreement within the meaning of
Articles 8 and 9 of the New York Uniform Commercial
Code and the Uniform Commercial Code of any other
applicable jurisdiction; (b) the conveyance provided
for in Sections 2.01 and 2.06 shall be deemed to be (1)
a grant by the Company to the Trustee of a security
interest in all of the Company's right (including the
power to convey title thereto), title and interest,
whether now owned or hereafter acquired, in and to (A)
the Mortgage Loans, including (i) with respect to each
Cooperative Loan, the related Mortgage Note, Security
Agreement, Assignment of Proprietary Lease, Cooperative
Stock Certificate, Cooperative Lease, any insurance
policies and all other documents in the related
Mortgage File and (ii) with respect to each Mortgage
Loan other than a Cooperative Loan, the related
Mortgage Note, the Mortgage, any insurance policies and
all other documents in the related Mortgage File, (B)
all amounts payable pursuant to the Mortgage Loans in
accordance with the terms thereof, (C) the
Uncertificated REMIC I Regular Interests and (D) any
and all general intangibles consisting of, arising from
or relating to any of the foregoing, and all proceeds
of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other
property, including without limitation all amounts from
time to time held or invested in the Certificate
Account or the Custodial Account, whether in the form
of cash, instruments, securities or other property and
(2) an assignment by the Company to the Trustee of any
security interest in any and all of Residential
Funding's right (including the power to convey title
thereto), title and interest, whether now owned or
hereafter acquired, in and to the property described in
the foregoing clauses (1)(A), (B), (C) and (D) granted
by Residential Funding to the Company pursuant to the
Assignment Agreement; (c) the possession by the
Trustee, the Custodian or any other agent of the
Trustee of Mortgage Notes or such other items of
property as constitute instruments, money, negotiable
documents or chattel paper shall be deemed to be
"possession by the secured party," or possession by a
purchaser or a person designated by such secured party,
for purposes of perfecting the security interest
pursuant to the Minnesota Uniform Commercial Code and
the Uniform Commercial Code of any other applicable
jurisdiction (including, without limitation, Section 9-
305, 8-313 or 8-321 thereof); and (d) notifications to
persons holding such property, and acknowledgments,
receipts or confirmations from persons holding such
property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as
applicable) of the Trustee for the purpose of
perfecting such security interest under applicable law.
The Company and, at the Company's direction,
Residential Funding and the Trustee shall, to the
extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that,
if this Agreement were deemed to create a security
interest in the Mortgage Loans, the Uncertificated
REMIC I Regular Interests and the other property
described above, such security interest would be deemed
to be a perfected security interest of first priority
under applicable law and will be maintained as such
throughout the term of this Agreement. Without
limiting the generality of the foregoing, the Company
shall prepare and deliver to the Trustee not less than
15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for
filing, at the expense of the Company, all filings
necessary to maintain the effectiveness of any original
filings necessary under the Uniform Commercial Code as
in effect in any jurisdiction to perfect the Trustee's
security interest in or lien on the Mortgage Loans, the
Uncertificated REMIC I Regular Interests as evidenced
by an Officer's Certificate of the Company, including
without limitation (x) continuation statements, and (y)
such other statements as may be occasioned by (1) any
change of name of Residential Funding, the Company or
the Trustee (such preparation and filing shall be at
the expense of the Trustee, if occasioned by a change
in the Trustee's name), (2) any change of location of
the place of business or the chief executive office of
Residential Funding or the Company, (3) any transfer of
any interest of Residential Funding or the Company in
any Mortgage Loan, or (4) any transfer of any interest
of Residential Funding or the Company in any
Uncertificated REMIC I Regular Interest or
Uncertificated REMIC II Regular Interest.
(f) The Master Servicer hereby acknowledges the receipt
by it of cash in an amount equal to $19,262.33 (the
"Initial Monthly Payment Fund"), representing scheduled
principal amortization and interest at the Net Mortgage
Rate for the Due Date in June 1995, for those Mortgage
Loans for which the Trustee will not be entitled to
receive such payment. The Master Servicer shall hold
such Initial Monthly Payment Fund in the Custodial
Account and shall include such Initial Monthly Payment
Fund in the Available Distribution Amount for the
Distribution Date in June 1995. Notwithstanding
anything herein to the contrary, the Initial Monthly
Payment Fund shall not be an asset of the REMIC. To
the extent that the Initial Monthly Payment Fund
constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside reserve fund and
not an asset of the REMIC, (2) it shall be owned by the
Seller and (3) amounts transferred by the REMIC to the
Initial Monthly Payment Fund shall be treated as
transferred to the Seller or any successor, all within
the meaning of Section 1.860G-2(h) of the Treasury
Regulations.
Section 2.02.Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to
Mortgage Loans subject to a Custodial Agreement, and
based solely upon a receipt or certification executed
by the Custodian, receipt by the respective Custodian
as the duly appointed agent of the Trustee) of the
documents referred to in Section 2.01(b)(i) through
(iii) above (except that for purposes of such
acknowledgement only, a Mortgage Note may be endorsed
in blank and an Assignment of Mortgage may be in blank)
and declares that it, or a Custodian as its agent,
holds and will hold such documents and the other
documents constituting a part of the Mortgage Files
delivered to it, or a Custodian as its agent, in trust
for the use and benefit of all present and future
Certificateholders. The Trustee or Custodian (such
Custodian being so obligated under a Custodial
Agreement) agrees, for the benefit of
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
REMIC I at its Purchase Price, in either case within 90
days from the date the Master Servicer was notified of
such omission or defect. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or
the Subservicer, shall be deposited or caused to be
deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and,
upon receipt by the Trustee of written notification of
such deposit signed by a Servicing Officer, the Trustee
or any Custodian, as the case may be, shall release to
the Master Servicer the related Mortgage File and the
Trustee shall execute and deliver such instruments of
transfer or assignment prepared by the Master Servicer,
in each case without recourse, as shall be necessary to
vest in the Seller or its designee or the Subservicer
or its designee, as the case may be, any Mortgage Loan
released pursuant hereto and thereafter such Mortgage
Loan shall not be part of the Trust Fund. It is
understood and agreed that the obligation of the Seller
or the Subservicer, as the case may be, to so cure or
purchase any Mortgage Loan as to which a material
defect in or omission of a constituent document exists
shall constitute the sole remedy respecting such defect
or omission available to Certificateholders or the
Trustee on behalf of Certificateholders.
Section 2.03. Representations, Warranties and Covenants
of the Master Servicer and the Company.
(a) The Master Servicer hereby represents and warrants
to the Trustee for the benefit of Certificateholders
that:
(i) The Master Servicer is a corporation duly
organized, validly existing and in good standing under
the laws governing its creation and existence and is or
will be in compliance with the laws of each state in
which any Mortgaged Property is located to the extent
necessary to ensure the enforceability of each Mortgage
Loan in accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by
the Master Servicer and its performance and compliance
with the terms of this Agreement will not violate the
Master Servicer's Certificate of Incorporation or
Bylaws or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a
material default) under, or result in the material
breach of, any material contract, agreement or other
instrument to which the Master Servicer is a party or
which may be applicable to the Master Servicer or any
of its assets;
(iii) This Agreement, assuming due authorization,
execution and delivery by the Trustee and the Company,
constitutes a valid, legal and binding obligation of
the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable
bankruptcy, insolvency, reorganization, moratorium and
other laws affecting the enforcement of creditors'
rights generally and to general principles of equity,
regardless of whether such enforcement is considered in
a proceeding in equity or at law;
(iv) The Master Servicer is not in default with
respect to any order or decree of any court or any
order, regulation or demand of any Federal, state,
municipal or governmental agency, which default might
have consequences that would materially and adversely
affect the condition (financial or other) or operations
of the Master Servicer or its properties or might have
consequences that would materially adversely affect its
performance hereunder;
(v) No litigation is pending or, to the best of the
Master Servicer's knowledge, threatened against the
Master Servicer which would prohibit its entering into
this Agreement or performing its obligations under this
Agreement;
(vi) The Master Servicer will comply in all material
respects in the performance of this Agreement with all
reasonable rules and requirements of each insurer under
each Required Insurance Policy;
(vii) No information, certificate of an officer,
statement furnished in writing or report delivered to
the Company, any Affiliate of the Company or the
Trustee by the Master Servicer will, to the knowledge
of the Master Servicer, contain any untrue statement of
a material fact or omit a material fact necessary to
make the information, certificate, statement or report
not misleading; and
(viii) The Master Servicer has examined each existing,
and will examine each new, Subservicing Agreement and
is or will be familiar with the terms thereof. The
terms of each existing Subservicing Agreement and each
designated Subservicer are acceptable to the Master
Servicer and any new Subservicing Agreements will
comply with the provisions of Section 3.02.
It is understood and agreed that the representations
and warranties set forth in this Section 2.03(a) shall
survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master
Servicer, the Trustee or any Custodian of a breach of
any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects
the interests of the Certificateholders in any Mortgage
Loan, the party discovering such breach shall give
prompt written notice to the other parties (any
Custodian being so obligated under a Custodial
Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer
shall either (i) cure such breach in all material
respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document,
purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section
2.02. The obligation of the Master Servicer to cure
such breach or to so purchase such Mortgage Loan shall
constitute the sole remedy in respect of a breach of a
representation and warranty set forth in this Section
2.03(a) available to the Certificateholders or the
Trustee on behalf of the Certificateholders.
(b) The Company hereby represents and warrants to the
Trustee for the benefit of Certificateholders that as
of the Closing Date (or, if otherwise specified below,
as of the date so specified):
(i) No Mortgage Loan is one month or more delinquent in
payment of principal and interest as of the Cut-off
Date and no Mortgage Loan has been so delinquent more
than once in the 12-month period prior to the Cut-off
Date;
(ii) The information set forth in Exhibit F hereto with
respect to each Mortgage Loan or the Mortgage Loans, as
the case may be, is true and correct in all material
respects at the date or dates respecting which such
information is furnished;
(iii)The Mortgage Loans are fully-amortizing, fixed-rate mortgage
loans with level Monthly Payments due on the first day
of each month and terms to maturity at origination or
modification of not more than 15 years;
(iv) To the best of the Company's knowledge, if a
Mortgage Loan is secured by a Mortgaged Property with a
Loan-to-Value Ratio at origination in excess of 80%,
such Mortgage Loan is the subject of a Primary
Insurance Policy that insures that portion of the
principal balance thereof that exceeds the amount equal
to 75% of the Appraised Value of the related Mortgaged
Property. To the best of the Company's knowledge, each
such Primary Insurance Policy is in full force and
effect and the Trustee is entitled to the benefits
thereunder;
(v) The issuers of the Primary Insurance Policies are
insurance companies whose claims-paying abilities are
currently acceptable to each Rating Agency;
(vi) No more than 1.0% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off
Date are secured by Mortgaged Properties located in any
one zip code area in California, and no more than 2.0%
of the Mortgage Loans by aggregate Stated Principal
Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area outside
California; Not more than 2.0% of the Mortgage Loans by
aggregate stated Principal Balance as of the Cut-off
Date are Cooperative Loans;
(vii) If the improvements securing a Mortgage Loan are
in a federally designated special flood hazard area,
flood insurance in the amount required under the
Program Guide covers the related Mortgaged Property
(either by coverage under the federal flood insurance
program or by coverage by private insurers);
(viii) Immediately prior to the assignment of the
Mortgage Loans to the Trustee, the Company had good
title to, and was the sole owner of, each Mortgage Loan
free and clear of any pledge, lien, encumbrance or
security interest (other than rights to servicing and
related compensation) and such assignment validly
transfers ownership of the Mortgage Loans to the
Trustee free and clear of any pledge, lien, encumbrance
or security interest;
(ix) Approximately 9.64% 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) Not more than 0.2% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-Off
Date will be Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified
mortgage under Section 860G(a)(3)(A) of the Code and
Treasury Regulations Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of
the closing of each Mortgage Loan and is valid and
binding and remains in full force and effect;
(xiv)With respect to a Mortgage Loan that is a Cooperative Loan,
the Cooperative Stock that is pledged as security for
the Mortgage Loan is held by a person as a tenant-
stockholder (as defined in Section 216 of the Code) in
a cooperative housing corporation (as defined in
Section 216 of the Code);
(xv) With respect to each Mortgage Loan originated
under a "streamlined" Mortgage Loan program (through
which no new or updated appraisals of Mortgaged
Properties are obtained in connection with the
refinancing thereof), the related Seller has
represented that either (a) the value of the related
Mortgaged Property as of the date the Mortgage Loan was
originated was not less than the appraised value of
such property at the time of origination of the
refinanced Mortgage Loan or (b) the Loan-to-Value Ratio
of the Mortgage Loan as of the date of origination of
the Mortgage Loan generally meets the Company's
underwriting guidelines;
(xvi)Interest on each Mortgage Loan is calculated on the basis of
a
360-day year consisting of twelve 30-day months; and
(xvii)No more than 0.006% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date contain in the
related Mortgage File a Destroyed Mortgage Note.
It is understood and agreed that the representations
and warranties set forth in this Section 2.03(b) shall
survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master
Servicer, the Trustee or any Custodian of a breach of
any of the representations and warranties set forth in
this Section 2.03(b) which materially and adversely
affects the interests of the Certificateholders in any
Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any
Custodian being so obligated under a Custodial
Agreement); provided, however, that in the event of a
breach of the representation and warranty set forth in
Section 2.03(b)(xii), the party discovering such breach
shall give such notice within five days of discovery.
Within 90 days of its discovery or its receipt of
notice of breach, the Company shall either (i) cure
such breach in all material respects or (ii) purchase
such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02;
provided that the Company shall have the option to
substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution
occurs within two years following the Closing Date.
Any such substitution shall be effected by the Company
under the same terms and conditions as provided in
Section 2.04 for substitutions by Residential Funding.
It is understood and agreed that the obligation of the
Company to cure such breach or to so purchase or
substitute for any Mortgage Loan as to which such a
breach has occurred and is continuing shall constitute
the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of
Certificateholders. Notwithstanding the foregoing, the
Company shall not be required to cure breaches or
purchase or substitute for Mortgage Loans as provided
in this Section 2.03(b) if the substance of the breach
of a representation set forth above also constitutes
fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of
Sellers.
The Company, as assignee of Residential Funding under
the Assignment Agreement, hereby assigns to the Trustee
for the benefit of Certificateholders all of its right,
title and interest in respect of the Assignment
Agreement and each Seller's Agreement applicable to a
Mortgage Loan. Insofar as the Assignment Agreement or
such Seller's Agreement relates to the representations
and warranties made by Residential Funding or the
related Seller in respect of such Mortgage Loan and any
remedies provided thereunder for any breach of such
representations and warranties, such right, title and
interest may be enforced by the Master Servicer on
behalf of the Trustee and the Certificateholders. Upon
the discovery by the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any of the
representations and warranties made in a Seller's
Agreement or the Assignment Agreement (which, for
purposes hereof, will be deemed to include any other
cause giving rise to a repurchase obligation under the
Assignment Agreement) in respect of any Mortgage Loan
which materially and adversely affects the interests of
the Certificateholders in such Mortgage Loan, the party
discovering such breach shall give prompt written
notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Master
Servicer shall promptly notify the related Seller or
Residential Funding, as the case may be, of such breach
and request that such Seller or Residential Funding, as
the case may be, either (i) cure such breach in all
material respects within 90 days from the date the
Master Servicer was notified of such breach or (ii)
purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section
2.02; provided that in the case of a breach under the
Assignment Agreement Residential Funding shall have the
option to substitute a Qualified Substitute Mortgage
Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the
Closing Date, except that if the breach would cause the
Mortgage Loan to be other than a "qualified mortgage"
as defined in Section 860G(a)(3) of the Code, any such
substitution must occur within 90 days from the date
the Master Servicer was notified of the breach if such
90 day period expires before two years following the
Closing Date. In the event that Residential Funding
elects to substitute a Qualified Substitute Mortgage
Loan or Loans for a Deleted Mortgage Loan pursuant to
this Section 2.04, Residential Funding shall deliver to
the Trustee for the benefit of the Certificateholders
with respect to such Qualified Substitute Mortgage Loan
or Loans, the original Mortgage Note, the Mortgage, an
Assignment of the Mortgage in recordable form, and such
other documents and agreements as are required by
Section 2.01, with the Mortgage Note endorsed as
required by Section 2.01. No substitution will be made
in any calendar month after the Determination Date for
such month. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of
substitution shall not be part of the Trust Fund and
will be retained by the Master Servicer and remitted by
the Master Servicer to Residential Funding on the next
succeeding Distribution Date. For the month of
substitution, distributions to Certificateholders will
include the Monthly Payment due on a Deleted Mortgage
Loan for such month and thereafter Residential Funding
shall be entitled to retain all amounts received in
respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the
Mortgage Loan Schedule, and, if the Deleted Mortgage
Loan was a Discount Mortgage Loan, the Schedule of
Discount Fractions, for the benefit of the
Certificateholders to reflect the removal of such
Deleted Mortgage Loan and the substitution of the
Qualified Substitute Mortgage Loan or Loans and the
Master Servicer shall deliver the amended Mortgage Loan
Schedule, and, if the Deleted Mortgage Loan was a
Discount Loan, the amended Schedule of Discount
Fractions, to the Trustee. Upon such substitution, the
Qualified Substitute Mortgage Loan or Loans shall be
subject to the terms of this Agreement and the related
Subservicing Agreement in all respects, the related
Seller shall be deemed to have made the representations
and warranties with respect to the Qualified Substitute
Mortgage Loan contained in the related Seller's
Agreement as of the date of substitution, and the
Company and the Master Servicer shall be deemed to have
made with respect to any Qualified Substitute Mortgage
Loan or Loans, as of the date of substitution, the
covenants, representations and warranties set forth in
this Section 2.04, in Section 2.03 hereof and in
Section 4 of the Assignment Agreement, and the Master
Servicer shall be obligated to repurchase or substitute
for any Qualified Substitute Mortgage Loan as to which
a Repurchase Event (as defined in the Assignment
Agreement) has occurred pursuant to Section 4 of the
Assignment Agreement.
In connection with the substitution of one or more
Qualified Substitute Mortgage Loans for one or more
Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate
principal balance of all such Qualified Substitute
Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such
Deleted Mortgage Loans (in each case after application
of the principal portion of the Monthly Payments due in
the month of substitution that are to be distributed to
Certificateholders in the month of substitution).
Residential Funding shall deposit the amount of such
shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor.
Residential Funding shall give notice in writing to the
Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the
calculation of such shortfall and by an Opinion of
Counsel to the effect that such substitution will not
cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax
imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the
startup date" under Section 860G(d)(1) of the Code or
(b) any portion of the Trust Fund to fail to qualify as
a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the
Seller or Residential Funding, as the case may be, to
cure such breach or purchase (or in the case of
Residential Funding to substitute for) such Mortgage
Loan as to which such a breach has occurred and is
continuing shall constitute the sole remedy respecting
such breach available to Certificateholders or the
Trustee on behalf of Certificateholders. If the Master
Servicer is Residential Funding, then the Trustee shall
also have the right to give the notification and
require the purchase or substitution provided for in
the second preceding paragraph in the event of such a
breach of a representation or warranty made by
Residential Funding in the Assignment Agreement. In
connection with the purchase of or substitution for any
such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the right,
title and interest in respect of the Seller's Agreement
and the Assignment Agreement applicable to such
Mortgage Loan.
Section 2.05. Issuance of Certificates Evidencing
Interests in REMIC I.
The Trustee acknowledges the assignment to it of the
Mortgage Loans and the delivery of the Mortgage Files
to it, or any Custodian on its behalf, subject to any
exceptions noted, together with the assignment to it of
all other assets included in REMIC I, receipt of which
is hereby acknowledged. Concurrently with such deliv-
ery and in exchange therefor, the Trustee, pursuant to
the written request of the Company executed by an
officer of the Company has executed and caused to be
authenticated and delivered to or upon the order of the
Company the Class R-I Certificates in authorized
denominations which, together with the Uncertificated
REMIC I Regular Interests, evidence ownership of REMIC
I. The rights of the Class R-I Certificateholders and
REMIC II to receive distributions from the proceeds of
REMIC I in respect of the Class R-I Certificates and
the Uncertificated REMIC I Regular Interests, and all
ownership interests of the Class R-I Certificateholders
and REMIC II in such distributions, shall be as set
forth in this Agreement.
Section 2.06. Conveyance of Uncertificated REMIC I
Regular Interests; Acceptance by the Trustee.
The Company, as of the Closing Date, and concurrently
with the execution and delivery hereof, does hereby
assign without recourse all the right, title and
interest of the Company in and to the Uncertificated
REMIC I Regular Interests to the Trustee for the
benefit of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class
A-9, Class A-10, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3 and Class R-II
Certificateholders. The Trustee acknowledges receipt
of the Uncertificated REMIC I Regular Interests and
declares that it holds and will hold the same in trust
for the exclusive use and benefit of all present and
future Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9,
Class A-10, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2 and Class B-3 and Class R-II Certificate-
holders. The rights of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class
A-8, Class A-9, Class A-10, Class M-1, Class M-2, Class
M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificateholders to receive distributions from the
proceeds of REMIC II in respect of the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9, Class A-10, Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2, Class B-3 and
Class R-II Certificates, and all ownership interests of
the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class
A-10, Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2, Class B-3 and Class R-II Certificateholders in
such distributions, shall be as set forth in this
Agreement.
Section 2.07. Issuance of Certificates Evidencing
Interest in REMIC II.
The Trustee acknowledges the assignment to it of the
Uncertificated REMIC I Regular Interests and,
concurrently therewith and in exchange therefor,
pursuant to the written request of the Company executed
by an officer of the Company, the Trustee has executed
and caused to be authenticated and delivered to or upon
the order of the Company, the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3 and Class R-
II Certificates in authorized denominations evidencing
ownership of the entire REMIC II.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer
the Mortgage Loans in accordance with the terms of this
Agreement and the respective Mortgage Loans and shall
have full power and authority, acting alone or through
Subservicers as provided in Section 3.02, to do any and
all things which it may deem necessary or desirable in
connection with such servicing and administration.
Without limiting the generality of the foregoing, the
Master Servicer in its own name or in the name of a
Subservicer is hereby authorized and empowered by the
Trustee when the Master Servicer or the Subservicer, as
the case may be, believes it appropriate in its best
judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any
and all instruments of satisfaction or cancellation, or
of partial or full release or discharge, or of consent
to assumption or modification in connection with a
proposed conveyance, or of assignment of any Mortgage
and Mortgage Note in connection with the repurchase of
a Mortgage Loan and all other comparable instruments,
or with respect to the modification or re-recording of
a Mortgage for the purpose of correcting the Mortgage,
the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or
unit with powers of eminent domain, the taking of a
deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a
Mortgaged Property to an Insurer, the acquisition of
any property acquired by foreclosure or deed in lieu of
foreclosure, or the management, marketing and
conveyance of any property acquired by foreclosure or
deed in lieu of foreclosure with respect to the
Mortgage Loans and with respect to the Mortgaged
Properties. Notwithstanding the foregoing, subject to
Section 3.07(a), the Master Servicer shall not permit
any modification with respect to any Mortgage Loan that
would both constitute a sale or exchange of such
Mortgage Loan within the meaning of Section 1001 of the
Code and any proposed, temporary or final regulations
promulgated thereunder (other than in connection with a
proposed conveyance or assumption of such Mortgage Loan
that is treated as a Principal Prepayment in Full
pursuant to Section 3.13(d) hereof) and cause either
REMIC I or REMIC II to fail to qualify as such under
the Code. The Trustee shall furnish the Master
Servicer with any powers of attorney and other
documents necessary or appropriate to enable the Master
Servicer to service and administer the Mortgage Loans.
The Trustee shall not be liable for any action taken by
the Master Servicer or any Subservicer pursuant to such
powers of attorney. In servicing and administering any
Nonsubserviced Mortgage Loan, the Master Servicer
shall, to the extent not inconsistent with this
Agreement, comply with the Program Guide as if it were
the originator of such Mortgage Loan and had retained
the servicing rights and obligations in respect
thereof.
(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 unless otherwise
agreed to by the Holders of the Classes of Certificates
affected thereby.
(b) The Master Servicer shall establish and maintain a
Custodial Account in which the Master Servicer shall
deposit or cause to be deposited on a daily basis,
except as otherwise specifically provided herein, the
following payments and collections remitted by
Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other
than in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including
Principal Prepayments made by Mortgagors on the
Mortgage Loans and the principal component of any
Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO
Disposition has occurred;
(ii) All payments on account of interest at the
Adjusted Mortgage Rate on the Mortgage Loans, including
Buydown Funds, if any, and the interest component of
any Subservicer Advance or of any REO Proceeds received
in connection with an REO Property for which an REO
Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net
of any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and all
amounts required to be deposited in connection with the
substitution of a Qualified Substitute Mortgage Loan
pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to
Section 2.01(f), 3.07(c) or 3.21; and
(vi) All amounts transferred from the Certificate
Account to the Custodial Account in accordance with
Section 4.02(a).
The foregoing requirements for deposit in the Custodial
Account shall be exclusive, it being understood and
agreed that, without limiting the generality of the
foregoing, payments on the Mortgage Loans which are not
part of the Trust Fund (consisting of payments in
respect of principal and interest on the Mortgage Loans
due on or before the Cut-off Date) and payments or
collections in the nature of prepayment charges or late
payment charges or assumption fees may but need not be
deposited by the Master Servicer in the Custodial
Account. In the event any amount not required to be
deposited in the Custodial Account is so deposited, the
Master Servicer may at any time withdraw such amount
from the Custodial Account, any provision herein to the
contrary notwithstanding. The Custodial Account may
contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other
series and may contain other funds respecting payments
on mortgage loans belonging to the Master Servicer or
serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master
Servicer shall keep records that accurately reflect the
funds on deposit in the Custodial Account that have
been identified by it as being attributable to the
Mortgage Loans.
With respect to Insurance Proceeds, Liquidation
Proceeds, REO Proceeds and the proceeds of the purchase
of any Mortgage Loan pursuant to Sections 2.02, 2.03,
2.04 and 4.07 received in any calendar month, the
Master Servicer may elect to treat such amounts as
included in the Available Distribution Amount for the
Distribution Date in the month of receipt, but is not
obligated to do so. If the Master Servicer so elects,
such amounts will be deemed to have been received (and
any related Realized Loss shall be deemed to have
occurred) on the last day of the month prior to the
receipt thereof.
(c) The Master Servicer shall use its best efforts to
cause the institution maintaining the Custodial Account
to invest the funds in the Custodial Account
attributable to the Mortgage Loans in Permitted
Investments which shall mature not later than the
Certificate Account Deposit Date next following the
date of such investment (with the exception of the
Amount Held for Future Distribution) and which shall
not be sold or disposed of prior to their maturities.
All income and gain realized from any such investment
shall be for the benefit of the Master Servicer as
additional servicing compensation and shall be subject
to its withdrawal or order from time to time. The
amount of any losses incurred in respect of any such
investments attributable to the investment of amounts
in respect of the Mortgage Loans shall be deposited in
the Custodial Account by the Master Servicer out of its
own funds immediately as realized.
(d) The Master Servicer shall give notice to the
Trustee and the Company of any change in the location
of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
Section 3.08.Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a
Mortgage Loan pursuant to a Subservicing Agreement, the
Master Servicer shall cause the Subservicer, pursuant
to the Subservicing Agreement, to establish and
maintain one or more Subservicing Accounts which shall
be an Eligible Account or, if such account is not an
Eligible Account, shall generally satisfy the
requirements of the Program Guide and be otherwise
acceptable to the Master Servicer and each Rating
Agency. The Subservicer will be required thereby to
deposit into the Subservicing Account on a daily basis
all proceeds of Mortgage Loans received by the
Subservicer, less its Subservicing Fees and
unreimbursed advances and expenses, to the extent
permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the
Master Servicer shall be deemed to have received such
monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the
Subservicing Account payments or collections in the
nature of prepayment charges or late charges or
assumption fees. On or before the date specified in
the Program Guide, but in no event later than the
Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to
remit to the Master Servicer for deposit in the
Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by
such Subservicer that are required to be remitted to
the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to
advance on such scheduled date of remittance amounts
equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on
any Mortgage Loans for which payment was not received
by the Subservicer. This obligation to advance with
respect to each Mortgage Loan will continue up to and
including the first of the month following the date on
which the related Mortgaged Property is sold at a
foreclosure sale or is acquired by the Trust Fund by
deed in lieu of foreclosure or otherwise. All such
advances received by the Master Servicer shall be
deposited promptly by it in the Custodial Account.
(b)The Subservicer may also be required, pursuant to
the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account interest
at the Adjusted Mortgage Rate on any Curtailment
received by such Subservicer in respect of a Mortgage
Loan from the related Mortgagor during any month that
is to be applied by the Subservicer to reduce the
unpaid principal balance of the related Mortgage Loan
as of the first day of such month, from the date of
application of such Curtailment to the first day of the
following month. Any amounts paid by a Subservicer
pursuant to the preceding sentence shall be for the
benefit of the Master Servicer as additional servicing
compensation and shall be subject to its withdrawal or
order from time to time pursuant to Sections
3.10(a)(iv) and (v).
(c)In addition to the Custodial Account and the
Certificate Account, the Master Servicer shall for any
Nonsubserviced Mortgage Loan, and shall cause the
Subservicers for Subserviced Mortgage Loans to,
establish and maintain one or more Servicing Accounts
and deposit and retain therein all collections from the
Mortgagors (or advances from Subservicers) for the
payment of taxes, assessments, hazard insurance
premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the
Mortgagors. Each Servicing Account shall satisfy the
requirements for a Subservicing Account and, to the
extent permitted by the Program Guide or as is
otherwise acceptable to the Master Servicer, may also
function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the
Servicing Accounts may be made only to effect timely
payment of taxes, assessments, hazard insurance
premiums, Primary Insurance Policy premiums, if
applicable, or comparable items, to reimburse the
Master Servicer or Subservicer out of related
collections for any payments made pursuant to Sections
3.11 (with respect to the Primary Insurance Policy) and
3.12(a) (with respect to hazard insurance), to refund
to any Mortgagors any sums as may be determined to be
overages, to pay interest, if required, to Mortgagors
on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of
this Agreement in accordance with Section 9.01 or in
accordance with the Program Guide. As part of its
servicing duties, the Master Servicer shall, and the
Subservicers will, pursuant to the Subservicing
Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent
required by law.
(d)The Master Servicer shall advance the payments
referred to in the preceding subsection that are not
timely paid by the Mortgagors or advanced by the
Subservicers on the date when the tax, premium or other
cost for which such payment is intended is due, but the
Master Servicer shall be required so to advance only to
the extent that such advances, in the good faith
judgment of the Master Servicer, will be recoverable by
the Master Servicer out of Insurance Proceeds,
Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09
shall make any Class of Certificates legal for
investment by federally insured savings and loan
associations, the Master Servicer shall provide, or
cause the Subservicers to provide, to the Trustee, the
Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the
documentation regarding the Mortgage Loans required by
applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge
but only upon reasonable request and during normal
business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such
representatives to photocopy any such documentation and
shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying
to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial
Account.
(a)The Master Servicer may, from time to time as
provided herein, make withdrawals from the Custodial
Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage
Loans for the following purposes:
(i) to make deposits into the Certificate Account in
the amounts and in the manner provided for in Section
4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made
pursuant to Sections 3.01, 3.08, 3.11, 3.12(a), 3.14
and 4.04 or otherwise reimbursable pursuant to the
terms of this Agreement, such withdrawal right being
limited to amounts received on particular Mortgage
Loans (including, for this purpose, REO Proceeds,
Insurance Proceeds, Liquidation Proceeds and proceeds
from the purchase of a Mortgage Loan pursuant to
Section 2.02, 2.03, 2.04 or 4.07) which represent (A)
Late Collections of Monthly Payments for which any such
advance was made in the case of Subservicer Advances or
Advances pursuant to Section 4.04 and (B) late
recoveries of the payments for which such advances were
made in the case of Servicing Advances;
(iii)to pay to itself or the related Subservicer (if
not previously retained by such Subservicer) out of
each payment received by the Master Servicer on account
of interest on a Mortgage Loan as contemplated by
Sections 3.14 and 3.16, an amount equal to that
remaining portion of any such payment as to interest
(but not in excess of the Servicing Fee and the
Subservicing Fee, if not previously retained) which,
when deducted, will result in the remaining amount of
such interest being interest at the Net Mortgage Rate
on the amount specified in the amortization schedule of
the related Mortgage Loan as the principal balance
thereof at the beginning of the period respecting which
such interest was paid after giving effect to any
previous Curtailments;
(iv) to pay to itself as additional servicing
compensation any interest or investment income earned
on funds deposited in the Custodial Account that it is
entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing
compensation any Foreclosure Profits, and any amounts
remitted by Subservicers as interest in respect of
Curtailments pursuant to Section 3.08(b);
(vi) to pay amounts allocable to Spread to the Company
or its assignee out of collections or payments which
represent interest on each Mortgage Loan (including any
Mortgage Loan as to which title to the underlying
Mortgaged Property was acquired);
(vii)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;
(viii) 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);
(ix) to reimburse itself or the Company for expenses
incurred by and reimbursable to it or the Company
pursuant to Sections 3.13, 3.14(c), 6.03, 10.01 or
otherwise;
(x) 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
(xi) 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).
(d) The Master Servicer shall pay to the Company or its
assignee, by wire transfer, on a monthly basis, all
amounts collected by the Master Servicer on account of
Spread on the Mortgage Loans, to the account of the
Company or its assignee at a bank or other entity
having appropriate facilities therefor, or shall
otherwise hold and distribute such amounts as provided
under any agreement relating to Spread to which the
Master Servicer is a party.
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder.
(a) The Master Servicer shall not take, or permit any
Subservicer to take, any action which would result in
non-coverage under any applicable Primary Insurance
Policy of any loss which, but for the actions of the
Master Servicer or Subservicer, would have been covered
thereunder. To the extent coverage is available, the
Master Servicer shall keep or cause to be kept in full
force and effect each such Primary Insurance Policy
until the principal balance of the related Mortgage
Loan secured by a Mortgaged Property is reduced to 80%
or less of the Appraised Value in the case of such a
Mortgage Loan having a Loan-to-Value Ratio at
origination in excess of 80%, provided that such
Primary Insurance Policy was in place as of the Cut-off
Date and the Company had knowledge of such Primary
Insurance Policy. In the event that the Company gains
knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of
80% and is not the subject of a Primary Insurance
Policy (and was not included in any exception to the
representation in Section 2.03(b)(iv)) and that such
Mortgage Loan has a current Loan-to-Value Ratio in
excess of 80% then the Master Servicer shall use its
reasonable efforts to obtain and maintain a Primary
Insurance Policy to the extent that such a policy is
obtainable at a reasonable price. The Master Servicer
shall not cancel or refuse to renew any such Primary
Insurance Policy applicable to a Nonsubserviced
Mortgage Loan, or consent to any Subservicer canceling
or refusing to renew any such Primary Insurance Policy
applicable to a Mortgage Loan subserviced by it, that
is in effect at the date of the initial issuance of the
Certificates and is required to be kept in force
hereunder unless the replacement Primary Insurance
Policy for such canceled or non-renewed policy is
maintained with an insurer whose claims-paying ability
is acceptable to each Rating Agency for mortgage pass-
through certificates having a rating equal to or better
than the lower of the then-current rating or the rating
assigned to the Certificates as of the Closing Date by
such Rating Agency.
(b) In connection with its activities as administrator
and servicer of the Mortgage Loans, the Master Servicer
agrees to present or to cause the related Subservicer
to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and
Certificateholders, claims to the Insurer under any
Primary Insurance Policies, in a timely manner in
accordance with such policies, and, in this regard, to
take or cause to be taken such reasonable action as
shall be necessary to permit recovery under any Primary
Insurance Policies respecting defaulted Mortgage Loans.
Pursuant to Section 3.07, any Insurance Proceeds
collected by or remitted to the Master Servicer under
any Primary Insurance Policies shall be deposited in
the Custodial Account, subject to withdrawal pursuant
to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained
for each Mortgage Loan (other than a Cooperative Loan)
fire insurance with extended coverage in an amount
which is equal to the lesser of the principal balance
owing on such Mortgage Loan or 100 percent of the
insurable value of the improvements; provided, however,
that such coverage may not be less than the minimum
amount required to fully compensate for any loss or
damage on a replacement cost basis. To the extent it
may do so without breaching the related Subservicing
Agreement, the Master Servicer shall replace any
Subservicer that does not cause such insurance, to the
extent it is available, to be maintained. The Master
Servicer shall also cause to be maintained on property
acquired upon foreclosure, or deed in lieu of
foreclosure, of any Mortgage Loan (other than a
Cooperative Loan), fire insurance with extended
coverage in an amount which is at least equal to the
amount necessary to avoid the application of any co-
insurance clause contained in the related hazard
insurance policy. Pursuant to Section 3.07, any
amounts collected by the Master Servicer under any such
policies (other than amounts to be applied to the
restoration or repair of the related Mortgaged Property
or property thus acquired or amounts released to the
Mortgagor in accordance with the Master Servicer's
normal servicing procedures) shall be deposited in the
Custodial Account, subject to withdrawal pursuant to
Section 3.10. Any cost incurred by the Master Servicer
in maintaining any such insurance shall not, for the
purpose of calculating monthly distributions to
Certificateholders, be added to the amount owing under
the Mortgage Loan, notwithstanding that the terms of
the Mortgage Loan so permit. Such costs shall be
recoverable by the Master Servicer out of related late
payments by the Mortgagor or out of Insurance Proceeds
and Liquidation Proceeds to the extent permitted by
Section 3.10. It is understood and agreed that no
earthquake or other additional insurance is to be
required of any Mortgagor or maintained on property
acquired in respect of a Mortgage Loan other than
pursuant to such applicable laws and regulations as
shall at any time be in force and as shall require such
additional insurance. When the improvements securing a
Mortgage Loan (other than a Cooperative Loan) are
located at the time of origination of such Mortgage
Loan in a federally designated special flood hazard
area, the Master Servicer shall cause flood insurance
(to the extent available) to be maintained in respect
thereof. Such flood insurance shall be in an amount
equal to the lesser of (i) the amount required to
compensate for any loss or damage to the Mortgaged
Property on a replacement cost basis and (ii) the
maximum amount of such insurance available for the
related Mortgaged Property under the national flood
insurance program (assuming that the area in which such
Mortgaged Property is located is participating in such
program).
In the event that the Master Servicer shall obtain and
maintain a blanket fire insurance policy with extended
coverage insuring against hazard losses on all of the
Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first
sentence of this Section 3.12(a), it being understood
and agreed that such policy may contain a deductible
clause, in which case the Master Servicer shall, in the
event that there shall not have been maintained on the
related Mortgaged Property a policy complying with the
first sentence of this Section 3.12(a) and there shall
have been a loss which would have been covered by such
policy, deposit in the Certificate Account the amount
not otherwise payable under the blanket policy because
of such deductible clause. Any such deposit by the
Master Servicer shall be made on the Certificate
Account Deposit Date next preceding the Distribution
Date which occurs in the month following the month in
which payments under any such policy would have been
deposited in the Custodial Account. In connection with
its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present,
on behalf of itself, the Trustee and
Certificateholders, claims under any such blanket
policy.
(b) The Master Servicer shall obtain and maintain at
its own expense and keep in full force and effect
throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance
policy covering the Master Servicer's officers and
employees and other persons acting on behalf of the
Master Servicer in connection with its activities under
this Agreement. The amount of coverage shall be at
least equal to the coverage that would be required by
FNMA or FHLMC, whichever is greater, with respect to
the Master Servicer if the Master Servicer were
servicing and administering the Mortgage Loans for FNMA
or FHLMC. In the event that any such bond or policy
ceases to be in effect, the Master Servicer shall
obtain a comparable replacement bond or policy from an
issuer or insurer, as the case may be, meeting the
requirements, if any, of the Program Guide and
acceptable to the Company. Coverage of the Master
Servicer under a policy or bond obtained by an
Affiliate of the Master Servicer and providing the
coverage required by this Section 3.12(b) shall satisfy
the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification Agreements; Certain
Assignments.
(a) When any Mortgaged Property is conveyed by the
Mortgagor, the Master Servicer or Subservicer, to the
extent it has knowledge of such conveyance, shall
enforce any due-on-sale clause contained in any
Mortgage Note or Mortgage, to the extent permitted
under applicable law and governmental regulations, but
only to the extent that such enforcement will not
adversely affect or jeopardize coverage under any
Required Insurance Policy. Notwithstanding the
foregoing:
(i) the Master Servicer shall not be deemed to be in
default under this Section 3.13(a) by reason of any
transfer or assumption which the Master Servicer is
restricted by law from preventing; and
(ii) if the Master Servicer determines that it is
reasonably likely that any Mortgagor will bring, or if
any Mortgagor does bring, legal action to declare
invalid or otherwise avoid enforcement of a due-on-sale
clause contained in any Mortgage Note or Mortgage, the
Master Servicer shall not be required to enforce the
due-on-sale clause or to contest such action.
(b) Subject to the Master Servicer's duty to enforce
any due-on-sale clause to the extent set forth in
Section 3.13(a), in any case in which a Mortgaged
Property is to be conveyed to a Person by a Mortgagor,
and such Person is to enter into an assumption or
modification agreement or supplement to the Mortgage
Note or Mortgage which requires the signature of the
Trustee, or if an instrument of release signed by the
Trustee is required releasing the Mortgagor from
liability on the Mortgage Loan, the Master Servicer is
authorized, subject to the requirements of the sentence
next following, to execute and deliver, on behalf of
the Trustee, the assumption agreement with the Person
to whom the Mortgaged Property is to be conveyed and
such modification agreement or supplement to the
Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with
any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person;
provided, however, none of such terms and requirements
shall both constitute a "significant modification"
effecting an exchange or reissuance of such Mortgage
Loan under the Code (or final, temporary or proposed
Treasury Regulations promulgated thereunder) and cause
either REMIC I or REMIC II 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 neither REMIC I nor
REMIC II would 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 a determination by the Master Servicer
pursuant to this Section 3.14(a), the Master Servicer
shall be entitled to reimbursement of its funds so
expended pursuant to Section 3.10. Concurrently with
the foregoing, the Master Servicer may pursue any
remedies that may be available in connection with a
breach of a representation and warranty with respect to
any such Mortgage Loan in accordance with Sections 2.03
and 2.04. However, the Master Servicer is not required
to continue to pursue both foreclosure (or similar
remedies) with respect to the Mortgage Loans and
remedies in connection with a breach of a
representation and warranty if the Master Servicer
determines in its reasonable discretion that one such
remedy is more likely to result in a greater recovery
as to the Mortgage Loan. Upon the occurrence of a Cash
Liquidation or REO Disposition, following the deposit
in the Custodial Account of all Insurance Proceeds,
Liquidation Proceeds and other payments and recoveries
referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the
Trustee of written notification of such deposit signed
by a Servicing Officer, the Trustee or any Custodian,
as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee
shall execute and deliver such instruments of transfer
or assignment prepared by the Master Servicer, in each
case without recourse, as shall be necessary to vest in
the Master Servicer or its designee, as the case may
be, the related Mortgage Loan, and thereafter such
Mortgage Loan shall not be part of the Trust Fund.
Notwithstanding the foregoing or any other provision of
this Agreement, in the Master Servicer's sole
discretion with respect to any defaulted Mortgage Loan
or REO Property as to either of the following
provisions, (i) a Cash Liquidation or REO Disposition
may be deemed to have occurred if substantially all
amounts expected by the Master Servicer to be received
in connection with the related defaulted Mortgage Loan
or REO Property have been received, and (ii) for
purposes of determining the amount of any Liquidation
Proceeds, Insurance Proceeds, REO Proceeds or any other
unscheduled collections or the amount of any Realized
Loss, the Master Servicer may take into account minimal
amounts of additional receipts expected to be received
or any estimated additional liquidation expenses
expected to be incurred in connection with the related
defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property
is acquired by REMIC I as an REO Property by
foreclosure or by deed in lieu of foreclosure, the deed
or certificate of sale shall be issued to the Trustee
or to its nominee on behalf of Certificateholders.
Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan, such REO
Property shall (except as otherwise expressly provided
herein) be considered to be an Outstanding Mortgage
Loan held in REMIC I until such time as the REO
Property shall be sold. Consistent with the foregoing
for purposes of all calculations hereunder so long as
such REO Property shall be considered to be an
Outstanding Mortgage Loan it shall be assumed that,
notwithstanding that the indebtedness evidenced by the
related Mortgage Note shall have been discharged, such
Mortgage Note and the related amortization schedule in
effect at the time of any such acquisition of title
(after giving effect to any previous Curtailments and
before any adjustment thereto by reason of any
bankruptcy or similar proceeding or any moratorium or
similar waiver or grace period) remain in effect.
(c) In the event that REMIC I acquires any REO Property
as aforesaid or otherwise in connection with a default
or imminent default on a Mortgage Loan, the Master
Servicer shall dispose of such REO Property within two
years after its acquisition by REMIC I for purposes of
Section 860G(a)(8) of the Code or, at the expense of
the Trust Fund, request, more than 60 days before the
day on which the two-year grace period would otherwise
expire, an extension of the two-year grace period
unless the Master Servicer obtains for the Trustee an
Opinion of Counsel, addressed to the Trustee and the
Master Servicer, to the effect that the holding by
REMIC I of such REO Property subsequent to such two-
year period will not result in the imposition of taxes
on "prohibited transactions" as defined in Section 860F
of the Code or cause REMIC I to fail to qualify as a
REMIC at any time that any Uncertificated REMIC I
Regular Interests are outstanding, in which case REMIC
I may continue to hold such REO Property (subject to
any conditions contained in such Opinion of Counsel).
The Master Servicer shall be entitled to be reimbursed
from the Custodial Account for any costs incurred in
obtaining such Opinion of Counsel, as provided in
Section 3.10. Notwithstanding any other provision of
this Agreement, no REO Property acquired by REMIC I
shall be rented (or allowed to continue to be rented)
or otherwise used by or on behalf of REMIC I in such a
manner or pursuant to any terms that would (i) cause
such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of
the Code or (ii) subject REMIC I to the imposition of
any federal income taxes on the income earned from such
REO Property, including any taxes imposed by reason of
Section 860G(c) of the Code, unless the Master Servicer
has agreed to indemnify and hold harmless REMIC I with
respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO
Disposition or purchase or repurchase of any Mortgage
Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of
Liquidation Proceeds, Insurance Proceeds or REO
Proceeds, will be applied in the following order of
priority: first, to reimburse the Master Servicer or
the related Subservicer in accordance with Section
3.10(a)(ii); second, to the Certificateholders and the
Company or its assignee on a pari passu basis to the
extent of accrued and unpaid interest on the Mortgage
Loan, and any related REO Imputed Interest, at the Net
Mortgage Rate and the Spread Rate, respectively, 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), (v) and (vi) of Section 3.10(a),
subject to clause (e) below. The amount of servicing
compensation provided for in such clauses shall be
accounted for on a Mortgage Loan-by-Mortgage Loan
basis. In the event that Liquidation Proceeds,
Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii))
in respect of a Cash Liquidation or REO Disposition
exceed the unpaid principal balance of such Mortgage
Loan plus unpaid interest accrued thereon (including
REO Imputed Interest) at the related Net Mortgage Rate,
the Master Servicer shall be entitled to retain
therefrom and to pay to itself and/or the related
Subservicer any Servicing Fee or Subservicing Fee
considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of
prepayment charges, assumption fees, late payment
charges, investment income on amounts in the Custodial
Account or the Certificate Account or otherwise shall
be retained by the Master Servicer or the Subservicer
to the extent provided herein, subject to clause (e)
below.
(c) The Master Servicer shall be required to pay, or
cause to be paid, all expenses incurred by it in
connection with its servicing activities hereunder
(including payment of premiums for the Primary
Insurance Policies, if any, to the extent such premiums
are not required to be paid by the related Mortgagors,
and the fees and expenses of the Trustee and any
Custodian) and shall not be entitled to reimbursement
therefor except as specifically provided in Sections
3.10 and 3.14.
(d) The Master Servicer's right to receive servicing
compensation may not be transferred in whole or in part
except in connection with the transfer of all of its
responsibilities and obligations of the Master Servicer
under this Agreement.
(e)Notwithstanding any other provision herein, the
amount of servicing compensation that the Master
Servicer shall be entitled to receive for its
activities hereunder for the period ending on each
Distribution Date shall be reduced (but not below zero)
by an amount equal to Compensating Interest (if any)
for such Distribution Date. Such reduction shall be
applied during such period as follows: first, to any
Servicing Fee or Subservicing Fee to which the Master
Servicer is entitled pursuant to Section 3.10(a)(iii);
second, to any income or gain realized from any
investment of funds held in the Custodial Account or
the Certificate Account to which the Master Servicer is
entitled pursuant to Sections 3.07(c) or 4.01(b),
respectively; and third, to any amounts of servicing
compensation to which the Master Servicer is entitled
pursuant to Section 3.10(a)(v) or (vi). In making such
reduction, the Master Servicer (i) will not withdraw
from the Custodial Account any such amount representing
all or a portion of the Servicing Fee to which it is
entitled pursuant to Section 3.10(a)(iii); (ii) will
not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled
pursuant to Section 3.07(c) or 4.01(b) and (iii) will
not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled
pursuant to Section 3.10(a)(v) or (vi).
Section 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution
Date, the Master Servicer shall forward to the Trustee
and the Company a statement, certified by a Servicing
Officer, setting forth the status of the Custodial
Account as of the close of business on such
Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement,
the aggregate of deposits in or withdrawals from the
Custodial Account in respect of the Mortgage Loans for
each category of deposit specified in Section 3.07 and
each category of withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the
Trustee on or before March 31 of each year, beginning
with the first March 31 that occurs at least six months
after the Cut-off Date, an Officers' Certificate
stating, as to each signer thereof, that (i) a review
of the activities of the Master Servicer during the
preceding calendar year and of its performance under
the pooling and servicing agreements, including this
Agreement, has been made under such officers'
supervision, (ii) to the best of such officers'
knowledge, based on such review, the Master Servicer
has fulfilled all of its material obligations in all
material respects throughout such year, or, if there
has been a default in the fulfillment in all material
respects of any such obligation relating to this
Agreement, specifying each such default known to such
officer and the nature and status thereof and (iii) to
the best of such officers' knowledge, each Subservicer
has fulfilled its material obligations under its
Subservicing Agreement in all material respects, or if
there has been a material default in the fulfillment of
such obligations relating to this Agreement, specifying
such default known to such officer and the nature and
status thereof.
Section 3.19. Annual Independent Public Accountants'
Servicing Report.
On or before March 31 of each year, beginning with the
first March 31 that occurs at least six months after
the Cut-off Date, the Master Servicer at its expense
shall cause a firm of Independent public accountants
which is a member of the American Institute of
Certified Public Accountants to furnish a statement to
the Company and the Trustee to the effect that such
firm has examined certain documents and records
relating to the servicing of the mortgage loans under
pooling and servicing agreements (including this
Agreement) substantially similar one to another (such
statement to have attached thereto a schedule setting
forth the pooling and servicing agreements covered
thereby, including this Agreement) and that, on the
basis of such examination conducted substantially in
compliance with the Uniform Single Audit Program for
Mortgage Bankers or the Audit Program for Mortgages
serviced for FHLMC, such servicing has been conducted
in compliance with such pooling and servicing
agreements except for such significant exceptions or
errors in records that, in the opinion of such firm,
the Uniform Single Audit Program for Mortgage Bankers
or the Audit Program for Mortgages serviced for FHLMC
requires it to report. In rendering such statement,
such firm may rely, as to matters relating to direct
servicing of mortgage loans by Subservicers, upon
comparable statements for examinations conducted
substantially in compliance with the Uniform Single
Audit Program for Mortgage Bankers or the Audit Program
for Mortgages serviced for FHLMC (rendered within one
year of such statement) of Independent public
accountants with respect to the related Subservicer.
For purposes of such statement, such firm may
conclusively assume that all pooling and servicing
agreements among the Company, the Master Servicer and
the Trustee relating to Mortgage Pass-Through
Certificates evidencing an interest in first mortgage
loans are substantially similar one to another except
for any such pooling and servicing agreement which, by
its terms, specifically states otherwise.
Section 3.20. Rights of the Company in Respect of the
Master Servicer.
The Master Servicer shall afford the Company, upon
reasonable notice, during normal business hours access
to all records maintained by the Master Servicer in
respect of its rights and obligations hereunder and
access to officers of the Master Servicer responsible
for such obligations. Upon request, the Master
Servicer shall furnish the Company with its most recent
financial statements and such other information as the
Master Servicer possesses regarding its business,
affairs, property and condition, financial or
otherwise. The Master Servicer shall also cooperate
with all reasonable requests for information including,
but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the
Certificates from any Person or Persons identified by
the Company or Residential Funding. The Company may,
but is not obligated to, enforce the obligations of the
Master Servicer hereunder and may, but is not obligated
to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder
or exercise the rights of the Master Servicer
hereunder; provided that the Master Servicer shall not
be relieved of any of its obligations hereunder by
virtue of such performance by the Company or its
designee. The Company shall not have any
responsibility or liability for any action or failure
to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under
this Agreement or otherwise.
Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the
Subservicer has deposited Buydown Funds in an account
that satisfies the requirements for a Subservicing
Account (the "Buydown Account"). The Master Servicer
shall cause the Subservicing Agreement to require that
upon receipt from the Mortgagor of the amount due on a
Due Date for each Buydown Mortgage Loan, the
Subservicer will withdraw from the Buydown Account the
predetermined amount that, when added to the amount due
on such date from the Mortgagor, equals the full
Monthly Payment and transmit that amount in accordance
with the terms of the Subservicing Agreement to the
Master Servicer together with the related payment made
by the Mortgagor or advanced by the Subservicer.
(b)If the Mortgagor on a Buydown Mortgage Loan prepays
such loan in its entirety during the period (the
"Buydown Period") when Buydown Funds are required to be
applied to such Buydown Mortgage Loan, the Subservicer
shall be required to withdraw from the Buydown Account
and remit any Buydown Funds remaining in the Buydown
Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be
remitted in accordance with the related buydown
agreement may reduce the amount required to be paid by
the Mortgagor to fully prepay the related Mortgage
Loan. If the Mortgagor on a Buydown Mortgage Loan
defaults on such Mortgage Loan during the Buydown
Period and the property securing such Buydown Mortgage
Loan is sold in the liquidation thereof (either by the
Master Servicer or the insurer under any related
Primary Insurance Policy), the Subservicer shall be
required to withdraw from the Buydown Account the
Buydown Funds for such Buydown Mortgage Loan still held
in the Buydown Account and remit the same to the Master
Servicer in accordance with the terms of the
Subservicing Agreement for deposit in the Custodial
Account or, if instructed by the Master Servicer, pay
to the insurer under any related Primary Insurance
Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred
in respect of such default. Any amount so remitted
pursuant to the preceding sentence will be deemed to
reduce the amount owed on the Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a)The Master Servicer on behalf of the Trustee shall
establish and maintain a Certificate Account in which
the Master Servicer shall cause to be deposited on
behalf of the Trustee on or before 2:00 P.M. New York
time on each Certificate Account Deposit Date by wire
transfer of immediately available funds an amount equal
to the sum of (i) any Advance for the immediately
succeeding Distribution Date, (ii) any amount required
to be deposited in the Certificate Account pursuant to
Section 3.12(a), (iii) any amount required to be
deposited in the Certificate Account pursuant to
Section 3.16(e) or Section 4.07, (iv) any amount
required to be paid pursuant to Section 9.01 and (v)
all other amounts constituting the Available
Distribution Amount for the immediately succeeding
Distribution Date.
(b)The Trustee shall, upon written request from the
Master Servicer, invest or cause the institution
maintaining the Certificate Account to invest the funds
in the Certificate Account in Permitted Investments
designated in the name of the Trustee for the benefit
of the Certificateholders, which shall mature not later
than the Business Day next preceding the Distribution
Date next following the date of such investment (except
that (i) any investment in the institution with which
the Certificate Account is maintained may mature on
such Distribution Date and (ii) any other investment
may mature on such Distribution Date if the Trustee
shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such
investment on such Distribution Date, pending receipt
thereof to the extent necessary to make distributions
on the Certificates) and shall not be sold or disposed
of prior to maturity. Subject to Section 3.16(e), all
income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be
subject to its withdrawal or order from time to time.
The amount of any losses incurred in respect of any
such investments shall be deposited in the Certificate
Account by the Master Servicer out of its own funds
immediately as realized.
Section 4.02. Distributions.
(a)On each Distribution Date the Master Servicer on
behalf of the Trustee or the Paying Agent appointed by
the Trustee, shall distribute to the Master Servicer,
in the case of a distribution pursuant to Section
4.02(a)(iii), the amount required to be distributed to
the Master Servicer or a Subservicer pursuant to
Section 4.02(a)(iii), and to each Certificateholder of
record on the next preceding Record Date (other than as
provided in Section 9.01 respecting the final
distribution) either in immediately available funds (by
wire transfer or otherwise) to the account of such
Certificateholder at a bank or other entity having
appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer
or the Paying Agent, as the case may be, or, if such
Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by
check mailed to such Certificateholder at the address
of such Holder appearing in the Certificate Register
such Certificateholder's share (based on the aggregate
of the Percentage Interests represented by Certificates
of the applicable Class held by such Holder) of the
following amounts, in the following order of priority
(subject to the provisions of Section 4.02(b)), in each
case to the extent of the Available Distribution
Amount:
(i) to the Class A Certificateholders (other than the
Class A-10 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
plus, in the case of the Class R-II Certificates, an
additional amount equal to (A) one month's interest on
the aggregate Certificate Principal Balance of the
Class A-1 and Class A-2 Certificates at a rate of 8.00%
per annum, minus (B) the sum of Accrued Certificate
Interest payable to the Class A-1 Certificates and
Class A-2 Certificates in respect of such Distribution
Date;
(ii)(X) to the Class A-10 Certificateholders, the Class
A-10 Principal Distribution Amount; and (Y) to the
Class A Certificateholders (other than the Class A-9
and Class A-10 Certificateholders) and Class R
Certificateholders, in the priorities and amounts set
forth in Section 4.02(b)(ii)-(v) and (c), the sum of
the following (applied to reduce the Certificate
Principal Balances of such Class A or Class R
Certificates, as applicable):
(A) the Senior Percentage for such Distribution Date
times the sum of the following:
(1)the principal portion of each Monthly Payment due
during the related Due Period on each Outstanding
Mortgage Loan (other than the related Discount Fraction
of the principal portion of such payment with respect
to a Discount Mortgage Loan), whether or not received
on or prior to the related Determination Date, minus
the principal portion of any Debt Service Reduction
(other than the related Discount Fraction of the
principal portion of such Debt Service Reductions with
respect to each Discount Mortgage Loan) which together
with other Bankruptcy Losses exceeds the Bankruptcy
Amount;
(2)the Stated Principal Balance of any Mortgage Loan
repurchased during the related Prepayment Period (or
deemed to have been so repurchased in accordance with
Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04
or 4.07 and the amount of any shortfall deposited in
the Custodial Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to
Section 2.03 or 2.04 during the related Prepayment
Period (other than the related Discount Fraction of
such Stated Principal Balance or shortfall with respect
to a Discount Mortgage Loan); and
(3)the principal portion of all other unscheduled
collections (other than Principal Prepayments in Full
and Curtailments and amounts received in connection
with a Cash Liquidation or REO Disposition of a
Mortgage Loan described in Section 4.02(a)(ii)(Y)(B),
including without limitation Insurance Proceeds,
Liquidation Proceeds and REO Proceeds) received during
the related Prepayment Period (or deemed to have been
so received in accordance with Section 3.07(b)) to the
extent applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to
Section 3.14 (other than the related Discount Fraction
of the principal portion of such unscheduled,
collections, with respect to a Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for which a Cash
Liquidation or a REO Disposition occurred during the
related Prepayment Period (or was deemed to have
occurred during such period in accordance with Section
3.07(b)) and did not result in any Excess Special
Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses or Extraordinary Losses, an amount equal to the
lesser of (a) the Senior Percentage for such
Distribution Date times the Stated Principal Balance of
such Mortgage Loan (other than the related Discount
Fraction of such Stated Principal Balance, with respect
to a Discount Mortgage Loan) and (b) the Senior
Accelerated Distribution Percentage for such
Distribution Date times the related unscheduled
collections (including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) to the
extent applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to
Section 3.14 (in each case other than the portion of
such unscheduled collections, with respect to a
Discount Mortgage Loan included in Section
4.02(b)(i)(C));
(C)the Senior Accelerated Distribution Percentage for
such Distribution Date times the aggregate of all
Principal Prepayments in Full and Curtailments received
in the related Prepayment Period (other than the
related Discount Fraction of such Principal Prepayments
in Full and Curtailments, with respect to a Discount
Mortgage Loan);
(D) any Excess Subordinate Principal Amount for such
Distribution Date;
(E) any amounts described in subsection (ii)(Y),
clauses (A), (B) and (C) of this Section 4.02(a), as
determined for any previous Distribution Date, which
remain unpaid after application of amounts previously
distributed pursuant to this clause (E) to the extent
that such amounts are not attributable to Realized
Losses which have been allocated to the Class M
Certificates or Class B Certificates;
(iii)if the Certificate Principal Balances of the Class
M Certificates and Class B Certificates have not been
reduced to zero, to the Master Servicer or a
Subservicer, by remitting for deposit to the Custodial
Account, to the extent of and in reimbursement for any
Advances or Subservicer Advances previously made with
respect to any Mortgage Loan or REO Property which
remain unreimbursed in whole or in part following the
Cash Liquidation or REO Disposition of such Mortgage
Loan or REO Property, minus any such Advances that were
made with respect to delinquencies that ultimately
constituted Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary
Losses;
(iv) to the Holders of the Class M-1 Certificates, the
Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(v)to the Holders of the Class M-1 Certificates, an
amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for
such Distribution Date, minus (y) the amount of any
Class A-10 Collection Shortfalls remaining unpaid for
all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections
4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) are
insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class M-1
Certificates;
(vi) to the Holders of the Class M-2 Certificates, the
Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(vii)to the Holders of the Class M-2 Certificates, an
amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for
such Distribution Date, minus (y) the amount of any
Class A-10 Collection Shortfalls remaining unpaid for
all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections
4.02(a)(ix), (xi), (xiii), (xiv) and (xv) are
insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class M-2
Certificates;
(viii) to the Holders of the Class M-3 Certificates,
the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(ix)to the Holders of the Class M-3 Certificates, an
amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for
such Distribution Date, minus (y) the amount of any
Class A-10 Collection Shortfalls remaining unpaid for
all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections
4.02(a)(xi), (xiii), (xiv) and (xv) are insufficient
therefor, applied in reduction of the Certificate
Principal Balance of the Class M-3 Certificates;
(x)to the Holders of the Class B-1 Certificates, the
Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xi)to the Holders of the Class B-1 Certificates, an
amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for
such Distribution Date, minus (y) the amount of any
Class A-10 Collection Shortfalls remaining unpaid for
all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections
4.02(a)(xiii), (xiv) and (xv) are insufficient
therefor, applied in reduction of the Certificate
Principal Balance of the Class B Certificates;
(xii)to the Holders of the Class B-2 Certificates, the
Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xiii)to the Holders of the Class B-2 Certificates, an
amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for
such Distribution Date, minus (y) the amount of any
Class A-10 Collection Shortfalls remaining unpaid for
all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections
4.02(a)(xiv) and (xv) are insufficient therefor,
applied in reduction of the Certificate Principal
Balance of the Class B Certificates;
(xiv)to the Holders of the Class B-3 Certificates an
amount equal to (x) the Accrued Certificate Interest
thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below,
minus (y) the amount of any Class A-10 Collection
Shortfalls remaining unpaid for all previous
Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Section 4.02(xv) are
insufficient therefor;
(xv)to the Holders of the Class B-3 Certificates, an
amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for
such Distribution Date, minus (y) the amount of any
Class A-10 Collection Shortfalls remaining unpaid for
all previous Distribution Dates, applied in reduction
of the Certificate Principal Balance of the Class B-3
Certificates;
(xvi)to the Class A and Class R Certificateholders in
the priority set forth in Section 4.02(b), the portion,
if any, of the Available Distribution Amount remaining
after the foregoing distributions, applied to reduce
the Certificate Principal Balances of such Class A and
Class R Certificates, but in no event more than the sum
of the outstanding Certificate Principal Balances of
each such Class of Class A and Class R Certificates,
and thereafter, to each Class of Class M Certificates
then outstanding beginning with such Class with the
lowest numerical designation, any portion of the
Available Distribution Amount remaining after the Class
A Certificates (other than the Class A-10 Certificates)
and Class R Certificates have been retired, applied to
reduce the Certificate Principal Balance of each such
Class of Class M Certificates, but in no event more
than the outstanding Certificate Principal Balance of
each such Class of Class M Certificates; and
thereafter, to each such Class of Class B Certificates
then outstanding beginning with such Class with the
lowest numerical designation, any portion of the
Available Distribution Amount remaining after the Class
M Certificates have been retired, applied to reduce the
Certificate Principal Balance of each such Class of
Class B Certificates, but in no event more than the
outstanding Certificate Principal Balance of each such
Class of Class B Certificates; and
(xvii)to the Class R-I Certificateholders, the balance,
if any, of the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution
Date, with respect to the Class of Class B Certificates
outstanding on such Distribution Date with the highest
numerical designation, or in the event the Class B
Certificates are no longer outstanding, the Class of
Class M Certificates then outstanding with the highest
numerical designation, or in the event the Class B
Certificates and Class M Certificates are no longer
outstanding, the Class A and Class R Certificates,
Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date will be
distributable only to the extent that such unpaid
Accrued Certificate Interest was attributable to
interest shortfalls relating to Nonrecoverable Advances
as determined by the Master Servicer with respect to
the related Mortgage Loan where such Mortgage Loan has
not yet been the subject of a Cash Liquidation or REO
Disposition.
(b) Distributions of principal on the Class A
Certificates (other than the Class A-9 Certificates)
and Class R Certificates on each Distribution Date
occurring prior to the occurrence of the Credit Support
Depletion Date will be made as follows:
(i) to the Class A-10 Certificates, until the
Certificate Principal Balance thereof is reduced to
zero, an amount (the "Class A-10 Principal Distribution
Amount") equal to the aggregate of:
(A) the related Discount Fraction of the principal
portion of each Monthly Payment on each Discount
Mortgage Loan due during the related Due Period,
whether or not received on or prior to the related
Determination Date, minus the Discount Fraction of the
principal portion of any related Debt Service Reduction
which together with other Bankruptcy Losses exceeds the
Bankruptcy Amount;
(B) the related Discount Fraction of the principal
portion of all unscheduled collections on each Discount
Mortgage Loan received during the preceding calendar
month (other than amounts received in connection with a
Cash Liquidation or REO Disposition of a Discount
Mortgage Loan described in clause (C) below), including
Principal Prepayments in Full, Curtailments and
repurchases (including deemed repurchases under Section
3.07(b)) of Discount Mortgage Loans (or, in the case of
a substitution of a Deleted Mortgage Loan, the Discount
Fraction of the amount of any shortfall deposited in
the Custodial Account in connection with such
substitution;
(C)in connection with the Final Disposition of a
Discount Mortgage Loan that did not result in any
Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses, an
amount equal to the lesser of (1) the applicable
Discount Fraction of the Stated Principal Balance of
such Discount Mortgage Loan immediately prior to such
Distribution Date and (2) the aggregate amount of
collections on such Mortgage Loan to the extent applied
as recoveries of principal;
(D)any amounts allocable to principal for any previous
Distribution Date (calculated pursuant to clauses (A)
through (C) above) that remain undistributed; and
(E) the amount of any Class A-10 Collection Shortfalls
for such Distribution Date and the amount of any Class
A-10 Collection Shortfalls remaining unpaid for all
previous Distribution Dates, but only to the extent of
the Eligible Funds for such Distribution Date;
(ii) an amount equal to the lesser of (1) the Senior
Principal Distribution Amount and (2) the aggregate
amount (the "Segment I Principal Amount") necessary to
reduce the outstanding amount of Segment I to its
Segment I Scheduled Principal Balance for such
Distribution Date shall be applied to reduce the
outstanding amount of Segment I and shall be
distributed in reduction of the Certificate Principal
Balances of the Segment Certificates, as follows:
(A) first, to the Class A-1, Class A-2 and Class A-3
Certificates on a pro rata basis in proportion to their
respective Certificate Principal Balances, until the
Certificate Principal Balances thereof have been
reduced to zero; and
(B) second, to the Class A-4, Class R-I and Class R-II
Certificates, on a pro rata basis in proportion to
their respective Certificate Principal Balances, until
the Certificate Principal Balances thereof have been
reduced to zero;
(iii)an amount equal to the lesser of (1) the balance
of the Senior Principal Distribution Amount remaining
after the distribution, if any, described in clause
(ii) above and (2) the aggregate amount (the "PAC
Principal Amount") necessary to reduce the outstanding
Certificate Principal Balances of the PAC Certificates
to the respective Planned Principal Balances of each
such class for such Distribution Date shall be
distributed in reduction of the Certificate Principal
Balances of the classes set forth below, as follows:
(A) first, to the Class A-5 Certificates until the
Certificate Principal Balance thereof has been reduced
to its Planned Principal Balance;
(B) second, to the Class A-6 Certificates until the
Certificate Principal Balance thereof has been reduced
to its Planned Principal Balance;
(C) third, to the Class A-7 Certificates until the
Certificate Principal Balance thereof has been reduced
to its Planned Principal Balance; and
(D) fourth, to the Class A-8 Certificates until the
Certificate Principal Balance thereof has been reduced
to its Planned Principal Balance; and
(iv) the balance, if any, of the Senior Principal
Distribution Amount remaining after the distributions
described in clauses (ii) and (iii) above shall be
distributed as follows:
(A) first, to the Segment Certificates, to be
distributed to the Segment Certificates in the order
set forth in clause (ii) above and applied to reduce
the amount of Segment II, until the amount of Segment
II has been reduced to zero;
(B) second, to the Segment Certificates, without
regard to the Segment I Scheduled Principal Balance of
Segment I, to be distributed to the Segment
Certificates in the order set forth in clause (ii)
above and applied to reduce the amount of Segment I,
until the Certificate Principal Balance of each such
Class of Segment Certificates has been reduced to zero;
and
(C) third, to the PAC Certificates, without regard to
their Planned Principal Balances, in the order set
forth in clause (iii) above, in each case until the
Certificate Principal Balances of the PAC Certificates
have been reduced to zero.
(c)On or after the occurrence of the Credit Support
Depletion Date, all priorities relating to
distributions as described above in respect of
principal among the Class A Certificates (other than
the Class A-10 Certificates) and Class R Certificates
will be disregarded and an amount equal to the Discount
Fraction of the principal portion of scheduled payments
and unscheduled collections received or advanced in
respect of Discount Mortgage Loans will be distributed
to the Class A-10 Certificates, and the Senior
Principal Distribution Amount will be distributed to
the Class A Certificates (other than the Class A-10
Certificates) and Class R Certificates pro rata in
accordance with their respective outstanding
Certificate Principal Balances.
(d)In addition to the foregoing distributions, with
respect to any Mortgage Loan that was previously the
subject of a Cash Liquidation or an REO Disposition
that resulted in a Realized Loss, in the event that
within two years of the date on which such Realized
Loss was determined to have occurred the Master
Servicer receives amounts, which the Master Servicer
reasonably believes to represent subsequent recoveries
(net of any related liquidation expenses), or
determines that it holds surplus amounts previously
reserved to cover estimated expenses, specifically
related to such Mortgage Loan (including, but not
limited to, recoveries in respect of the
representations and warranties made by the related
Seller pursuant to the applicable Seller's Agreement),
the Master Servicer shall distribute such amounts to
the applicable Certificateholders of the Class or
Classes to which such Realized Loss was allocated (with
the amounts to be distributed allocated among such
Classes in the same proportions as such Realized Loss
was allocated), subject to the following: No such
distribution shall be in an amount that would result in
total distributions on the Certificates of any such
Class in excess of the total amounts of principal and
interest that would have been distributable thereon if
such Cash Liquidation or REO Disposition had occurred
but had resulted in a Realized Loss equal to zero.
Notwithstanding the foregoing, no such distribution
shall be made with respect to the Certificates of any
Class to the extent that either (i) such Class was
protected against the related Realized Loss pursuant to
any instrument or fund established under Section
11.01(e) or (ii) such Class of Certificates has been
deposited into a separate trust fund or other
structuring vehicle and separate certificates or other
instruments representing interests therein have been
issued in one or more classes, and any of such separate
certificates or other instruments was protected against
the related Realized Loss pursuant to any limited
guaranty, payment obligation, irrevocable letter of
credit, surety bond, insurance policy or similar
instrument or a reserve fund, or a combination thereof.
Any amount to be so distributed with respect to the
Certificates of any Class shall be distributed by the
Master Servicer to the Certificateholders of record as
of the Record Date immediately preceding the date of
such distribution, on a pro rata basis based on the
Percentage Interest represented by each Certificate of
such Class as of such Record Date. Any amounts to be
so distributed shall not be remitted to or distributed
from the Trust Fund, and shall constitute subsequent
recoveries with respect to Mortgage Loans that are no
longer assets of the Trust Fund.
(e)Each distribution with respect to a Book-Entry
Certificate shall be paid to the Depository, as Holder
thereof, and the Depository shall be responsible for
crediting the amount of such distribution to the
accounts of its Depository Participants in accordance
with its normal procedures. Each Depository
Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it
represents and to each indirect participating brokerage
firm (a "brokerage firm" or "indirect participating
firm") for which it acts as agent. Each brokerage firm
shall be responsible for disbursing funds to the
Certificate Owners that it represents. None of the
Trustee, the Certificate Registrar, the Company or the
Master Servicer shall have any responsibility therefor
except as otherwise provided by this Agreement or
applicable law.
(f)Except as otherwise provided in Section 9.01, if the
Master Servicer anticipates that a final distribution
with respect to any Class of Certificates will be made
on the next Distribution Date, the Master Servicer
shall, no later than the Determination Date in the
month of such final distribution, notify the Trustee
and the Trustee shall, no later than two (2) Business
Days after such Determination Date, mail on such date
to each Holder of such Class of Certificates a notice
to the effect that: (i) the Trustee anticipates that
the final distribution with respect to such Class of
Certificates will be made on such Distribution Date but
only upon presentation and surrender of such
Certificates at the office of the Trustee or as
otherwise specified therein, and (ii) no interest shall
accrue on such Certificates from and after the end of
the prior calendar month. In the event that
Certificateholders required to surrender their
Certificates pursuant to Section 9.01(c) do not
surrender their Certificates for final cancellation,
the Trustee shall cause funds distributable with
respect to such Certificates to be withdrawn from the
Certificate Account and credited to a separate escrow
account for the benefit of such Certificateholders as
provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders.
(a)Concurrently with each distribution charged to the
Certificate Account and with respect to each
Distribution Date the Master Servicer shall forward to
the Trustee and the Trustee shall forward by mail to
each Holder and the Company a statement setting forth
the following information as to each Class of
Certificates to the extent applicable:
(i)(a) the amount of such distribution to the
Certificateholders of such Class applied to reduce the
Certificate Principal Balance thereof, and (b) the
aggregate amount included therein representing
Principal Prepayments;
(ii)the amount of such distribution to Holders of such
Class of Certificates allocable to interest;
(iii)if the distribution to the Holders of such Class
of Certificates is less than the full amount that would
be distributable to such Holders if there were
sufficient funds available therefor, the amount of the
shortfall;
(iv)the amount of any Advance by the Master Servicer
pursuant to Section 4.04;
(v)the number and Pool Stated Principal Balance of the
Mortgage Loans after giving effect to the distribution
of principal on such Distribution Date;
(vi)the aggregate Certificate Principal Balance of each
Class of Certificates, and each of the Senior, Class M-
1, Class M-2, Class M-3, Class B-1, Class B-2 and Class
B-3 Percentages, after giving effect to the amounts
distributed on such Distribution Date, separately
identifying any reduction thereof due to Realized
Losses other than pursuant to an actual distribution of
principal;
(vii)the related Subordinate Principal Distribution
Amount and Prepayment Distribution Percentage, if
applicable;
(viii)on the basis of the most recent reports furnished
to it by Subservicers, the number and aggregate
principal balances of Mortgage Loans that are
delinquent (A) one month, (B) two months and (C) three
months and the number and aggregate principal balance
of Mortgage Loans that are in foreclosure;
(ix)the number, aggregate principal balance and book
value of any REO Properties;
(x)the aggregate Accrued Certificate Interest remaining
unpaid, if any, for each Class of Certificates, after
giving effect to the distribution made on such
Distribution Date;
(xi)the Special Hazard Amount, Fraud Loss Amount and
Bankruptcy Amount as of the close of business on such
Distribution Date and a description of any change in
the calculation of such amounts;
(xii)the Notional Amount of Class A-9 Certificates for
such Distribution Date;
(xiii)the occurrence of the Credit Support Depletion
Date;
(xiv)the Senior Accelerated Distribution Percentage
applicable to such distribution;
(xv)the Senior Percentage for such Distribution Date;
(xvi)the aggregate amount of Realized Losses for such
Distribution Date;
(xvii)the aggregate amount of any recoveries on
previously foreclosed loans from Sellers due to a
breach of representation or warranty;
(xviii) the weighted average remaining term to maturity
of the Mortgage Loans after giving effect to the
amounts distributed on such Distribution Date; and
(xix)the weighted average Mortgage Rates of the
Mortgage Loans after giving effect to the amounts
distributed on such Distribution Date.
In the case of information furnished pursuant to
clauses (i) and (ii) above, the amounts shall be
expressed as a dollar amount per Certificate with a
$1,000 denomination. In addition to the statement
provided to the Trustee as set forth in this Section
4.03(a), the Master Servicer shall provide to any
manager of a trust fund consisting of some or all of
the Certificates, upon reasonable request, such
additional information as is reasonably obtainable by
the Master Servicer at no additional expense to the
Master Servicer.
(b)Within a reasonable period of time after the end of
each calendar year, the Master Servicer shall prepare,
or cause to be prepared, and the Trustee shall forward,
or cause to be forwarded, to each Person who at any
time during the calendar year was the Holder of a
Certificate, other than a Class R Certificate, a
statement containing the information set forth in
clauses (i) and (ii) of subsection (a) above aggregated
for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such
obligation of the Master Servicer and Trustee shall be
deemed to have been satisfied to the extent that
substantially comparable information shall be provided
by the Master Servicer and Trustee pursuant to any
requirements of the Code.
(c)Within a reasonable period of time after the end of
each calendar year, the Master Servicer shall prepare,
or cause to be prepared, and the Trustee shall forward,
or cause to be forwarded, to each Person who at any
time during the calendar year was the Holder of a Class
R Certificate, a statement containing the applicable
distribution information provided pursuant to this
Section 4.03 aggregated for such calendar year or
applicable portion thereof during which such Person was
the Holder of a Class R Certificate. Such obligation
of the Master Servicer and Trustee shall be deemed to
have been satisfied to the extent that substantially
comparable information shall be provided by the Master
Servicer and Trustee pursuant to any requirements of
the Code.
Section 4.04. Distribution of Reports to the Trustee
and the Company; Advances by the Master Servicer.
(a)Prior to the close of business on the Business Day
next succeeding each Determination Date, the Master
Servicer shall furnish a written statement to the
Trustee, any Paying Agent and the Company (the
information in such statement to be made available to
Certificateholders by the Master Servicer on request)
setting forth (i) the Available Distribution Amount and
(ii) the amounts required to be withdrawn from the
Custodial Account and deposited into the Certificate
Account on the immediately succeeding Certificate
Account Deposit Date pursuant to clause (iii) of
Section 4.01(a). The determination by the Master
Servicer of such amounts shall, in the absence of
obvious error, be presumptively deemed to be correct
for all purposes hereunder and the Trustee shall be
protected in relying upon the same without any
independent check or verification.
(b) On or before 2:00 P.M. New York time on each
Certificate Account Deposit Date, the Master Servicer
shall either (i) deposit in the Certificate Account
from its own funds, or funds received therefor from the
Subservicers, an amount equal to the Advances to be
made by the Master Servicer in respect of the related
Distribution Date, which shall be in an aggregate
amount equal to the aggregate amount of Monthly
Payments (with each interest portion thereof adjusted
to the Net Mortgage Rate), less the amount of any
related Debt Service Reductions or reductions in the
amount of interest collectable from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act
of 1940, as amended, or similar legislation or
regulations then in effect, on the Outstanding Mortgage
Loans as of the related Due Date, which Monthly
Payments were delinquent as of the close of business as
of the related Determination Date; provided that no
Advance shall be made if it would be a Nonrecoverable
Advance, (ii) withdraw from amounts on deposit in the
Custodial Account and deposit in the Certificate
Account all or a portion of the Amount Held for Future
Distribution in discharge of any such Advance, or (iii)
make advances in the form of any combination of (i) and
(ii) aggregating the amount of such Advance. Any
portion of the Amount Held for Future Distribution so
used shall be replaced by the Master Servicer by
deposit in the Certificate Account on or before 11:00
A.M. New York time on any future Certificate Account
Deposit Date to the extent that funds attributable to
the Mortgage Loans that are available in the Custodial
Account for deposit in the Certificate Account on such
Certificate Account Deposit Date shall be less than
payments to Certificateholders required to be made on
the following Distribution Date. The Master Servicer
shall be entitled to use any Advance made by a
Subservicer as described in Section 3.07(b) that has
been deposited in the Custodial Account on or before
such Distribution Date as part of the Advance made by
the Master Servicer pursuant to this Section 4.04. The
amount of any reimbursement pursuant to Section
4.02(a)(iii) in respect of outstanding Advances on any
Distribution Date shall be allocated to specific
Monthly Payments due but delinquent for previous Due
Periods, which allocation shall be made, to the extent
practicable, to Monthly Payments which have been
delinquent for the longest period of time. Such
allocations shall be conclusive for purposes of
reimbursement to the Master Servicer from recoveries on
related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has
made a Nonrecoverable Advance or that any proposed
Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certificate of a
Servicing Officer delivered to the Seller and the
Trustee.
In the event that the Master Servicer determines as of
the Business Day preceding any Certificate Account
Deposit Date that it will be unable to deposit in the
Certificate Account an amount equal to the Advance
required to be made for the immediately succeeding
Distribution Date, it shall give notice to the Trustee
of its inability to advance (such notice may be given
by telecopy), not later than 3:00 P.M., New York time,
on such Business Day, specifying the portion of such
amount that it will be unable to deposit. Not later
than 3:00 P.M., New York time, on the Certificate
Account Deposit Date the Trustee shall, unless by 12:00
Noon, New York time, on such day the Trustee shall have
been notified in writing (by telecopy) that the Master
Servicer shall have directly or indirectly deposited in
the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have
given notice pursuant to the preceding sentence,
pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under
this Agreement in accordance with Section 7.01 and (b)
assume the rights and obligations of the Master
Servicer hereunder, including the obligation to deposit
in the Certificate Account an amount equal to the
Advance for the immediately succeeding Distribution
Date.
The Trustee shall deposit all funds it receives
pursuant to this Section 4.04 into the Certificate
Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer
shall determine the total amount of Realized Losses, if
any, that resulted from any Cash Liquidation, Debt
Service Reduction, Deficient Valuation or REO
Disposition that occurred during the related Prepayment
Period. The amount of each Realized Loss shall be
evidenced by an Officers' Certificate. All Realized
Losses, other than Excess Special Hazard Losses,
Extraordinary Losses, Excess Bankruptcy Losses or
Excess Fraud Losses, shall be allocated as follows:
first, to the Class B-3 Certificates until the
Certificate Principal Balance thereof has been reduced
to zero; second, to the Class B-2 Certificates until
the Certificate Principal Balance thereof has been
reduced to zero; third, to the Class B-1 Certificates
until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class M-3
Certificates until the Certificate Principal Balance
thereof has been reduced to zero; fifth, to the Class
M-2 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; sixth, to the
Class M-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; and,
thereafter, if such Realized Losses are on a Discount
Mortgage Loan, to the Class A-10 Certificates in an
amount equal to the Discount Fraction of the principal
portion thereof, and the remainder of such Realized
Losses and the entire amount of such Realized Losses on
Non-Discount Mortgage Loans among all the Class A
Certificates (other than the Class A-10 Certificates),
Class R Certificates and the Spread on a pro rata
basis, as described below. Any Excess Special Hazard
Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses on Non-Discount Mortgage Loans
will be allocated among the Class A (other than the
Class A-10 Certificates) and Class M, Class B and Class
R Certificates and the Spread on a pro rata basis, as
described below. The principal portion of such losses
on Discount Mortgage Loans will be allocated to the
Class A-10 Certificates in an amount equal to the
related Discount Fraction thereof, and the remainder of
such losses on Discount Mortgage Loans will be
allocated among the Class A Certificates (other than
the Class A-10 Certificates), Class M, Class B and
Class R Certificates on a pro rata basis, as described
below.
As used herein, an allocation of a Realized Loss on a
"pro rata basis" among two or more specified Classes of
Certificates and the Spread means an allocation on a
pro rata basis, among the various Classes so specified,
to each such Class of Certificates on the basis of
their then outstanding Certificate Principal Balances
prior to giving effect to distributions to be made on
such Distribution Date in the case of the principal
portion of a Realized Loss or based on the Accrued
Certificate Interest thereon (without regard to any
Compensating Interest for such Distribution Date) or
the Spread Rate, in the case of an interest portion of
a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of
Realized Losses (other than Debt Service Reductions) to
a Class of Certificates shall be made by reducing the
Certificate Principal Balance thereof by the amount so
allocated, which allocation shall be deemed to have
occurred on such Distribution Date. Any allocation of
the principal portion of Realized Losses (other than
Debt Service Reductions) to the Class B Certificates
or, after the Certificate Principal Balances of the
Class B Certificates have been reduced to zero, to the
Class of Class M Certificates then outstanding with the
highest numerical designation shall be made by
operation of the definition of "Certificate Principal
Balance" and by operation of the provisions of Section
4.02(a). Allocations of the interest portions of
Realized Losses shall be made 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. The principal portion of Realized Losses
allocated to the Segment Certificates will also be
applied to reduce Segment I and Segment II on a pro
rata basis, in proportion to the respective amounts
thereof.
Section 4.06. Reports of Foreclosures and Abandonment
of Mortgaged Property.
The Master Servicer or the Subservicers shall file
information returns with respect to the receipt of
mortgage interests received in a trade or business, the
reports of foreclosures and abandonments of any
Mortgaged Property and the information returns relating
to cancellation of indebtedness income with respect to
any Mortgaged Property required by Sections 6050H,
6050J and 6050P, respectively, of the Code, and deliver
to the Trustee an Officers' Certificate stating that
such reports have been filed. Such reports shall be in
form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P
of the Code.
Section 4.07. Optional Purchase of Defaulted Mortgage
Loans.
As to any Mortgage Loan which is delinquent in payment
by 90 days or more, the Master Servicer may, at its
option, purchase such Mortgage Loan from the Trustee at
the Purchase Price therefor. If at any time the Master
Servicer makes a payment to the Certificate Account
covering the amount of the Purchase Price for such a
Mortgage Loan, and the Master Servicer provides to the
Trustee a certification signed by a Servicing Officer
stating that the amount of such payment has been
deposited in the Certificate Account, then the Trustee
shall execute the assignment of such Mortgage Loan at
the request of the Master Servicer without recourse to
the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such
Mortgage Loan, and all security and documents relative
thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer
will thereupon own such Mortgage Loan, and all such
security and documents, free of any further obligation
to the Trustee or the Certificateholders with respect
thereto. Notwithstanding anything to the contrary in
this Section 4.07, the Master Servicer shall continue
to service any such Mortgage Loan after the date of
such purchase in accordance with the terms of this
Agreement and, if any Realized Loss with respect to
such Mortgage Loan occurs, allocate such Realized Loss
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.
Section 4.08.Distributions on the Uncertificated REMIC
I Regular Interests.
(a) On each Distribution Date the Trustee shall be
deemed to distribute to itself, as the holder of the
Uncertificated REMIC I Regular Interests, the
Uncertificated REMIC I Regular Interest Distribution
Amounts in the following order of priority to the
extent of the Available Distribution Amount reduced by
distributions made to the Class R-I Certificates
pursuant to Section 4.02(a):
(i) Uncertificated Accrued Interest on the
Uncertificated REMIC I Regular Interests for such
Distribution Date, plus any Uncertificated Accrued
Interest thereon remaining unpaid from any previous
Distribution Date; and
(ii) In accordance with the priority set forth in
Section 4.08(b), an amount equal to the sum of the
amounts in respect of principal distributable on the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-8, Class A-10, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2, Class B-3
and Class R-II Certificates under Section 4.02(a), as
allocated thereto pursuant to Section 4.02(b).
(b)The amount described in Section 4.08(a)(ii) shall be
deemed distributed to (i) Uncertificated REMIC I
Regular Interest V, (ii) Uncertificated REMIC I Regular
Interest W, (iii) Uncertificated REMIC I Regular
Interest X and (iv) Uncertificated REMIC I Regular
Interest Y, respectively, with the amount to be
distributed allocated among such interests in
accordance with the priority assigned to the (i) Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class
B-3 and Class R-II Certificates, (ii) Class A-6
Certificates, (iii) Class A-7 and Class A-8
Certificates and (iv) Class A-10 Certificates,
respectively, under Section 4.02(b) until the
Uncertificated Principal Balance of each such interest
is reduced to zero.
(c)The portion of the Uncertificated REMIC I Regular
Interest Distribution Amounts described in Section
4.08(a)(ii) shall be deemed distributed by REMIC I to
REMIC II in accordance with the priority assigned to
the REMIC II Certificates relative to that assigned to
the REMIC I Certificates under Section 4.02(b).
(d)In determining from time to time the Uncertificated
REMIC I Regular Interest V Distribution Amount,
Uncertificated REMIC I Regular Interest W Distribution
Amount, Uncertificated REMIC I Regular Interest X
Distribution Amount and Uncertificated REMIC I Regular
Interest Y Distribution Amount, Realized Losses
allocated to the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2, Class B-3 and Class R-II Certificates
under Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest V; Realized
Losses allocated to the Class A-6 Certificates under
Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest W, Realized
Losses allocated to the Class A-7 and Class A-8
Certificates under Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interest X;
and Realized Losses allocated to the Class A-10
Certificates under Section 4.05 shall be deemed
allocated to the Uncertificated REMIC I Regular
Interest Y.
(e)On each Distribution Date the Trustee shall be
deemed to distribute from REMIC II, in the priority set
forth in Sections 4.02(a) and (b), to the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-9, Class A-10, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2, Class B-3
and Class R-II Certificates the amounts distributable
thereon, from the Uncertificated REMIC I Regular
Interest Distribution Amounts deemed to have been
received by REMIC II from REMIC I under this Section
4.08.
(f)Notwithstanding the deemed distributions on the
Uncertificated REMIC I Regular Interests described in
this Section 4.08, distributions of funds from the
Certificate Account shall be made only in accordance
with Section 4.02.
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a)The Class A, Class M, Class B and Class R
Certificates, respectively, shall be substantially in
the forms set forth in Exhibits A, B, C and D and
shall, on original issue, be executed and delivered by
the Trustee to the Certificate Registrar for
authentication and delivery to or upon the order of the
Company upon receipt by the Trustee or one or more
Custodians of the documents specified in Section 2.01.
The Class A Certificates (other than the Class A-9 and
Class A-10 Certificates) will be issued in minimum
denominations of $25,000 and integral multiples of $1
in excess thereof. The Class A-10 and Class M-1
Certificates will be issuable in minimum denominations
of $25,000 and the Class M-2, Class M-3, Class B-1,
Class B-2 and Class B-3 Certificates will be issuable
in minimum denominations of $250,000, and, in each
case, in integral multiples of $1,000 in excess
thereof, except that one Certificate of each Class of
the Class A-10, Class M and Class B Certificates may be
issued in a denomination equal to the denomination set
forth as follows for such Class or the sum of such
denomination and an integral multiple of $1,000:
Class A-10 $ 25,607.66
Class M-1 $ 25,800.00
Class M-2 $ 25,900.00
Class M-3 $ 25,400.00
Class B-1 $250,800.00
Class B-2 $250,400.00
Class B-3 $250,731.33
The Class A-9, Class R-I and Class R-II Certificates
shall be issuable in minimum denominations of not less
than a 20% Percentage Interest; provided, however, that
one Class R-I and one Class R-II Certificate will be
issuable to Residential Funding as "tax matters person"
pursuant to Section 10.01(c) and (e) in a minimum
denomination representing a Percentage Interest of not
less than 0.01%.
The Certificates shall be executed by manual or
facsimile signature on behalf of an authorized officer
of the Trustee. Certificates bearing the manual or
facsimile signatures of individuals who were at any
time the proper officers of the Trustee shall bind the
Trustee, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the
authentication and delivery of such Certificate or did
not hold such offices at the date of such Certificates.
No Certificate shall be entitled to any benefit under
this Agreement, or be valid for any purpose, unless
there appears on such Certificate a certificate of
authentication substantially in the form provided for
herein executed by the Certificate Registrar by manual
signature, and such certificate upon any Certificate
shall be conclusive evidence, and the only evidence,
that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated
the date of their authentication.
(b)The Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7 and Class A-8
Certificates shall initially be issued as one or more
Certificates registered in the name of the Depository
or its nominee and, except as provided below,
registration of such Certificates may not be
transferred by the Trustee except to another Depository
that agrees to hold such Certificates for the
respective Certificate Owners with Ownership Interests
therein. The Certificate Owners shall hold their
respective Ownership Interests in and to each of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7 and Class A-8 Certificates through
the book-entry facilities of the Depository and, except
as provided below, shall not be entitled to Definitive
Certificates in respect of such Ownership Interests.
All transfers by Certificate Owners of their respective
Ownership Interests in the Book-Entry Certificates
shall be made in accordance with the procedures
established by the Depository Participant or brokerage
firm representing such Certificate Owner. Each
Depository Participant shall transfer the Ownership
Interests only in the Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms
for which it acts as agent in accordance with the
Depository's normal procedures.
The Trustee, the Master Servicer and the Company may
for all purposes (including the making of payments due
on the respective Classes of Book-Entry Certificates)
deal with the Depository as the authorized
representative of the Certificate Owners with respect
to the respective Classes of Book-Entry Certificates
for the purposes of exercising the rights of
Certificateholders hereunder. The rights of
Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to
those established by law and agreements between such
Certificate Owners and the Depository Participants and
brokerage firms representing such Certificate Owners.
Multiple requests and directions from, and votes of,
the Depository as Holder of any Class of Book-Entry
Certificates with respect to any particular matter
shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee
may establish a reasonable record date in connection
with solicitations of consents from or voting by
Certificateholders and shall give notice to the
Depository of such record date.
If (i)(A) the Company advises the Trustee in writing
that the Depository is no longer willing or able to
properly discharge its responsibilities as Depository
and (B) the Company is unable to locate a qualified
successor or (ii) the Company at its option advises the
Trustee in writing that it elects to terminate the
book-entry system through the Depository, the Trustee
shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of
the availability of Definitive Certificates to
Certificate Owners requesting the same. Upon surrender
to the Trustee of the Book-Entry Certificates by the
Depository, accompanied by registration instructions
from the Depository for registration of transfer, the
Trustee shall issue the Definitive Certificates.
Neither the Company, the Master Servicer nor the
Trustee shall be liable for any actions taken by the
Depository or its nominee, including, without
limitation, any delay in delivery of such instructions
and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of
Definitive Certificates all references herein to
obligations imposed upon or to be performed by the
Company in connection with the issuance of the
Definitive Certificates pursuant to this Section 5.01
shall be deemed to be imposed upon and performed by the
Trustee, and the Trustee and the Master Servicer shall
recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
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. In the event that a transfer of a Class B
Certificate is to be made (i) 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. The Holder of a Class B
Certificate desiring to effect any such transfer, sale,
pledge or other disposition shall, and does hereby
agree to, indemnify the Trustee, the Company, the
Master Servicer and the Certificate Registrar against
any liability that may result if the transfer, sale,
pledge or other disposition is not so exempt or is not
made in accordance with such federal and state laws.
(e)In the case of any Class M, Class B or Class R
Certificate presented for registration in the name of
an employee benefit plan or other plan subject to the
prohibited transaction provisions of the Employee
Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), an investment
manager, a named fiduciary or a trustee of any such
plan or any other Person who is using "plan assets" of
any 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, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or
the Master Servicer. The Trustee may (unless otherwise
directed by the Company) require that any prospective
transferee of a Class M, Class B or Class R Certificate
provide either a certification to the effect set forth
in paragraph six of Exhibit J, which the Trustee may
rely upon without further inquiry or investigation, or
such other certifications as the Trustee may deem
desirable or necessary in order to establish that such
transferee or the Person in whose name such
registration is requested is not an employee benefit
plan or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the
Code, an investment manager, a named fiduciary or a
trustee of any such plan, or any other Person who is
using "plan assets" of any such plan to effect such
acquisition.
(f)(i) Each Person who has or who acquires any
Ownership Interest in a Class R Certificate shall be
deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized
the Trustee or its designee under clause (iii)(A) below
to deliver payments to a Person other than such Person
and to negotiate the terms of any mandatory sale under
clause (iii)(B) below and to execute all instruments of
transfer and to do all other things necessary in
connection with any such sale. The rights of each
Person acquiring any Ownership Interest in a Class R
Certificate are expressly subject to the following
provisions:
(A)Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted
Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the
Trustee shall require delivery to it, and shall not
register the Transfer of any Class R Certificate until
its receipt of, (I) an affidavit and agreement (a
"Transfer Affidavit and Agreement," in the form
attached hereto as Exhibit I-1) from the proposed
Transferee, in form and substance satisfactory to the
Master Servicer, representing and warranting, among
other things, that it is a Permitted Transferee, that
it is not acquiring its Ownership Interest in the Class
R Certificate that is the subject of the proposed
Transfer as a nominee, trustee or agent for any Person
who is not a Permitted Transferee, that for so long as
it retains its Ownership Interest in a Class R
Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of
this Section 5.02(f) and agrees to be bound by them,
and (II) a certificate, in the form attached hereto as
Exhibit I-2, from the Holder wishing to transfer the
Class R Certificate, in form and substance satisfactory
to the Master Servicer, representing and warranting,
among other things, that no purpose of the proposed
Transfer is to impede the assessment or collection of
tax.
(C)Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee under clause (B)
above, if a Responsible Officer of the Trustee who is
assigned to this Agreement has actual knowledge that
the proposed Transferee is not a Permitted Transferee,
no Transfer of an Ownership Interest in a Class R
Certificate to such proposed Transferee shall be
effected.
(D)Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall agree (x) to
require a Transfer Affidavit and Agreement from any
other Person to whom such Person attempts to transfer
its Ownership Interest in a Class R Certificate and (y)
not to transfer its Ownership Interest unless it
provides a certificate to the Trustee in the form
attached hereto as Exhibit I-2.
(E)Each Person holding or acquiring an Ownership
Interest in a Class R Certificate, by purchasing an
Ownership Interest in such Certificate, agrees to give
the Trustee written notice that it is a "pass-through
interest holder" within the meaning of Temporary
Treasury Regulations Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring an Ownership Interest in a
Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf
of, a "pass-through interest holder."
(ii)The Trustee will register the Transfer of any Class
R Certificate only if it shall have received the
Transfer Affidavit and Agreement, a certificate of the
Holder requesting such transfer in the form attached
hereto as Exhibit I-2 and all of such other documents
as shall have been reasonably required by the Trustee
as a condition to such registration. Transfers of the
Class R Certificates to Non-United States Persons and
Disqualified Organizations (as defined in Section
860E(e)(5) of the Code) are prohibited.
(iii)(A)If any Disqualified Organization shall become a
holder of a Class R Certificate, then the last
preceding Permitted Transferee shall be restored, to
the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date
of registration of such Transfer of such Class R
Certificate. If a Non-United States Person shall
become a holder of a Class R Certificate, then the last
preceding United States Person shall be restored, to
the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date
of registration of such Transfer of such Class R
Certificate. If a transfer of a Class R Certificate is
disregarded pursuant to the provisions of Treasury
Regulations Section 1.860E-1 or Section 1.860G-3, then
the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights
and obligations as Holder thereof retroactive to the
date of registration of such Transfer of such Class R-I
or Class R-II Certificate. The Trustee shall be under
no liability to any Person for any registration of
Transfer of a Class R Certificate that is in fact not
permitted by this Section 5.02(f) or for making any
payments due on such Certificate to the holder thereof
or for taking any other action with respect to such
holder under the provisions of this Agreement.
(B)If any purported Transferee shall become a Holder of
a Class R Certificate in violation of the restrictions
in this Section 5.02(f) and to the extent that the
retroactive restoration of the rights of the Holder of
such Class R Certificate as described in clause
(iii)(A) above shall be invalid, illegal or
unenforceable, then the Master Servicer shall have the
right, without notice to the holder or any prior holder
of such Class R Certificate, to sell such Class R
Certificate to a purchaser selected by the Master
Servicer on such terms as the Master Servicer may
choose. Such purported Transferee shall promptly
endorse and deliver each Class R Certificate in
accordance with the instructions of the Master
Servicer. Such purchaser may be the Master Servicer
itself or any Affiliate of the Master Servicer. The
proceeds of such sale, net of the commissions (which
may include commissions payable to the Master Servicer
or its Affiliates), expenses and taxes due, if any,
will be remitted by the Master Servicer to such
purported Transferee. The terms and conditions of any
sale under this clause (iii)(B) shall be determined in
the sole discretion of the Master Servicer, and the
Master Servicer shall not be liable to any Person
having an Ownership Interest in a Class R Certificate
as a result of its exercise of such discretion.
(iv) The Master Servicer, on behalf of the
Trustee, shall make available, upon written request
from the Trustee, all information necessary to compute
any tax imposed (A) as a result of the Transfer of an
Ownership Interest in a Class R Certificate to any
Person who is a Disqualified Organization, including
the information regarding "excess inclusions" of such
Class R Certificates required to be provided to the
Internal Revenue Service and certain Persons as
described in Treasury Regulations Sections 1.860D-
1(b)(5) and 1.860E-2(a)(5), and (B) as a result of any
regulated investment company, real estate investment
trust, common trust fund, partnership, trust, estate or
organization described in Section 1381 of the Code that
holds an Ownership Interest in a Class R Certificate
having as among its record holders at any time any
Person who is a Disqualified Organization. Reasonable
compensation for providing such information may be
required by the Master Servicer from such Person.
(v)The provisions of this Section 5.02(f) set forth
prior to this clause (v) may be modified, added to or
eliminated, provided that there shall have been
delivered to the Trustee the following:
(A)written notification from each Rating Agency to the
effect that the modification, addition to or
elimination of such provisions will not cause such
Rating Agency to downgrade its then-current ratings, if
any, of any Class of the Class A, Class M, Class B or
Class R Certificates below the lower of the then-
current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating
Agency; and
(B)a certificate of the Master Servicer stating that
the Master Servicer has received an Opinion of Counsel,
in form and substance satisfactory to the Master
Servicer, to the effect that such modification,
addition to or absence of such provisions will not
cause the Trust Fund to cease to qualify as a REMIC and
will not cause (x) the Trust Fund to be subject to an
entity-level tax caused by the Transfer of any Class R
Certificate to a Person that is a Disqualified
Organization or (y) a Certificateholder or another
Person to be subject to a REMIC-related tax caused by
the Transfer of a Class R Certificate to a Person that
is not a 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 ten percent of the Cut-
off Date Principal Balance of the Mortgage Loans,
either the Master Servicer or the Company shall have
the right, at its option, to purchase the Certificates
in whole, but not in part, at a price equal to the
outstanding Certificate Principal Balance of such
Certificates plus the sum of one month's Accrued
Certificate Interest thereon and any previously unpaid
Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable,
shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Master
Servicer or the Company, as applicable, anticipates
that it will purchase the Certificates pursuant to
Section 5.06(a). Notice of any such purchase,
specifying the Distribution Date upon which the Holders
may surrender their Certificates to the Trustee for
payment in accordance with this Section 5.06, shall be
given promptly by the Master Servicer or the Company,
as applicable, by letter to Certificateholders (with a
copy to the Certificate Registrar and each Rating
Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the
month of such final distribution, specifying:
(i) the Distribution Date upon which purchase of the
Certificates is anticipated to be made upon
presentation and surrender of such Certificates at the
office or agency of the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being
made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee
therein specified.
If either the Master Servicer or the Company gives the
notice specified above, the Master Servicer or the
Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on
which the purchase pursuant to Section 5.06(a) is to be
made, in immediately available funds, an amount equal
to the purchase price for the Certificates computed as
provided above.
(c) Upon presentation and surrender of the Certificates
to be purchased pursuant to Section 5.06(a) by the
Holders thereof, the Trustee shall distribute to such
Holders an amount equal to the outstanding Certificate
Principal Balance thereof plus the sum of one month's
Accrued Certificate Interest thereon and any previously
unpaid Accrued Certificate Interest with respect
thereto.
(d)In the event that any Certificateholders do not
surrender their Certificates on or before the
Distribution Date on which a purchase pursuant to this
Section 5.06 is to be made, the Trustee shall on such
date cause all funds in the Certificate Account
deposited therein by the Master Servicer or the
Company, as applicable, pursuant to Section 5.06(b) to
be withdrawn therefrom and deposited in a separate
escrow account for the benefit of such
Certificateholders, and the Master Servicer or the
Company, as applicable, shall give a second written
notice to such Certificateholders to surrender their
Certificates for payment of the purchase price
therefor. If within six months after the second notice
any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps
as directed by the Master Servicer or the Company, as
applicable, to contact the Holders of such Certificates
concerning surrender of their Certificates. The costs
and expenses of maintaining the escrow account and of
contacting Certificateholders shall be paid out of the
assets which remain in the escrow account. If within
nine months after the second notice any Certificates
shall not have been surrendered for cancellation in
accordance with this Section 5.06, the Trustee shall
pay to the Master Servicer or the Company, as
applicable, all amounts distributable to the Holders
thereof and the Master Servicer or the Company, as
applicable, shall thereafter hold such amounts until
distributed to such Holders. No interest shall accrue
or be payable to any Certificateholder on any amount
held in the escrow account or by the Master Servicer or
the Company, as applicable, as a result of such
Certificateholder's failure to surrender its
Certificate(s) for payment in accordance with this
Section 5.06. Any Certificate that is not surrendered
on the Distribution Date on which a purchase pursuant
to this Section 5.06 occurs as provided above will be
deemed to have been purchased and the Holder as of such
date will have no rights with respect thereto except to
receive the purchase price therefor minus any costs and
expenses associated with such escrow account and
notices allocated thereto. Any Certificates so
purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder.
The Master Servicer or the Company, as applicable,
shall be for all purposes the Holder thereof as of such
date.
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and
the Master Servicer.
The Company and the Master Servicer shall each be
liable in accordance herewith only to the extent of the
obligations specifically and respectively imposed upon
and undertaken by the Company and the Master Servicer
herein. By way of illustration and not limitation, the
Company is not liable for the servicing and
administration of the Mortgage Loans, nor is it
obligated by Section 7.01 or Section 10.01 to assume
any obligations of the Master Servicer or to appoint a
designee to assume such obligations, nor is it liable
for any other obligation hereunder that it may, but is
not obligated to, assume unless it elects to assume
such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Company or
the Master Servicer; Assignment of Rights and
Delegation of Duties by Master Servicer.
(a) The Company and the Master Servicer will each keep
in full effect its existence, rights and franchises as
a corporation under the laws of the state of its
incorporation, and will each obtain and preserve its
qualification to do business as a foreign corporation
in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective
duties under this Agreement.
(b)Any Person into which the Company or the Master
Servicer may be merged or consolidated, or any
corporation resulting from any merger or consolidation
to which the Company or the Master Servicer shall be a
party, or any Person succeeding to the business of the
Company or the Master Servicer, shall be the successor
of the Company or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any
paper or any further act on the part of any of the
parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor
or surviving Person to the Master Servicer shall be
qualified to service mortgage loans on behalf of FNMA
or FHLMC; and provided further that each Rating
Agency's ratings, if any, of the Class A, Class M,
Class B or Class R Certificates in effect immediately
prior to such merger or consolidation will not be
qualified, reduced or withdrawn as a result thereof (as
evidenced by a letter to such effect from each Rating
Agency).
(c) Notwithstanding anything else in this Section 6.02
and Section 6.04 to the contrary, the Master Servicer
may assign its rights and delegate its duties and
obligations under this Agreement; provided that the
Person accepting such assignment or delegation shall be
a Person which is qualified to service mortgage loans
on behalf of FNMA or FHLMC, is reasonably satisfactory
to the Trustee and the Company, is willing to service
the Mortgage Loans and executes and delivers to the
Company and the Trustee an agreement, in form and
substance reasonably satisfactory to the Company and
the Trustee, which contains an assumption by such
Person of the due and punctual performance and
observance of each covenant and condition to be
performed or observed by the Master Servicer under this
Agreement; provided further that each Rating Agency's
rating of the Classes of Certificates that have been
rated in effect immediately prior to such assignment
and delegation will not be qualified, reduced or
withdrawn as a result of such assignment and delegation
(as evidenced by a letter to such effect from each
Rating Agency). In the case of any such assignment and
delegation, the Master Servicer shall be released from
its obligations under this Agreement, except that the
Master Servicer shall remain liable for all liabilities
and obligations incurred by it as Master Servicer
hereunder prior to the satisfaction of the conditions
to such assignment and delegation set forth in the next
preceding sentence.
Section 6.03. Limitation on Liability of the Company,
the Master Servicer and Others.
Neither the Company, the Master Servicer nor any of the
directors, officers, employees or agents of the Company
or the Master Servicer shall be under any liability to
the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action
in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision
shall not protect the Company, the Master Servicer or
any such Person against any breach of warranties or
representations made herein or any liability which
would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The
Company, the Master Servicer and any director, officer,
employee or agent of the Company or the Master Servicer
may rely in good faith on any document of any kind
prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. The
Company, the Master Servicer and any director, officer,
employee or agent of the Company or the Master Servicer
shall be indemnified by the Trust Fund and held
harmless against any loss, liability or expense
incurred in connection with any legal action relating
to this Agreement or the Certificates, other than any
loss, liability or expense related to any specific
Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise
reimbursable pursuant to this Agreement) and any loss,
liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the
performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder.
Neither the Company nor the Master Servicer shall be
under any obligation to appear in, prosecute or defend
any legal or administrative action, proceeding, hearing
or examination that is not incidental to its respective
duties under this Agreement and which in its opinion
may involve it in any expense or liability; provided,
however, that the Company or the Master Servicer may in
its discretion undertake any such action, proceeding,
hearing or examination that it may deem necessary or
desirable in respect to this Agreement and the rights
and duties of the parties hereto and the interests of
the Certificateholders hereunder. In such event, the
legal expenses and costs of such action, proceeding,
hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of
the Trust Fund, and the Company and the Master Servicer
shall be entitled to be reimbursed therefor out of
amounts attributable to the Mortgage Loans on deposit
in the Custodial Account as provided by Section 3.10
and, on the Distribution Date(s) following such
reimbursement, the aggregate of such expenses and costs
shall be allocated in reduction of the Accrued
Certificate Interest on each Class entitled thereto in
the same manner as if such expenses and costs
constituted a Prepayment Interest Shortfall.
Section 6.04. Company and Master Servicer Not to
Resign.
Subject to the provisions of Section 6.02, neither the
Company nor the Master Servicer shall resign from its
respective obligations and duties hereby imposed on it
except upon determination that its duties hereunder are
no longer permissible under applicable law. Any such
determination permitting the resignation of the Company
or the Master Servicer shall be evidenced by an Opinion
of Counsel to such effect delivered to the Trustee. No
such resignation by the Master Servicer shall become
effective until the Trustee or a successor servicer
shall have assumed the Master Servicer's
responsibilities and obligations in accordance with
Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one
of the following events (whatever reason for such Event
of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative
or governmental body):
(i) the Master Servicer shall fail to distribute or
cause to be distributed to Holders of Certificates of
any Class any distribution required to be made under
the terms of the Certificates of such Class and this
Agreement and, in either case, such failure shall
continue unremedied for a period of 5 days after the
date upon which written notice of such failure,
requiring such failure to be remedied, shall have been
given to the Master Servicer by the Trustee or the
Company or to the Master Servicer, the Company and the
Trustee by the Holders of Certificates of such Class
evidencing Percentage Interests aggregating not less
than 25%; or
(ii) the Master Servicer shall fail to observe or
perform in any material respect any other of the
covenants or agreements on the part of the Master
Servicer contained in the Certificates of any Class or
in this Agreement and such failure shall continue
unremedied for a period of 30 days (except that such
number of days shall be 15 in the case of a failure to
pay the premium for any Required Insurance Policy)
after the date on which written notice of such failure,
requiring the same to be remedied, shall have been
given to the Master Servicer by the Trustee or the
Company, or to the Master Servicer, the Company and the
Trustee by the Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests
aggregating not less than 25%; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the
premises in an involuntary case under any present or
future federal or state bankruptcy, insolvency or
similar law or appointing a conservator or receiver or
liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of
its affairs, shall have been entered against the Master
Servicer and such decree or order shall have remained
in force undischarged or unstayed for a period of 60
days; or
(iv) the Master Servicer shall consent to the
appointment of a conservator or receiver or liquidator
in any insolvency, readjustment of debt, marshalling of
assets and liabilities, or similar proceedings of, or
relating to, the Master Servicer or of, or relating to,
all or substantially all of the property of the Master
Servicer; or
(v) the Master Servicer shall admit in writing its
inability to pay its debts generally as they become
due, file a petition to take advantage of, or commence
a voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend
payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee
pursuant to Section 4.04(b) that it is unable to
deposit in the Certificate Account an amount equal to
the Advance.
If an Event of Default described in clauses (i)-(v) of
this Section shall occur, then, and in each and every
such case, so long as such Event of Default shall not
have been remedied, either the Company or the Trustee
may, and at the direction of Holders of Certificates
entitled to at least 51% of the Voting Rights, the
Trustee shall, by notice in writing to the Master
Servicer (and to the Company if given by the Trustee or
to the Trustee if given by the Company), terminate all
of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans
and the proceeds thereof, other than its rights as a
Certificateholder hereunder. If an Event of Default
described in clause (vi) hereof shall occur, the
Trustee shall, by notice to the Master Servicer and the
Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement
and in and to the Mortgage Loans and the proceeds
thereof, other than its rights as a Certificateholder
hereunder as provided in Section 4.04(b). On or after
the receipt by the Master Servicer of such written
notice, all authority and power of the Master Servicer
under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the
Mortgage Loans or otherwise, shall subject to Section
7.02 pass to and be vested in the Trustee or the
Trustee's designee appointed pursuant to Section 7.02;
and, without limitation, the Trustee is hereby
authorized and empowered to execute and deliver, on
behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer
and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the
termination of the Master Servicer's responsibilities
and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for
administration by it of all cash amounts which shall at
the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with
respect to the Mortgage Loans. No such termination
shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or
omission prior to the effective time of such
termination.
Notwithstanding any termination of the activities of
Residential Funding in its capacity as Master Servicer
hereunder, Residential Funding shall be entitled to
receive, out of any late collection of a Monthly
Payment on a Mortgage Loan which was due prior to the
notice terminating Residential Funding's rights and
obligations as Master Servicer hereunder and received
after such notice, that portion to which Residential
Funding would have been entitled pursuant to Sections
3.10(a)(ii), (vi) and (vii) as well as its Servicing
Fee in respect thereof, and any other amounts payable
to Residential Funding hereunder the entitlement to
which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding
as Master Servicer hereunder the Company shall deliver
to the Trustee a copy of the Program Guide.
Section 7.02. Trustee or Company to Act; Appointment of
Successor.
On and after the time the Master Servicer receives a
notice of termination pursuant to Section 7.01 or
resigns in accordance with Section 6.04, the Trustee
or, upon notice to the Company and with the Company's
consent (which shall not be unreasonably withheld) a
designee (which meets the standards set forth below) of
the Trustee, shall be the successor in all respects to
the Master Servicer in its capacity as servicer under
this Agreement and the transactions set forth or
provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating
thereto placed on the Master Servicer (except for the
responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify
related Subservicers or Sellers as set forth in such
Sections, and its obligations to deposit amounts in
respect of losses incurred prior to such notice or
termination on the investment of funds in the Custodial
Account or the Certificate Account pursuant to Sections
3.07(c) and 4.01(b) by the terms and provisions
hereof); provided, however, that any failure to perform
such duties or responsibilities caused by the preceding
Master Servicer's failure to provide information
required by Section 4.04 shall not be considered a
default by the Trustee hereunder. As compensation
therefor, the Trustee shall be entitled to all funds
relating to the Mortgage Loans which the Master
Servicer would have been entitled to charge to the
Custodial Account or the Certificate Account if the
Master Servicer had continued to act hereunder and, in
addition, shall be entitled to the income from any
Permitted Investments made with amounts attributable to
the Mortgage Loans held in the Custodial Account or the
Certificate Account. If the Trustee has become the
successor to the Master Servicer in accordance with
Section 6.04 or Section 7.01, then notwithstanding the
above, the Trustee may, if it shall be unwilling to so
act, or shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint,
any established housing and home finance institution,
which is also a FNMA- or FHLMC-approved mortgage
servicing institution, having a net worth of not less
than $10,000,000 as the successor to the Master
Servicer hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the
Master Servicer hereunder. Pending appointment of a
successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall
act in such capacity as hereinabove provided. In
connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation
of such successor out of payments on Mortgage Loans as
it and such successor shall agree; provided, however,
that no such compensation shall be in excess of that
permitted the initial Master Servicer hereunder. The
Company, the Trustee, the Custodian and such successor
shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such
succession. The Servicing Fee for any successor Master
Servicer appointed pursuant to this Section 7.02 will
be lowered with respect to those Mortgage Loans, if
any, where the Subservicing Fee accrues at a rate of
less than 0.20% per annum in the event that the
successor Master Servicer is not servicing such
Mortgage Loans directly and it is necessary to raise
the related Subservicing Fee to a rate of 0.20% per
annum in order to hire a Subservicer with respect to
such Mortgage Loans.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a
successor to the Master Servicer, the Trustee shall
give prompt written notice thereof to
Certificateholders at their respective addresses
appearing in the Certificate Register.
(b) Within 60 days after the occurrence of any Event of
Default, the Trustee shall transmit by mail to all
Holders of Certificates notice of each such Event of
Default hereunder known to the Trustee, unless such
Event of Default shall have been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting
Rights of Certificates affected by a default or Event
of Default hereunder, may waive such default or Event
of Default; provided, however, that (a) a default or
Event of Default under clause (i) of Section 7.01 may
be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no
waiver pursuant to this Section 7.04 shall affect the
Holders of Certificates in the manner set forth in
Section 11.01(b)(i), (ii) or (iii). Upon any such
waiver of a default or Event of Default by the Holders
representing the requisite percentage of Voting Rights
of Certificates affected by such default or Event of
Default, such default or Event of Default shall cease
to exist and shall be deemed to have been remedied for
every purpose hereunder. No such waiver shall extend
to any subsequent or other default or Event of Default
or impair any right consequent thereon except to the
extent expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a)The Trustee, prior to the occurrence of an Event of
Default and after the curing of all Events of Default
which may have occurred, undertakes to perform such
duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default
has occurred (which has not been cured or waived), the
Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree
of care and skill in their exercise as a prudent
investor would exercise or use under the circumstances
in the conduct of such investor's own affairs.
(b)The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee
which are specifically required to be furnished
pursuant to any provision of this Agreement, shall
examine them to determine whether they conform to the
requirements of this Agreement. The Trustee shall
notify the Certificateholders of any such documents
which do not materially conform to the requirements of
this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected
documents.
The Trustee shall forward or cause to be forwarded in a
timely fashion the notices, reports and statements
required to be forwarded by the Trustee pursuant to
Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall
furnish in a timely fashion to the Master Servicer such
information as the Master Servicer may reasonably
request from time to time for the Master Servicer to
fulfill its duties as set forth in this Agreement. The
Trustee covenants and agrees that it shall perform its
obligations hereunder in a manner so as to maintain the
status of both REMIC I and REMIC II as REMICs under the
REMIC Provisions and to prevent the imposition of any
federal, state or local income, prohibited transaction,
contribution or other tax on either REMIC I or REMIC II
to the extent that maintaining such status and avoiding
such taxes are reasonably within the control of the
Trustee and are reasonably within the scope of its
duties under this Agreement.
(c)No provision of this Agreement shall be construed to
relieve the Trustee from liability for its own
negligent action, its own negligent failure to act or
its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default,
and after the curing or waiver of all such Events of
Default which may have occurred, the duties and
obligations of the Trustee shall be determined solely
by the express provisions of this Agreement, the
Trustee shall not be liable except for the performance
of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against
the Trustee and, in the absence of bad faith on the
part of the Trustee, the Trustee may conclusively rely,
as to the truth of the statements and the correctness
of the opinions expressed therein, upon any
certificates or opinions furnished 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 either REMIC I or
REMIC II to fail to qualify as a REMIC at any time that
any Certificates are outstanding or (ii) cause the
Trust Fund to be subject to any federal tax as a result
of such contribution (including the imposition of any
federal tax on "prohibited transactions" imposed under
Section 860F(a) of the Code).
Section 8.03. Trustee Not Liable for Certificates or
Mortgage Loans.
The recitals contained herein and in the Certificates
(other than the execution of the Certificates and
relating to the acceptance and receipt of the Mortgage
Loans) shall be taken as the statements of the Company
or the Master Servicer as the case may be, and the
Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as
to the validity or sufficiency of this Agreement or of
the Certificates (except that the Certificates shall be
duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or
related document. Except as otherwise provided herein,
the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of
any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any
funds paid to the Company or the Master Servicer in
respect of the Mortgage Loans or deposited in or
withdrawn from the Custodial Account or the Certificate
Account by the Company or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may
become the owner or pledgee of Certificates with the
same rights it would have if it were not Trustee.
Section 8.05.Master Servicer to Pay Trustee's Fees and
Expenses; Indemnification.
(a)The Master Servicer covenants and agrees to pay to
the Trustee and any co-trustee from time to time, and
the Trustee and any co-trustee shall be entitled to,
reasonable compensation (which shall not be limited by
any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered
by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of
the powers and duties hereunder of the Trustee and any
co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request
for all reasonable expenses, disbursements and advances
incurred or made by the Trustee or any co-trustee in
accordance with any of the provisions of this Agreement
(including the reasonable compensation and the expenses
and disbursements of its counsel and of all persons not
regularly in its employ, and the expenses incurred by
the Trustee or any co-trustee in connection with the
appointment of an office or agency pursuant to Section
8.12) except any such expense, disbursement or advance
as may arise from its negligence or bad faith.
(b)The Master Servicer agrees to indemnify the Trustee
for, and to hold the Trustee harmless against, any
loss, liability or expense incurred without negligence
or willful misconduct on its part, arising out of, or
in connection with, the acceptance and administration
of the Trust Fund, including the costs and expenses
(including reasonable legal fees and expenses) of
defending itself against any claim in connection with
the exercise or performance of any of its powers or
duties under this Agreement, provided that:
(i)with respect to any such claim, the Trustee shall
have given the Master Servicer written notice thereof
promptly after the Trustee shall have actual knowledge
thereof;
(ii)while maintaining control over its own defense,
the Trustee shall cooperate and consult fully with the
Master Servicer in preparing such defense; and
(iii)notwithstanding anything in this Agreement to the
contrary, the Master Servicer shall not be liable for
settlement of any claim by the Trustee entered into
without the prior consent of the Master Servicer which
consent shall not be unreasonably withheld.
No termination of this Agreement shall affect the
obligations created by this Section 8.05(b) of the
Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification
provided by the Master Servicer in this Section 8.05(b)
shall not pertain to any loss, liability or expense of
the Trustee, including the costs and expenses of
defending itself against any claim, incurred in
connection with any actions taken by the Trustee at the
direction of Certificateholders pursuant to the terms
of this Agreement.
Section 8.06.Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a
corporation or a national banking association having
its principal office in a state and city acceptable to
the Company and organized and doing business under the
laws of such state or the United States of America,
authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at
least $50,000,000 and subject to supervision or
examination by federal or state authority. If such
corporation or national banking association publishes
reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this
Section the combined capital and surplus of such
corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of
condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with
the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect
specified in Section 8.07.
Section 8.07.Resignation and Removal of the Trustee.
(a)The Trustee may at any time resign and be discharged
from the trusts hereby created by giving written notice
thereof to the Company. Upon receiving such notice of
resignation, the Company shall promptly appoint a
successor trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor
trustee. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days
after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor
trustee.
(b)If at any time the Trustee shall cease to be
eligible in accordance with the provisions of Section
8.06 and shall fail to resign after written request
therefor by the Company, or if at any time the Trustee
shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee or
of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the
Company may remove the Trustee and appoint a successor
trustee by written instrument, in duplicate, one copy
of which instrument shall be delivered to the Trustee
so removed and one copy to the successor trustee. In
addition, in the event that the Company determines that
the Trustee has failed (i) to distribute or cause to be
distributed to Certificateholders any amount required
to be distributed hereunder, if such amount is held by
the Trustee or its Paying Agent (other than the Master
Servicer or the Company) for distribution or (ii) to
otherwise observe or perform in any material respect
any of its covenants, agreements or obligations
hereunder, and such failure shall continue unremedied
for a period of 5 days (in respect of clause (i) above)
or 30 days (in respect of clause (ii) above) after the
date on which written notice of such failure, requiring
that the same be remedied, shall have been given to the
Trustee by the Company, then the Company may remove the
Trustee and appoint a successor trustee by written
instrument delivered as provided in the preceding
sentence. In connection with the appointment of a
successor trustee pursuant to the preceding sentence,
the Company shall, on or before the date on which any
such appointment becomes effective, obtain from each
Rating Agency written confirmation that the appointment
of any such successor trustee will not result in the
reduction of the ratings on any class of the
Certificates below the lesser of the then current or
original ratings on such Certificates.
(c)The Holders of Certificates entitled to at least 51%
of the Voting Rights may at any time remove the Trustee
and appoint a successor trustee by written instrument
or instruments, in triplicate, signed by such Holders
or their attorneys-in-fact duly authorized, one
complete set of which instruments shall be delivered to
the Company, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d)Any resignation or removal of the Trustee and
appointment of a successor trustee pursuant to any of
the provisions of this Section shall become effective
upon acceptance of appointment by the successor trustee
as provided in Section 8.08.
Section 8.08. Successor Trustee.
(a)Any successor trustee appointed as provided in
Section 8.07 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an
instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor
trustee shall become effective and such successor
trustee shall become effective and such successor
trustee, without any further act, deed or conveyance,
shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder,
with the like effect as if originally named as trustee
herein. The predecessor trustee shall deliver to the
successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other
than any Mortgage Files at the time held by a
Custodian, which shall become the agent of any
successor trustee hereunder), and the Company, the
Master Servicer and the predecessor trustee shall
execute and deliver such instruments and do such other
things as may reasonably be required for more fully and
certainly vesting and confirming in the successor
trustee all such rights, powers, duties and
obligations.
(b) No successor trustee shall accept appointment as
provided in this Section unless at the time of such
acceptance such successor trustee shall be eligible
under the provisions of Section 8.06.
(c)Upon acceptance of appointment by a successor
trustee as provided in this Section, the Company shall
mail notice of the succession of such trustee hereunder
to all Holders of Certificates at their addresses as
shown in the Certificate Register. If the Company
fails to mail such notice within 10 days after
acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed
at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into
which the Trustee may be merged or converted or with
which it may be consolidated or any corporation or
national banking association resulting from any
merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation or
national banking association succeeding to the business
of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation or national
banking association shall be eligible under the
provisions of Section 8.06, without the execution or
filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail
notice of any such merger or consolidation to the
Certificateholders at their address as shown in the
Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate
Trustee.
(a)Notwithstanding any other provisions hereof, at any
time, for the purpose of meeting any legal requirements
of any jurisdiction in which any part of the Trust Fund
or property securing the same may at the time be
located, the Master Servicer and the Trustee acting
jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-
trustees, jointly with the Trustee, or separate trustee
or separate trustees, of all or any part of the Trust
Fund, and to vest in such Person or Persons, in such
capacity, such title to the Trust Fund, or any part
thereof, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights
and trusts as the Master Servicer and the Trustee may
consider necessary or desirable. If the Master
Servicer shall not have joined in such appointment
within 15 days after the receipt by it of a request so
to do, or in case an Event of Default shall have
occurred and be continuing, the Trustee alone shall
have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet
the terms of eligibility as a successor trustee under
Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or
separate trustee(s) shall be required under Section
8.08 hereof.
(b)In the case of any appointment of a co-trustee or
separate trustee pursuant to this Section 8.10 all
rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee, and
such separate trustee or co-trustee jointly, except to
the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed
(whether as Trustee hereunder or as successor to the
Master Servicer hereunder), the Trustee shall be
incompetent or unqualified to perform such act or acts,
in which event such rights, powers, duties and
obligations (including the holding of title to the
Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the
Trustee.
(c)Any notice, request or other writing given to the
Trustee shall be deemed to have been given to each of
the then separate trustees and co-trustees, as
effectively as if given to each of them. Every
instrument appointing any separate trustee or co-
trustee shall refer to this Agreement and the
conditions of this Article VIII. Each separate trustee
and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property
specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be
provided therein, subject to all the provisions of this
Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting
the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the
Trustee.
(d)Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact,
with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its
name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts
shall vest in and be exercised by the Trustee, to the
extent permitted by law, without the appointment of a
new or successor trustee.
Section 8.11.Appointment of Custodians.
The Trustee may, with the consent of the Master
Servicer and the Company, appoint one or more
Custodians who are not Affiliates of the Company, the
Master Servicer or any Seller to hold all or a portion
of the Mortgage Files as agent for the Trustee, by
entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the
terms of each Custodial Agreement and to enforce the
terms and provisions thereof against the Custodian for
the benefit of the Certificateholders. Each Custodian
shall be a depository institution subject to
supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000
and shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in
Section 11.01. The Trustee shall notify the
Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing
Date) pursuant to this Section 8.11.
Section 8.12.Appointment of Office or Agency.
The Trustee will maintain an office or agency in the
City of New York where Certificates may be surrendered
for registration of transfer or exchange. The Trustee
initially designates its offices located at Four Albany
Street, New York, New York 10006 for the purpose of
keeping the Certificate Register. The Trustee will
maintain an office at the address stated in Section
11.05(c) hereof where notices and demands to or upon
the Trustee in respect of this Agreement may be served.
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master
Servicer or the Company or Liquidation of All Mortgage
Loans.
(a)Subject to Section 9.03, the respective obligations
and responsibilities of the Company, the Master
Servicer and the Trustee created hereby in respect of
the Certificates (other than the obligation of the
Trustee to make certain payments after the Final
Distribution Date to Certificateholders and the
obligation of the Company to send certain notices as
hereinafter set forth) shall terminate upon the last
action required to be taken by the Trustee on the Final
Distribution Date pursuant to this Article IX following
the earlier of:
(i)the later of the final payment or other liquidation
(or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund or the
disposition of all property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan, or
(ii)the purchase by the Master Servicer or the Company
of all Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to 100% of the unpaid principal
balance of each Mortgage Loan or, if less than such
unpaid principal balance, the fair market value of the
related underlying property of such Mortgage Loan with
respect to Mortgage Loans as to which title has been
acquired if such fair market value is less than such
unpaid principal balance (net of any unreimbursed
Advances attributable to principal) on the day of
repurchase plus accrued interest thereon at the Net
Mortgage Rate to, but not including, the first day of
the month in which such repurchase price is
distributed, provided, however, that in no event shall
the trust created hereby continue beyond the expiration
of 21 years from the death of the last survivor of the
descendants of 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 either REMIC I or REMIC II as
REMICs.
The right of the Master Servicer or the Company to
purchase all the assets of the Trust Fund pursuant to
clause (ii) above is conditioned upon the Pool Stated
Principal Balance as of the Final Distribution Date
being less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans. If such right
is exercised by the Master Servicer, the Master
Servicer shall be deemed to have been reimbursed for
the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage
Loans. In addition, the Master Servicer or the
Company, as applicable, shall provide to the Trustee
the certification required by Section 3.15 and the
Trustee and any Custodian shall, promptly following
payment of the purchase price, release to the Master
Servicer or the Company, as applicable, the Mortgage
Files pertaining to the Mortgage Loans being purchased.
(b)The Master Servicer or, in the case of a final
distribution as a result of the exercise by the Company
of its right to purchase the assets of the Trust Fund,
the Company shall give the Trustee not less than 60
days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable,
anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise
by the Master Servicer or the Company of its right to
purchase the assets of the Trust Fund or otherwise).
Notice of any termination, specifying the anticipated
Final Distribution Date (which shall be a date that
would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to
the Trustee 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, subject to the priority set forth in Section
4.02(a), and (B) with respect to the Class R
Certificates, any excess of the amounts available for
distribution (including the repurchase price specified
in clause (ii) of subsection (a) of this Section) over
the total amount distributed under the immediately
preceding clause (A).
(d)In the event that any Certificateholders shall not
surrender their Certificates for final payment and
cancellation on or before the Final Distribution Date,
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.Termination of REMIC II.
REMIC II shall be terminated on the earlier of the
Final Distribution Date and the date on which it is
deemed to receive the last deemed distributions on the
Uncertificated REMIC I Regular Interests and the last
distribution due on the Class A, Class M, Class B and
Class R-II Certificates is made.
Section 9.03.Additional Termination Requirements.
(a)REMIC I and REMIC II, as the case may be, shall be
terminated in accordance with the following additional
requirements, unless the Trustee and the Master
Servicer have received an Opinion of Counsel (which
Opinion of Counsel shall not be an expense of the
Trustee) to the effect that the failure of REMIC I or
REMIC II, as the case may be, to comply with the
requirements of this Section 9.03 will not (i) result
in the imposition on the Trust of taxes on "prohibited
transactions," as described in Section 860F of the
Code, or (ii) cause either REMIC I or REMIC II to fail
to qualify as a REMIC at any time that any Certificate
is outstanding:
(i)The Master Servicer shall establish a 90-day
liquidation period for REMIC I or REMIC II, as the case
may be, and specify the first day of such period in a
statement attached to the Trust Fund's final Tax Return
pursuant to Treasury regulations Section 1.860F-1. The
Master Servicer also shall satisfy all of the
requirements of a qualified liquidation for REMIC I or
REMIC II, as the case may be, under Section 860F of the
Code and regulations thereunder;
(ii)The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at
or prior to the time of making of the final payment on
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 REMIC I and REMIC II at the expense of
the Trust Fund in accordance with the terms and
conditions of this Agreement.
ARTICLE X
REMIC PROVISIONS
Section 10.01.REMIC Administration.
(a)The Master Servicer shall make an election to treat
each of REMIC I and REMIC II as a REMIC under the Code
and, if necessary, under applicable state law. Each
such election will be made on Form 1066 or other
appropriate federal tax or information return
(including Form 8811) or any appropriate state return
for the taxable year ending on the last day of the
calendar year in which the Certificates are issued.
For the purposes of the REMIC I election in respect of
the Trust Fund, Uncertificated REMIC I Regular
Interests shall be designated as the "regular
interests" and the Class R-I Certificates shall be
designated as the sole class of "residual interest" in
REMIC I. For the purposes of the REMIC II election in
respect of the Trust Fund, the Class A, Class M and
Class B Certificates shall be designated as the
"regular interests" and the Class R-II Certificates
shall be designated as the sole class of "residual
interests" in REMIC II. The Master Servicer and the
Trustee shall not permit the creation of any
"interests" (within the meaning of Section 860G of the
Code) in REMIC I or REMIC II other than the
Uncertificated REMIC I Regular Interests and the Class
R-I Certificates and the REMIC II Certificates, the
Class R-II Certificates, respectively.
(b)The Closing Date is hereby designated as the
"startup day" of the Trust Fund within the meaning of
Section 860G(a)(9) of the Code.
(c)Residential Funding Corporation shall hold a Class R
Certificate representing a 0.01% Percentage Interest of
all Class R-I and R-II Certificates and shall be
designated as the tax matters person with respect to
REMIC I and REMIC II in the manner provided under
Treasury regulations section 1.860F-4(d) and temporary
Treasury regulations section 301.6231(a)(7)-1T.
Residential Funding Corporation, as tax matters person,
shall (i) act on behalf of REMIC I and REMIC II in
relation to any tax matter or controversy involving the
Trust Fund and (ii) represent the Trust Fund in any
administrative or judicial proceeding relating to an
examination or audit by any governmental taxing
authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants'
fees, and costs of any such proceeding and any
liability resulting therefrom shall be expenses of the
Trust Fund and 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 either REMIC I or REMIC II
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-I or R-II Certificate such
information as is necessary for the application of any
tax relating to the transfer of a Class R-I and R-II
Certificate to any Person who is not a Permitted
Transferee, (ii) to the Trustee and the Trustee shall
forward to the Certificateholders such information or
reports as are required by the Code or the REMIC
Provisions including reports relating to interest,
original issue discount and market discount or premium
(using the Prepayment Assumption) and (iii) to the
Internal Revenue Service the name, title, address and
telephone number of the person who will serve as the
representative of each of REMIC I and REMIC II.
(f)The Master Servicer shall take such actions and
shall cause each of REMIC I and REMIC II created
hereunder to take such actions as are reasonably within
the Master Servicer's control and the scope of its
duties more specifically set forth herein as shall be
necessary to maintain the status thereof as REMICs
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 each of REMIC I and REMIC II to take any
action or fail to take (or fail to cause to be taken)
any action reasonably within 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 each
of REMIC I and REMIC II as a REMIC or (ii) result in
the imposition of a tax upon each of REMIC I and REMIC
II (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code) (either such event, 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 each of REMIC I and REMIC II 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 REMIC I and REMIC
II or its assets, or causing REMIC I and REMIC II to
take any action, which is not expressly permitted under
the terms of this Agreement, the Trustee will consult
with the Master Servicer or its designee, in writing,
with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to REMIC I
and REMIC II, and the Trustee shall not take any such
action or cause REMIC I and REMIC II 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 REMIC I and REMIC II
as "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as
defined in Section 860G(a)(5) of the Code.
(g)In the event that any tax is imposed on "prohibited
transactions" of REMIC I or REMIC II created hereunder
as defined in Section 860F(a)(2) of the Code, on "net
income from foreclosure property" of REMIC I or REMIC
II as defined in Section 860G(c) of the Code, on any
contributions to REMIC I or REMIC II after the Startup
Day therefor pursuant to Section 860G(d) of the Code,
or any other tax is imposed by the Code or any
applicable provisions of state or local tax laws, such
tax shall be charged (i) to the Master Servicer, if
such tax arises out of or results from a breach by the
Master Servicer of any of its obligations under this
Agreement or the Master Servicer has in its sole
discretion determined to indemnify the Trust Fund
against such tax, (ii) to the Trustee, if such tax
arises out of or results from a breach by the Trustee
of any of its obligations under this Agreement, or
otherwise (iii) against amounts on deposit in the
Custodial Account as provided by Section 3.10 and on
the Distribution Date(s) following such reimbursement
the aggregate of such taxes shall be allocated in
reduction of the Accrued Certificate Interest on each
Class entitled thereto in the same manner as if such
taxes constituted a Prepayment Interest Shortfall.
(h)The Trustee and the Master Servicer shall, for
federal income tax purposes, maintain books and records
with respect to REMIC I and REMIC II on a calendar year
and on an accrual basis or as otherwise may be required
by the REMIC Provisions.
(i)Following the Startup Day, neither the Master
Servicer nor the Trustee shall accept any contributions
of assets to REMIC I and REMIC II unless the Master
Servicer and the Trustee shall have received an Opinion
of Counsel (at the expense of the party seeking to make
such contribution) to the effect that the inclusion of
such assets in REMIC I and REMIC II will not cause
REMIC I and REMIC II to fail to qualify as REMICs at
any time that any Certificates are outstanding or
subject REMIC I and REMIC II to any tax under the REMIC
Provisions or other applicable provisions of federal,
state and local law or ordinances.
(j)Neither the Master Servicer nor the Trustee shall
enter into any arrangement by which REMIC I and REMIC
II will receive a fee or other compensation for
services nor permit either such REMIC to receive any
income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the
Code.
(k)Solely for the purposes of Section 1.860G-
1(a)(4)(iii) of the Treasury regulations, the "latest
possible maturity date" by which the Certificate
Principal Balance of each Class of Certificates
representing a regular interest in REMIC II and the
Uncertificated Principal Balance of each Uncertificated
REMIC I Regular Interest would be reduced to zero is
May 25, 2010, which is the Distribution Date
immediately following the latest scheduled maturity of
any Mortgage Loan. The Maturity Date for
Uncertificated REMIC II 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 REMIC I and
REMIC II.
(m)Neither the Trustee nor the Master Servicer shall
sell, dispose of or substitute for any of the Mortgage
Loans (except in connection with (i) the default,
imminent default or foreclosure of a Mortgage Loan,
including but not limited to, the acquisition or sale
of a Mortgaged Property acquired by deed in lieu of
foreclosure, (ii) the bankruptcy of REMIC I and REMIC
II, (iii) the termination of REMIC I and REMIC II
pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or
III of this Agreement) nor acquire any assets for REMIC
I and REMIC II, nor sell or dispose of any investments
in the Custodial Account or the Certificate Account for
gain, nor accept any contributions to REMIC I and REMIC
II after the Closing Date unless it has received an
Opinion of Counsel that such sale, disposition,
substitution or acquisition will not (a) affect
adversely the status of REMIC I and REMIC II as REMICs
or (b) unless the Master Servicer has determined in its
sole discretion to indemnify the Trust Fund against
such tax, cause REMIC I and REMIC II to be subject to a
tax on "prohibited transactions" or "contributions"
pursuant to the REMIC Provisions.
Section 10.02.Master Servicer and Trustee
Indemnification.
(a)The Trustee agrees to indemnify the Trust Fund, the
Company and the Master Servicer for any taxes and costs
including, without limitation, any reasonable attorneys
fees imposed on or incurred by the Trust Fund, the
Company or the Master Servicer, as a result of a breach
of the Trustee's covenants set forth in Article VIII or
this Article X.
(b)The Master Servicer agrees to indemnify the Trust
Fund, the Company and the Trustee for any taxes and
costs (including, without limitation, any reasonable
attorneys' fees) imposed on or incurred by the Trust
Fund, the Company or the Trustee, as a result of a
breach of the Master Servicer's covenants set forth in
this Article X or in Article III with respect to
compliance with the REMIC Provisions, including without
limitation, any penalties arising from the Trustee's
execution of Tax Returns prepared by the Master
Servicer that contain errors or omissions.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01.Amendment.
(a)This Agreement or any Custodial Agreement may be
amended from time to time by the Company, the Master
Servicer and the Trustee, without the consent of any of
the Certificateholders:
(i)to cure any ambiguity,
(ii)to correct or supplement any provisions herein or
therein, which may be inconsistent with any other
provisions herein or therein or to correct any error,
(iii)to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to
maintain the qualification of the Trust Fund as a REMIC
at all times that any Certificate is outstanding or to
avoid or minimize the risk of the imposition of any tax
on the Trust Fund pursuant to the Code that would be a
claim against the Trust Fund, provided that the Trustee
has received an Opinion of Counsel to the effect that
(A) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of
the imposition of any such tax and (B) such action will
not adversely affect in any material respect the
interests of any Certificateholder,
(iv)to change the timing and/or nature of deposits into
the Custodial Account or the Certificate Account or to
change the name in which the Custodial Account is
maintained, provided that (A) the Certificate Account
Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not,
as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interests of any
Certificateholder and (C) such change shall not result
in a reduction of the rating assigned to any Class of
Certificates below the lower of the then-current rating
or the rating assigned to such Certificates as of the
Closing Date, as evidenced by a letter from each Rating
Agency to such effect,
(v)to modify, eliminate or add to the provisions of
Section 5.02(f) or any other provision hereof
restricting transfer of the Class R-I Certificates and
Class R-II Certificates by virtue of their being the
"residual interests" in REMIC I and REMIC II,
respectively, provided that (A) such change shall not
result in reduction of the rating assigned to any such
Class of Certificates below the lower of the then-
current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a
letter from each Rating Agency to such effect, and (B)
such change shall not, as evidenced by an Opinion of
Counsel (at the expense of the party seeking so to
modify, eliminate or add such provisions), cause either
the Trust Fund or any of the Certificateholders (other
than the transferor) to be subject to a federal tax
caused by a transfer to a Person that is not a
Permitted Transferee, or
(vi)to make any other provisions with respect to
matters or questions arising under this Agreement or
such Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement,
provided that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material
respect the interests of any Certificateholder.
(b)This Agreement or any Custodial Agreement may also
be amended from time to time by the Company, the Master
Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not
less than 66% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of
adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or
such Custodial Agreement or of modifying in any manner
the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:
(i)reduce in any manner the amount of, or delay the
timing of, payments which are required to be
distributed on any Certificate without the consent of
the Holder of such Certificate,
(ii)adversely affect in any material respect the
interest of the Holders of Certificates of any Class in
a manner other than as described in clause (i) hereof
without the consent of Holders of Certificates of such
Class evidencing, as to such Class, Percentage
Interests aggregating not less than 66%, or
(iii)reduce the aforesaid percentage of Certificates of
any Class the Holders of which are required to consent
to any such amendment, in any such case without the
consent of the Holders of all Certificates of such
Class then outstanding.
(c)Notwithstanding any contrary provision of this
Agreement, the Trustee shall not consent to any
amendment to this Agreement unless it shall have first
received an Opinion of Counsel (at the expense of the
party seeking such amendment) to the effect that such
amendment or the exercise of any power granted to the
Master Servicer, the Company or the Trustee in
accordance with such amendment will not result in the
imposition of a federal tax on the Trust Fund or cause
either REMIC I or REMIC II to fail to qualify as a
REMIC at any time that any Certificate is outstanding.
(d)Promptly after the execution of any such amendment
the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve
the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such
consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee
may prescribe.
(e)The Company shall have the option, in its sole
discretion, to obtain and deliver to the Trustee any
corporate guaranty, payment obligation, irrevocable
letter of credit, surety bond, insurance policy or
similar instrument or a reserve fund, or any
combination of the foregoing, for the purpose of
protecting the Holders of the Class B Certificates
against any or all Realized Losses or other shortfalls.
Any such instrument or fund shall be held by the
Trustee for the benefit of the Class B
Certificateholders, but shall not be and shall not be
deemed to be under any circumstances included in the
Trust Fund. To the extent that any such instrument or
fund constitutes a reserve fund for federal income tax
purposes, (i) any reserve fund so established shall be
an outside reserve fund and not an asset of the Trust
Fund, (ii) any such reserve fund shall be owned by the
Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as
amounts distributed by the Trust Fund to the Company or
any successor, all within the meaning of proposed
Treasury Regulations Section 1.860G-1(h) as it reads as
of the Cut-off Date. In connection with the provision
of any such instrument or fund, this Agreement and any
provision hereof may be modified, added to, deleted or
otherwise amended in any manner that is related or
incidental to such instrument or fund or the
establishment or administration thereof, such amendment
to be made by written instrument executed or consented
to by the Company but without the consent of any
Certificateholder and without the consent of the Master
Servicer or the Trustee being required unless any such
amendment would impose any additional obligation on, or
otherwise adversely affect the interests of the Class A
Certificateholders, the Class R Certificateholders, the
Class M Certificateholders, the Master Servicer or the
Trustee, as applicable; provided that the Company
obtains an Opinion of Counsel (which need not be an
opinion of Independent counsel) to the effect that any
such amendment will not cause (a) any federal tax to be
imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section
860G(d)(1) of the Code and (b) either REMIC I or REMIC
II to fail to qualify as a REMIC at any time that any
Certificate is outstanding. In the event that the
Company elects to provide such coverage in the form of
a limited guaranty provided by General Motors
Acceptance Corporation, the Company may elect that the
text of such amendment to this Agreement shall be
substantially in the form attached hereto as Exhibit 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)Neither the Company, as the owner of the Spread on
the Mortgage Loans, nor any 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, Four Albany Street, New York, New York
10006, Attention: Residential Funding Corporation
Series 1995-S7 or such other address as may hereafter
be furnished to the Company and the Master Servicer in
writing by the Trustee, (d) in the case of Fitch, One
State Street Plaza, New York, New York 10004, 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.Company's Right to Spread Absolute.
The Company's right to receive the Spread with respect
to each Mortgage Loan shall be absolute and
unconditional, and shall survive notwithstanding the
termination of the rights and obligations of the Master
Servicer hereunder, the resignation of the Master
Servicer or the termination of this Agreement. The
Company's right to receive the Spread shall not be
subject to offset or counterclaim, whether or not such
right has been assigned in whole or in part,
notwithstanding any breach of any representation or
warranty of the Company herein or any default by the
Company of any of its obligations or covenants
hereunder. The Company shall have the right to assign
any or all of its rights in and to the Spread, without
notice to or the consent of any party to this Agreement
or any Certificateholder; provided, however, that upon
any such assignment the Company shall notify the
Trustee of such assignment.
IN WITNESS WHEREOF, the Company, the Master Servicer
and the Trustee have caused their names to be signed
hereto by their respective officers thereunto duly
authorized and their respective seals, duly attested,
to be hereunto affixed, all as of the day and year
first above written.
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
[Seal]
By:
Name: Jill M. Davis
Title: Vice President
Attest:
Name: Diane S. Wold
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name: Diane S. Wold
Title: Director
Attest:
Name: Jill M. Davis
Title: Director
BANKERS TRUST COMPANY, as Trustee
[Seal]
By:
Name:
Title: Vice President
Attest:
Name:
Title:
STATE OF MINNESOTA )
)ss.:
COUNTY OF HENNEPIN )
On the 30th day of May, 1995 before me, a notary public
in and for said State, personally appeared Jill M.
Davis, known to me to be a Vice President of
Residential Funding Mortgage Securities I, Inc., one of
the corporations that executed the within instrument,
and also known to me to be the person who executed it
on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this
certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN
)
On the 30th day of May, 1995 before me, a notary
public in and for said State, personally appeared Diane
S. Wold, known to me to be a Director of Residential
Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to
be the person who executed it on behalf of said
corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this
certificate first above written.
Notary Public
[Notarial Seal]
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 30th day of May, 1995 before me, a notary public
in and for said State, personally appeared
_________________________, known to me to be a Vice
President of Bankers Trust Company, a national banking
association that executed the within instrument, and
also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this
certificate first above written.
Notary Public
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986.
[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, 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 OR ON BEHALF
OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW AND
WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR
THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT (AS DEFINED BELOW),
PROVIDED, THAT NO SUCH OPINION SHALL BE REQUIRED UNDER
THE CIRCUMSTANCES SET FORTH IN SECTION 5.02 OF THE
AGREEMENT.]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE
PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX
ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS MAY
30, 1995. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT
250% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING
A CONSTANT PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-
THROUGH RATE,] THIS CERTIFICATE HAS BEEN ISSUED WITH NO
MORE THAN $_____ OF OID PER [$1,000] [$100,000] OF
[INITIAL CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL
AMOUNT], THE YIELD TO MATURITY IS ___% AND THE AMOUNT
OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $_______ PER [$1,000] [$100,000] OF [INITIAL
CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT],
COMPUTED USING THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY
OF THE PASS-THROUGH RATE.]
Certificate No. ____ [___%] Pass-Through Rate
Class A-__ Senior [___% [Initial] Pass-Through Rate
based on a Notional Amount]
Date of Pooling and Servicing
Agreement and Cut-off Date: [Percentage Interest:
May 1, 1995 ___%]
Aggregate [Initial
First Distribution Date: Certificate Principal
June 26, 1995 Balance]
[Notional Amount] of
the Class A-__
Certificates:
$_____________]
Master Servicer: [Initial] [Certificate
Residential Funding Principal Balance]
Corporation [Notional Amount]
of this Certificate:
$_____________]
Assumed Final Distribution Date:
CUSIP 760944-_____
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1995-S7
evidencing a percentage interest in the distributions
allocable to the Class A-__ Certificates with respect
to a Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate
first mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of
or interest in Residential Funding Mortgage Securities
I, Inc., the Master Servicer, the Trustee referred to
below or GMAC Mortgage Corporation or any of their
affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by
any governmental agency or instrumentality or by
Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Corporation
or any of their affiliates will have any obligation
with respect to any certificate or other obligation
secured by or payable from payments on the
Certificates.
This certifies that _____________________________ is
the registered owner of the Percentage Interest
evidenced by this Certificate [(obtained by dividing
the Initial Certificate Principal Balance of this
Certificate by the aggregate Initial Certificate
Principal Balance of all Class A-___ Certificates, both
as specified above)] in certain distributions with
respect to the Trust Fund consisting primarily of an
interest in a pool of conventional one- to four-family
fixed interest rate first mortgage loans (the "Mortgage
Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund
was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement")
among the Company, the Master Servicer and Bankers
Trust Company, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such
25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"),
commencing as described in the Agreement, to the Person
in whose name this Certificate is registered at the
close of business on the last day (or if such last day
is not a Business Day, the Business Day immediately
preceding such last day) of the month immediately
preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an
amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount [(of
interest and principal, if any)] required to be
distributed to Holders of Class A-__ Certificates on
such Distribution Date. [The Notional Amount of the
Class A-9 Certificates as of any date of determination
is equal to the sum of 9/80th of the aggregate
Certificate Principal Balance of the Class A-6
Certificates plus 1/32nd of the aggregate Certificate
Principal Balance of the Class A-7 and Class A-8
Certificates.] [The Class [A-9] Certificates have no
Certificate Principal Balance.]
Distributions on this Certificate will be made either
by the Master Servicer acting on behalf of the Trustee
or by a Paying Agent appointed by the Trustee in
immediately available funds (by wire transfer or
otherwise) for the account of the Person entitled
thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check
mailed to the address of the Person entitled thereto,
as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the
pendency of such distribution and only upon
presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that
purpose in the City and State of New York. [The
Initial Certificate Principal Balance of this
Certificate is set forth above. The Certificate
Principal Balance hereof will be reduced to the extent
of distributions allocable to principal and any
Realized Losses allocable hereto.]
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as
Mortgage Pass-Through Certificates of the Series
specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the
Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master
Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the
Master Servicer, to the extent provided in the
Agreement, from related recoveries on such Mortgage
Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be
made by the Master Servicer from time to time for
purposes other than distributions to
Certificateholders, such purposes including without
limitation reimbursement to the Company and the Master
Servicer of advances made, or certain expenses
incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the
modification of the rights and obligations of the
Company, the Master Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at
any time by the Company, the Master Servicer and the
Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates
affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on
such Holder and upon all future holders of this
Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the
consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the
consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the
Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in
form satisfactory to the Trustee and the Certificate
Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated
transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for
new Certificates of authorized denominations evidencing
the same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee
may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection
therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the
Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all
purposes, and neither the Company, the Master Servicer,
the Trustee nor any such agent shall be affected by
notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby
shall terminate upon the payment to Certificateholders
of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement
following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (ii) the purchase by the Master
Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits,
but does not require, the Master Servicer or the
Company to (i) purchase at a price determined as
provided in the Agreement all remaining Mortgage Loans
and all property acquired in respect of any Mortgage
Loan or (ii) purchase in whole, but not in part, all of
the Certificates from the Holders thereof; provided,
that any such option may only be exercised if the Pool
Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any
such purchase are distributed is less than ten percent
of the Cut-off Date Principal Balance of the Mortgage
Loans.
Reference is hereby made to the further provisions of
this Certificate set forth on the reverse hereof, which
further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has
been executed by the Certificate Registrar, by manual
signature, this Certificate shall not be entitled to
any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: BANKERS TRUST COMPANY, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to
in the within-mentioned Agreement.
BANKERS TRUST COMPANY, as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the
Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to
issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the account of
account number , or,
if mailed by check, to
Applicable statements
should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO
THE CLASS A CERTIFICATES AND CLASS R-I CERTIFICATES
[AND] CLASS R-II 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.
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, 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 OR ON BEHALF
OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW AND
WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR
THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE
PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX
ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS MAY
30, 1995. BASED ON PROPOSED OID REGULATIONS PUBLISHED
IN THE FEDERAL REGISTER ON DECEMBER 22, 1992 AND
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 250% OF THE
STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN
ISSUED WITH NO MORE THAN $ OF OID PER
$1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE
YIELD TO MATURITY IS % AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE
THAN $ PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
Certificate No. ___
8.00% Pass-
Through Rate
Class M- Subordinate
Aggregate
Certificate Principal Balance
of the Class M
Certificates:
Date of Pooling and Servicing
$_______________
Agreement and Cut-off Date:
May 1, 1995
Initial
Certificate Principal Balance
of this
Certificate:
First Distribution Date:
$_______________
June 26, 1995
CUSIP: 760944-
_____
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S7
evidencing a percentage interest in any distributions
allocable to the Class M-__ Certificates with respect
to the Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate
first mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of
or interest in Residential Funding Mortgage Securities
I, Inc., the Master Servicer, the Trustee referred to
below or GMAC Mortgage Corporation or any of their
affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by
any governmental agency or instrumentality or by
Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. [None of the
Company, the Master Servicer, GMAC Mortgage Corporation
or any of their affiliates will have any obligation
with respect to any certificate or other obligation
secured by or payable from payments on the
Certificates.]
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced
by this Certificate (obtained by dividing the
Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all
Class M-__ Certificates, both as specified above) in
certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans
(the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called
the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund
was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement")
among the Company, the Master Servicer and Bankers
Trust Company, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such
25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"),
commencing as described in the Agreement, to the Person
in whose name this Certificate is registered at the
close of business on the last day (or if such last day
is not a Business Day, the Business Day immediately
preceding such last day) of the month immediately
preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an
amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of
interest and principal, if any) required to be
distributed to Holders of Class M-__ Certificates on
such Distribution Date.
Distributions on this Certificate will be made either
by the Master Servicer acting on behalf of the Trustee
or by a Paying Agent appointed by the Trustee in
immediately available funds (by wire transfer or
otherwise) for the account of the Person entitled
thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check
mailed to the address of the Person entitled thereto,
as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the
pendency of such distribution and only upon
presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that
purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is
set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of the
distributions allocable to principal and any Realized
Losses allocable hereto.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as
Mortgage Pass-Through Certificates of the Series
specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the
Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master
Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the
Master Servicer, to the extent provided in the
Agreement, from related recoveries on such Mortgage
Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be
made by the Master Servicer from time to time for
purposes other than distributions to
Certificateholders, such purposes including without
limitation reimbursement to the Company and the Master
Servicer of advances made, or certain expenses
incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the
modification of the rights and obligations of the
Company, the Master Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at
any time by the Company, the Master Servicer and the
Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates
affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on
such Holder and upon all future holders of this
Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the
consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the
consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the
Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in
form satisfactory to the Trustee and the Certificate
Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated
transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for
new Certificates of authorized denominations evidencing
the same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee
may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection
therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the
Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all
purposes, and neither the Company, the Master Servicer,
the Trustee nor any such agent shall be affected by
notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby
shall terminate upon the payment to Certificateholders
of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement
following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (ii) the purchase by the Master
Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits,
but does not require, the Master Servicer or the
Company to (i) purchase at a price determined as
provided in the Agreement all remaining Mortgage Loans
and all property acquired in respect of any Mortgage
Loan or (ii) purchase in whole, but not in part, all of
the Certificates from the Holders thereof; provided,
that any such option may only be exercised if the Pool
Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any
such purchase are distributed is less than ten percent
of the Cut-off Date Principal Balance of the Mortgage
Loans.
Unless the certificate of authentication hereon has
been executed by the Certificate Registrar, by manual
signature, this Certificate shall not be entitled to
any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: BANKERS TRUST COMPANY, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to
in the within-mentioned Agreement.
BANKERS TRUST COMPANY, as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage 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.
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO
THE CLASS A CERTIFICATES, CLASS R-I CERTIFICATES, CLASS
R-II CERTIFICATES AND CLASS M CERTIFICATES AS DESCRIBED
IN THE AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED
IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN
EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, 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 OR ON BEHALF
OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW 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
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 MAY 30, 1995. BASED ON
PROPOSED OID REGULATIONS PUBLISHED IN THE FEDERAL
REGISTER ON DECEMBER 22, 1992 AND ASSUMING THAT THE
MORTGAGE LOANS PREPAY AT 250% OF THE STANDARD
PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS
SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO
MORE THAN $___ OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ____% AND
THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $____ PER $1,000 OF INITIAL
CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE
STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.
Certificate No. __ 8.00 % Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
Date of Pooling the Cut-off Date:
and Servicing $
Agreement and
Cut-off Date:
May 1, 1995 Date: Initial Certificate
Principal Balance
First Distribution Date: of this Certificate:
June 26, 1995 $_______________
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S7
evidencing a percentage interest in any distributions
allocable to the Class B-__ Certificates with respect
to the Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate
first mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of
or interest in Residential Funding Mortgage Securities
I, Inc., the Master Servicer, the Trustee referred to
below or GMAC Mortgage Corporation or any of their
affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by
any governmental agency or instrumentality or by
Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. [None of the
Company, the Master Servicer, GMAC Mortgage Corporation
or any of their affiliates will have any obligation
with respect to any certificate or other obligation
secured by or payable from payments on the
Certificates.]
This certifies that Residential Funding Mortgage
Securities I, Inc. is the registered owner of the
Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance
of this Certificate by the aggregate Certificate
Principal Balance of all Class B-__ Certificates, both
as specified above) in certain distributions with
respect to a Trust Fund consisting primarily of a pool
of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and
sold by Residential Funding Mortgage Securities I, Inc.
(hereinafter called the "Company," which term includes
any successor entity under the Agreement referred to
below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified
above (the "Agreement") among the Company, the Master
Servicer and Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by
virtue of the acceptance hereof assents and by which
such Holder is bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such
25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"),
commencing on the first Distribution Date specified
above, to the Person in whose name this Certificate is
registered at the close of business on the last day (or
if such last day is not a Business Day, the Business
Day immediately preceding such last day) of the month
next preceding the month of such distribution (the
"Record Date"), from the Available Distribution Amount
in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount
(of interest and principal, if any) required to be
distributed to Holders of Class B Certificates on such
Distribution Date.
Distributions on this Certificate will be made either
by the Master Servicer acting on behalf of the Trustee
or by a Paying Agent appointed by the Trustee in
immediately available funds (by wire transfer or
otherwise) for the account of the Person entitled
thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check
mailed to the address of the Person entitled thereto,
as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the
pendency of such distribution and only upon
presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that
purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is
set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of the
distributions allocable to principal and any Realized
Losses allocable hereto.
No transfer of this Class B Certificate will be made
unless such transfer is exempt from the registration
requirements of the Securities Act of 1933, as amended,
and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that
such a transfer is to be made, (i) the Trustee or the
Company may require an opinion of counsel acceptable to
and in form and substance satisfactory to the Trustee
and the Company that such transfer is exempt
(describing the applicable exemption and the basis
therefor) from or is being made pursuant to the
registration requirements of the Securities Act of
1933, as amended, and of any applicable statute of any
state and (ii) the transferee shall execute an
investment letter in the form described by the
Agreement. The Holder hereof desiring to effect such
transfer shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the
Certificate Registrar acting on behalf of the Trustee
against any liability that may result if the transfer
is not so exempt or is not made in accordance with such
Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a
representation letter, in the form as described by the
Agreement, stating that the transferee is not an
employee benefit or other plan subject to the
prohibited transaction provisions of the Employee
Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code
(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 (a "Plan Investor"), or (ii) if such
transferee is a Plan Investor, 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 Section 4975 of the Code and stating, among
other things, that the transferee's acquisition of a
Class B Certificate will not constitute or result in a
non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as
Mortgage Pass-Through Certificates of the Series
specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the
Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master
Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the
Master Servicer, to the extent provided in the
Agreement, from related recoveries on such Mortgage
Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be
made by the Master Servicer from time to time for
purposes other than distributions to
Certificateholders, such purposes including without
limitation reimbursement to the Company and the Master
Servicer of advances made, or certain expenses
incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the
modification of the rights and obligations of the
Company, the Master Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at
any time by the Company, the Master Servicer and the
Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates
affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on
such Holder and upon all future holders of this
Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the
consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the
consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the
Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in
form satisfactory to the Trustee and the Certificate
Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated
transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for
new Certificates of authorized denominations evidencing
the same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee
may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection
therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the
Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all
purposes, and neither the Company, the Master Servicer,
the Trustee nor any such agent shall be affected by
notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby
shall terminate upon the payment to Certificateholders
of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement
following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (ii) the purchase by the Master
Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits,
but does not require, the Master Servicer or the
Company to (i) purchase at a price determined as
provided in the Agreement all remaining Mortgage Loans
and all property acquired in respect of any Mortgage
Loan or (ii) purchase in whole, but not in part, all of
the Certificates from the Holders thereof; provided,
that any such option may only be exercised if the Pool
Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any
such purchase are distributed is less than ten percent
of the Cut-off Date Principal Balance of the Mortgage
Loans.
Unless the certificate of authentication hereon has
been executed by the Certificate Registrar, by manual
signature, this Certificate shall not be entitled to
any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: BANKERS TRUST COMPANY, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to
in the within-mentioned Agreement.
BANKERS TRUST COMPANY, as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage 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.
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, 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 OR ON BEHALF
OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW AND
WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR
THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT (AS DEFINED BELOW).
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE
PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE
UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION
THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY
OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A
COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH
IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED
BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION
DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B)
OR (C) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO
IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH
TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS
RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY
PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH
HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH.
Certificate No. ___
8.00% Pass-
Through Rate
Class [R-I] [R-II] Senior
Aggregate
Initial Certificate Principal
Balance of the
Class [R-I [R-II]
Certificates:
Date of Pooling and Servicing
$100.00
Agreement and Cut-off Date:
May 1, 1995
Initial
Certificate Principal Balance
of this
Certificate:
First Distribution Date:
$_______________
June 26, 1995
Percentage
Interest:
Master Servicer:
_______%
Residential Funding Corporation
CUSIP 760944-
_____
Assumed Final Distribution Date:
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S7
evidencing a percentage interest in any distributions
allocable to the Class [R-I] [R-II] Certificates with
respect to REMIC I. REMIC I is a part of a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans
formed and sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of
or interest in Residential Funding Mortgage Securities
I, Inc., the Master Servicer, the Trustee referred to
below or GMAC Mortgage Corporation or any of their
affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by
any governmental agency or instrumentality or by
Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Corporation
or any of their affiliates will have any obligation
with respect to any certificate or other obligation
secured by or payable from payments on the
Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced
by this Certificate (obtained by dividing the Initial
Certificate Principal Balance of this Certificate by
the aggregate Initial Certificate Principal Balance of
all Class [R-I] [R-II] Certificates, both as specified
above) in certain distributions with respect to a REMIC
I. REMIC I is a part of a Trust Fund consisting
primarily of a pool of conventional one- to four-family
fixed interest rate first mortgage loans (the "Mortgage
Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund
and REMIC I were created pursuant to a Pooling and
Servicing Agreement dated as specified above (the
"Agreement") among the Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such
25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"),
commencing as described in the Agreement, to the Person
in whose name this Certificate is registered at the
close of business on the last day (or if such last day
is not a Business Day, the Business Day immediately
preceding such last day) of the month immediately
preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an
amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of
interest and principal, if any) required to be
distributed to Holders of Class [R-I] [R-II]
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have
agreed to be bound by the restrictions set forth in the
Agreement to the effect that (i) each person holding or
acquiring any Ownership Interest in this Certificate
must be a United States Person and a Permitted
Transferee, (ii) the transfer of any Ownership Interest
in this Certificate will be conditioned upon the
delivery to the Trustee of, among other things, an
affidavit to the effect that it is a United States
Person and Permitted Transferee, (iii) any attempted or
purported transfer of any Ownership Interest in this
Certificate in violation of such restrictions will be
absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than
a United States Person and a Permitted Transferee
acquires any Ownership Interest in this Certificate in
violation of such restrictions, then the Company will
have the right, in its sole discretion and without
notice to the Holder of this Certificate, to sell this
Certificate to a purchaser selected by the Company,
which purchaser may be the Company, or any affiliate of
the Company, on such terms and conditions as the
Company may choose.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the
pendency of such distribution and only upon
presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that
purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is
set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions
allocable to principal and any Realized Losses
allocable hereto. Notwithstanding the reduction of the
Certificate Principal Balance hereof to zero, this
Certificate will remain outstanding under the Agreement
and the Holder hereof may have additional obligations
with respect to this Certificate, including tax
liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and
provisions of the Agreement.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as
Mortgage Pass-Through Certificates of the Series
specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the
Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master
Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the
Master Servicer, to the extent provided in the
Agreement, from related recoveries on such Mortgage
Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be
made by the Master Servicer from time to time for
purposes other than distributions to
Certificateholders, such purposes including without
limitation reimbursement to the Company and the Master
Servicer of advances made, or certain expenses
incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the
modification of the rights and obligations of the
Company, the Master Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at
any time by the Company, the Master Servicer and the
Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates
affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on
such Holder and upon all future holders of this
Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the
consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the
consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the
Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in
form satisfactory to the Trustee and the Certificate
Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated
transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for
new Certificates of authorized denominations evidencing
the same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee
may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection
therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the
Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all
purposes, and neither the Company, the Master Servicer,
the Trustee nor any such agent shall be affected by
notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby
shall terminate upon the payment to Certificateholders
of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement
following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (ii) the purchase by the Master
Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits,
but does not require, the Master Servicer or the
Company to (i) purchase at a price determined as
provided in the Agreement all remaining Mortgage Loans
and all property acquired in respect of any Mortgage
Loan or (ii) purchase in whole, but not in part, all of
the Certificates from the Holders thereof; provided,
that any such option may only be exercised if the Pool
Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any
such purchase are distributed is less than ten percent
of the Cut-off Date Principal Balance of the Mortgage
Loans.
Reference is hereby made to the further provisions of
this Certificate set forth on the reverse hereof, which
further provisions shall for all purpose have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has
been executed by the Certificate Registrar, by manual
signature, this Certificate shall not be entitled to
any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: BANKERS TRUST COMPANY, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [R-I] [R-II] Certificates
referred to in the within-mentioned Agreement.
BANKERS TRUST COMPANY, as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage 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.
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented
from time to time, the "Agreement"), dated as of May 1,
1995, by and among BANKERS TRUST COMPANY, as Trustee
(including its successors under the Pooling Agreement
defined below, the "Trustee"), RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC. (together with any
successor in interest, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with
any successor in interest or successor under the
Pooling Agreement referred to below, the "Master
Servicer"), and NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION (together with any successor in interest or
any successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and the
Trustee have entered into a Pooling and Servicing
Agreement dated as of May 1, 1995, relating to the
issuance of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through Certificates, Series 1995-
S7 (as in effect on the date of this agreement, the
"Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling
Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for
the Trustee for the purposes of receiving and holding
certain documents and other instruments delivered by
the Company and the Master Servicer under the Pooling
Agreement, all upon the terms and conditions and
subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and
the mutual covenants and agreements hereinafter set
forth, the Trustee, the Company, the Master Servicer
and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not
defined herein shall have the meanings assigned in the
Original Pooling Agreement, unless otherwise required
by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of
Mortgage Files. The Custodian, as the duly appointed
agent of the Trustee for these purposes, acknowledges
receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the
"Mortgage Files") and declares that it holds and will
hold the Mortgage Files as agent for the Trustee, in
trust, for the use and benefit of all present and
future Certificateholders.
Section 2.2. Recordation of Assignments. If any
Mortgage File includes one or more assignments to the
Trustee of Mortgage Notes and related Mortgages that
have not been recorded, each such assignment shall be
delivered by the Custodian to the Company for the
purpose of recording it in the appropriate public
office for real property records, and the Company, at
no expense to the Custodian, shall promptly cause to be
recorded in the appropriate public office for real
property records each such assignment and, upon receipt
thereof from such public office, shall return each such
assignment to the Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian
shall deliver to the Trustee an Initial Certification
in the form annexed hereto as Exhibit One evidencing
receipt of a Mortgage File for each Mortgage Loan
listed on the Schedule attached hereto (the "Mortgage
Loan Schedule").
(b) Within 45 days of the initial issuance of the
Certificates, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the
provisions of Section 2.02 of the Pooling Agreement,
each Mortgage File, and shall deliver to the Trustee an
Interim Certification in the form annexed hereto as
Exhibit Two to the effect that all documents required
to be delivered pursuant to Section 2.01(b) of the
Pooling Agreement have been executed and received and
that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for
any exceptions listed on Schedule A attached to such
Interim Certification. Within 45 days of receipt of
the documents required to be delivered pursuant to
Section 2.01(c) of the Pooling Agreement, the Custodian
agrees, for the benefit of Certificateholders, to
review, in accordance with the provisions of Section
2.02 of the Pooling Agreement, each such document, and
shall deliver to the Trustee either (i) an Interim
Certification in the form attached hereto as Exhibit
Two to the effect that all such documents relate to the
Mortgage Loans identified on the Mortgage Loan
Schedule, except for any exceptions listed on Schedule
A attached to such Interim Certification or (ii) a
Final Certification as set forth in subsection (c)
below. The Custodian shall be under no duty or
obligation to inspect, review or examine said
documents, instruments, certificates or other papers to
determine that the same are genuine, enforceable, or
appropriate for the represented purpose or that they
have actually been recorded or that they are other than
what they purport to be on their face. If in
performing the review required by this Section 2.3 the
Custodian finds any document or documents constituting
a part of a Mortgage File to be defective in any
material respect, the Custodian shall promptly so
notify the Company, the Master Servicer and the
Trustee. Upon receipt of written notification from the
Master Servicer, signed by a Servicing Officer, that
the Master Servicer or a Subservicer, as the case may
be, has made a deposit into the Certificate Account in
payment for the purchase of the related Mortgage Loan
in an amount equal to the Purchase Price for such
Mortgage Loan, the Custodian shall release to the
Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required to be in
the Mortgage Files the Custodian shall deliver to the
Trustee a Final Certification in the form annexed
hereto as Exhibit Three evidencing the completeness of
the Mortgage Files.
Upon receipt of written request from the Trustee, the
Custodian shall as soon as practicable supply the
Trustee with a list of all of the documents relating to
the Mortgage Loans then contained in the Mortgage
Files.
Section 2.4. Notification of Breaches of
Representations and Warranties. Upon discovery by the
Custodian of a breach of any representation or warranty
made by the Master Servicer or the Company as set forth
in the Pooling Agreement or by a Seller in a Seller's
Agreement or by Residential Funding or the Company in
the Assignment Agreement with respect to a Mortgage
Loan relating to a Mortgage File, the Custodian shall
give prompt written notice to the Company, the Master
Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of
Mortgage Files. Upon the repurchase or substitution of
any Mortgage Loan pursuant to Article II of the Pooling
Agreement or payment in full of any Mortgage Loan, or
the receipt by the Master Servicer of a notification
that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer shall
immediately notify the Custodian by a certification
(which certification shall include a statement to the
effect that all amounts received or to be received in
connection with such payment which are required to be
deposited in the Custodial Account pursuant to Section
3.07 of the Pooling Agreement have been or will be so
deposited) of a Servicing Officer and shall request
delivery to it of the Mortgage File. The Custodian
agrees, upon receipt of such certification and request,
promptly to release to the Master Servicer the related
Mortgage File. The Master Servicer shall deliver to
the Custodian and the Custodian agrees to accept the
Mortgage Note and other documents constituting the
Mortgage File with respect to any Qualified Substitute
Mortgage Loan.
From time to time as is appropriate for the servicing
or foreclosures of any Mortgage Loan, including, for
this purpose, collection under any Primary Insurance
Policy or any Mortgage Pool Insurance Policy, the
Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that
possession of all, or any document constituting part,
of the Mortgage File be released to the Master Servicer
and certifying as to the reason for such release and
that such release will not invalidate any insurance
coverage provided in respect of the Mortgage Loan under
any of the Required Insurance Policies. With such
certificate, the Master Servicer shall deliver to the
Custodian a trust receipt signed by a Servicing Officer
on behalf of the Master Servicer, and upon receipt of
the foregoing, the Custodian shall deliver the Mortgage
File or such document to the Master Servicer. The
Master Servicer shall cause each Mortgage File or any
document therein so released to be returned to the
Custodian when the need therefor by the Master Servicer
no longer exists, unless (i) the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Custodial
Account or (ii) the Mortgage File or such document has
been delivered to an attorney, or to a public trustee
or other public official as required by law, for
purposes of initiating or pursuing legal action or
other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the
Master Servicer has delivered to the Custodian a
certificate of a Servicing Officer certifying as to the
name and address of the Person to which such Mortgage
File or such document was delivered and the purpose or
purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall
deliver the Trust Receipt with respect thereto to the
Master Servicer upon deposit of the related Liquidation
Proceeds in the Custodial Account as provided in the
Pooling Agreement.
Section 2.6. Assumption Agreements. In the event that
any assumption agreement or substitution of liability
agreement is entered into with respect to any Mortgage
Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling Agreement, the
Master Servicer shall notify the Custodian that such
assumption or substitution agreement has been completed
by forwarding to the Custodian the original of such
assumption or substitution agreement, which shall be
added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage
File to the same extent as all other documents and
instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the
Trustee. With respect to each Mortgage Note, Mortgage
and other documents constituting each Mortgage File
which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trustee and has
no instructions to hold any Mortgage Note or Mortgage
for the benefit of any person other than the Trustee,
holds such documents for the benefit of
Certificateholders and undertakes to perform such
duties and only such duties as are specifically set
forth in this Agreement. Except upon compliance with
the provisions of Section 2.5 of this Agreement, no
Mortgage Note, Mortgage or other document constituting
a part of a Mortgage File shall be delivered by the
Custodian to the Company or the Master Servicer or
otherwise released from the possession of the
Custodian.
Section 3.2. Indemnification. The Company hereby
agrees to indemnify and hold the Custodian harmless
from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or
any other expenses, fees or charges of any character or
nature, which the Custodian may incur or with which the
Custodian may be threatened by reason of its acting as
custodian under this Agreement, including
indemnification of the Custodian against any and all
expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the
cost of defending any action, suit or proceedings or
resisting any claim. Notwithstanding the foregoing, it
is specifically understood and agreed that in the event
any such claim, liability, loss, action, suit or
proceeding or other expense, fee or charge shall have
been caused by reason of any negligent act, negligent
failure to act or willful misconduct on the part of the
Custodian, or which shall constitute a willful breach
of its duties hereunder, the indemnification provisions
of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates. The
Custodian in its individual or any other capacity may
become the owner or pledgee of Certificates with the
same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees
and Expenses. The Master Servicer covenants and agrees
to pay to the Custodian from time to time, and the
Custodian shall be entitled to, reasonable compensation
for all services rendered by it in the exercise and
performance of any of the powers and duties hereunder
of the Custodian, and the Master Servicer will pay or
reimburse the Custodian upon its request for all
reasonable expenses, disbursements and advances
incurred or made by the Custodian in accordance with
any of the provisions of this Agreement (including the
reasonable compensation and the expenses and
disbursements of its counsel and of all persons not
regularly in its employ), except any such expense,
disbursement or advance as may arise from its
negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove
Custodian. The Custodian may resign from the
obligations and duties hereby imposed upon it as such
obligations and duties relate to its acting as
Custodian of the Mortgage Loans. Upon receiving such
notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt
notice thereof to the Company, the Master Servicer and
the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy
of which instrument shall be delivered to the resigning
Custodian and one copy to the successor Custodian. If
the Trustee shall not have taken custody of the
Mortgage Files and no successor Custodian shall have
been so appointed and have accepted appointment within
30 days after the giving of such notice of resignation,
the resigning Custodian may petition any court of
competent jurisdiction for the appointment of a
successor Custodian.
The Trustee may remove the Custodian at any time. In
such event, the Trustee shall appoint, or petition a
court of competent jurisdiction to appoint, a successor
Custodian hereunder. Any successor Custodian shall be
a depository institution subject to supervision or
examination by federal or state authority and shall be
able to satisfy the other requirements contained in
Section 3.7 and shall be unaffiliated with the Master
Servicer or the Company.
Any resignation or removal of the Custodian and
appointment of a successor Custodian pursuant to any of
the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the
successor Custodian. The Trustee shall give prompt
notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor
Custodian shall be appointed by the Trustee without the
prior approval of the Company and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian.
Any Person into which the Custodian may be merged or
converted or with which it may be consolidated, or any
Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party,
or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper
or any further act on the part of any of the parties
hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The
Custodian hereby represents that it is a depository
institution subject to supervision or examination by a
federal or state authority, has a combined capital and
surplus of at least $10,000,000 and is qualified to do
business in the jurisdictions in which it will hold any
Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents
and demands and other communications required under
this Agreement or pursuant to any other instrument or
document delivered hereunder shall be in writing and,
unless otherwise specifically provided, may be
delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return
receipt requested, at the addresses specified on the
signature page hereof (unless changed by the particular
party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed
delivered when received.
Section 4.2. Amendments. No modification or amendment
of or supplement to this Agreement shall be valid or
effective unless the same is in writing and signed by
all parties hereto, and neither the Company, the Master
Servicer nor the Trustee shall enter into any amendment
hereof except as permitted by the Pooling Agreement.
The Trustee shall give prompt notice to the Custodian
of any amendment or supplement to the Pooling Agreement
and furnish the Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be
deemed a contract made under the laws of the State of
New York and shall be construed and enforced in
accordance with and governed by the laws of the State
of New York.
Section 4.4. Recordation of Agreement. To the extent
permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for
real property records in all the counties or other
comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and
in any other appropriate public recording office or
elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the
Trustee (pursuant to the request of holders of
Certificates evidencing undivided interests in the
aggregate of not less than 25% of the Trust Fund), but
only upon direction accompanied by an Opinion of
Counsel reasonably satisfactory to the Master Servicer
to the effect that the failure to effect such
recordation is likely to materially and adversely
affect the interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes,
this Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts
shall be deemed to be an original, and such
counterparts shall constitute but one and the same
instrument.
Section 4.5. Severability of Provisions. If any one
or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no
way affect the validity or enforceability of the other
provisions of this Agreement or of the Certificates or
the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of
the date first above written.
Address: BANKERS TRUST COMPANY,
as Trustee
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation
Series 1995-S7
By:
Name:
Title: Vice President
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: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name: Kathleen Marshall
Title: Trust Officer
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of May, 1995, before me, a notary
public in and for said State, personally appeared
_______________________, known to me to be a Vice
President of Bankers Trust Company, a New York banking
corporation that executed the within instrument, and
also known to me to be the person who executed it on
behalf of said corporation and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this
certificate first above written.
Notary Public
[SEAL]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of May, 1995, before me, a notary
public in and for said State, personally appeared
Kathleen Marshall, known to me to be a Trust Officer of
Norwest Bank Minnesota, National Association, a
national banking association that executed the within
instrument, and also known to me to be the person who
executed it on behalf of said national banking
association, and acknowledged to me that such national
banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this
certificate first above written.
Notary Public
[SEAL]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of May, 1995, 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 NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the 30th day of May, 1995, before me, a notary
public in and for said State, personally appeared
________________, known to me to be a Director of
Residential Funding Corporation, one of the
corporations that executed the within instrument, and
also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this
certificate first above written.
Notary Public
[Notarial Seal]
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
May 30, 1995
Bankers Trust Company
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series
1995-S7
Re: Custodial Agreement dated as of May 1, 1995, by and
among Bankers Trust Company, Residential Funding
Mortgage Securities I, Inc., Residential Funding
Corporation and Norwest Bank Minnesota, National
Association, Mortgage Pass-Through Certificates, Series
1995-S7
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, and subject to Section 2.02 of the
Pooling Agreement, the undersigned, as Custodian,
hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note) to the
extent required in Section 2.01(b) of the Pooling
Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the above-
captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1995
Bankers Trust Company
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series
1995-S7
Re: Custodial Agreement dated as of May 1, 1995, by and
among Bankers Trust Company, Residential Funding
Mortgage Securities I, Inc., Residential Funding
Corporation and Norwest Bank Minnesota, National
Association, Mortgage Pass-Through Certificates,
Series 1995-S7
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian,
hereby certifies that it has received a Mortgage File
to the extent required pursuant to Section 2.01(b) of
the Pooling Agreement with respect to each Mortgage
Loan listed in the Mortgage Loan Schedule, and it has
reviewed the Mortgage File and the Mortgage Loan
Schedule and has determined that: all required
documents have been executed and received and that such
documents related to the Mortgage Loans identified on
the Mortgage Loan Schedule, with any exceptions listed
on Schedule A attached hereto.
Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the above-
captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1995
Bankers Trust Company
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series
1995-S7
Re: Custodial Agreement dated as of May 1, 1995, by and
among Bankers Trust Company, Residential Funding
Mortgage Securities I, Inc., Residential Funding
Corporation and Norwest Bank Minnesota, National
Association, Mortgage Pass-Through Certificates,
Series 1995-S7
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian,
hereby certifies that it has received a Mortgage File
with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule containing (I) with respect to
each such Mortgage Loan (other than a Cooperative
Loan):
(i) The original Mortgage Note, endorsed without
recourse to the order of the Trustee and showing an
unbroken chain of endorsements from the originator
thereof to the Person endorsing it to the Trustee or an
original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage
Note was lost, misplaced or destroyed, together with a
copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the Mortgage certified
by the public recording office in which such mortgage
has been recorded;
(iii) An original Assignment of the Mortgage to the
Trustee with evidence of recording indicated thereon or
a copy of such assignment certified by the public
recording office in which such assignment has been
recorded;
(iv) With respect to each Mortgage Loan other than a
Cooperative Loan, the original recorded assignment or
assignments of the Mortgage showing an unbroken chain
of title from the originator thereof to the Person
assigning it to the Trustee or a copy of such
assignment or assignments of the Mortgage certified by
the public recording office in which such assignment or
assignments have been recorded; and
(v) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating
to such Mortgage Loan or a copy of each modification,
assumption agreement or preferred loan agreement
certified by the public recording office in which such
document has been recorded;
and (II) with respect to each Cooperative Loan so
assigned:
(i) The original Mortgage Note, endorsed without
recourse to the order of the Trustee and showing an
unbroken chain of endorsements from the originator
thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an
original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage
Note was lost, misplaced or destroyed, together with a
copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of
the Cooperative Loan with intervening assignments
showing an unbroken chain of title from such originator
to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with
respect to such Cooperative Loan, together with an
undated stock power (or other similar instrument)
executed in blank;
(iv) The original recognition agreement by the
Cooperative of the interests of the mortgagee with
respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement,
and any continuation statements, filed by the
originator of such Cooperative Loan as secured party,
each with evidence of recording thereof, evidencing the
interest of the originator under the Security Agreement
and the Assignment of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the
security interest referenced in clause (vi) above
showing an unbroken chain of title from the originator
to the Trustee, each with evidence of recording
thereof, evidencing the interest of the originator
under the Security Agreement and the Assignment of
Proprietary Lease;
(viii) An executed assignment of the interest of the
originator in the Security Agreement, Assignment of
Proprietary Lease and the recognition agreement
referenced in clause (iv) above, showing an unbroken
chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating
to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the
Master Servicer as debtor, the Company as secured party
and the Trustee as assignee and an executed UCC-1
financing statement showing the Company as debtor and
the Trustee as secured party, each in a form sufficient
for filing, evidencing the interest of such debtors in
the Cooperative Loans.
Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the above-
captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT F
MORTGAGE LOAN SCHEDULE
RUN ON : 05/22/95 RFC DISCLOSURE SYSTEM
RFFSD177-01
AT : 09.01.12 FIXED RATE LOAN LISTING
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S7
CUTOFF : 05/01/95
POOL : 0004170
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL
LOAN FEATURE
MORTGAGOR NAME ORIG TERM PRINCIPAL BAL
# OF UNITS
ADDRESS ORIG RATE ORIGINAL P+I
LTV
ADDRESS LINE 2 CURR NET CURRENT P+I
VALUE
CITY STATE ZIP LOAN PURP NOTE DATE
MI CO CODE
SERVICER LOAN # PROP TYPE 1ST PMT DATE
MI CVG
SELLER LOAN # OCCP CODE MATURITY DATE
INVESTOR LOAN #
_________________________________________________________________
_____________
1390282 047/047 F 219,500.00
ZZ
HARPER KENNETH W 180 219,500.00
1
1427 EDGEWATER FALLS 9.000 2,226.32
80
8.750 2,226.32
274,398.00
CANYON LAKE TX 78132 4 04/03/95
00
883099 05 06/01/95
0
883099 O 05/01/10
0
1400780 898/728 F 252,000.00
ZZ
HARVEY ROBERT W 174 248,329.82
1
2902 MEADOW POND DRIVE 8.750 2,560.91
90
8.500 2,560.91
280,000.00
KATY TX 77450 1 12/09/94
10
0380089269 05 02/01/95
17
4206291 O 07/01/09
0
1402636 723/728 F 189,000.00
ZZ
FUNG BING S 180 188,019.64
1
1434 26TH AVENUE 9.250 1,945.17
70
9.000 1,945.17
270,000.00
SAN FRANCISCO CA 94122 1 02/02/95
00
0380095571 05 04/01/95
0
7876 O 03/01/10
0
1402847 158/158 F 567,000.00
ZZ
IP JAMES 180 562,420.18
1
147-09 2ND AVENUE 8.875 5,708.81
70
8.625 5,708.81
810,000.00
WHITESTONE NY 11357 1 01/20/95
00
2534626 05 03/01/95
0
1
2534626 O 02/01/10
0
1403106 809/728 F 129,000.00
ZZ
BROWN RICHARD 180 128,330.87
1
12819 CORTE DOROTEA 9.250 1,327.66
40
9.000 1,327.66
329,000.00
POWAY CA 92064 1 02/09/95
00
0380094616 05 04/01/95
0
20906 O 03/01/10
0
1403144 882/728 F 260,000.00
ZZ
WAY DAVID E 180 259,265.14
1
1200 MANATI AVENUE 8.250 2,522.36
80
8.000 2,522.36
325,000.00
CORAL GABLES FL 33146 1 03/31/95
00
0380107871 05 05/01/95
0
950007 O 04/01/10
0
1403617 051/728 F 400,000.00
ZZ
STEVENS THEODORE 180 397,971.54
1
8575 E. DAVENPORT DRIVE 9.500 4,176.90
73
9.250 4,176.90
555,000.00
SCOTTSDALE AZ 85260 1 02/02/95
00
0380095860 05 04/01/95
0
30100109 O 03/01/10
0
1403630 052/052 F 300,000.00
ZZ
NILL WILLIAM 180 299,224.92
2
106 STERLING AVENUE 9.250 3,087.58
75
9.000 3,087.58
400,000.00
HARRISON NY 10528 1 03/20/95
00
313733 05 05/01/95
0
313733 O 04/01/10
0
1404518 070/070 F 88,000.00
ZZ
TUGGLE CLIFTON E 180 86,091.22
1
1608 KIVA DRIVE 8.375 860.14
69
8.125 860.14
128,500.00
GALLUP NM 87301 2 09/23/94
00
1348506 05 11/01/94
0
1348506 O 10/01/09
0
1
1404842 A18/728 F 269,000.00
ZZ
NIX, JR. GUY N 180 268,281.07
1
131 NANDINA CIRCLE 8.875 2,708.41
90
8.625 2,708.41
300,000.00
PONTE VEDRA BEA FL 32082 2 03/08/95
11
0380098534 03 05/01/95
25
NIXJR O 04/01/10
0
1405289 372/728 F 600,000.00
T
ROSEN ROSALIE N 180 598,396.44
1
2556 NW 59TH STREET 8.875 6,041.06
70
8.625 6,041.06
861,000.00
BOCA RATON FL 33496 1 03/20/95
00
0380107996 05 05/01/95
0
8660540 O 04/01/10
0
1405291 028/728 F 450,000.00
ZZ
DUNCAN GARY A 180 448,824.16
1
27000 BLACK OAK RIDGE ROAD 9.125 4,597.72
77
8.875 4,597.72
584,942.00
FORESTHILL CA 95631 2 03/17/95
00
0380106501 05 05/01/95
0
143684 O 04/01/10
0
1405415 299/728 F 323,950.00
ZZ
SIZEMORE PAUL E 180 319,409.00
1
225 HIGHLAND RIDGE CT 8.500 3,190.07
80
8.250 3,190.07
404,959.00
BELTON MO 64012 1 11/14/94
00
0380099086 03 01/01/95
0
276996 O 12/01/09
0
1405522 299/728 F 247,300.00
ZZ
BELL JR HAROLD G 180 244,596.98
1
1808 MONUMENT AVENUE 8.750 2,471.64
57
8.500 2,471.64
437,000.00
RICHMOND VA 23220 5 12/13/94
00
0380099144 05 02/01/95
0
271028 O 01/01/10
0
1405756 171/728 F 153,900.00
ZZ
GRAHAM LODIS L 180 153,900.00
1
1804 ST. GEORGE DRIVE 9.250 1,583.93
70
9.000 1,583.93
219,900.00
1
LAS VEGAS NV 89117 1 03/31/95
00
0380108655 03 06/01/95
0
07061662 O 05/01/10
0
1406019 593/728 F 355,900.00
ZZ
STRONG WILLIAM E 180 347,832.25
1
1054 EAST 1045 NORTH 8.500 3,504.69
90
8.250 3,504.69
395,483.00
OREM UT 84057 1 08/19/94
12
0380108051 05 10/01/94
20
6996094 O 09/01/09
0
1406022 593/728 F 212,000.00
ZZ
LEISHMAN TRUMAN M 180 205,884.72
1
1653 EAST 2250 SOUTH 8.375 2,072.15
80
8.125 2,072.15
267,000.00
ST GEORGE UT 84770 2 06/16/94
00
0380108663 05 08/01/94
0
5478664 O 07/01/09
0
1406591 180/728 F 125,000.00
T
PASTORINO CHARLES L 180 125,000.00
1
8202 TRIPLE CROWN 8.875 1,258.56
46
8.625 1,258.56
275,000.00
FAIR OAKS RANCH TX 78006 1 04/07/95
00
0380111949 03 06/01/95
0
3329653 O 05/01/10
0
1406807 375/728 F 300,000.00
ZZ
DARLING ERIC J 180 298,372.39
1
21417 157TH AVENUE SOUTHEAST 8.750 2,998.35
66
8.500 2,998.35
455,000.00
MONROE WA 98272 1 02/13/95
00
0380100082 03 04/01/95
0
372669 O 03/01/10
0
1407585 764/728 F 228,000.00
ZZ
JONG ANTHONY 180 228,000.00
1
4256 SPENCER STREET 8.625 2,261.94
80
8.375 2,261.94
285,000.00
TORRANCE CA 90503 1 04/06/95
00
0380111113 01 06/01/95
0
889504 O 05/01/10
0
1
1407589 748/728 F 270,000.00
ZZ
MEYER DON W 180 265,637.81
1
7 VALHALLA 9.000 2,738.52
38
8.750 2,738.52
725,000.00
NASHVILLE TN 37215 4 11/01/94
00
0380108598 03 12/01/94
0
1812726 O 11/01/09
0
1407623 694/728 F 187,400.00
ZZ
WU SHIAAU J 180 187,400.00
1
320 ST. MARKS AVENUE 8.625 1,859.16
75
8.375 1,859.16
249,900.00
PISCATAWAY NJ 08859 1 04/27/95
00
0380114802 05 06/01/95
0
0400101793 O 05/01/10
0
1407631 593/728 F 255,000.00
ZZ
FARRINGTON BLAIR 180 249,056.96
1
7 WARM SPRINGS ROAD 8.375 2,492.44
80
8.125 2,492.44
320,000.00
BLUE DIAMOND NV 89124 1 09/30/94
00
0380109331 05 11/01/94
0
5906607 O 10/01/09
0
1407634 637/728 F 77,500.00
ZZ
PEPPARD JAMIE 180 77,500.00
1
277 FIRE ISLAND AVE 9.000 786.06
53
8.750 786.06
147,500.00
BABYLON NY 11702 1 04/07/95
00
0380109315 05 06/01/95
0
4461257 O 05/01/10
0
1407691 083/728 F 241,500.00
ZZ
HOO JACKSON 180 237,725.54
1
201 VANETTEN BLVD 9.375 2,503.62
70
9.125 2,503.62
345,000.00
NEW ROCHELL NY 10804 2 10/24/94
00
0380102294 05 12/01/94
0
1072342 O 11/01/09
0
1414763 882/882 F 136,500.00
T
HABJANIC M J 180 136,500.00
1
1
P.O. BOX 1513 9.125 1,394.64
70
8.875 1,394.64
195,000.00
BIG PINE KEY FL 33043 1 04/27/95
00
950257 05 06/01/95
0
950257 O 05/01/10
0
1414795 429/429 F 220,000.00
ZZ
GREER HOWARD A 180 218,183.01
1
136 OLIVER ROAD 8.625 2,182.58
82
8.375 2,182.58
269,000.00
NEWTON MA 02168 2 01/13/95
14
94115331 05 03/01/95
17
94115331 O 02/01/10
0
1414799 028/728 F 250,000.00
ZZ
SMITH WILLIAM 180 250,000.00
1
4814 TOPEKA DRIVE 8.875 2,517.11
65
8.625 2,517.11
390,000.00
LOS ANGELES CA 91356 5 04/06/95
00
0380111659 05 06/01/95
0
167380 O 05/01/10
0
1414821 439/439 F 314,900.00
T
CUNNISON STEPHEN D 180 314,021.78
1
2117 GRANADA AVENUE 8.400 3,082.52
70
8.150 3,082.52
450,000.00
NEWPORT BEACH CA 92661 1 03/27/95
00
1768501 05 05/01/95
0
1768501 O 04/01/10
0
1414826 635/635 F 197,800.00
T
ROZELL JAMES M 180 197,800.00
1
33624 N 64TH ST 8.750 1,976.91
70
8.500 1,976.91
282,630.00
SCOTTSDALE AZ 85262 1 04/13/95
00
613287200 03 06/01/95
0
613287200 O 05/01/10
0
1414836 324/728 F 240,000.00
ZZ
NASTI ANTHONY 180 239,298.72
1
155WHEELING AVENUE 7.875 2,276.28
64
7.625 2,276.28
376,000.00
STATEN ISLAND NY 10309 5 03/23/95
00
0380114851 05 05/01/95
0
1
5027834 O 04/01/10
0
1414837 562/728 F 60,000.00
ZZ
KOCZWARA MIROSLAW 180 59,844.98
1
37 JEWEL STREET 9.250 617.52
39
9.000 617.52
157,000.00
BROOKLYN NY 11222 1 03/21/95
00
0380107855 07 05/01/95
0
90020421 O 04/01/10
0
1414899 158/158 F 392,000.00
ZZ
KUESER KEVIN A 180 389,943.61
1
137 DOCKSIDE TERRACE 9.125 4,005.13
80
8.875 4,005.13
490,000.00
FORT LAUDERDALE FL 33327 1 02/02/95
00
2540227 03 04/01/95
0
2540227 O 03/01/10
0
1414918 560/560 F 213,000.00
ZZ
LITTAUER THOMAS W 180 209,443.47
1
1740 FOREST POND LANE 8.625 2,113.13
78
8.375 2,113.13
275,000.00
ROSWELL GA 30075 2 09/30/94
00
450004809 05 12/01/94
0
450004809 O 11/01/09
0
1414919 560/560 F 272,400.00
ZZ
HOEN III HUDSON P 180 268,623.32
1
30223 STONEYBROOKE DRIVE 8.625 2,702.43
80
8.375 2,702.43
340,500.00
SALISBURY MD 21801 4 11/09/94
00
450026786 05 01/01/95
0
450026786 O 12/01/09
0
1414920 560/560 F 526,400.00
ZZ
SIDDIQI TARIQ S 180 518,677.22
1
70 BORTONS ROAD 8.375 5,145.17
80
8.125 5,145.17
658,000.00
EVESHAM NJ 08053 1 11/15/94
00
450029798 05 01/01/95
0
450029798 O 12/01/09
0
1
1414921 560/560 F 335,000.00
ZZ
LUBIN JEFFREY L 180 330,201.20
1
60 DALOR COURT 8.500 3,298.88
48
8.250 3,298.88
700,000.00
WOODBURY NY 11797 2 11/10/94
00
450030655 05 01/01/95
0
450030655 O 12/01/09
0
1414922 560/560 F 285,000.00
ZZ
BELOTT RICHARD D 180 281,048.65
1
52 CHRISTY DRIVE 8.625 2,827.43
61
8.375 2,827.43
473,911.00
WARREN NJ 07059 1 11/16/94
00
450030762 05 01/01/95
0
450030762 O 12/01/09
0
1414923 560/560 F 90,000.00
ZZ
DI VIRGILIO JUDY 180 89,048.56
1
84 EAST 11TH STREET 9.125 919.54
63
8.875 919.54
145,000.00
CLIFTON NJ 07011 2 12/02/94
00
450038989 05 02/01/95
0
450038989 O 01/01/10
0
1414924 560/560 F 410,000.00
ZZ
HAGERSTROM ERIC J 180 399,365.01
1
21 CHESTERFIELD DRIVE 8.875 4,128.06
75
8.625 4,128.06
548,300.00
WARREN TWP. NJ 07059 1 11/30/94
00
450041496 05 01/01/95
0
450041496 O 12/01/09
0
1414925 560/560 F 300,000.00
ZZ
LAHR LAWRENCE R 180 295,886.19
1
3170 HIGHWAY 135 8.750 2,998.35
18
8.500 2,998.35
1,750,000.00
LOS ALAMOS CA 93440 2 11/23/94
00
450042734 05 01/01/95
0
450042734 O 12/01/09
0
1414926 560/560 F 129,000.00
ZZ
GROSSCUP WILLIAM R 180 127,269.74
1
3060 RIVIEA DRIVE 9.000 1,308.40
73
8.750 1,308.40
179,000.00
1
KEY WEST FL 33040 1 12/02/94
00
450043237 05 01/01/95
0
450043237 O 12/01/09
0
1414927 560/560 F 90,000.00
ZZ
STANLEY JOSEPH E 180 89,037.89
1
3 DUNHAM POND LANE 9.000 912.84
25
8.750 912.84
374,600.00
FALMOUTH ME 04105 4 12/07/94
00
450045000 05 02/01/95
0
450045000 O 01/01/10
0
1414928 560/560 F 120,000.00
ZZ
BEREZNYAK BORIS 180 118,711.06
1
301 WILLOWBROOK DRIVE 9.375 1,244.03
69
9.125 1,244.03
175,000.00
N. BRUNSWICK NJ 08902 1 12/09/94
00
450046487 03 02/01/95
0
450046487 O 01/01/10
0
1414929 560/560 F 230,000.00
ZZ
TRIMBACH CHARLES F 180 227,622.23
1
445 WILLOW STREET 9.375 2,384.40
75
9.125 2,384.40
310,000.00
LOCKPORT NY 14094 5 12/09/94
00
450048285 05 02/01/95
0
450048285 O 01/01/10
0
1414930 560/560 F 88,000.00
ZZ
MESQUITA MANUEL F 180 87,027.46
1
19 VALLEY VIEW DRIVE 8.625 873.03
45
8.375 873.03
198,000.00
YOMKERS NY 10710 1 12/20/94
00
450053202 05 02/01/95
0
450053202 O 01/01/10
0
1414931 560/560 F 145,000.00
ZZ
CHOE HAENG Y 180 143,449.91
1
206 MCCLEARY COURT 9.000 1,470.69
71
8.750 1,470.69
206,961.00
RALEIGH NC 27607 1 12/29/94
00
450058698 03 02/01/95
0
450058698 O 01/01/10
0
1
1414932 560/560 F 335,000.00
ZZ
HEFLIN JR JOSEPH W 180 331,536.70
1
2600 OLD RANCH ROAD 9.375 3,472.93
67
9.125 3,472.93
500,000.00
GARDNERVILLE NV 89410 2 12/09/94
00
450058896 05 02/01/95
0
450058896 O 01/01/10
0
1414933 560/560 F 104,000.00
ZZ
CHIEP HENG K 180 103,150.54
1
2 LINCOLN STREET 8.750 1,039.43
68
8.500 1,039.43
154,000.00
NEW ROCHELLE NY 10801 1 01/03/95
00
450061841 05 03/01/95
0
450061841 O 02/01/10
0
1414934 560/560 F 229,250.00
ZZ
LOMBARD DANIEL 180 227,229.77
1
STONE PINE LANE 9.375 2,376.62
80
9.125 2,376.62
289,250.00
QUEENSBURY NY 12804 1 01/05/95
00
450062336 05 03/01/95
0
450062336 O 02/01/10
0
1414935 560/560 F 267,200.00
ZZ
SHAPIRO-SCOTT GAIL 180 264,993.19
1
14 CEDAR LANE 8.625 2,650.84
80
8.375 2,650.84
334,000.00
MONTGOMERY TWP. NJ 08502 1 01/13/95
00
450065768 05 03/01/95
0
450065768 O 02/01/10
0
1414936 560/560 F 128,000.00
ZZ
HUSTED ROBERT A 180 126,954.54
1
26045 STANCREST 8.750 1,279.29
70
8.500 1,279.29
183,000.00
LYON TOWNSHIP MI 48178 1 01/17/95
00
450066816 05 03/01/95
0
450066816 O 02/01/10
0
1414937 560/560 F 170,000.00
ZZ
ALONSO JUAN C 180 168,657.21
1
1
7100 SOUTH WEST 60TH STREET 9.125 1,736.92
70
8.875 1,736.92
245,000.00
MIAMI FL 33143 1 01/27/95
00
450073259 05 03/01/95
0
450073259 O 02/01/10
0
1414938 560/560 F 80,000.00
ZZ
FOLEY GEORGE J 180 79,570.80
1
9 PRINCETON CT. 8.875 805.48
51
8.625 805.48
158,000.00
BERLIN NJ 08009 2 02/10/95
00
450081815 05 04/01/95
0
450081815 O 03/01/10
0
1414939 560/560 F 347,000.00
ZZ
BOON THOMAS S 180 345,159.10
1
27 BELL CANYON DRIVE 9.000 3,519.51
90
8.750 3,519.51
385,586.00
DOVE CANYON CA 92679 1 02/07/95
10
450082144 05 04/01/95
25
450082144 O 03/01/10
0
1414940 560/560 F 515,000.00
ZZ
HOLT JR LESTER D 180 512,298.38
1
2341 N. CAMBRIDGE 9.125 5,261.84
77
8.875 5,261.84
677,000.00
CHICAGO IL 60614 2 02/24/95
00
450086426 05 04/01/95
0
450086426 O 03/01/10
0
1414941 560/560 F 160,000.00
T
HARTMAN BARTON 180 159,179.39
1
610 SOUTH WEST END ST. H-302 9.375 1,658.71
44
9.125 1,658.71
370,000.00
ASPEN CO 81611 5 02/24/95
00
450087366 01 04/01/95
0
450087366 O 03/01/10
0
1414942 560/560 F 560,000.00
ZZ
MACLEOD GLADYCE E 180 557,192.18
1
560 SOUTH SHORE DRIVE 9.625 5,889.97
77
9.375 5,889.97
735,000.00
MEREDITH CO 81642 1 02/24/95
00
450087408 03 04/01/95
0
1
450087408 O 03/01/10
0
1414943 560/560 F 232,200.00
R
ROMAN JOSE 180 230,897.43
1
7 HOLLYHOCK WAY 8.375 2,269.58
70
8.125 2,269.58
333,000.00
FREDON TOWNSHIP NJ 07860 1 02/28/95
00
450089149 05 04/01/95
0
450089149 O 03/01/10
0
1414944 560/560 F 446,250.00
T
MILLER MARK S 180 443,882.59
1
0812 PENSTEMON ROAD 9.000 4,526.16
75
8.750 4,526.16
595,000.00
KEYSTONE CO 80435 5 02/28/95
00
450092218 03 04/01/95
0
450092218 O 03/01/10
0
1414945 560/560 F 350,000.00
T
KULLE RICHARD J 180 309,468.48
1
1906 BAY DRIVE 8.625 3,472.28
32
8.375 3,472.28
1,100,000.00
POMPANO BEACH FL 33062 5 03/03/95
00
450094263 05 05/01/95
0
450094263 O 04/01/10
0
1414946 560/560 F 220,000.00
ZZ
RODRIGUEZ-IZNAGA LUIS 180 219,431.61
1
1502 GRANADA BOULEVARD 9.250 2,264.22
78
9.000 2,264.22
285,000.00
CORAL GABLES FL 33134 1 03/13/95
00
450095823 05 05/01/95
0
450095823 O 04/01/10
0
1414947 560/560 F 350,000.00
ZZ
BLAUM JR GERALD F 180 349,075.07
1
26 TIMBERLINE DRIVE 9.000 3,549.93
72
8.750 3,549.93
490,000.00
WYOMISSING PA 19610 1 03/14/95
00
450096011 05 05/01/95
0
450096011 O 04/01/10
0
1
1414948 560/560 F 71,600.00
ZZ
MILLIGAN EDWARD R 180 71,415.02
1
449 NORTH AVENUE 9.250 736.90
38
9.000 736.90
190,000.00
ROCHESTER MA 02770 2 03/10/95
00
450097092 05 05/01/95
0
450097092 O 04/01/10
0
1414949 560/560 F 128,200.00
ZZ
CHO DONG M 180 127,853.50
1
2441 DEANWOOD DRIVE 8.750 1,281.29
72
8.500 1,281.29
178,241.00
RALEIGH NC 27615 1 03/17/95
00
450098520 03 05/01/95
0
450098520 O 04/01/10
0
1414950 560/560 F 240,000.00
ZZ
FOURNIER JOSEPH A 180 239,336.63
1
45 ALDRICH ROAD 8.500 2,363.37
57
8.250 2,363.37
427,805.00
CANTON MA 02021 1 03/23/95
00
450100557 05 05/01/95
0
450100557 O 04/01/10
0
1414964 617/617 F 476,000.00
ZZ
DOWD BRIAN J 180 474,669.53
1
6595 GARRETT RD. 8.375 4,652.55
80
8.125 4,652.55
595,000.00
BUFORD GA 30518 1 03/09/95
00
9540017 05 05/01/95
0
9540017 O 04/01/10
0
1414975 560/560 F 147,000.00
ZZ
PALAGONIA ANTHONY 180 143,846.69
1
47 NELSON AVENUE 8.625 1,458.36
75
8.375 1,458.36
198,000.00
STATEN ISLAND NY 10308 2 10/25/94
00
450022108 05 12/01/94
0
450022108 O 11/01/09
0
1414983 617/617 F 223,200.00
ZZ
HEXTER DANIEL J 180 222,015.88
1
1400 ARROWHEAD DRIVE 9.000 2,263.85
80
8.750 2,263.85
279,000.00
1
BRENTWOOD TN 37027 1 02/14/95
00
546758 05 04/01/95
0
546758 O 03/01/10
0
1414995 637/728 F 364,500.00
ZZ
SCHILD MILTON 180 364,500.00
1
1993 IDYLWILD ROAD 8.875 3,669.95
90
8.625 3,669.95
405,000.00
PRESCOTT AZ 86301 1 04/13/95
14
0380109273 05 06/01/95
25
3122744 O 05/01/10
0
1415005 686/686 F 50,000.00
ZZ
VARELA GLADYS E 180 50,000.00
1
10465 SW 43 TERRACE 8.850 502.69
50
8.600 502.69
100,000.00
MIAMI FL 33165 1 04/03/95
00
30816479935 05 06/01/95
0
30816479935 O 05/01/10
0
1415017 617/617 F 295,000.00
ZZ
FANNING THOMAS A 180 293,326.68
1
5770 HEARDS FOREST DRIVE 8.250 2,861.92
73
8.000 2,861.92
405,000.00
ATLANTA GA 30328 1 02/20/95
00
689398 05 04/01/95
0
689398 O 03/01/10
0
1415031 617/617 F 283,475.00
T
RENNINGER DAVID R 180 281,185.27
1
504 EAST MAIN STREET SIDE W 8.875 2,854.16
85
8.625 2,854.16
333,500.00
SUNSET BEACH NC 28468 1 01/06/95
14
211540033 01 03/01/95
12
211540033 O 02/01/10
0
1415036 617/617 F 604,000.00
ZZ
PARKER JR. ROBERT L 180 599,066.69
1
2651 SOUTH YORKTOWN AVENUE 8.750 6,036.67
68
8.500 6,036.67
900,000.00
TULSA OK 74114 2 01/09/95
00
466972 05 03/01/95
0
466972 O 02/01/10
0
1
1415046 617/617 F 352,000.00
ZZ
ERICKSON HAROLD L 180 350,090.28
1
4309 ALTURA, N.E. 8.750 3,518.06
80
8.500 3,518.06
440,000.00
ALBUQUERQUE NM 87110 1 02/24/95
00
482780 05 04/01/95
0
482780 O 03/01/10
0
1415152 686/686 F 130,000.00
ZZ
LE THACH JULIE 180 129,650.20
1
6641 DONALD ROSS ROAD 8.800 1,303.13
62
8.550 1,303.13
212,500.00
PALM BCH GARDEN FL 33418 1 03/31/95
00
30816246771 05 05/01/95
0
30816246771 O 04/01/10
0
1415154 686/686 F 60,000.00
ZZ
RIVERA LAURA 180 59,839.28
1
10525 SW 108TH TERRACE 8.850 603.22
45
8.600 603.22
135,000.00
MIAMI FL 33176 5 03/27/95
00
30816479752 05 05/01/95
0
30816479752 O 04/01/10
0
1415155 686/686 F 108,500.00
ZZ
ASGARI FARHANG S 180 108,209.37
1
12749 KINSHIP DR 8.850 1,090.82
61
8.600 1,090.82
180,000.00
HERNDON VA 22071 2 03/27/95
00
30816689657 03 05/01/95
0
30816689657 O 04/01/10
0
1415156 686/686 F 96,000.00
ZZ
KIM YEON S 180 95,739.36
1
4114 COURSE VIEW COVE 8.700 956.64
75
8.450 956.64
128,000.00
BARTLETT TN 38135 1 03/31/95
00
30816729206 05 05/01/95
0
30816729206 O 04/01/10
0
1415157 686/686 F 25,000.00
ZZ
SCHRADER WILLIAM C 180 24,931.04
1
1
659 ENDEAVOUR DRIVE 8.525 246.56
21
8.275 246.56
124,000.00
WINTER SPRINGS FL 32708 1 03/31/95
00
30816928071 03 05/01/95
0
30816928071 O 04/01/10
0
1415169 927/728 F 393,300.00
T
AUSTIN DONALD A 180 392,272.31
1
6855 EAST SUNSET SKY CIRCLE 9.125 4,018.41
80
8.875 4,018.41
492,746.00
SCOTTSDALE AZ 85262 1 03/28/95
00
0380109299 03 05/01/95
0
142547 O 04/01/10
0
1415183 232/232 F 250,000.00
T
CLANCY JOSEPH E 180 249,346.75
1
271 SEA OAK DRIVE 9.125 2,554.29
79
8.875 2,554.29
317,000.00
VERO BEACH FL 32963 1 03/14/95
00
863132 03 05/01/95
0
863132 O 04/01/10
0
1415206 439/439 F 224,800.00
ZZ
NEUSE STEPHEN H 180 224,150.36
1
1679 SUNSHINE LANE 8.000 2,148.31
80
7.750 2,148.31
281,000.00
SOUTHLAKE TX 76092 1 03/31/95
00
1771364 05 05/01/95
0
1771364 O 04/01/10
0
1415212 608/608 F 92,000.00
ZZ
AGOSTINI PAUL 180 91,756.87
1
140 MORTON ROAD 9.000 933.13
65
8.750 933.13
142,000.00
SPRINGFIELD PA 19064 1 03/30/95
00
50011145 05 05/01/95
0
50011145 O 04/01/10
0
1415284 439/439 F 308,000.00
ZZ
FLOURNOY GEORGE T 180 308,000.00
1
1718 A. NANTUCKET DRIVE 8.150 2,970.15
80
7.900 2,970.15
385,000.00
HOUSTON TX 77057 1 04/06/95
00
1767650 05 06/01/95
0
1
1767650 O 05/01/10
0
1415290 562/562 F 143,250.00
ZZ
SAMOLIS NIKOLAOS 180 143,250.00
2
358 80TH STREET 9.375 1,485.07
65
9.125 1,485.07
223,250.00
BROOKLYN NY 11209 1 04/11/95
00
456509 05 06/01/95
0
456509 O 05/01/10
0
1415295 554/554 F 250,000.00
ZZ
LACAMERA PAUL A 180 250,000.00
1
145 FULLER STREET 8.125 2,407.21
37
7.875 2,407.21
682,000.00
NEWTON MA 02165 2 04/10/95
00
6808204 05 06/01/95
0
6808204 O 05/01/10
0
1415323 450/728 F 290,000.00
ZZ
MAXON THOMAS G 180 289,171.18
1
5318 PARLIAMENT PLACE 8.125 2,792.36
74
7.875 2,792.36
395,000.00
ROCKFORD IL 61107 1 03/31/95
00
0380108390 05 05/01/95
0
100025580 O 04/01/10
0
1415324 450/728 F 476,000.00
ZZ
SHIH MEI M 180 474,742.09
1
610 CANTERBURY ROAD 9.000 4,827.91
70
8.750 4,827.91
680,000.00
SAN MARINO CA 91108 1 02/27/95
00
0380108473 05 05/01/95
0
3734340 O 04/01/10
0
1415329 593/728 F 274,000.00
T
DEMONG RICHARD F 180 274,000.00
1
2650 DEER VALLEY DR. EAST #306 8.500 2,698.19
80
8.250 2,698.19
342,500.00
PARK CITY UT 84060 1 03/31/95
00
0380109786 01 06/01/95
0
6622054 O 05/01/10
0
1
1415472 686/686 F 63,700.00
ZZ
OLIVER OPAL R 180 63,700.00
1
369 ASHANA DRIVE 8.550 629.15
75
8.300 629.15
85,000.00
COLLIERVILLE TN 38017 1 04/14/95
00
16729594 05 06/01/95
0
16729594 O 05/01/10
0
1415654 450/728 F 54,000.00
ZZ
KADARIAN JULIAN 180 54,000.00
1
34218 JOEL 8.125 519.96
50
7.875 519.96
109,000.00
CHESTERFIELD TW MI 48047 1 04/05/95
00
0380109562 05 06/01/95
0
3792793 O 05/01/10
0
1415887 943/728 F 102,523.31
ZZ
SOO ALFRED W 180 90,505.87
1
250 PARLANGE DRIVE 9.625 1,078.33
90
9.375 1,078.33
114,000.00
PEARL RIVER LA 70452 1 12/28/84
10
0380114901 05 02/01/92
25
475617 O 01/01/07
0
1415888 943/728 F 260,000.00
ZZ
FARON MARK A 180 254,278.89
1
1312 COUNTRYSIDE MANOR PLACE 7.250 2,373.44
56
7.000 2,373.44
467,163.00
CHESTERFIELD MO 63005 1 09/28/94
00
0380114919 05 11/01/94
0
2380202 O 10/01/09
0
1415889 943/728 F 120,000.00
BB
DRWENCKE DELBERT J 180 106,527.46
1
4622 REGENCY DRIVE 7.500 1,112.41
67
7.250 1,112.41
181,000.00
SHELBY TOWNSHIP MI 48316 1 10/28/94
00
0380112244 05 12/01/94
0
2382128 O 11/01/09
0
1415890 943/728 F 92,000.00
ZZ
TATUM CHRISTINEC 180 90,232.88
1
725 ASHFORD COVE DRIVE 7.000 826.92
80
6.750 826.92
115,000.00
1
LILBURN GA 30247 1 10/14/94
00
0380114190 05 12/01/94
0
2382142 O 11/01/09
0
1415891 943/728 F 236,000.00
ZZ
WALL JOHN T 180 232,102.35
1
213 MILLBROOK LANE 8.750 2,358.70
69
8.500 2,358.70
345,000.00
HOUSTON TX 77024 2 10/06/94
00
0380115197 03 12/01/94
0
2486092 O 11/01/09
0
1415892 943/728 F 70,000.00
ZZ
WHEELER SR. JIMMY E 180 68,831.16
1
1984 DEERFIELD RUN 8.625 694.46
78
8.375 694.46
90,000.00
SNELLVILLE GA 30278 5 10/06/94
00
0380114232 05 12/01/94
0
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1415895 943/728 F 60,000.00
ZZ
LOWRY FREDERICKH 180 59,688.77
1
3385 EAST SECOND STREET 9.250 617.52
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9.000 617.52
106,000.00
TUCSON AZ 85716 2 01/30/95
00
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BERGERON RONALD 180 221,483.41
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27 WEST LAKE VILLAGE 9.375 2,332.56
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9.125 2,332.56
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COUNCIL BLUFFS IA 51503 2 10/31/94
00
0380112343 05 12/01/94
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ZZ
YADAV RANVIR S 180 342,930.83
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8.000 3,395.50
525,000.00
ROSLYN NY 11576 5 09/23/94
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0380112897 05 11/01/94
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1
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ZZ
REYNOLDS WILLIAM G 180 428,166.83
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179 CHEESE SPRING ROAD 8.500 4,301.35
80
8.250 4,301.35
546,000.00
WILTON CT 06897 1 09/02/94
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0380112392 05 11/01/94
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1415899 943/728 F 265,500.00
ZZ
BUMPERS JR PAUL M 180 257,053.80
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3872 THORNBURY DRIVE 8.375 2,595.07
90
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295,000.00
SPRINGDALE AR 72764 4 09/26/94
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0380114711 05 11/01/94
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BAUMAN DAVID C 180 253,846.92
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477 VALLEY CLUB CIRCLE 8.000 2,484.70
61
7.750 2,484.70
430,000.00
LITTLE ROCK AR 72212 1 08/24/94
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910 WEST CENTENNIAL ROAD 8.625 2,591.31
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PAPILLION NE 68128 1 09/30/94
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DUNLAP DAVID L 180 274,901.23
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2903 DARNLEY PLACE 7.625 2,615.56
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VIENNA VA 22181 1 10/20/94
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0380111907 03 12/01/94
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KUNCHAM SUDHA 180 696,865.91
1
1
10 DEBRA CT 8.875 7,173.77
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OLD WESTBURY NY 11568 1 08/31/94
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CARLSON STEVEN H 180 106,176.87
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BURRILLVILLE RI 02826 2 10/12/94
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BELVERIO FRANK G 180 314,772.76
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412 CENTRAL AVENUE 8.875 3,221.91
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NORTH CALDWELL NJ 07006 1 10/31/94
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ZZ
KAY LOUIS 180 210,645.02
1
7407 GALANIS DRIVE 8.625 2,147.86
69
8.375 2,147.86
316,500.00
ANNANDALE VA 22003 1 08/31/94
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0380111964 05 10/01/94
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HAN CHANG S 180 231,385.99
1
9101 SATYR HILL ROAD 8.625 2,341.31
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BALTIMORE MD 21234 1 09/19/94
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MCINTYRE-SELTMAN KATHLEEN 180 247,746.04
1
548 BRIAR CLIFF ROAD 8.500 2,481.55
80
8.250 2,481.55
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PITTSBURGH PA 15221 1 10/28/94
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0380112004 05 12/01/94
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1
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1415910 943/728 F 280,000.00
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HILDEBRAND CAROLE N 180 267,430.15
1
226 W RITTENHOUSE SQUARE 8.750 2,798.46
69
UNITS 1709 & 1710 8.500 2,798.46
410,000.00
PHILADELPHIA PA 19103 5 09/23/94
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MALLET JOHN E 180 296,986.90
1
18993 PALO OAKS COURT 8.125 2,936.79
65
7.875 2,936.79
475,000.00
SARATOGA CA 95070 1 09/15/94
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0380112525 05 11/01/94
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1415912 943/728 F 75,000.00
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KING MICHAEL J 180 73,865.48
1
1140 TANGLE DRIVE 7.625 700.60
29
7.375 700.60
260,289.00
ATHENS GA 30606 1 11/18/94
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0380112541 05 01/01/95
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1415913 943/728 F 273,250.00
ZZ
STRANGE ROBERT S 180 268,327.32
1
606 LASSWELL COURT 7.750 2,572.04
75
7.500 2,572.04
364,337.00
LEESBURG VA 22075 1 10/14/94
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0380112947 03 12/01/94
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1415914 943/728 F 247,500.00
ZZ
HUBBARD ASA M 180 237,952.57
1
8701 YUKON 8.000 2,365.24
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TEXARKANA TX 75503 4 04/26/94
04
0380112467 05 06/01/94
17
4080012769 O 05/01/09
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1
1415915 943/728 F 230,000.00
ZZ
BRAUN LEONARD M 180 226,668.50
1
1 WHISTLER WAY 8.125 2,214.63
53
7.875 2,214.63
441,800.00
MARLBORO NJ 07746 1 11/17/94
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0380112954 05 01/01/95
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1415916 943/728 F 240,000.00
ZZ
ROGERS MARK S 180 237,258.53
1
2 RIDGEFIELD COURT 8.250 2,328.34
77
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315,000.00
LITTLE ROCK AR 72211 4 12/19/94
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SCHNEIDER EDGAR H 180 291,776.90
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14440 EAGLE VISTA DRIVE 8.875 2,970.19
50
8.625 2,970.19
600,000.00
LITTLETON CO 80127 4 12/05/94
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0380112962 05 02/01/95
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SCOTT RANDOLPH C 180 228,029.62
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1440 WOODLAND LAKE DRIVE 8.750 2,310.73
80
8.500 2,310.73
289,000.00
SNELLVILLE GA 30278 1 11/11/94
00
0380112566 03 01/01/95
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SINGER ROBERT F 180 260,477.52
1
6716 BUNKERS COURT 8.375 2,590.18
79
8.125 2,590.18
335,460.00
CLIFTON VA 22024 1 10/19/94
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0380112574 05 12/01/94
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1415920 943/728 F 390,000.00
ZZ
ROBERSON, JR. SHEDRIC H 180 385,784.27
1
215 OCEANSHORE BLVD. 8.875 3,926.69
75
8.625 3,926.69
525,000.00
1
ORMOND BEACH FL 32176 1 12/08/94
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0380112582 05 02/01/95
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1415921 943/728 F 228,950.00
ZZ
DAUPHINAIS RICHARD O 180 224,736.14
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2721 WOODS LANE 8.750 2,288.24
77
8.500 2,288.24
300,000.00
GARLAND TX 75044 2 11/02/94
00
0380112590 03 01/01/95
0
4080013982 O 12/01/09
0
1415922 943/728 F 265,000.00
ZZ
LESUER DONALD R 180 261,406.02
1
2673 CRESCENT COURT 8.875 2,668.14
53
8.625 2,668.14
500,000.00
LIVERMORE CA 94550 2 11/10/94
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0380112608 05 01/01/95
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0
1415923 943/728 F 250,000.00
ZZ
USRY THOMAS S 180 244,904.77
1
437 MULLICAN ROAD 8.750 2,498.62
63
8.500 2,498.62
400,000.00
FLORENCE MS 39073 2 02/17/95
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0380112301 05 04/01/95
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1415924 943/728 F 250,000.00
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LAHTI E S 180 247,175.48
1
3 COLUMBINE COURT 8.375 2,443.57
80
8.125 2,443.57
312,500.00
LITTLE ROCK AR 72212 1 12/06/94
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0380112293 05 02/01/95
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1415925 943/728 F 300,000.00
ZZ
MCKENZIE JOHN D 180 296,610.60
1
4330 PARK LANE 8.375 2,932.28
45
8.125 2,932.28
675,000.00
DALLAS TX 75220 1 12/07/94
00
0380112202 05 02/01/95
0
4080014356 O 01/01/10
0
1
1415926 943/728 F 300,000.00
ZZ
STROHL DALE S 180 297,656.79
1
19 TAPORNECK ROAD 9.250 3,087.58
54
9.000 3,087.58
560,000.00
RIDGEFIELD CT 06877 1 01/06/95
00
0380112194 05 03/01/95
0
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0
1415927 943/728 F 230,000.00
ZZ
LACKIE JR RAYMOND J 180 227,513.80
1
3710 LOCKRIDGE ROAD 8.875 2,315.74
68
8.625 2,315.74
340,000.00
NORTH LITTLE RO AR 72116 2 12/23/94
00
0380112186 05 02/01/95
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4080014464 O 01/01/10
0
1415928 943/728 F 260,000.00
ZZ
DAPOLITO GERALD P 180 257,312.02
1
722 SALEM STREET 9.375 2,695.41
80
9.125 2,695.41
326,500.00
LYNNFIELD MA 01940 2 12/27/94
00
0380112178 05 02/01/95
0
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0
1415929 943/728 F 300,000.00
ZZ
RAILSBACK BILLY D 180 297,603.71
1
2500 CHANTILLY COURT 9.000 3,042.80
75
8.750 3,042.80
402,000.00
HEATH TX 75087 1 01/04/95
00
0380112236 03 03/01/95
0
4080014725 O 02/01/10
0
1415930 943/728 F 220,000.00
ZZ
SMITH JR CLAUDE H 180 217,621.84
1
4777 HILLTOP DRIVE 8.875 2,215.06
87
8.625 2,215.06
255,000.00
ACWORTH GA 30101 1 12/19/94
19
0380112368 05 02/01/95
17
4080014760 O 01/01/10
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1415931 943/728 F 324,000.00
ZZ
WITTICH GERHARD R 180 321,412.03
1
1
906 SHOREWOOD DRIVE 9.000 3,286.22
90
8.750 3,286.22
360,000.00
SEABROOK TX 77586 1 01/13/95
04
0380112400 03 03/01/95
17
4080014879 O 02/01/10
0
1415932 943/728 F 235,000.00
ZZ
GROFT JR H T 180 232,402.89
1
24 AUTUMNWOOD DRIVE 8.625 2,331.39
78
8.375 2,331.39
305,000.00
NEWARK DE 19711 1 12/30/94
00
0380112483 03 02/01/95
0
4080015230 O 01/01/10
0
1415933 943/728 F 220,000.00
ZZ
HARWELL JAMES L 180 216,983.18
1
7713 BELLE FONTAINE DRIVE 8.750 2,198.79
90
8.500 2,198.79
245,000.00
OCEAN SPRINGS MS 39564 1 11/10/94
01
0380113143 05 01/01/95
17
4080015316 O 12/01/09
0
1415934 943/728 F 260,000.00
ZZ
HIRSCHMAN HENRY 180 257,158.20
1
400 EDNAM DRIVE 8.750 2,598.57
80
8.500 2,598.57
325,000.00
CHARLOTTESVILLE VA 22901 1 12/19/94
00
0380112814 03 02/01/95
0
4080015548 O 01/01/10
0
1415936 943/728 F 72,100.00
T
LEWANDOWSKI ANDREW J 180 69,969.94
1
1800 BAYSHORE ROAD 7.750 678.66
70
7.500 678.66
103,000.00
VILLAS NJ 08251 5 09/19/94
00
0380114224 05 11/01/94
0
4090003225 O 10/01/09
0
1415937 943/728 F 317,700.00
ZZ
DEVERA HERMAN V 180 311,420.81
1
1515 MAJORCA DRIVE 8.500 3,128.52
90
8.250 3,128.52
353,000.00
MORGAN HILL CA 95037 1 09/13/94
10
0380112640 03 11/01/94
17
1
4090003449 O 10/01/09
0
1415938 943/728 F 250,000.00
T
SILVER RICHARD B 180 245,004.92
1
0183 LONE HAND WAY 8.375 2,443.57
80
8.125 2,443.57
312,500.00
BRECKENRIDGE CO 80424 1 09/15/94
00
0380114208 05 11/01/94
0
4090003539 O 10/01/09
0
1415941 943/728 F 275,000.00
ZZ
TAYLOR RICHARD B 180 270,357.73
1
1510 BEN KING ROAD 8.500 2,708.04
68
8.250 2,708.04
410,000.00
KENNESAW GA 30144 5 10/24/94
00
0380112657 05 12/01/94
0
4090004503 O 11/01/09
0
1415942 943/728 F 224,900.00
ZZ
YOHN JOSEPH J 180 221,037.47
1
9061 GRIZZLY WAY 9.000 2,281.09
90
8.750 2,281.09
249,900.00
EVERGREEN CO 80439 1 10/25/94
10
0380112665 05 12/01/94
17
4090004623 O 11/01/09
0
1415943 943/728 F 232,500.00
ZZ
BADER CHARLES D 180 227,729.74
1
7806 10TH AVENUE SOUTH 8.875 2,340.92
66
8.625 2,340.92
355,000.00
ST PETERSBURG FL 33707 5 10/27/94
00
0380112673 05 12/01/94
0
4090004634 O 11/01/09
0
1415945 943/728 F 352,000.00
ZZ
MUIZELAAR J. P 180 347,173.15
1
1945 QUARTON 8.750 3,518.06
80
8.500 3,518.06
440,000.00
BLOOMFIELD MI 48301 1 11/15/94
00
0380112681 05 01/01/95
0
4090004873 O 12/01/09
0
1
1415946 943/728 F 300,000.00
ZZ
WUESTE ROBERT J 180 295,976.09
1
20 ST MALO BEACH 9.000 3,042.80
30
8.750 3,042.80
1,000,000.00
OCEANSIDE CA 92054 1 11/11/94
00
0380113846 03 01/01/95
0
4090004976 O 12/01/09
0
1415947 943/728 F 373,800.00
ZZ
SAFINA ROSARIO 180 369,576.81
1
356 BROADWAY UNIT 5C 8.375 3,653.62
75
8.125 3,653.62
498,500.00
NEW YORK NY 10013 1 12/30/94
00
0380112699 08 02/01/95
0
4090005034 O 01/01/10
0
1415949 943/728 F 301,600.00
ZZ
LEE CHIU-SHAN 180 298,154.88
1
1591 BEDLINGTON DRIVE 8.250 2,925.95
80
8.000 2,925.95
377,000.00
INVERNESS IL 60010 1 12/22/94
00
0380112632 05 02/01/95
0
4090005317 O 01/01/10
0
1415950 943/728 F 628,000.00
ZZ
ZMIJEWSKI DAVID 180 623,094.89
1
912 CLIFTON 9.250 6,463.33
74
9.000 6,463.33
860,000.00
GLEN ELLYN IL 60137 2 12/28/94
00
0380112731 05 03/01/95
0
4090005429 O 02/01/10
0
1415951 943/728 F 243,600.00
ZZ
DENNING PAUL J 180 240,966.75
1
3620 SUNSET LANE 8.875 2,452.68
75
8.625 2,452.68
326,000.00
DALWORTHINGTON TX 76016 2 12/16/94
00
0380113127 05 02/01/95
0
4090005556 O 01/01/10
0
1415952 943/728 F 560,000.00
ZZ
ALLRED VERN M 180 555,526.92
1
12111 MADELEINE CIRCLE 9.000 5,679.90
80
8.750 5,679.90
700,000.00
1
DALLAS TX 75230 1 01/17/95
00
0380113135 05 03/01/95
0
4090005628 O 02/01/10
0
1415953 943/728 F 54,400.00
T
PHELPS KEVIN G 180 53,521.05
1
B1 BEAR TOP DRIVE 9.000 551.77
80
8.750 551.77
68,000.00
MENALLEN TOWNSH PA 17304 1 10/21/94
00
0380113150 05 12/01/94
0
4516400167 O 11/01/09
0
1415954 943/728 F 400,000.00
ZZ
ROXBURGH CHARLES 180 397,854.00
1
12015 PEBBLE HILL DRIVE 8.875 4,027.38
70
8.625 4,027.38
576,000.00
HOUSTON TX 77024 1 02/21/95
00
0380113168 05 04/01/95
0
5050002122 O 03/01/10
0
1415955 943/728 F 253,000.00
ZZ
RODRIGUE ROBERT P 180 252,338.90
1
14 PINE PLAIN ROAD 9.125 2,584.95
77
8.875 2,584.95
330,000.00
WELLESLEY MA 02181 2 03/09/95
00
0380113176 05 05/01/95
0
5050002298 O 04/01/10
0
1415956 943/728 F 250,000.00
ZZ
LAMBA SARABJIT 180 249,316.68
1
6 SWEET GUM COURT 8.625 2,480.20
52
8.375 2,480.20
485,000.00
DIX HILLS NY 11746 1 03/03/95
00
0380113218 05 05/01/95
0
5080015813 O 04/01/10
0
1415957 943/728 F 300,000.00
ZZ
DICKINSON MICHAEL J 180 298,461.33
1
6312 NE 113TH STREET 9.375 3,110.09
80
9.125 3,110.09
375,000.00
OKLAHOMA CITY OK 73151 4 02/14/95
00
0380113556 03 04/01/95
0
5080015848 O 03/01/10
0
1
1415958 943/728 F 590,000.00
ZZ
FERRARO DAVID L 180 584,933.61
1
1421 VICTORIA LANE 8.875 5,940.38
72
8.625 5,940.38
825,000.00
LITTLE ROCK AR 72211 4 01/27/95
00
0380113655 05 03/01/95
0
5080015911 O 02/01/10
0
1415959 943/728 F 226,500.00
ZZ
MASTERS A. D 180 224,690.82
1
104 CHAR OAK DRIVE 9.000 2,297.31
76
8.750 2,297.31
300,000.00
COLUMBIA SC 29212 4 01/17/95
00
0380113663 05 03/01/95
0
5080015971 O 02/01/10
0
1415960 943/728 F 350,000.00
ZZ
HANSEN DOUGLAS J 180 349,010.76
1
3930 SOUTH GLADE HOLLOW WAY 8.250 3,395.49
48
8.000 3,395.49
740,000.00
BOUNTIFUL UT 84010 4 03/23/95
00
0380113689 03 05/01/95
0
5080016092 O 04/01/10
0
1415961 943/728 F 333,800.00
ZZ
LIM LUKE M 180 332,877.35
1
3 MAPLECREST COURT 8.500 3,287.07
80
8.250 3,287.07
417,295.00
POTOMAC MD 20854 1 03/14/95
00
0380113713 03 05/01/95
0
5080016144 O 04/01/10
0
1415963 943/728 F 235,700.00
ZZ
FONZO MICHAEL A 180 235,084.12
1
78 FULLER POND ROAD 9.125 2,408.18
79
UNIT 168 FULLER POND VILLAGE 8.875 2,408.18
299,000.00
MIDDLETON MA 01949 1 03/10/95
00
0380113911 01 05/01/95
0
5080016420 O 04/01/10
0
1415964 943/728 F 270,000.00
ZZ
TEASLEY BARRY H 180 269,262.01
1
1
615 BROOKWOOD LANE 8.625 2,678.62
68
8.375 2,678.62
400,000.00
GOLDSBORO NC 27530 5 03/07/95
00
0380113259 05 05/01/95
0
5080016764 O 04/01/10
0
1415965 943/728 F 243,000.00
ZZ
DOMIZIO STEPHEN 180 238,761.84
1
20 OLD BARN ROAD 8.125 2,339.81
75
7.875 2,339.81
325,000.00
TRUMBULL CT 06611 5 10/05/94
00
0380113929 05 12/01/94
0
5080017006 O 11/01/09
0
1415967 943/728 F 292,500.00
ZZ
BLOCKHUS CRAIG S 180 291,718.26
1
1166 ASHCROFT WAY 8.875 2,945.02
75
8.625 2,945.02
390,000.00
SUNNYVALE CA 94087 1 03/29/95
00
0380113242 05 05/01/95
0
5090006968 O 04/01/10
0
1415968 943/728 F 244,800.00
ZZ
MORLAN PHILIP L 180 244,123.35
1
1743 BIG HORN BASIN 8.500 2,410.65
80
8.250 2,410.65
306,000.00
BALLWIN MO 63011 1 03/29/95
00
0380113275 03 05/01/95
0
5531500177 O 04/01/10
0
1415977 450/728 F 243,750.00
ZZ
VINCENT M D 180 243,750.00
1
1709 WASHINGTON 8.750 2,436.16
75
8.500 2,436.16
325,000.00
BIRMINGHAM MI 48009 5 04/06/95
00
0380109992 05 06/01/95
0
3431095 O 05/01/10
0
1416006 686/686 F 429,200.00
ZZ
WHITMORE JERRY B 180 429,200.00
1
10991 SOUTH MADRID LANE 8.700 4,276.97
64
8.450 4,276.97
675,000.00
ORANGE CA 92669 2 04/07/95
00
0030816879076 05 06/01/95
0
1
0030816879076 O 05/01/10
0
1416008 686/686 F 74,800.00
ZZ
RHINE JACK H 180 74,800.00
1
1020 MEADOWBROOK ROAD NE 8.850 752.02
71
8.600 752.02
106,263.00
PALM BAY FL 32905 1 04/12/95
00
0030816192363 05 06/01/95
0
0030816192363 O 05/01/10
0
1416010 267/267 F 360,000.00
ZZ
SPEVACK JOEL M 180 360,000.00
1
13575 ORCHARD GATE ROAD 8.000 3,440.35
80
7.750 3,440.35
450,000.00
POWAY CA 92064 1 03/29/95
00
7310147 03 06/01/95
0
7310147 O 05/01/10
0
1416011 686/686 F 118,500.00
ZZ
FLOYD WILLIAM C 180 118,500.00
1
6224 WOODLAND ROAD 8.750 1,184.35
75
8.500 1,184.35
158,000.00
LINTHICUM MD 21090 1 04/14/95
00
0030816805378 05 06/01/95
0
0030816805378 O 05/01/10
0
1416013 686/686 F 60,000.00
ZZ
GABLE HOWARD C 180 60,000.00
1
517 WESTCHESTER DRIVE 8.750 599.67
45
8.500 599.67
135,000.00
DECATUR GA 30030 1 04/20/95
00
0030816922033 05 06/01/95
0
0030816922033 O 05/01/10
0
1416079 593/728 F 268,000.00
T
ZANGL THOMAS H 180 267,275.64
1
1050 CHANTERELLE DRIVE 8.750 2,678.53
80
8.500 2,678.53
335,000.00
HENDERSON NV 89015 1 03/31/95
00
0380112822 05 05/01/95
0
634ZANGLT O 04/01/10
0
1
1416115 106/106 F 267,500.00
ZZ
DATESHIDZE KONSTANTI 180 266,776.99
1
37 EAST CENTENNIAL DRIVE 8.750 2,673.53
83
8.500 2,673.53
325,000.00
MEDFORD TOWNSHI NJ 08055 1 03/29/95
14
2539781 05 05/01/95
25
2539781 O 04/01/10
0
1416375 447/447 F 258,000.00
ZZ
MAJOR DAVID G 180 256,631.27
1
1565 STONELEIGH COURT 9.000 2,616.81
90
8.750 2,616.81
286,950.00
HUNTINGTOWN MD 20639 1 02/24/95
14
3074337 03 04/01/95
17
3074337 O 03/01/10
0
1416376 447/447 F 250,000.00
ZZ
SERUR ELI 180 232,327.20
1
3094 JUDITH DRIVE 7.250 2,282.16
80
7.000 2,282.16
315,000.00
BELLMORE NY 11710 2 10/07/93
00
1307659 05 12/01/93
0
1307659 O 11/01/08
0
1416377 447/447 F 210,000.00
ZZ
ANDREWS LARRY A 180 207,704.64
1
8 BRANDY LANE 8.750 2,098.84
83
8.500 2,098.84
255,610.00
TIJERAS NM 87059 1 12/30/94
11
1675595 05 02/01/95
17
1675595 O 01/01/10
0
1416378 447/447 F 300,000.00
ZZ
GUNNING JOHN R 180 293,741.67
1
14929 CUB RUN PARK DRIVE 7.875 2,845.35
47
7.625 2,845.35
650,654.00
CENTREVILLE VA 22021 2 09/27/94
00
1678841 05 11/01/94
0
1678841 O 10/01/09
0
1416379 447/447 F 285,000.00
ZZ
STEINMAN RANDALL I 180 282,773.95
1
11705 MEADOW LANE 9.250 2,933.20
72
9.000 2,933.20
401,156.00
1
MINNETONKA MN 55305 4 01/26/95
00
1696789 05 03/01/95
0
1696789 O 02/01/10
0
1416380 447/447 F 280,000.00
ZZ
WRIGHT BRIAN J 180 278,514.55
1
6475 SPRINGHILL 9.000 2,839.95
66
COMMUNITY ROAD 8.750 2,839.95
426,000.00
BOZEMAN MT 59715 4 02/28/95
00
1708895 05 04/01/95
0
1708895 O 03/01/10
0
1416381 447/447 F 224,000.00
ZZ
MITCHELL NEIL P 180 219,138.13
1
6301 MORGANTOWN ROAD 9.000 2,271.96
80
8.750 2,271.96
280,000.00
FAYETTEVILLE NC 28314 1 08/08/94
00
1829622 05 10/01/94
0
1829622 O 09/01/09
0
1416382 447/447 F 375,000.00
ZZ
MCBRIDE JOANNE M 180 368,244.25
1
5791 SOUTH CHERRY CIRCLE 7.750 3,529.79
54
7.500 3,529.79
695,000.00
LITTLETON CO 80121 1 10/14/94
00
1856975 03 12/01/94
0
1856975 O 11/01/09
0
1416383 447/447 F 250,000.00
ZZ
MCMENAMIN KEVIN P 180 244,671.77
1
745 ROLLING VIEW DRIVE 7.625 2,335.33
77
7.375 2,335.33
328,000.00
ANNAPOLIS MD 21401 1 09/28/94
00
1867844 03 11/01/94
0
1867844 O 10/01/09
0
1416384 447/447 F 325,000.00
ZZ
HERO GREGORY S 180 317,058.46
1
804 GRACE MEADOW COURT 7.625 3,035.93
53
7.375 3,035.93
617,880.00
GREAT FALLS VA 22066 1 08/31/94
00
1873661 03 10/01/94
0
1873661 O 09/01/09
0
1
1416385 447/447 F 207,000.00
ZZ
KORNDER DAVID J 180 203,935.73
1
52 MOUNTAIN LAUREL DRIVE 7.875 1,963.30
58
7.625 1,963.30
356,980.00
LITTLETON CO 80127 1 11/18/94
00
1879085 03 01/01/95
0
1879085 O 12/01/09
0
1416386 447/447 F 226,400.00
ZZ
PETERSEN PETER C 180 216,265.70
1
8290 NW STARVIEW DRIVE 7.875 2,147.30
80
7.625 2,147.30
283,000.00
CORVALLIS OR 97330 1 10/26/94
00
1883332 05 12/01/94
0
1883332 O 11/01/09
0
1416387 447/447 F 429,500.00
ZZ
KHOURY ASSAD S 180 405,188.17
1
11516 GLEN ROAD 6.750 3,800.69
62
6.500 3,800.69
700,000.00
POTOMAC MD 20854 2 01/26/94
00
1885598 05 03/01/94
0
1885598 O 02/01/09
0
1416388 447/447 F 400,000.00
ZZ
SASS GEORGE G 180 391,522.85
1
139 LAYFAYETTE AVENUE 8.875 4,027.38
80
8.625 4,027.38
500,000.00
ANNAPOLIS MD 21401 1 11/22/94
00
1886681 05 01/01/95
0
1886681 O 12/01/09
0
1416389 447/447 F 250,000.00
ZZ
LAUGHLIN PATRICK E 180 243,979.58
1
803 WINDOVER COURT 9.125 2,554.29
65
8.875 2,554.29
390,000.00
GREEN BAY WI 54313 4 01/23/95
00
1886883 05 03/01/95
0
1886883 O 02/01/10
0
1416390 447/447 F 265,000.00
ZZ
DAVIS RICHARD H 180 261,366.15
1
1
2700 RANCH HOUSE ROAD 8.750 2,648.54
80
8.500 2,648.54
333,000.00
WILLOW PARK TX 76087 4 11/21/94
00
1893062 05 01/01/95
0
1893062 O 12/01/09
0
1416391 447/447 F 230,000.00
ZZ
FREDERICK LOREN D 180 226,632.05
1
10907 SOUTH KNOXVILLE AVENUE 8.000 2,198.00
70
7.750 2,198.00
330,000.00
TULSA OK 74137 2 11/21/94
00
1893158 05 01/01/95
0
1893158 O 12/01/09
0
1416392 447/447 F 285,600.00
ZZ
KOOLAEE MOHAMMAD S 180 281,683.65
1
10270 NOLAN DRIVE 8.750 2,854.43
80
8.500 2,854.43
357,000.00
ROCKVILLE MD 20850 1 11/28/94
00
1893608 05 01/01/95
0
1893608 O 12/01/09
0
1416393 447/447 F 269,900.00
ZZ
TROTTER WILLIAM T 180 266,013.84
1
830 EAST CATHEDRAL ROCK DRIVE 8.750 2,697.51
73
8.500 2,697.51
369,725.00
PHOENIX AZ 85048 1 11/07/94
00
1894120 05 01/01/95
0
1894120 O 12/01/09
0
1416394 447/447 F 232,500.00
ZZ
STARNES ALLAN T 180 229,006.60
1
5100 MC ALPINE FARM ROAD 9.250 2,392.88
75
9.000 2,392.88
310,000.00
CHARLOTTE NC 28226 5 12/05/94
00
1896883 05 01/01/95
0
1896883 O 12/01/09
0
1416395 447/447 F 230,000.00
ZZ
HERZOG JR CHARLES P 180 227,458.15
1
9605 SPRING HOLLOW COVE 8.625 2,281.78
59
8.375 2,281.78
390,000.00
GERMANTOWN TN 38139 1 12/16/94
00
1897735 05 02/01/95
0
1
1897735 O 01/01/10
0
1416396 447/447 F 300,000.00
ZZ
MENDENHALL LARRY G 180 295,045.34
1
3105 SOUTH BRADFORD WAY 8.750 2,998.35
70
8.500 2,998.35
431,903.00
EAGLE ID 83616 4 10/21/94
00
1898034 03 12/01/94
0
1898034 O 11/01/09
0
1416397 447/447 F 240,000.00
ZZ
TEN EYCK ROBERT J 180 237,347.62
1
1329 TOWERVIEW ROAD 8.625 2,380.99
80
8.375 2,380.99
300,000.00
EAGAN MN 55121 2 12/06/94
00
1898327 05 02/01/95
0
1898327 O 01/01/10
0
1416398 447/447 F 357,000.00
ZZ
STASIO AUGUST M 180 353,010.74
1
3448 ROCKWAY AVENUE 8.500 3,515.53
56
8.250 3,515.53
640,000.00
ANNAPOLIS MD 21403 2 12/12/94
00
1902254 05 02/01/95
0
1902254 O 01/01/10
0
1416399 447/447 F 341,250.00
ZZ
VALENTINO JOHN J 180 337,925.31
1
6300 EAST HUNTRESS 8.875 3,435.86
70
8.625 3,435.86
487,500.00
PARADISE VALLEY AZ 85253 1 01/10/95
00
1903498 03 03/01/95
0
1903498 O 02/01/10
0
1416400 447/447 F 281,520.00
ZZ
WILE JAMES P 180 278,975.02
1
14062 WILLOW DRIVE 8.750 2,813.65
80
8.500 2,813.65
351,900.00
CLIVE IA 50325 1 01/11/95
00
1903847 05 03/01/95
0
1903847 O 02/01/10
0
1
1416401 447/447 F 250,000.00
ZZ
HASHIMOTO CHRISTINEL 180 245,619.84
1
5112 SOUTH PERRY PARK ROAD 8.875 2,517.12
52
8.625 2,517.12
480,769.00
LARKSPUR CO 80118 4 12/14/94
00
1905161 05 02/01/95
0
1905161 O 01/01/10
0
1416402 447/447 F 244,000.00
ZZ
DOSAL MARGARITAC 180 240,690.83
1
1551 NE 103RD STREET 8.875 2,456.70
71
8.625 2,456.70
345,000.00
MIAMI SHORES FL 33138 1 12/01/94
00
1907488 05 01/01/95
0
1907488 O 12/01/09
0
1416403 447/447 F 295,000.00
ZZ
CARROLL MICHAEL J 180 290,909.99
1
5310 N QUAIL SUMMIT WAY 8.625 2,926.64
68
8.375 2,926.64
434,500.00
BOISE ID 83703 1 11/04/94
00
1908165 03 01/01/95
0
1908165 O 12/01/09
0
1416404 447/447 F 220,000.00
ZZ
BASDEN G K 180 217,568.62
1
3220 SOUTH DELAWARE PLACE 8.625 2,182.58
79
8.375 2,182.58
280,000.00
TULSA OK 74105 1 12/05/94
00
1910850 05 02/01/95
0
1910850 O 01/01/10
0
1416405 447/447 F 210,000.00
ZZ
ROTH JAMES V 180 207,779.90
1
1200 NICOLLET MALL #408 9.125 2,145.61
80
8.875 2,145.61
263,000.00
MINNEAPOLIS MN 55402 4 12/19/94
00
1913464 06 02/01/95
0
1913464 O 01/01/10
0
1416406 447/447 F 241,600.00
ZZ
TROYER CAROL S 180 238,988.38
1
401 SADDLE RIDGE DRIVE 8.875 2,432.54
80
8.625 2,432.54
302,000.00
1
KNOXVILLE TN 37922 1 12/12/94
00
1915264 05 02/01/95
0
1915264 O 01/01/10
0
1416407 447/447 F 400,000.00
ZZ
WOODLEY THOMAS A 180 394,454.26
1
10611 DONOVAN'S HILL DRIVE 8.625 3,968.32
62
8.375 3,968.32
647,492.00
FAIRFAX STATION VA 22039 1 11/10/94
00
1916575 03 01/01/95
0
1916575 O 12/01/09
0
1416408 447/447 F 232,650.00
ZZ
ROSENDAUL MICHAEL J 180 230,135.11
1
3202 EAST ROCK WREN ROAD 8.875 2,342.43
90
8.625 2,342.43
258,500.00
PHOENIX AZ 85044 1 01/02/95
04
1920285 03 02/01/95
22
1920285 O 01/01/10
0
1416409 447/447 F 220,000.00
ZZ
KOPCHIK JOHN C 180 216,571.99
1
767 OSCEOLA AVENUE 8.625 2,182.58
80
8.375 2,182.58
275,000.00
ST PAUL MN 55105 1 12/01/94
00
1925178 05 01/01/95
0
1925178 O 12/01/09
0
1416410 447/447 F 344,500.00
ZZ
DE BASUDEB 180 339,723.70
1
17327 AVENLEIGH DRIVE 8.625 3,417.72
80
8.375 3,417.72
430,625.00
ASHTON MD 20861 1 11/30/94
00
1934696 03 01/01/95
0
1934696 O 12/01/09
0
1416411 447/447 F 300,000.00
ZZ
DOLAN MICHAEL J 180 296,720.95
1
2701 AYLESFORD DRIVE 8.750 2,998.35
55
8.500 2,998.35
551,500.00
MIDLOTHIAN VA 23113 1 12/13/94
00
1938240 05 02/01/95
0
1938240 O 01/01/10
0
1
1416412 447/447 F 284,000.00
ZZ
ALHA KARI 180 283,274.53
1
16 YORKSHIRE DRIVE 9.375 2,944.22
80
9.125 2,944.22
355,100.00
WASHINGTON NJ 07853 1 03/01/95
00
3004655 05 05/01/95
0
3004655 O 04/01/10
0
1416413 447/447 F 224,000.00
ZZ
HENDERSON MICHAEL D 180 222,784.73
1
6420 SADDLERIDGE ROAD 8.750 2,238.76
80
8.500 2,238.76
280,000.00
ARLINGTON TX 76016 1 02/23/95
00
3010927 05 04/01/95
0
3010927 O 03/01/10
0
1416414 447/447 F 240,000.00
ZZ
SWANSON TOM E 180 239,351.32
1
2231 MIRACLE DRIVE 8.750 2,398.68
64
8.500 2,398.68
375,000.00
CASPER WY 82609 4 03/01/95
00
3011719 05 05/01/95
0
3011719 O 04/01/10
0
1416415 447/447 F 240,000.00
ZZ
D'ADDARIO STEPHEN P 180 235,827.01
1
14017 BOURNEMUTH 8.500 2,363.38
79
8.250 2,363.38
305,000.00
SHELBY TWP MI 48315 1 10/28/94
00
3022861 05 12/01/94
0
3022861 O 11/01/09
0
1416416 447/447 F 222,500.00
ZZ
PAWAR ASHOK A 180 220,199.75
1
37 DEBRA DRIVE 9.375 2,306.65
70
9.125 2,306.65
317,865.00
SOUTH BRUNSWICK NJ 08810 1 12/30/94
00
3022875 05 02/01/95
0
3022875 O 01/01/10
0
1416417 447/447 F 300,000.00
ZZ
FAIRMAN RONALD M 180 297,603.71
1
1
217 GLENN ROAD 9.000 3,042.80
57
8.750 3,042.80
535,000.00
ARDMORE PA 19003 1 01/20/95
00
3022884 05 03/01/95
0
3022884 O 02/01/10
0
1416418 447/447 F 230,450.00
ZZ
SUNG KEVIN 180 226,396.41
1
5489 CRIMSON CIRCLE 8.500 2,269.34
77
8.250 2,269.34
299,339.00
FREMONT CA 94538 1 10/10/94
00
3022901 05 12/01/94
0
3022901 O 11/01/09
0
1416419 447/447 F 296,000.00
ZZ
EASTERDAY JERRY 180 290,843.73
1
9947 BROADMOOR 8.500 2,914.83
80
8.250 2,914.83
370,000.00
OMAHA NE 68114 1 11/04/94
00
3022938 03 01/01/95
0
3022938 O 12/01/09
0
1416420 447/447 F 216,550.00
ZZ
VIESSELMAN JOHN O 180 213,514.49
1
9283 HOLLISTER STREET 8.500 2,132.46
85
8.250 2,132.46
254,804.00
VENTURA CA 93004 1 11/01/94
14
3022943 05 01/01/95
17
3022943 O 12/01/09
0
1416421 447/447 F 256,800.00
ZZ
FORTUNATO C E 180 252,512.13
1
13839 EAST 133RD DRIVE 8.625 2,547.66
80
8.375 2,547.66
321,000.00
BRIGHTON CO 80601 4 10/21/94
00
3024642 05 12/01/94
0
3024642 O 11/01/09
0
1416422 447/447 F 241,300.00
ZZ
FRANZMAN CRAIG 180 222,646.99
1
232 MARSH ISLAND DRIVE 8.750 2,411.67
95
8.500 2,411.67
254,000.00
CHESAPEAKE VA 23320 1 07/15/94
04
3024946 03 09/01/94
25
1
3024946 O 08/01/09
0
1416423 447/447 F 250,000.00
ZZ
PENTECOST ROBERT E 180 244,454.38
1
6542 WRIGHTSBORO ROAD 8.750 2,498.62
80
8.500 2,498.62
314,000.00
HARLEM GA 30814 2 08/31/94
00
3024950 05 10/01/94
0
3024950 O 09/01/09
0
1416424 447/447 F 345,750.00
ZZ
CAMPBELL JR CHARLES W 180 340,102.17
1
3812 DEERFIELD LANE 8.875 3,481.16
75
8.625 3,481.16
461,000.00
BATON ROUGE LA 70816 5 10/20/94
00
3024954 05 12/01/94
0
3024954 O 11/01/09
0
1416426 447/447 F 258,700.00
ZZ
HERMANN J M 180 249,550.46
1
11720 PINO AVENUE NE 8.375 2,528.60
80
8.125 2,528.60
323,378.00
ALBUQUERQUE NM 87122 1 09/30/94
00
3024991 05 11/01/94
0
3024991 O 10/01/09
0
1416427 447/447 F 246,000.00
ZZ
CRUZ JR ARTURO J 180 241,084.87
1
599 GLENRIDGE ROAD 8.375 2,404.47
79
8.125 2,404.47
312,000.00
KEY BISCAYNE FL 33149 1 09/23/94
00
3024995 05 11/01/94
0
3024995 O 10/01/09
0
1416428 447/447 F 330,000.00
ZZ
LEVITEN DANIEL A 180 315,100.27
1
9607 SOTWEED DRIVE 6.250 2,829.50
45
6.000 2,829.50
740,000.00
POTOMAC MD 20854 2 03/16/94
00
3025009 05 05/01/94
0
3025009 O 04/01/09
0
1
1416430 447/447 F 110,600.00
ZZ
BIECK WILLIAM H 180 106,050.33
1
405 BROOKHOLLOW DRIVE 8.500 1,089.12
70
8.250 1,089.12
158,000.00
HUNTSVILLE TX 77340 1 09/29/94
00
3025136 03 11/01/94
0
3025136 O 10/01/09
0
1416431 447/447 F 111,900.00
ZZ
CHAMBERS HARRY E 180 110,067.38
1
132 PLANTERRA WAY 8.625 1,110.14
70
8.375 1,110.14
159,900.00
PEACHTREE CITY GA 30269 1 11/17/94
00
3025145 03 01/01/95
0
3025145 O 12/01/09
0
1416432 447/447 F 90,000.00
ZZ
BERGSTROM MICHAEL D 180 89,048.55
1
2701 W PLACITA MESA ALTA 9.125 919.54
60
8.875 919.54
150,085.00
TUCSON AZ 85741 4 12/05/94
00
3025169 05 02/01/95
0
3025169 O 01/01/10
0
1416433 447/447 F 100,000.00
ZZ
SUSINO GAETANO 180 97,716.64
1
793 RINGWOOD AVENUE 9.125 1,021.72
69
8.875 1,021.72
147,000.00
POMPTON LAKES NJ 07442 1 01/13/95
00
3025189 05 03/01/95
0
3025189 O 02/01/10
0
1416434 447/447 F 300,000.00
ZZ
JACKSON DAVID W 180 298,341.76
1
17 CLIFF STREET 8.750 2,998.35
57
8.500 2,998.35
529,000.00
MARBLEHEAD MA 01945 1 03/01/95
00
3028409 05 04/01/95
0
3028409 O 03/01/10
0
1416435 447/447 F 250,000.00
ZZ
YANG SHENQKAE 180 247,327.43
1
11910 NORTH RIVIERA 9.000 2,535.67
65
8.750 2,535.67
385,000.00
1
TUSTIN CA 92680 1 12/01/94
00
3029684 03 02/01/95
0
3029684 O 01/01/10
0
1416436 447/447 F 448,000.00
ZZ
CASTAGNA NEIL J 180 443,103.32
1
4 VINTAGE POINT 8.750 4,477.53
80
8.500 4,477.53
560,000.00
ROGERS AR 72756 2 12/20/94
00
3045519 03 02/01/95
0
3045519 O 01/01/10
0
1416437 447/447 F 280,000.00
ZZ
DAVIDOW DANIEL N 180 276,942.30
1
202 WESTHAM PARKWAY 8.875 2,819.17
68
8.625 2,819.17
415,000.00
RICHMOND VA 23229 2 12/15/94
00
3049257 05 02/01/95
0
3049257 O 01/01/10
0
1416438 447/447 F 390,000.00
T
SILVERBERG DAVID A 180 386,013.04
1
10 RED CARDINAL 9.500 4,072.48
67
9.250 4,072.48
590,000.00
HILTON HEAD ISL SC 29928 1 12/30/94
00
3059412 03 02/01/95
0
3059412 O 01/01/10
0
1416439 447/447 F 506,000.00
ZZ
ORTEZ PHILIP B 180 497,350.15
1
6520 EAST BRONCO DRIVE 9.625 5,322.01
55
9.375 5,322.01
925,000.00
PARADISE VALLEY AZ 85253 2 01/26/95
00
3059687 05 03/01/95
0
3059687 O 02/01/10
0
1416440 447/447 F 346,000.00
ZZ
SCHNIPPEL MARK A 180 343,297.49
1
2826 SOUTH TIOGA WAY 9.250 3,561.01
65
9.000 3,561.01
540,000.00
LAS VEGAS NV 89117 2 01/20/95
00
3064211 05 03/01/95
0
3064211 O 02/01/10
0
1
1416441 447/447 F 215,900.00
ZZ
WERTZ DANIEL J 180 214,175.45
1
5105 N WATERSEDGE AVENUE 9.000 2,189.81
80
8.750 2,189.81
269,900.00
BOISE ID 83703 1 01/24/95
00
3064535 03 03/01/95
0
3064535 O 02/01/10
0
1416442 447/447 F 284,000.00
ZZ
MURPHY WILLIAM P 180 281,756.76
1
1029 KING STABLES CIRCLE 9.125 2,901.67
80
8.875 2,901.67
355,000.00
BIRMINGHAM AL 35242 1 02/01/95
00
3064924 03 03/01/95
0
3064924 O 02/01/10
0
1416605 A52/728 F 246,400.00
ZZ
SCHRADER KATHRYN M 180 246,400.00
1
320 HURSTBOURNE LANE 8.125 2,372.54
70
7.875 2,372.54
352,000.00
DULUTH GA 30136 1 04/28/95
00
0380112384 05 06/01/95
0
107656 O 05/01/10
0
1416760 025/025 F 220,800.00
ZZ
ADAIR DARBRA E 180 220,800.00
1
30226 LAURELWOOD LANE 8.125 2,126.04
80
7.875 2,126.04
276,000.00
WESLEY CHAPEL FL 33543 1 04/06/95
00
739779 03 06/01/95
0
739779 O 05/01/10
0
1416769 232/232 F 96,000.00
ZZ
CONNARD, III ADOLPH H 180 95,740.53
1
5555 CLEVELAND HIGHWAY 8.750 959.47
60
8.500 959.47
160,000.00
CLERMONT GA 30527 2 03/30/95
00
159123233 05 05/01/95
0
159123233 O 04/01/10
0
1416780 670/670 F 400,000.00
ZZ
BECKENBACH PETER 180 397,901.67
1
1
72 PHILLIP DRIVE 9.125 4,086.86
89
8.875 4,086.86
450,000.00
PRINCETON NJ 08540 1 02/10/95
11
1034114 05 04/01/95
20
1034114 O 03/01/10
0
1416783 670/670 F 382,500.00
ZZ
MIREMADI KAMRAN 180 381,489.18
1
11775 BRAGDON WOODS ROAD 9.000 3,879.57
90
8.750 3,879.57
425,000.00
CLARKSVILLE MD 21029 1 03/24/95
01
1099340 05 05/01/95
20
1099340 O 04/01/10
0
1416785 670/670 F 500,000.00
ZZ
TISA LEE 180 494,631.06
1
37482 N FOXHILL DRIVE 8.950 5,056.48
61
8.700 5,056.48
820,000.00
WADSWORTH IL 60044 1 12/09/94
00
1236296 05 02/01/95
0
1236296 O 01/01/10
0
1416786 670/670 F 476,000.00
ZZ
HILL SAMUEL 180 470,622.16
1
654 PINE STREET 8.375 4,652.55
80
8.125 4,652.55
595,000.00
WINNETKA IL 60093 1 12/30/94
00
1236342 05 02/01/95
0
1236342 O 01/01/10
0
1416788 670/670 F 950,000.00
ZZ
SIMPSON SANDRA 180 939,844.30
1
2 WILLOWICK CIRCLE 9.000 9,635.54
74
8.750 9,635.54
1,300,000.00
HOUSTON TX 77024 1 12/27/94
00
1364472 05 02/01/95
0
1364472 O 01/01/10
0
1416789 670/670 F 324,000.00
ZZ
DEMME EDWARD 180 322,319.37
22
165 PERRY STREET APT #1-C 9.250 3,334.59
80
9.000 3,334.59
405,000.00
NEW YORK NY 10014 1 02/24/95
00
1368575 11 04/01/95
0
1
1368575 O 03/01/10
0
1416791 670/670 F 230,000.00
ZZ
BURGER DAVID 180 228,752.15
1
9021 WICKFORD DRIVE 8.750 2,298.74
75
8.500 2,298.74
310,000.00
HOUSTON TX 77024 1 02/16/95
00
1384066 05 04/01/95
0
1384066 O 03/01/10
0
1416792 670/670 F 360,000.00
ZZ
FLEMING ROBERT 180 353,113.73
1
47 BOURNDALE ROAD NORTH 8.875 3,624.64
80
8.625 3,624.64
450,000.00
MANHASSET NY 11030 2 09/28/94
00
1389025 05 11/01/94
0
1389025 O 10/01/09
0
1416793 670/670 F 449,200.00
ZZ
LIBERATORE CARMINE 180 444,503.82
1
5 LONGLEDGE DRIVE 9.250 4,623.14
80
9.000 4,623.14
561,600.00
RYE BROOK NY 10573 1 12/30/94
00
1492896 03 02/01/95
0
1492896 O 01/01/10
0
1416794 670/670 F 211,000.00
ZZ
JAQUETH JOHN A 180 209,218.32
1
36041 ASHBY FARM CIRCLE 8.375 2,062.37
86
8.125 2,062.37
247,000.00
PURCELLVILLE VA 22132 1 02/02/95
12
1627961 05 03/01/95
25
1627961 O 02/01/10
0
1416795 670/670 F 265,000.00
T
RYAN MARK X 180 263,594.13
1
5 PILGRIM ROAD 9.000 2,687.81
71
8.750 2,687.81
375,000.00
HARWICHPORT MA 02646 1 03/01/95
00
2010241 05 04/01/95
0
2010241 O 03/01/10
0
1
1416797 670/670 F 300,000.00
ZZ
KRUMHOLZ MICHAEL P 180 298,390.49
1
221 BAYBERRY LANE 8.875 3,020.54
65
8.625 3,020.54
462,500.00
WESTPORT CT 06880 1 02/14/95
00
2298341 05 04/01/95
0
2298341 O 03/01/10
0
1416798 670/670 F 361,900.00
ZZ
MCKUNE KENNETH R 180 355,760.06
1
5915 FRAZIER LANE 8.625 3,590.34
70
8.375 3,590.34
517,000.00
MCLEAN VA 22101 1 02/17/95
00
2310911 05 04/01/95
0
2310911 O 03/01/10
0
1416799 670/670 F 260,000.00
ZZ
YOUNG CHRISTOPHL 180 257,946.30
1
828 HUNTERS HILL TRACE 9.125 2,656.47
45
8.875 2,656.47
580,000.00
OLD HICKORY TN 37138 2 01/31/95
00
2360136 03 03/01/95
0
2360136 O 02/01/10
0
1416800 670/670 F 285,000.00
ZZ
WANG WILLIAM C 180 284,271.97
1
200 KINGS ROAD 9.375 2,954.59
78
9.125 2,954.59
369,000.00
MADISON NJ 07940 1 03/10/95
00
2370085 05 05/01/95
0
2370085 O 04/01/10
0
1416801 670/670 F 350,000.00
ZZ
FAZZOLARE FRANK 180 348,184.51
1
11924 BARRANCA ROAD 9.250 3,602.18
43
9.000 3,602.18
830,000.00
CAMARILLO CA 93012 2 02/01/95
00
2399831 05 04/01/95
0
2399831 O 03/01/10
0
1416802 670/670 F 220,400.00
ZZ
MAHER KEVIN 180 219,824.09
1
3730 N HERMITAGE 9.125 2,251.87
80
8.875 2,251.87
275,500.00
1
CHICAGO IL 60613 1 03/29/95
00
2868903 05 05/01/95
0
2868903 O 04/01/10
0
1416804 670/670 F 280,000.00
ZZ
TAMMARO NANCY 180 279,260.05
1
49963 FULLER COURT 9.000 2,839.95
80
8.750 2,839.95
350,000.00
PLYMOUTH TOWNSH MI 48170 1 03/17/95
00
2873443 03 05/01/95
0
2873443 O 04/01/10
0
1416805 670/670 F 200,000.00
ZZ
KILLNER MARTA 180 198,484.96
1
1440 W WRIGHTWOOD 9.590 2,099.33
54
9.340 2,099.33
371,000.00
CHICAGO IL 60614 1 01/06/95
00
2938600 01 03/01/95
0
2938600 O 02/01/10
0
1416807 670/670 F 317,050.00
ZZ
PETERSON ROBERT 180 314,628.71
1
6018 CORAL RIDGE ROAD 9.500 3,310.72
60
9.250 3,310.72
535,000.00
HOUSTON TX 77069 2 01/06/95
00
2947340 03 03/01/95
0
2947340 O 02/01/10
0
1416808 670/670 F 200,000.00
ZZ
COKINOS GREGORY 180 198,880.54
1
14 HEDWIG CIRCLE 8.400 1,957.78
44
8.150 1,957.78
465,000.00
HOUSTON TX 77024 2 02/24/95
00
2947897 03 04/01/95
0
2947897 O 03/01/10
0
1416810 670/670 F 328,000.00
ZZ
SHEPARD ALEXANDERD 180 326,220.47
1
855 BALFOUR 8.750 3,278.20
80
8.500 3,278.20
410,000.00
GROSSE POINTE P MI 48236 1 02/23/95
00
2951631 05 04/01/95
0
2951631 O 03/01/10
0
1
1416812 670/670 F 140,000.00
ZZ
SNIDERMAN GERALD 180 114,613.03
1
26825 YORK 8.500 1,378.64
56
8.250 1,378.64
250,000.00
HUNTINGTON WOOD MI 48070 2 03/27/95
00
2951711 05 05/01/95
0
2951711 O 04/01/10
0
1416813 670/670 F 200,000.00
ZZ
LIU CHANG-HSI 180 198,456.69
1
530 WEST ORANGE GROVE AVENUE 9.385 2,074.60
31
9.135 2,074.60
660,000.00
ARCADIA CA 91006 1 01/12/95
00
2953838 05 03/01/95
0
2953838 O 02/01/10
0
1416814 670/670 F 310,621.00
ZZ
HENDRIX PHILIP E 180 308,995.18
1
6215 RIVER CHASE CIRCLE 9.150 3,178.31
75
8.900 3,178.31
414,162.00
ATLANTA GA 30328 1 02/15/95
00
2954249 05 04/01/95
0
2954249 O 03/01/10
0
1416815 670/670 F 600,000.00
ZZ
HASSEBROEK JERRY C 180 598,356.33
1
3167 CHATHAM ROAD NW 8.600 5,943.67
59
8.350 5,943.67
1,030,000.00
ATLANTA GA 30305 2 03/14/95
00
2954303 05 05/01/95
0
2954303 O 04/01/10
0
1416816 670/670 F 106,200.00
ZZ
MCGRAW SHEILA K 180 105,350.96
1
5901 E KELTON LANE 8.990 1,076.52
69
8.740 1,076.52
154,000.00
PHOENIX AZ 85254 1 01/03/95
00
2954567 05 03/01/95
0
2954567 O 02/01/10
0
1416821 670/670 F 500,000.00
ZZ
AGARWAL ARVIND 180 497,377.05
1
1
30 FIELDSTONE COURT 9.125 5,108.59
66
8.875 5,108.59
760,000.00
NEW CITY NY 10956 2 02/21/95
00
2960125 05 04/01/95
0
2960125 O 03/01/10
0
1416822 670/670 F 640,000.00
ZZ
MUZINICH GEORGE 180 640,000.00
1
CLIFF ROAD 8.375 6,255.53
80
8.125 6,255.53
800,000.00
TUXEDO PARK NY 10987 1 04/17/95
00
2960362 05 06/01/95
0
2960362 O 05/01/10
0
1416823 670/670 F 600,000.00
ZZ
MCCARTHY J 180 592,128.79
1
1040 N BUNDY DRIVE 9.250 6,175.16
48
9.000 6,175.16
1,260,000.00
LOS ANGELES CA 90049 1 11/29/94
00
2960915 05 01/01/95
0
2960915 O 12/01/09
0
1416825 670/670 F 286,095.00
ZZ
ALOFSIN ANTHONY 180 284,574.48
1
2207 CAMINO ALTO 8.980 2,898.37
63
8.730 2,898.37
461,095.00
AUSTIN TX 78746 1 02/21/95
00
2961393 05 04/01/95
0
2961393 O 03/01/10
0
1416830 670/670 F 223,250.00
ZZ
LEARY DANIEL L 180 222,657.35
1
161 ASHBURNHAM ROAD 8.950 2,257.72
73
8.700 2,257.72
310,000.00
NEW IPSWICH NH 03071 1 03/15/95
00
2965020 05 05/01/95
0
2965020 O 04/01/10
0
1416833 670/670 F 359,000.00
ZZ
GOLDBERG DAVID N 180 358,024.00
1
821 TURNBRIDGE ROAD 8.685 3,574.26
63
8.435 3,574.26
574,000.00
WAYNE PA 19087 1 03/03/95
00
2966034 05 05/01/95
0
1
2966034 O 04/01/10
0
1416838 670/670 F 328,800.00
ZZ
LEUNG TIN-SANG 180 326,023.63
1
313 SIVERLAKE COURT 8.375 3,213.78
80
8.125 3,213.78
411,027.00
MILPITAS CA 95035 1 01/09/95
00
29793 03 03/01/95
0
29793 O 02/01/10
0
1416839 670/670 F 350,000.00
ZZ
HEPBURN DAVID A 180 350,000.00
1
5262 E FANFOL DRIVE 8.375 3,420.99
75
8.125 3,420.99
470,000.00
PARADISE VALLEY AZ 85253 2 04/06/95
00
30009251 05 06/01/95
0
30009251 O 05/01/10
0
1416840 670/670 F 500,000.00
ZZ
ROLLINS LUTHER C 180 491,559.57
1
278 BROWN INDUSTRIAL PARKWAY 8.500 4,923.70
77
8.250 4,923.70
657,500.00
CANTON GA 30114 1 10/31/94
00
3108953 05 12/01/94
0
3108953 O 11/01/09
0
1416841 670/670 F 650,000.00
ZZ
SOLTZ MARK A 180 648,262.80
1
11 SENECA TRAIL 8.875 6,544.49
77
8.625 6,544.49
850,000.00
HARRISON NY 10528 1 03/20/95
00
3204995 05 05/01/95
0
3204995 O 04/01/10
0
1416844 670/670 F 550,000.00
ZZ
BANSAL RADHEY S 180 545,609.88
1
2607 EAGLE CREST DRIVE 8.750 5,496.97
71
8.500 5,496.97
780,850.00
BAKERSFIELD CA 93311 1 02/01/95
00
33847 03 04/01/95
0
33847 O 03/01/10
0
1
1416847 670/670 F 700,000.00
ZZ
SANTASPIRT JOHN S 180 696,482.22
1
505 N STANWICK ROAD 9.600 7,351.88
80
9.350 7,351.88
875,000.00
MOORESTOWN NJ 08057 5 02/23/95
00
344443 03 04/01/95
0
344443 O 03/01/10
0
1416849 670/670 F 425,000.00
ZZ
ZEBAIDA EDWARD 180 422,683.89
1
509 PINEHURST COURT 8.700 4,235.12
61
8.450 4,235.12
705,000.00
NORTH HILLS NY 11576 1 02/28/95
00
443204 03 04/01/95
0
443204 O 03/01/10
0
1416850 670/670 F 280,000.00
ZZ
HOFFMAN ERMA 180 279,227.09
1
3427 FREDERICK STREET 8.515 2,759.74
80
8.265 2,759.74
350,000.00
OCEANSIDE NY 11572 1 03/07/95
00
443212 05 05/01/95
0
443212 O 04/01/10
0
1416851 670/670 F 500,000.00
ZZ
BERLLY GARY F 180 498,609.91
1
40 THE BIRCHES 8.435 4,904.67
67
8.185 4,904.67
748,000.00
ROSLYN ESTATES NY 11576 1 03/31/95
00
443263 05 05/01/95
0
443263 O 04/01/10
0
1416852 670/670 F 500,000.00
T
REARDON JOHN J 180 500,000.00
1
920 CEDAR POINT ROAD EAST 8.700 4,982.50
80
8.450 4,982.50
625,000.00
SOUTHOLD NY 11791 1 04/21/95
00
443328 05 06/01/95
0
443328 O 05/01/10
0
1416853 670/670 F 500,000.00
ZZ
BEYER STEPHEN M 180 500,000.00
1
151 BACON ROAD 8.510 4,926.63
54
8.260 4,926.63
930,000.00
1
OLD WESTBURY NY 11568 1 04/26/95
00
443352 05 06/01/95
0
443352 O 05/01/10
0
1416854 670/670 F 625,000.00
ZZ
JANULIS THEODORE 180 620,105.14
69
1075 PARK AVENUE 9.220 6,421.23
50
8.970 6,421.23
1,250,000.00
NEW YORK NY 10128 1 01/30/95
00
445096 11 03/01/95
0
445096 O 02/01/10
0
1416855 670/670 F 300,000.00
ZZ
LEVENSON ESTHER 180 299,185.50
1
201 WEST 72ND ST 11A 8.700 2,989.50
49
8.450 2,989.50
615,000.00
NEW YORK NY 10023 1 03/31/95
00
445517 08 05/01/95
0
445517 O 04/01/10
0
1416856 670/670 F 357,500.00
ZZ
REED PETER S 180 356,544.54
115
180 EAST 79TH STREET 6G 8.875 3,599.47
50
8.625 3,599.47
715,000.00
NEW YORK NY 10021 1 03/28/95
00
445681 13 05/01/95
0
445681 O 04/01/10
0
1416858 670/670 F 485,000.00
ZZ
HARRISON ROBERT S 180 483,694.42
46
520 E 86TH STREET 4C 8.795 4,860.23
50
8.545 4,860.23
970,000.00
NEW YORK NY 10028 1 03/06/95
00
445754 14 05/01/95
0
445754 O 04/01/10
0
1416859 670/670 F 605,000.00
ZZ
GRANT RICHARD W 180 605,000.00
1
6299 SW MERIDIAN WAY 8.625 6,002.09
71
8.375 6,002.09
855,000.00
TUALATIN OR 97062 1 04/10/95
00
447421 05 06/01/95
0
447421 O 05/01/10
0
1
1416860 670/670 F 116,639.71
T
WINCHELL JEAN R 180 113,787.01
1
4 HIGH DRIVE 9.000 1,183.04
59
8.750 1,183.04
200,000.00
HUNT TX 78024 2 12/20/94
00
475874 05 02/01/95
0
475874 O 01/01/10
0
1416861 670/670 F 250,000.00
ZZ
HENICK WILLIAM P 180 248,007.55
1
12 VALLEY VIEW DRIVE 9.025 2,539.39
51
8.775 2,539.39
494,710.00
NEWTOWN PA 18940 1 01/27/95
00
478091 05 03/01/95
0
478091 O 02/01/10
0
1416862 670/670 F 720,000.00
T
LESICKI RONALD P 180 718,062.69
1
95 E 15TH STREET 8.800 7,217.31
62
8.550 7,217.31
1,175,000.00
AVALON NJ 08202 1 03/15/95
00
478172 05 05/01/95
0
478172 O 04/01/10
0
1416865 670/670 F 203,150.00
ZZ
MONCLA BERNARD J 180 203,150.00
1
945 FIELD CLUB ROAD 8.550 2,006.46
51
8.300 2,006.46
399,000.00
PITTSBURGH PA 15238 1 04/04/95
00
4852877 05 06/01/95
0
4852877 O 05/01/10
0
1416866 670/670 F 150,000.00
T
CONNOR DAVID J 180 148,696.25
1
565 BRONCO COURT 8.840 1,507.16
49
8.590 1,507.16
310,000.00
INCLINE VILLAGE NV 89451 1 02/07/95
00
4853652 05 04/01/95
0
4853652 O 03/01/10
0
1416867 670/670 F 250,000.00
ZZ
VICTOR II ARTHUR 180 248,077.83
1
1
3751 S GILPIN STREET 9.425 2,599.26
30
9.175 2,599.26
850,000.00
CHERRY HILLS VI CO 80110 1 01/06/95
00
4862112 05 03/01/95
0
4862112 O 02/01/10
0
1416868 670/670 F 300,000.00
T
UBER R B 180 299,207.20
1
11 BUCKINGHAM AVENUE 9.000 3,042.80
61
8.750 3,042.80
492,500.00
HARVEY CEDARS NJ 08008 1 03/24/95
00
4864654 05 05/01/95
0
4864654 O 04/01/10
0
1416869 670/670 F 512,000.00
ZZ
GARDNER MICHAEL 180 512,000.00
1
4100 KIAORO STREET 8.625 5,079.46
80
8.375 5,079.46
640,000.00
COCONUT GROVE FL 33133 1 04/10/95
00
4864778 05 06/01/95
0
4864778 O 05/01/10
0
1416870 670/670 F 135,000.00
T
POUR PARVIZ M 180 134,626.85
1
916 E HOPKINS AVENUE #302 8.500 1,329.40
39
8.250 1,329.40
350,000.00
ASPEN CO 81611 2 03/27/95
00
4866410 01 05/01/95
0
4866410 O 04/01/10
0
1416872 670/670 F 1,000,000.00
ZZ
KAUFMANN ROY L 180 992,311.31
1
4116 SHOREHAM BEACH 9.425 10,397.04
65
9.175 10,397.04
1,550,000.00
MAYO MD 21106 2 01/09/95
00
4868803 05 03/01/95
0
4868803 O 02/01/10
0
1416873 670/670 F 200,000.00
ZZ
LAPINSKI ANDREW 180 196,394.53
1
1681 CALLE DE ANDLUC 8.875 2,013.69
40
8.625 2,013.69
500,000.00
LA JOLLA CA 92037 1 01/12/95
00
4869702 05 03/01/95
0
1
4869702 O 02/01/10
0
1416874 670/670 F 344,000.00
ZZ
MANNELLA RANDALL G 180 343,041.05
1
22 GARDEN STREET 8.405 3,368.38
80
8.155 3,368.38
430,000.00
BOSTON MA 02110 1 03/30/95
00
502898 05 05/01/95
0
502898 O 04/01/10
0
1416876 670/670 F 200,000.00
ZZ
RUTGERS JR NICHOLAS G 180 200,000.00
1
5400 NASSAU CIRCLE EAST 8.400 1,957.78
37
8.150 1,957.78
555,000.00
CHERRY HILLS VI CO 80110 1 04/18/95
00
507407 05 06/01/95
0
507407 O 05/01/10
0
1416877 670/670 F 250,000.00
ZZ
CORSON MAURICE S 180 248,717.79
101
120 E 81ST STREET APT 11-B 9.375 2,591.74
50
9.125 2,591.74
500,000.00
NEW YORK NY 10028 1 02/03/95
00
5096294 12 04/01/95
0
5096294 O 03/01/10
0
1416878 670/670 F 275,000.00
ZZ
GORTHEY KEMP 180 275,000.00
1
875 LIVE OAK RIDGE 8.500 2,708.04
78
8.250 2,708.04
356,250.00
AUSTIN TX 78746 1 04/14/95
00
519910 05 06/01/95
0
519910 O 05/01/10
0
1416880 670/670 F 280,000.00
ZZ
BELT MELANIE W 180 280,000.00
1
3413 HAYNIE AVENUE 8.750 2,798.46
58
8.500 2,798.46
487,000.00
DALLAS TX 75205 1 04/14/95
00
526801 05 06/01/95
0
526801 O 05/01/10
0
1
1416882 670/670 F 220,000.00
ZZ
MCSHANE THOMAS M 180 219,412.02
1
7 HERITAGE HILLS CT. 8.875 2,215.06
64
8.625 2,215.06
349,150.00
SKILLMAN NJ 08558 1 03/23/95
00
5399343 03 05/01/95
0
5399343 O 04/01/10
0
1416883 670/670 F 265,000.00
ZZ
D'ANGELO MICHAEL J 180 264,323.06
1
56 FAYETTE ROAD 9.375 2,747.25
73
9.125 2,747.25
365,000.00
SCARSDALE NY 10583 1 03/03/95
00
560642 05 05/01/95
0
560642 O 04/01/10
0
1416886 670/670 F 500,000.00
ZZ
SELLITTI VINCENT A 180 488,665.72
1
1648 NEW SCOTLAND AVENUE 8.500 4,923.70
69
8.250 4,923.70
730,000.00
SLINGERLANDS NY 12159 2 08/31/94
00
6089453 05 10/01/94
0
6089453 O 09/01/09
0
1416888 670/670 F 373,450.00
T
FRANSON WALLACE D 180 368,329.02
1
147 SOUTH AVENIDA DE PALMAS 8.750 3,732.44
80
8.500 3,732.44
466,823.00
TUCSON AZ 85716 1 11/01/94
00
680401 05 01/01/95
0
680401 O 12/01/09
0
1416889 670/670 F 242,250.00
ZZ
TURNER MERLE C 180 238,302.65
1
862 NORTH BUTTE AVENUE 8.875 2,439.08
95
8.625 2,439.08
255,000.00
CHANDLER AZ 85226 1 11/07/94
04
682250 03 01/01/95
30
682250 O 12/01/09
0
1416892 670/670 F 235,000.00
ZZ
JACOX ADA K 180 233,725.03
1
1205 WATERVALE COURT 8.750 2,348.71
44
8.500 2,348.71
540,000.00
1
PASADENA MD 21122 2 02/07/95
00
701343 03 04/01/95
0
701343 O 03/01/10
0
1416893 670/670 F 599,950.00
ZZ
RYAN JOHN L 180 593,885.27
1
161 COUNTY ROAD EAST 9.625 6,310.16
73
9.359 6,310.16
825,000.00
COLTS NECK NJ 07722 2 12/13/94
00
705802 05 02/01/95
0
705802 O 01/01/10
0
1416894 670/670 F 450,000.00
ZZ
CRANE EDWARD 180 446,365.22
1
417 E RAVINE ROAD 8.875 4,530.80
58
8.625 4,530.80
776,400.00
HINSDALE IL 60521 1 01/09/95
00
714160 05 03/01/95
0
714160 O 02/01/10
0
1416895 670/670 F 325,000.00
ZZ
PAYTON ALAN 180 321,447.71
1
5690 CAMINO DE BRYANT 8.750 3,248.21
57
8.500 3,248.21
579,253.00
YORBA LINDA CA 92687 1 12/27/94
00
715913 05 02/01/95
0
715913 O 01/01/10
0
1416896 670/670 F 274,500.00
ZZ
GRIFFITHS JOHN 180 269,191.51
1
6225 N PARK STREEET 8.750 2,743.49
90
8.500 2,743.49
305,000.00
LAS VEGAS NV 89129 4 09/15/94
04
716375 05 11/01/94
17
716375 O 10/01/09
0
1416897 670/670 F 476,000.00
T
CUTLER LOUISE 180 472,112.14
1
9 NORTH BEACH VILLA 8.750 4,757.38
80
8.500 4,757.38
595,000.00
GEORGETOWN SC 29442 1 01/27/95
00
753076 01 03/01/95
0
753076 O 02/01/10
0
1
1416898 670/670 F 840,000.00
ZZ
MAJETICH, JR. NICK 180 833,439.02
1
3520 AUTUMN POINT LANE 9.250 8,645.22
70
9.000 8,645.22
1,200,000.00
CARMICHAEL CA 95608 4 01/06/95
00
761877 05 03/01/95
0
761877 O 02/01/10
0
1416899 670/670 F 230,000.00
ZZ
HUNTER WILLIAM 180 229,378.34
1
200 C C CAMP ROAD 8.750 2,298.74
57
8.500 2,298.74
405,000.00
NORRIS TN 37828 1 03/30/95
00
780919 05 05/01/95
0
780919 O 04/01/10
0
1416900 670/670 F 375,000.00
ZZ
TOMA JOSEPH G 180 373,010.57
1
31061 MARBELLA VISTA 9.000 3,803.50
45
8.750 3,803.50
840,000.00
SAN JUAN CAPIST CA 92675 2 02/15/95
00
7901747 03 04/01/95
0
7901747 O 03/01/10
0
1416901 670/670 F 244,000.00
ZZ
GILBERTSON DAVID 180 242,748.55
1
7550 EAST ROY ROGERS 9.375 2,529.54
80
9.125 2,529.54
305,000.00
SCOTTSDALE AZ 85262 2 02/24/95
00
7909071 05 04/01/95
0
7909071 O 03/01/10
0
1416902 670/670 F 250,000.00
T
HOWELL SUSAN 180 248,658.76
1
407 NORTH BREAKERS POINT DR 8.875 2,517.11
80
8.625 2,517.11
315,000.00
CANNON BEACH OR 97110 1 02/22/95
00
7920911 01 04/01/95
0
7920911 O 03/01/10
0
1416903 670/670 F 280,000.00
ZZ
SCHALLER ROBERT N 180 278,514.55
1
1
1532 YORK PLACE 9.000 2,839.95
80
8.750 2,839.95
350,000.00
BURLINGTON NC 27215 1 02/23/95
00
7925891 05 04/01/95
0
7925891 O 03/01/10
0
1416904 670/670 F 400,000.00
ZZ
PARRIS JEFFREY A 180 398,942.93
1
17 CHERRY HILLS LANE 9.000 4,057.07
42
8.750 4,057.07
975,000.00
NEWPORT BEACH CA 92660 2 03/09/95
00
7933541 03 05/01/95
0
7933541 O 04/01/10
0
1416905 670/670 F 275,600.00
ZZ
GRISWOLD PHILLIP S 180 274,071.04
1
6539 EAST ST GERMAIN CIRCLE 8.500 2,713.95
80
8.250 2,713.95
344,500.00
ORANGE CA 92669 1 02/17/95
00
8164622 03 04/01/95
0
8164622 O 03/01/10
0
1416906 670/670 F 250,000.00
ZZ
STAHL FRANK 180 249,316.67
1
17090 BROKEN BOW COURT 8.625 2,480.21
43
8.375 2,480.21
595,000.00
SAN DIEGO CA 92127 2 03/06/95
00
8305528 03 05/01/95
0
8305528 O 04/01/10
0
1416907 670/670 F 360,000.00
T
RIORDAN JOHN E 180 352,014.27
1
1501 FOX HILL ROAD 8.750 3,598.02
80
8.500 3,598.02
450,000.00
FLAGSTAFF AZ 86004 1 08/31/94
00
8355932 05 10/01/94
0
8355932 O 09/01/09
0
1416908 670/670 F 315,000.00
ZZ
BICKLEY J B 180 315,000.00
1
600 CHAGRIN RIVER ROAD 8.875 3,171.56
90
8.625 3,171.56
350,000.00
GATES MILLS OH 44040 1 04/03/95
10
8528527 05 06/01/95
25
1
8528527 O 05/01/10
0
1416909 670/670 F 335,000.00
ZZ
MCCAMMON JAMES A 180 335,000.00
1
8750 GLENWICK LANE 8.500 3,298.88
53
8.250 3,298.88
635,000.00
LA JOLLA AREA CA 92037 1 04/03/95
00
8531293 05 06/01/95
0
8531293 O 05/01/10
0
1416910 670/670 F 992,000.00
ZZ
MACKEY THOMAS B 180 989,318.80
1
17071 SOBRE LOS CERROS 8.750 9,914.53
80
8.500 9,914.53
1,240,000.00
RANCHO SANTA FE CA 92067 1 03/15/95
00
8611131 05 05/01/95
0
8611131 O 04/01/10
0
1416911 670/670 F 616,000.00
ZZ
WAGNER LINDSAY 180 614,297.33
1
1111 FISKE STREET 8.500 6,066.00
80
8.250 6,066.00
770,000.00
PACIFIC PALISAD CA 90272 1 03/21/95
00
8613141 05 05/01/95
0
8613141 O 04/01/10
0
1416913 670/670 F 225,000.00
ZZ
WHITTED BROOKE R 180 223,281.69
1
1660 SUNSET RIDGE 9.500 2,349.51
28
9.250 2,349.51
810,000.00
NORTHBROOK IL 60062 2 01/06/95
00
8826617 05 03/01/95
0
8826617 O 02/01/10
0
1416914 670/670 F 254,400.00
ZZ
SPINELLI REYNALDO A 180 254,400.00
1
105 NORMAN DRIVE 8.625 2,523.86
80
8.375 2,523.86
318,000.00
LAREDO TX 78041 1 04/05/95
00
9006052 05 06/01/95
0
9006052 O 05/01/10
0
1
1416916 670/670 F 272,000.00
ZZ
HOFFERT MARVIN J 180 266,797.02
1
34 SHAW ROAD 8.875 2,738.62
79
8.625 2,738.62
347,000.00
BROOKLINE MA 02167 1 09/26/94
00
905119 05 11/01/94
0
905119 O 10/01/09
0
1416917 670/670 F 272,000.00
ZZ
KULA ZBIGNIEW 180 271,273.05
1
3406 E ACRIDGE DRIVE 8.875 2,738.62
87
8.625 2,738.62
316,000.00
WEST COVINA CA 91791 2 03/23/95
10
9100547 05 05/01/95
17
9100547 O 04/01/10
0
1416918 670/670 F 228,000.00
T
GELFAND HOWARD 180 227,390.64
1
20185 E COUNTRY CLUB DR 8.875 2,295.61
80
#TS-3 8.625 2,295.61
285,000.00
NORTH MIAMI BEA FL 33180 1 03/17/95
00
9590692 06 05/01/95
0
9590692 O 04/01/10
0
1416919 670/670 F 275,000.00
ZZ
GALIS EMIL 180 269,623.51
1
630 S RIDGE ROAD 8.625 2,728.23
73
8.375 2,728.23
380,000.00
COAL CENTER PA 15423 2 09/30/94
00
979562 05 11/01/94
0
979562 O 10/01/09
0
1416920 670/670 F 600,000.00
T
PFISTER THOMAS 180 595,365.95
1
2936 SOLIMAR BEACH DRIV 9.375 6,220.18
75
9.125 6,220.18
800,000.00
VENTURA CA 93001 1 01/11/95
00
9814400 03 03/01/95
0
9814400 O 02/01/10
0
1416921 670/670 F 650,000.00
ZZ
HUF ROGER 180 648,223.35
1
10779 ROCHESTER AVENUE 8.625 6,448.53
77
8.375 6,448.53
850,000.00
1
LOS ANGELES CA 90024 2 03/20/95
00
9815465 05 05/01/95
0
9815465 O 04/01/10
0
1416922 670/670 F 280,000.00
ZZ
CASTILLO MARCOS 180 277,861.68
1
480 TIERRA DEL SOL 9.500 2,923.83
86
9.250 2,923.83
327,500.00
HOLLISTER CA 95023 2 01/24/95
10
9816259 03 03/01/95
20
9816259 O 02/01/10
0
1416924 670/670 F 375,000.00
ZZ
TURNER ROBERT 180 370,855.60
1
1911 ALBANS ROAD 8.625 3,720.31
69
8.375 3,720.31
550,000.00
HOUSTON TX 77005 2 12/28/94
00
987013 05 02/01/95
0
987013 O 01/01/10
0
1417145 670/670 F 380,000.00
T
MARCATO DAVID 180 380,000.00
1
12188 S EAST BIRKDALE RUN 8.750 3,797.91
80
8.500 3,797.91
475,000.00
TEQUESTA FL 33469 1 04/21/95
00
2220610 05 06/01/95
0
2220610 O 05/01/10
0
1417146 670/670 F 396,750.00
ZZ
DEROO CHARLES C 180 396,750.00
1
856 COACHWAY 8.625 3,936.08
78
8.375 3,936.08
510,000.00
ANNAPOLIS MD 21401 2 04/14/95
00
30013607 05 06/01/95
0
30013607 O 05/01/10
0
1417148 670/670 F 320,000.00
ZZ
SCHNARE THOMAS W 180 319,105.56
1
4518 STRATFORD DRIVE 8.375 3,127.77
80
8.125 3,127.77
400,000.00
DOUGLASVILLE GA 30135 2 04/03/95
00
9035991 05 05/01/95
0
9035991 O 04/01/10
0
1
1417149 670/670 F 1,000,000.00
T
SACCHETTI VITO 180 1,000,000.00
1
4301 S OCEAN BLVD 8.750 9,994.49
50
8.500 9,994.49
2,000,000.00
HIGHLAND BEACH FL 33487 1 04/18/95
00
9591761 05 06/01/95
0
9591761 O 05/01/10
0
1417154 267/267 F 305,000.00
ZZ
MCKENNA PATRICK C 180 305,000.00
1
700 RODEO ROAD 8.000 2,914.74
61
7.750 2,914.74
505,000.00
FULLERTON CA 92635 1 04/13/95
00
7321651 05 06/01/95
0
7321651 O 05/01/10
0
1417345 554/554 F 570,000.00
ZZ
HARRIST TERENCE J 180 570,000.00
1
45 HYDE AVENUE 8.250 5,529.80
67
8.000 5,529.80
860,000.00
NEWTON MA 02158 1 04/19/95
00
6808308 05 06/01/95
0
6808308 O 05/01/10
0
1417449 757/757 F 228,750.00
ZZ
SMITH DAVID D 180 228,750.00
1
154 BISCAYNE BOULEVARD 8.625 2,269.39
75
8.375 2,269.39
305,000.00
ISLAMORADA FL 33036 5 03/30/95
00
2489532 05 06/01/95
0
2489532 O 05/01/10
0
1417471 B37/728 F 275,000.00
ZZ
VAN LEE REGINALD 180 275,000.00
1
2201 SUNSET BOULEVARD 8.500 2,708.03
87
8.250 2,708.03
318,000.00
HOUSTON TX 77005 1 04/18/95
10
0380116609 05 06/01/95
25
UNKNOWN O 05/01/10
0
1417506 447/447 F 377,900.00
ZZ
LOU HAWK L 180 376,867.08
1
1
37 ORA WAY 8.625 3,749.07
70
8.375 3,749.07
539,900.00
SAN FRANCISCO CA 94131 1 03/01/95
00
3028034 05 05/01/95
0
3028034 O 04/01/10
0
1417551 506/728 F 250,000.00
T
PAULSEN JR C I 180 250,000.00
1
40280 PASEO VERDE 8.625 2,480.20
77
8.375 2,480.20
325,000.00
RANCHO MIRAGE CA 92270 1 04/21/95
00
0380116328 02 06/01/95
0
070024013 O 05/01/10
0
1417564 025/025 F 250,000.00
ZZ
LAWRENCE SANDRA 180 250,000.00
1
8925 SW 109 TERRACE 8.250 2,425.35
58
8.000 2,425.35
436,000.00
MIAMI FL 33176 1 04/24/95
00
108237 05 06/01/95
0
108237 O 05/01/10
0
1417572 267/267 F 241,000.00
ZZ
SCHULER KATHLEEN A 180 241,000.00
1
900 KINGS ROAD 7.875 2,285.77
33
7.625 2,285.77
735,000.00
NEWPORT BEACH CA 92663 2 04/19/95
00
7318331 05 06/01/95
0
7318331 O 05/01/10
0
1417906 047/047 F 103,500.00
T
BAKER DONALD I 180 103,500.00
1
20 HUNTER HILL ROAD #211 8.625 1,026.81
75
8.375 1,026.81
138,000.00
MT. CRESTED BUT CO 81225 1 04/28/95
00
10880908 01 06/01/95
0
10880908 O 05/01/10
0
1418089 670/670 F 880,000.00
ZZ
SOUTH FRANK 180 880,000.00
1
630 HILLSIDE TERRACE 8.750 8,795.15
80
8.500 8,795.15
1,100,000.00
PASADENA CA 91105 2 04/04/95
00
9033459 05 06/01/95
0
1
9033459 O 05/01/10
0
1418094 670/670 F 384,000.00
T
HARMS DARYL E 180 381,720.00
1
2100 DEER VALLEY DRIVE SOUTH 8.500 3,781.40
80
#10 8.250 3,781.40
480,000.00
PARK CITY UT 84060 1 03/24/95
00
2958953 01 05/01/95
0
2958953 O 04/01/10
0
TOTAL NUMBER OF LOANS : 356
TOTAL ORIGINAL BALANCE : 106,061,374.02
TOTAL PRINCIPAL BALANCE : 104,981,638.99
TOTAL ORIGINAL P+I : 1,060,658.23
TOTAL CURRENT P+I : 1,060,658.23
***************************
* END OF REPORT *
***************************
RUN ON : 05/24/95 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 15.05.04 FIXED PASSTHRU REPORT
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S7
CUTOFF : 05/01/95
POOL : 0004170
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
ORIG RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST STRIP RATE STRIP
- -----------------------------------------------------------------
- --------------
1390282 .2500
219,500.00 .0800
9.0000 .0000
8.7500 .0000
8.0000 .6700
8.0000 .0000
1400780 .2500
248,329.82 .0300
8.7500 .0000
8.5000 .0000
8.0000 .4700
8.0000 .0000
1402636 .2500
188,019.64 .0300
9.2500 .0000
9.0000 .0000
8.0000 .9700
8.0000 .0000
1402847 .2500
562,420.18 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1403106 .2500
128,330.87 .0300
9.2500 .0000
9.0000 .0000
8.0000 .9700
8.0000 .0000
1403144 .2500
259,265.14 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1
1403617 .2500
397,971.54 .0300
9.5000 .0000
9.2500 .0000
8.0000 1.2200
8.0000 .0000
1403630 .2500
299,224.92 .0800
9.2500 .0000
9.0000 .0000
8.0000 .9200
8.0000 .0000
1404518 .2500
86,091.22 .0800
8.3750 .0000
8.1250 .0000
8.0000 .0450
8.0000 .0000
1404842 .2500
268,281.07 .0300
8.8750 .0000
8.6250 .0000
8.0000 .5950
8.0000 .0000
1405289 .2500
598,396.44 .0300
8.8750 .0000
8.6250 .0000
8.0000 .5950
8.0000 .0000
1405291 .2500
448,824.16 .0300
9.1250 .0000
8.8750 .0000
8.0000 .8450
8.0000 .0000
1405415 .2500
319,409.00 .0300
8.5000 .0000
8.2500 .0000
8.0000 .2200
8.0000 .0000
1405522 .2500
244,596.98 .0300
8.7500 .0000
8.5000 .0000
8.0000 .4700
8.0000 .0000
1
1405756 .2500
153,900.00 .0300
9.2500 .0000
9.0000 .0000
8.0000 .9700
8.0000 .0000
1406019 .2500
347,832.25 .0300
8.5000 .0000
8.2500 .0000
8.0000 .2200
8.0000 .0000
1406022 .2500
205,884.72 .0300
8.3750 .0000
8.1250 .0000
8.0000 .0950
8.0000 .0000
1406591 .2500
125,000.00 .0300
8.8750 .0000
8.6250 .0000
8.0000 .5950
8.0000 .0000
1406807 .2500
298,372.39 .0300
8.7500 .0000
8.5000 .0000
8.0000 .4700
8.0000 .0000
1407585 .2500
228,000.00 .0300
8.6250 .0000
8.3750 .0000
8.0000 .3450
8.0000 .0000
1407589 .2500
265,637.81 .0300
9.0000 .0000
8.7500 .0000
8.0000 .7200
8.0000 .0000
1407623 .2500
187,400.00 .0300
8.6250 .0000
8.3750 .0000
8.0000 .3450
8.0000 .0000
1
1407631 .2500
249,056.96 .0300
8.3750 .0000
8.1250 .0000
8.0000 .0950
8.0000 .0000
1407634 .2500
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295,045.34 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1416397 .2500
237,347.62 .0800
8.6250 .0000
8.3750 .0000
8.0000 .2950
8.0000 .0000
1416398 .2500
353,010.74 .0800
8.5000 .0000
8.2500 .0000
8.0000 .1700
8.0000 .0000
1416399 .2500
337,925.31 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1416400 .2500
278,975.02 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1
1416401 .2500
245,619.84 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1416402 .2500
240,690.83 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1416403 .2500
290,909.99 .0800
8.6250 .0000
8.3750 .0000
8.0000 .2950
8.0000 .0000
1416404 .2500
217,568.62 .0800
8.6250 .0000
8.3750 .0000
8.0000 .2950
8.0000 .0000
1416405 .2500
207,779.90 .0800
9.1250 .0000
8.8750 .0000
8.0000 .7950
8.0000 .0000
1416406 .2500
238,988.38 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1416407 .2500
394,454.26 .0800
8.6250 .0000
8.3750 .0000
8.0000 .2950
8.0000 .0000
1416408 .2500
230,135.11 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1
1416409 .2500
216,571.99 .0800
8.6250 .0000
8.3750 .0000
8.0000 .2950
8.0000 .0000
1416410 .2500
339,723.70 .0800
8.6250 .0000
8.3750 .0000
8.0000 .2950
8.0000 .0000
1416411 .2500
296,720.95 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1416412 .2500
283,274.53 .0800
9.3750 .0000
9.1250 .0000
8.0000 1.0450
8.0000 .0000
1416413 .2500
222,784.73 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1416414 .2500
239,351.32 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1416415 .2500
235,827.01 .0800
8.5000 .0000
8.2500 .0000
8.0000 .1700
8.0000 .0000
1416416 .2500
220,199.75 .0800
9.3750 .0000
9.1250 .0000
8.0000 1.0450
8.0000 .0000
1
1416417 .2500
297,603.71 .0800
9.0000 .0000
8.7500 .0000
8.0000 .6700
8.0000 .0000
1416418 .2500
226,396.41 .0800
8.5000 .0000
8.2500 .0000
8.0000 .1700
8.0000 .0000
1416419 .2500
290,843.73 .0800
8.5000 .0000
8.2500 .0000
8.0000 .1700
8.0000 .0000
1416420 .2500
213,514.49 .0800
8.5000 .0000
8.2500 .0000
8.0000 .1700
8.0000 .0000
1416421 .2500
252,512.13 .0800
8.6250 .0000
8.3750 .0000
8.0000 .2950
8.0000 .0000
1416422 .2500
222,646.99 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1416423 .2500
244,454.38 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1416424 .2500
340,102.17 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1
1416426 .2500
249,550.46 .0800
8.3750 .0000
8.1250 .0000
8.0000 .0450
8.0000 .0000
1416427 .2500
241,084.87 .0800
8.3750 .0000
8.1250 .0000
8.0000 .0450
8.0000 .0000
1416428 .2500
315,100.27 .0800
6.2500 .0000
6.0000 .0000
5.9200 .0000
5.9200 .0000
1416430 .2500
106,050.33 .0800
8.5000 .0000
8.2500 .0000
8.0000 .1700
8.0000 .0000
1416431 .2500
110,067.38 .0800
8.6250 .0000
8.3750 .0000
8.0000 .2950
8.0000 .0000
1416432 .2500
89,048.55 .0800
9.1250 .0000
8.8750 .0000
8.0000 .7950
8.0000 .0000
1416433 .2500
97,716.64 .0800
9.1250 .0000
8.8750 .0000
8.0000 .7950
8.0000 .0000
1416434 .2500
298,341.76 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1
1416435 .2500
247,327.43 .0800
9.0000 .0000
8.7500 .0000
8.0000 .6700
8.0000 .0000
1416436 .2500
443,103.32 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1416437 .2500
276,942.30 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1416438 .2500
386,013.04 .0800
9.5000 .0000
9.2500 .0000
8.0000 1.1700
8.0000 .0000
1416439 .2500
497,350.15 .0800
9.6250 .0000
9.3750 .0000
8.0000 1.2950
8.0000 .0000
1416440 .2500
343,297.49 .0800
9.2500 .0000
9.0000 .0000
8.0000 .9200
8.0000 .0000
1416441 .2500
214,175.45 .0800
9.0000 .0000
8.7500 .0000
8.0000 .6700
8.0000 .0000
1416442 .2500
281,756.76 .0800
9.1250 .0000
8.8750 .0000
8.0000 .7950
8.0000 .0000
1
1416605 .2500
246,400.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.8450 .0000
1416760 .2500
220,800.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1416769 .2500
95,740.53 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1416780 .2500
397,901.67 .0800
9.1250 .0000
8.8750 .0000
8.0000 .7950
8.0000 .0000
1416783 .2500
381,489.18 .0800
9.0000 .0000
8.7500 .0000
8.0000 .6700
8.0000 .0000
1416785 .2500
494,631.06 .0800
8.9500 .0000
8.7000 .0000
8.0000 .6200
8.0000 .0000
1416786 .2500
470,622.16 .0800
8.3750 .0000
8.1250 .0000
8.0000 .0450
8.0000 .0000
1416788 .2500
939,844.30 .0800
9.0000 .0000
8.7500 .0000
8.0000 .6700
8.0000 .0000
1
1416789 .2500
322,319.37 .0800
9.2500 .0000
9.0000 .0000
8.0000 .9200
8.0000 .0000
1416791 .2500
228,752.15 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1416792 .2500
353,113.73 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1416793 .2500
444,503.82 .0800
9.2500 .0000
9.0000 .0000
8.0000 .9200
8.0000 .0000
1416794 .2500
209,218.32 .0800
8.3750 .0000
8.1250 .0000
8.0000 .0450
8.0000 .0000
1416795 .2500
263,594.13 .0800
9.0000 .0000
8.7500 .0000
8.0000 .6700
8.0000 .0000
1416797 .2500
298,390.49 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1416798 .2500
355,760.06 .0800
8.6250 .0000
8.3750 .0000
8.0000 .2950
8.0000 .0000
1
1416799 .2500
257,946.30 .0800
9.1250 .0000
8.8750 .0000
8.0000 .7950
8.0000 .0000
1416800 .2500
284,271.97 .0800
9.3750 .0000
9.1250 .0000
8.0000 1.0450
8.0000 .0000
1416801 .2500
348,184.51 .0800
9.2500 .0000
9.0000 .0000
8.0000 .9200
8.0000 .0000
1416802 .2500
219,824.09 .0800
9.1250 .0000
8.8750 .0000
8.0000 .7950
8.0000 .0000
1416804 .2500
279,260.05 .0800
9.0000 .0000
8.7500 .0000
8.0000 .6700
8.0000 .0000
1416805 .2500
198,484.96 .0800
9.5900 .0000
9.3400 .0000
8.0000 1.2600
8.0000 .0000
1416807 .2500
314,628.71 .0800
9.5000 .0000
9.2500 .0000
8.0000 1.1700
8.0000 .0000
1416808 .2500
198,880.54 .0800
8.4000 .0000
8.1500 .0000
8.0000 .0700
8.0000 .0000
1
1416810 .2500
326,220.47 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1416812 .2500
114,613.03 .0800
8.5000 .0000
8.2500 .0000
8.0000 .1700
8.0000 .0000
1416813 .2500
198,456.69 .0800
9.3850 .0000
9.1350 .0000
8.0000 1.0550
8.0000 .0000
1416814 .2500
308,995.18 .0800
9.1500 .0000
8.9000 .0000
8.0000 .8200
8.0000 .0000
1416815 .2500
598,356.33 .0800
8.6000 .0000
8.3500 .0000
8.0000 .2700
8.0000 .0000
1416816 .2500
105,350.96 .0800
8.9900 .0000
8.7400 .0000
8.0000 .6600
8.0000 .0000
1416821 .2500
497,377.05 .0800
9.1250 .0000
8.8750 .0000
8.0000 .7950
8.0000 .0000
1416822 .2500
640,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0000 .0450
8.0000 .0000
1
1416823 .2500
592,128.79 .0800
9.2500 .0000
9.0000 .0000
8.0000 .9200
8.0000 .0000
1416825 .2500
284,574.48 .0800
8.9800 .0000
8.7300 .0000
8.0000 .6500
8.0000 .0000
1416830 .2500
222,657.35 .0800
8.9500 .0000
8.7000 .0000
8.0000 .6200
8.0000 .0000
1416833 .2500
358,024.00 .0800
8.6850 .0000
8.4350 .0000
8.0000 .3550
8.0000 .0000
1416838 .2500
326,023.63 .0800
8.3750 .0000
8.1250 .0000
8.0000 .0450
8.0000 .0000
1416839 .2500
350,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0000 .0450
8.0000 .0000
1416840 .2500
491,559.57 .0800
8.5000 .0000
8.2500 .0000
8.0000 .1700
8.0000 .0000
1416841 .2500
648,262.80 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1
1416844 .2500
545,609.88 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1416847 .2500
696,482.22 .0800
9.6000 .0000
9.3500 .0000
8.0000 1.2700
8.0000 .0000
1416849 .2500
422,683.89 .0800
8.7000 .0000
8.4500 .0000
8.0000 .3700
8.0000 .0000
1416850 .2500
279,227.09 .0800
8.5150 .0000
8.2650 .0000
8.0000 .1850
8.0000 .0000
1416851 .2500
498,609.91 .0800
8.4350 .0000
8.1850 .0000
8.0000 .1050
8.0000 .0000
1416852 .2500
500,000.00 .0800
8.7000 .0000
8.4500 .0000
8.0000 .3700
8.0000 .0000
1416853 .2500
500,000.00 .0800
8.5100 .0000
8.2600 .0000
8.0000 .1800
8.0000 .0000
1416854 .2500
620,105.14 .0800
9.2200 .0000
8.9700 .0000
8.0000 .8900
8.0000 .0000
1
1416855 .2500
299,185.50 .0800
8.7000 .0000
8.4500 .0000
8.0000 .3700
8.0000 .0000
1416856 .2500
356,544.54 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1416858 .2500
483,694.42 .0800
8.7950 .0000
8.5450 .0000
8.0000 .4650
8.0000 .0000
1416859 .2500
605,000.00 .0800
8.6250 .0000
8.3750 .0000
8.0000 .2950
8.0000 .0000
1416860 .2500
113,787.01 .0800
9.0000 .0000
8.7500 .0000
8.0000 .6700
8.0000 .0000
1416861 .2500
248,007.55 .0800
9.0250 .0000
8.7750 .0000
8.0000 .6950
8.0000 .0000
1416862 .2500
718,062.69 .0800
8.8000 .0000
8.5500 .0000
8.0000 .4700
8.0000 .0000
1416865 .2500
203,150.00 .0800
8.5500 .0000
8.3000 .0000
8.0000 .2200
8.0000 .0000
1
1416866 .2500
148,696.25 .0800
8.8400 .0000
8.5900 .0000
8.0000 .5100
8.0000 .0000
1416867 .2500
248,077.83 .0800
9.4250 .0000
9.1750 .0000
8.0000 1.0950
8.0000 .0000
1416868 .2500
299,207.20 .0800
9.0000 .0000
8.7500 .0000
8.0000 .6700
8.0000 .0000
1416869 .2500
512,000.00 .0800
8.6250 .0000
8.3750 .0000
8.0000 .2950
8.0000 .0000
1416870 .2500
134,626.85 .0800
8.5000 .0000
8.2500 .0000
8.0000 .1700
8.0000 .0000
1416872 .2500
992,311.31 .0800
9.4250 .0000
9.1750 .0000
8.0000 1.0950
8.0000 .0000
1416873 .2500
196,394.53 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1416874 .2500
343,041.05 .0800
8.4050 .0000
8.1550 .0000
8.0000 .0750
8.0000 .0000
1
1416876 .2500
200,000.00 .0800
8.4000 .0000
8.1500 .0000
8.0000 .0700
8.0000 .0000
1416877 .2500
248,717.79 .0800
9.3750 .0000
9.1250 .0000
8.0000 1.0450
8.0000 .0000
1416878 .2500
275,000.00 .0800
8.5000 .0000
8.2500 .0000
8.0000 .1700
8.0000 .0000
1416880 .2500
280,000.00 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1416882 .2500
219,412.02 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1416883 .2500
264,323.06 .0800
9.3750 .0000
9.1250 .0000
8.0000 1.0450
8.0000 .0000
1416886 .2500
488,665.72 .0800
8.5000 .0000
8.2500 .0000
8.0000 .1700
8.0000 .0000
1416888 .2500
368,329.02 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1
1416889 .2500
238,302.65 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1416892 .2500
233,725.03 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1416893 .2660
593,885.27 .0800
9.6250 .0000
9.3590 .0000
8.0000 1.2790
8.0000 .0000
1416894 .2500
446,365.22 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1416895 .2500
321,447.71 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1416896 .2500
269,191.51 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1416897 .2500
472,112.14 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1416898 .2500
833,439.02 .0800
9.2500 .0000
9.0000 .0000
8.0000 .9200
8.0000 .0000
1
1416899 .2500
229,378.34 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1416900 .2500
373,010.57 .0800
9.0000 .0000
8.7500 .0000
8.0000 .6700
8.0000 .0000
1416901 .2500
242,748.55 .0800
9.3750 .0000
9.1250 .0000
8.0000 1.0450
8.0000 .0000
1416902 .2500
248,658.76 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1416903 .2500
278,514.55 .0800
9.0000 .0000
8.7500 .0000
8.0000 .6700
8.0000 .0000
1416904 .2500
398,942.93 .0800
9.0000 .0000
8.7500 .0000
8.0000 .6700
8.0000 .0000
1416905 .2500
274,071.04 .0800
8.5000 .0000
8.2500 .0000
8.0000 .1700
8.0000 .0000
1416906 .2500
249,316.67 .0800
8.6250 .0000
8.3750 .0000
8.0000 .2950
8.0000 .0000
1
1416907 .2500
352,014.27 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1416908 .2500
315,000.00 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1416909 .2500
335,000.00 .0800
8.5000 .0000
8.2500 .0000
8.0000 .1700
8.0000 .0000
1416910 .2500
989,318.80 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1416911 .2500
614,297.33 .0800
8.5000 .0000
8.2500 .0000
8.0000 .1700
8.0000 .0000
1416913 .2500
223,281.69 .0800
9.5000 .0000
9.2500 .0000
8.0000 1.1700
8.0000 .0000
1416914 .2500
254,400.00 .0800
8.6250 .0000
8.3750 .0000
8.0000 .2950
8.0000 .0000
1416916 .2500
266,797.02 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1
1416917 .2500
271,273.05 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1416918 .2500
227,390.64 .0800
8.8750 .0000
8.6250 .0000
8.0000 .5450
8.0000 .0000
1416919 .2500
269,623.51 .0800
8.6250 .0000
8.3750 .0000
8.0000 .2950
8.0000 .0000
1416920 .2500
595,365.95 .0800
9.3750 .0000
9.1250 .0000
8.0000 1.0450
8.0000 .0000
1416921 .2500
648,223.35 .0800
8.6250 .0000
8.3750 .0000
8.0000 .2950
8.0000 .0000
1416922 .2500
277,861.68 .0800
9.5000 .0000
9.2500 .0000
8.0000 1.1700
8.0000 .0000
1416924 .2500
370,855.60 .0800
8.6250 .0000
8.3750 .0000
8.0000 .2950
8.0000 .0000
1417145 .2500
380,000.00 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1
1417146 .2500
396,750.00 .0800
8.6250 .0000
8.3750 .0000
8.0000 .2950
8.0000 .0000
1417148 .2500
319,105.56 .0800
8.3750 .0000
8.1250 .0000
8.0000 .0450
8.0000 .0000
1417149 .2500
1,000,000.00 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1417154 .2500
305,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
1417345 .2500
570,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1417449 .2500
228,750.00 .0800
8.6250 .0000
8.3750 .0000
8.0000 .2950
8.0000 .0000
1417471 .2500
275,000.00 .0300
8.5000 .0000
8.2500 .0000
8.0000 .2200
8.0000 .0000
1417506 .2500
376,867.08 .0800
8.6250 .0000
8.3750 .0000
8.0000 .2950
8.0000 .0000
1
1417551 .2500
250,000.00 .0300
8.6250 .0000
8.3750 .0000
8.0000 .3450
8.0000 .0000
1417564 .2500
250,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1417572 .2500
241,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5450 .0000
1417906 .2500
103,500.00 .0800
8.6250 .0000
8.3750 .0000
8.0000 .2950
8.0000 .0000
1418089 .2500
880,000.00 .0800
8.7500 .0000
8.5000 .0000
8.0000 .4200
8.0000 .0000
1418094 .2500
381,720.00 .0800
8.5000 .0000
8.2500 .0000
8.0000 .1700
8.0000 .0000
TOTAL NUMBER OF LOANS: 356
TOTAL BALANCE........: 104,981,638.99
1
RUN ON : 05/24/95 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 15.05.04 INITIAL SECURITY FEES
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S7 FIXED SUMMARY REPORT
CUTOFF : 05/01/95
POOL : 0004170
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM
TO
- -----------------------------------------------------------------
- --------------
ORIG RATE 8.7581 6.2500
9.6250
RFC NET RATE 8.5080 6.0000
9.3750
NET MTG RATE(INVSTR RATE) 7.9566 5.9200
8.0000
POST STRIP RATE 7.9566 5.9200
8.0000
SUB SERV FEE .2501 .2500
.2660
MSTR SERV FEE .0626 .0300
.0800
ALL EXP .0000 .0000
.0000
MISC EXP .0000 .0000
.0000
SPREAD .4888 .0000
1.3450
STRIP .0000 .0000
.0000
TOTAL NUMBER OF LOANS: 356
TOTAL BALANCE........: 104,981,638.99
***************************
* END OF REPORT *
***************************
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended,
supplemented or otherwise modified from time to time,
this "Contract") is made this _________ day of _______,
19____, by and between Residential Funding Corporation,
its successors and assigns ("Residential Funding") and
_____________________ (the "Seller/Servicer," and,
together with Residential Funding, the "parties" and
each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to,
and/or service Loans for, Residential Funding, and
Residential Funding desires to purchase Loans from the
Seller/Servicer and/or have the Seller/Servicer service
various of its Loans, pursuant to the terms of this
Contract and the Residential Funding Seller and
Servicer Guides incorporated herein by reference, as
amended, supplemented or otherwise modified, from time
to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and
the terms, conditions and agreements set forth below,
the parties agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received
and read the Guides. All provisions of the Guides are
incorporated by reference into and made a part of this
Contract, and shall be binding upon the parties;
provided, however, that the Seller/Servicer shall be
entitled to sell Loans to and/or service Loans for
Residential Funding only if and for so long as it shall
have been authorized to do so by Residential Funding in
writing. Specific reference in this Contract to
particular provisions of the Guides and not to other
provisions does not mean that those provisions of the
Guides not specifically cited in this Contract are not
applicable. All terms used herein shall have the same
meanings as such terms have in the Guides, unless the
context clearly requires otherwise.
2.Amendments.
This Contract may not be amended or modified orally,
and no provision of this Contract may be waived or
amended except in writing signed by the party against
whom enforcement is sought. Such a written waiver or
amendment must expressly reference this Contract.
However, by their terms, the Guides may be amended or
supplemented by Residential Funding from time to time.
Any such amendment(s) to the Guides shall be binding
upon the parties hereto.
3.Representations and Warranties.
a.Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each
represents and warrants to the other that as of the
date of this Contract:
(1) Each party is duly organized, validly existing, and
in good standing under the laws of its jurisdiction of
organization, is qualified, if necessary, to do
business and in good standing in each jurisdiction in
which it is required to be so qualified, and has the
requisite power and authority to enter into this
Contract and all other agreements which are
contemplated by this Contract and to carry out its
obligations hereunder and under the Guides and under
such other agreements.
(2) This Contract has been duly authorized, executed
and delivered by each party and constitutes a valid and
legally binding agreement of each party enforceable in
accordance with its terms.
(3) There is no action, proceeding or investigation
pending or threatened, and no basis therefor is known
to either party, that could affect the validity or
prospective validity of this Contract.
(4) Insofar as its capacity to carry out any obligation
under this Contract is concerned, neither party is in
violation of any charter, articles of incorporation,
bylaws, mortgage, indenture, indebtedness, agreement,
instrument, judgment, decree, order, statute, rule or
regulation and none of the foregoing adversely affects
its capacity to fulfill any of its obligations under
this Contract. Its execution of, and performance
pursuant to, this Contract will not result in a
violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties and
Covenants.
In addition to the representations, warranties and
covenants made by the Seller/Servicer pursuant to
subparagraph (a) of this paragraph 3, the
Seller/Servicer makes the representations, warranties
and covenants set forth in the Guides and, upon
request, agrees to deliver to Residential Funding the
certified Resolution of Board of Directors which
authorizes the execution and delivery of this Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer
Default shall occur, Residential Funding may, at its
option, exercise one or more of those remedies set
forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it
is acting as an agent of Residential Funding. The
Seller/Servicer shall, at all times, act as an
independent contractor.
6.Prior Agreements Superseded.
This Contract restates, amends and supersedes any and
all prior Seller Contracts or Servicer Contracts
between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection
with any loan-security exchange transaction shall not
be affected.
7. Assignment.
This Contract may not be assigned or transferred, in
whole or in part, by the Seller/Servicer without the
prior written consent of Residential Funding.
Residential Funding may sell, assign, convey,
hypothecate, pledge or in any other way transfer, in
whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any
Commitment or Loan.
8. Notices.
All notices, requests, demands or other communications
that are to be given under this Contract shall be in
writing, addressed to the appropriate parties and sent
by telefacsimile or by overnight courier or by United
States mail, postage prepaid, to the addresses and
telefacsimile numbers specified below. However,
another name, address and/or telefacsimile number may
be substituted by the Seller/Servicer pursuant to the
requirements of this paragraph 8, or Residential
Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the
appropriate address or telefacsimile number specified
in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (___) ___-____
9.Jurisdiction and Venue.
Each of the parties irrevocably submits to the
jurisdiction of any state or federal court located in
Hennepin County, Minnesota, over any action, suit or
proceeding to enforce or defend any right under this
Contract or otherwise arising from any loan sale or
servicing relationship existing in connection with this
Contract, and each of the parties irrevocably agrees
that all claims in respect of any such action or
proceeding may be heard or determined in such state or
federal court. Each of the parties irrevocably waives
the defense of an inconvenient forum to the maintenance
of any such action or proceeding and any other
substantive or procedural rights or remedies it may
have with respect to the maintenance of any such action
or proceeding in any such forum. Each of the parties
agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in
any other jurisdiction by suit on the judgment or in
any other manner provided by law. Each of the parties
further agrees not to institute any legal actions or
proceedings against the other party or any director,
officer, employee, attorney, agent or property of the
other party, arising out of or relating to this
Contract in any court other than as hereinabove
specified in this paragraph 9.
10. Miscellaneous.
This Contract, including all documents incorporated by
reference herein, constitutes the entire understanding
between the parties hereto and supersedes all other
agreements, covenants, representations, warranties,
understandings and communications between the parties,
whether written or oral, with respect to the
transactions contemplated by this Contract. All
paragraph headings contained herein are for convenience
only and shall not be construed as part of this
Contract. Any provision of this Contract that is
prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without
invalidating the remaining portions hereof or affecting
the validity or enforceability of such provision in any
other jurisdiction, and, to this end, the provisions
hereof are severable. This Contract shall be governed
by, and construed and enforced in accordance with,
applicable federal laws and the laws of the State of
Minnesota.
IN WITNESS WHEREOF, the duly authorized officers of the
Seller/Servicer and Residential Funding have executed
this Seller/Servicer Contract as of the date first
above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING CORPORATION
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of
Mortgage Loans held by you for the referenced pool, we
request the release of the Mortgage Loan File described
below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one)
Mortgage
Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be
received in connection with such payments which are
required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing
Agreement."
Residential Funding Corporation
Authorized Signature
*******************************************************
***********************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request,
and check off documents being enclosed with a copy of
this form. You should retain this form for your files
in accordance with the terms of the Pooling and
Servicing Agreement.
Enclosed Documents:
[ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
Name
Title
Date
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and
says:
1. That he is [Title of Officer] of [Name of Owner]
(record or beneficial owner of the Mortgage Pass-
Through Certificates, Series 1995-S7, Class [R-I] [R-
II] (the "Owner")), a [savings institution]
[corporation] duly organized and existing under the
laws of [the State of __________________] [the United
States], on behalf of which he makes this affidavit and
agreement.
2. That the Owner (i) is not and will not be a
"disqualified organization" as of [date of transfer]
within the meaning of Section 860E(e)(5) of the
Internal Revenue Code of 1986, as amended (the "Code"),
(ii) will endeavor to remain other than a disqualified
organization for so long as it retains its ownership
interest in the Class [R-I] [R-II] Certificates, and
(iii) is acquiring the Class [R-I] [R-II] 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-I] [R-II]
Certificates to disqualified organizations under the
Code, that applies to all transfers of Class [R-I] [R-
II] 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-I] [R-II] 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-I] [R-II]
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-I] [R-II]
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-I] [R-II]
Certificates and the provisions of Section 5.02(f) of
the Pooling and Servicing Agreement under which the
Class [R-I] [R-II] 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-I]
[R-II] 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-I] [R-II] Certificates held by the Owner and
not to any other holder of the Class [R-I] [R-II]
Certificates. The Owner understands that the
liabilities described herein relate only to the Class
[R-I] [R-II] Certificates.
10. That no purpose of the Owner relating to the
transfer of any of the Class [R-I] [-II] 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-I] [R-II]
Certificate that the Owner intends to pay taxes
associated with holding such Class [R-I] [R-II]
Certificate as they become due, fully understanding
that it may incur tax liabilities in excess of any cash
flows generated by the Class [R-I] [R-II] 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-I] [R-II] Certificates remain outstanding.
13. The Owner is a citizen or resident of the United
States, a corporation, partnership or other entity
created or organized in, or under the laws of, the
United States or any political subdivision thereof, or
an estate or trust whose income from sources without
the United States is includible in gross income for
United States federal income tax purposes regardless of
its connection with the conduct of a trade or business
within the United States.
IN WITNESS WHEREOF, the Owner has caused this
instrument to be executed on its behalf, pursuant to
the authority of its Board of Directors, by its [Title
of Officer] and its corporate seal to be hereunto
attached, attested by its [Assistant] Secretary, this
____ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of
Officer], known or proved to me to be the same person
who executed the foregoing instrument and to be the
[Title of Officer] of the Owner, and acknowledged to me
that he executed the same as his free act and deed and
the free act and deed of the Owner.
Subscribed and sworn before me this ____ day of
________________, 199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ____ day of _______________,
19__.
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series
1995-S7
Re:Mortgage Pass-Through Certificates, Series 1995-S7,
Class [R-I] [R-II]
Ladies and Gentlemen:
This letter is delivered to you in connection with the
transfer by _______________________________ (the
"Seller") to _______________________________ (the
"Purchaser") of $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through
Certificates, Series 1995-S7, Class [R-I] [R-II] (the
"Certificates"), pursuant to Section 5.02 of the
Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of May 1, 1995 among
Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding
Corporation, as master servicer, and Bankers Trust
Company, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing
Agreement. The Seller hereby certifies, represents and
warrants to, and covenants with, the Company and the
Trustee that:
1. No purpose of the Seller relating to the transfer of
the Certificate by the Seller to the Purchaser is or
will be to impede the assessment or collection of any
tax.
2. The Seller understands that the Purchaser has
delivered to the Trustee and the Master Servicer a
transfer affidavit and agreement in the form attached
to the Pooling and Servicing Agreement as Exhibit I-1.
The Seller does not know or believe that any
representation contained therein is false.
3. The Seller has at the time of the transfer conducted
a reasonable investigation of the financial condition
of the Purchaser as contemplated by Treasury
Regulations Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Seller has determined that
the Purchaser has historically paid its debts as they
become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay
its debts as they become due in the future. The Seller
understands that the transfer of a Class [R-I] [R-II]
Certificate may not be respected for United States
income tax purposes (and the Seller may continue to be
liable for United States income taxes associated
therewith) unless the Seller has conducted such an
investigation.
4. The Seller has no actual knowledge that the proposed
Transferee is not both a United States Person and a
Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series
1995-S7
RE: Mortgage Pass-Through Certificates,
Series 1995-S7, Class B
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the
"Seller") $_____________ Initial Certificate Principal
Balance of Mortgage Pass-Through Certificates, Series
1995-S7, Class __ (the "Certificates"), issued pursuant
to the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of May 1, 1995
among Residential Funding Mortgage Securities I, Inc.,
as seller (the "Company"), Residential Funding
Corporation, as master servicer, and Bankers Trust
Company, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing
Agreement. The Purchaser hereby certifies, represents
and warrants to, and covenants with, the Company and
the Trustee that:
1. The Purchaser understands that (a) the Certificates
have not been and will not be registered or qualified
under the Securities Act of 1933, as amended (the
"Act") or any state securities law, (b) the Company is
not required to so register or qualify the
Certificates, (c) the Certificates may be resold only
if registered and qualified pursuant to the provisions
of the Act or any state securities law, or if an
exemption from such registration and qualification is
available, (d) the Pooling and Servicing Agreement
contains restrictions regarding the transfer of the
Certificates and (e) the Certificates will bear a
legend to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its
own account for investment only and not with a view to
or for sale in connection with any distribution thereof
in any manner that would violate the Act or any
applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and
experience in financial and business matters, and, in
particular, in such matters related to securities
similar to the Certificates, such that it is capable of
evaluating the merits and risks of investment in the
Certificates, (b) able to bear the economic risks of
such an investment and (c) an "accredited investor"
within the meaning of Rule 501(a) promulgated pursuant
to the Act.
4. The Purchaser has been furnished with, and has had
an opportunity to review (a) [a copy of the Private
Placement Memorandum, dated ___________________, 19__,
relating to the Certificates (b)] a copy of the Pooling
and Servicing Agreement and [b] [c] such other
information concerning the Certificates, the Mortgage
Loans and the Company as has been requested by the
Purchaser from the Company or the Seller and is
relevant to the Purchaser's decision to purchase the
Certificates. The Purchaser has had any questions
arising from such review answered by the Company or the
Seller to the satisfaction of the Purchaser. [If the
Purchaser did not purchase the Certificates from the
Seller in connection with the initial distribution of
the Certificates and was provided with a copy of the
Private Placement Memorandum (the "Memorandum")
relating to the original sale (the "Original Sale") of
the Certificates by the Company, the Purchaser
acknowledges that such Memorandum was provided to it by
the Seller, that the Memorandum was prepared by the
Company solely for use in connection with the Original
Sale and the Company did not participate in or
facilitate in any way the purchase of the Certificates
by the Purchaser from the Seller, and the Purchaser
agrees that it will look solely to the Seller and not
to the Company with respect to any damage, liability,
claim or expense arising out of, resulting from or in
connection with (a) error or omission, or alleged error
or omission, contained in the Memorandum, or (b) any
information, development or event arising after the
date of the Memorandum.]
5. The Purchaser has not and will not nor has it
authorized or will it authorize any person to (a)
offer, pledge, sell, dispose of or otherwise transfer
any Certificate, any interest in any Certificate or any
other similar security to any person in any manner, (b)
solicit any offer to buy or to accept a pledge,
disposition of other transfer of any Certificate, any
interest in any Certificate or any other similar
security from any person in any manner, (c) otherwise
approach or negotiate with respect to any Certificate,
any interest in any Certificate or any other similar
security with any person in any manner, (d) make any
general solicitation by means of general advertising or
in any other manner or (e) take any other action, that
(as to any of (a) through (e) above) would constitute a
distribution of any Certificate under the Act, that
would render the disposition of any Certificate a
violation of Section 5 of the Act or any state
securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not
sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling
and Servicing Agreement.
6. The Purchaser is not an employee benefit 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"), or an investment manager, a named fiduciary or
a trustee of any such plan, or any other Person acting,
directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any such plan, and
understands that registration of transfer of any
Certificate to any such plan, or to any person acting
on behalf of or purchasing any Certificate with "plan
assets" of any such plan, will not be made unless such
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" of any such plan 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 Company, the Master Servicer or the Trustee
to any obligation or liability (including obligations
or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in the Pooling and
Servicing Agreement.
7. The Purchaser is not a non-United States person.
Very truly yours,
By:
Name:
Title:
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1995-
S7
Re: Mortgage Pass-Through Certificates,
Series 1995-S7, Class B
Ladies and Gentlemen:
In connection with the sale by (the
"Seller") to (the "Purchaser") of $
Initial Certificate Principal Balance of
Mortgage Pass-Through Certificates, Series 1995-S7,
Class (the "Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of May 1, 1995 among
Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding
Corporation, as master servicer, and Bankers Trust
Company, as trustee (the "Trustee"). The Seller hereby
certifies, represents and warrants to, and covenants
with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has
(a) offered, pledged, sold, disposed of or otherwise
transferred any Certificate, any interest in any
Certificate or any other similar security to any person
in any manner, (b) has solicited any offer to buy or to
accept a pledge, disposition or other transfer of any
Certificate, any interest in any Certificate or any
other similar security from any person in any manner,
(c) has otherwise approached or negotiated with respect
to any Certificate, any interest in any Certificate or
any other similar security with any person in any
manner, (d) has made any general solicitation by means
of general advertising or in any other manner, or (e)
has taken any other action, that (as to any of (a)
through (e) above) would constitute a distribution of
the Certificates under the Securities Act of 1933 (the
"Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any
state securities law, or that would require
registration or qualification pursuant thereto. The
Seller will not act, in any manner set forth in the
foregoing sentence with respect to any Certificate.
The Seller has not and will not sell or otherwise
transfer any of the Certificates, except in compliance
with the provisions of the Pooling and Servicing
Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT L
[Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 11.01(e) for a
Limited Guaranty]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage;
Limited Guaranty. (a) Subject to subsection (c) below,
prior to the later of the third Business Day prior to
each Distribution Date or the related Determination
Date, the Master Servicer shall determine whether it or
any Subservicer will be entitled to any reimbursement
pursuant to Section 4.02(a) on such Distribution Date
for Advances or Subservicer Advances previously made,
(which will not be Advances or Subservicer Advances
that were made with respect to delinquencies which were
subsequently determined to be Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses
or Extraordinary Losses) and, if so, the Master
Servicer shall demand payment from Residential Funding
of an amount equal to the amount of any Advances or
Subservicer Advances reimbursed pursuant to Section
4.02(a), to the extent such Advances or Subservicer
Advances have not been included in the amount of the
Realized Loss in the related Mortgage Loan, and shall
distribute the same to the Class B Certificateholders
in the same manner as if such amount were to be
distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later
of the third Business Day prior to each Distribution
Date or the related Determination Date, the Master
Servicer shall determine whether any Realized Losses
(other than Excess Special Hazard Losses, Excess
Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class B
Certificates on such Distribution Date pursuant to
Section 4.05, and, if so, the Master Servicer shall
demand payment from Residential Funding of the amount
of such Realized Loss and shall distribute the same to
the Class B Certificateholders in the same manner as if
such amount were to be distributed pursuant to Section
4.02(a); provided, however, that the amount of such
demand in respect of any Distribution Date shall in no
event be greater than the sum of (i) the additional
amount of Accrued Certificate Interest that would have
been paid for the Class B Certificateholders on such
Distribution Date had such Realized Loss or Losses not
occurred plus (ii) the amount of the reduction in the
Certificate Principal Balances of the Class B
Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment,
such Realized Losses shall be deemed to have been borne
by the Certificateholders for purposes of Section 4.05.
Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses and Extraordinary Losses
allocated to the Class B Certificates will not be
covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall
be made prior to the later of the third Business Day
prior to each Distribution Date or the related
Determination Date by the Master Servicer with written
notice thereof to the Trustee. The maximum amount that
Residential Funding shall be required to pay pursuant
to this Section on any Distribution Date (the "Amount
Available") shall be equal to the lesser of (X)
minus the sum of (i) all previous payments made
under subsections (a) and (b) hereof and (ii) all draws
under the Limited Guaranty made in lieu of such
payments as described below in subsection (d) and (Y)
the then outstanding Certificate Principal Balances of
the Class B Certificates, or such lower amount as may
be established pursuant to Section 12.02. Residential
Funding's obligations as described in this Section are
referred to herein as the "Subordinate Certificate Loss
Obligation."
(d) The Trustee will promptly notify General Motors
Acceptance Corporation of any failure of Residential
Funding to make any payments hereunder and shall demand
payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance
Corporation, of Residential Funding's obligation to
make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and
(ii) such required payments, by delivering to General
Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second
Business Day prior to the Distribution Date for such
month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant
to this Section or amounts paid under the Limited
Guaranty shall be deposited directly in the Certificate
Account, for distribution on the Distribution Date for
such month to the Class B Certificateholders.
(f) The Company shall have the option, in its sole
discretion, to substitute for either or both of the
Limited Guaranty or the Subordinate Certificate Loss
Obligation another instrument in the form of a
corporate guaranty, an irrevocable letter of credit, a
surety bond, insurance policy or similar instrument or
a reserve fund; provided that (i) the Company obtains
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)
either REMIC I or REMIC II to fail to qualify as a
REMIC at any time that any Certificate is outstanding,
and (ii) no such substitution shall be made unless (A)
the substitute Limited Guaranty or Subordinate
Certificate Loss Obligation is for an initial amount
not less than the then current Amount Available and
contains provisions that are in all material respects
equivalent to the original Limited Guaranty or
Subordinate Certificate Loss Obligation (including that
no portion of the fees, reimbursements or other
obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of
any obligor of any substitute Limited Guaranty or
Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at
least the lesser of (a) the rating of the long term
debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited
Guaranty and (b) the rating of the long term debt
obligations of General Motors Acceptance Corporation at
the date of such substitution and (C) the Company
obtains written confirmation from each nationally
recognized credit rating agency that rated the Class B
Certificates at the request of the Company that such
substitution shall not lower the rating on the Class B
Certificates below the lesser of (a) the then-current
rating assigned to the Class B Certificates by such
rating agency and (b) the original rating assigned to
the Class B Certificates by such rating agency. Any
replacement of the Limited Guaranty or Subordinate
Certificate Loss Obligation pursuant to this Section
shall be accompanied by a written Opinion of Counsel to
the substitute guarantor or obligor, addressed to the
Master Servicer and the Trustee, that such substitute
instrument constitutes a legal, valid and binding
obligation of the substitute guarantor or obligor,
enforceable in accordance with its terms, and
concerning such other matters as the Master Servicer
and the Trustee shall reasonably request. Neither the
Company, the Master Servicer nor the Trustee shall be
obligated to substitute for or replace the Limited
Guaranty or Subordinate Certificate Loss Obligation
under any circumstance.
Section 12.02. Amendments Relating to the Limited
Guaranty. Notwithstanding Sections 11.01 or 12.01: (i)
the provisions of this Article XII may be amended,
superseded or deleted, (ii) the Limited Guaranty or
Subordinate Certificate Loss Obligation may be amended,
reduced or canceled, and (iii) any other provision of
this Agreement which is related or incidental to the
matters described in this Article XII may be amended in
any manner; in each case by written instrument executed
or consented to by the Company and Residential Funding
but without the consent of any Certificateholder and
without the consent of the Master Servicer or the
Trustee being required unless any such amendment would
impose any additional obligation on, or otherwise
adversely affect the interests of, the Master Servicer
or the Trustee, as applicable; provided that the
Company shall also obtain a letter from each nationally
recognized credit rating agency that rated the Class B
Certificates at the request of the Company to the
effect that such amendment, reduction, deletion or
cancellation will not lower the rating on the Class B
Certificates below the lesser of (a) the then-current
rating assigned to the Class B Certificates by such
rating agency and (b) the original rating assigned to
the Class B Certificates by such rating agency, unless
(A) the Holder of 100% of the Class B Certificates is
Residential Funding or an Affiliate of Residential
Funding, or (B) such amendment, reduction, deletion or
cancellation is made in accordance with Section
11.01(e) and, provided further that the Company
obtains, 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) either REMIC I or REMIC II to fail to
qualify as a REMIC at any time that any Certificate is
outstanding. A copy of any such instrument shall be
provided to the Trustee and the Master Servicer
together with an Opinion of Counsel that such amendment
complies with this Section 12.02.
EXHIBIT M
[Form of Limited Guaranty]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1995-S7
, 199__
Bankers Trust Company
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series
1995-S7
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware
corporation ("Residential Funding"), an indirect
wholly-owned subsidiary of General Motors Acceptance
Corporation, a New York corporation ("GMAC"), plans to
incur certain obligations as described under Section
12.01 of the Pooling and Servicing Agreement dated as
of May 1, 1995 (the "Servicing Agreement"), among
Residential Funding Mortgage Securities I, Inc. (the
"Company"), Residential Funding and Bankers Trust
Company (the "Trustee") as amended by Amendment No. ___
thereto, dated as of ________, with respect to the
Mortgage Pass-Through Certificates, Series 1995-S7 (the
"Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing
Agreement, Residential Funding agrees to make payments
to the Holders of the Class B Certificates with respect
to certain losses on the Mortgage Loans as described in
the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances
with respect to the ability of Residential Funding to
secure sufficient funds and faithfully to perform its
Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good and valuable
consideration, the receipt of which is hereby
acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute
and deposit in the Certificate Account on behalf of
Residential Funding (or otherwise provide to
Residential Funding, or to cause to be made available
to Residential Funding), either directly or through a
subsidiary, in any case prior to the related
Distribution Date, such moneys as may be required by
Residential Funding to perform its Subordinate
Certificate Loss Obligation when and as the same arises
from time to time upon the demand of the Trustee in
accordance with Section 12.01 of the Servicing
Agreement.
(b) The agreement set forth in the preceding clause (a)
shall be absolute, irrevocable and unconditional and
shall not be affected by the transfer by GMAC or any
other person of all or any part of its or their
interest in Residential Funding, by any insolvency,
bankruptcy, dissolution or other proceeding affecting
Residential Funding or any other person, by any defense
or right of counterclaim, set-off or recoupment that
GMAC may have against Residential Funding or any other
person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under
clause (a) shall terminate upon the earlier of (x)
substitution for this Limited Guaranty pursuant to
Section 12.01(f) of the Servicing Agreement, or (y) the
termination of the Trust Fund pursuant to the Servicing
Agreement.
2. Waiver. GMAC hereby waives any failure or delay on
the part of Residential Funding, the Trustee or any
other person in asserting or enforcing any rights or in
making any claims or demands hereunder. Any defective
or partial exercise of any such rights shall not
preclude any other or further exercise of that or any
other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of
acceptance and any other notices with respect to this
Limited Guaranty, including, without limitation, those
of action or nonaction on the part of Residential
Funding or the Trustee.
3. Modification, Amendment and Termination. This
Limited Guaranty may be modified, amended or terminated
only by the written agreement of GMAC and the Trustee
and only if such modification, amendment or termination
is permitted under Section 12.02 of the Servicing
Agreement. The obligations of GMAC under this Limited
Guaranty shall continue and remain in effect so long as
the Servicing Agreement is not modified or amended in
any way that might affect the obligations of GMAC under
this Limited Guaranty without the prior written consent
of GMAC.
4. Successor. Except as otherwise expressly provided
herein, the guarantee herein set forth shall be binding
upon GMAC and its respective successors.
5. Governing Law. This Limited Guaranty shall be
governed by the laws of the State of New York.
6. Authorization and Reliance. GMAC understands that a
copy of this Limited Guaranty shall be delivered to the
Trustee in connection with the execution of Amendment
No. 1 to the Servicing Agreement and GMAC hereby
authorizes the Company and the Trustee to rely on the
covenants and agreements set forth herein.
7. Definitions. Capitalized terms used but not
otherwise defined herein shall have the meaning given
them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed
in any number of counterparts, each of which shall be
deemed to be an original and such counterparts shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited
Guaranty to be executed and delivered by its respective
officers thereunto duly authorized as of the day and
year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
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
Bankers Trust Company
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series
1995-S7
Re: Mortgage Pass-Through Certificates, Series 1995-S7
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
May 1, 1995 among Residential Funding Mortgage
Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer,
and the Trustee. All terms used herein and not
otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Lender hereby
certifies, represents and warrants to, and covenants
with, the Master Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in
lieu of satisfaction is required to preserve lien
priority, minimize or avoid mortgage recording taxes or
otherwise comply with, or facilitate a refinancing
under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is
intended to be, a refinancing of such Mortgage Loan and
the form of the transaction is solely to comply with,
or facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed
assignment will be modified to have a rate of interest
at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed
assignment; and
(iv) such assignment is at the request of the borrower
under the related Mortgage Loan.
Very truly yours,
___________________________
(Lender)
By:
Name:
Title:
EXHIBIT O
Planned Principal Balances
(see attached)
For information on the Planned Principal Balances,
see Prospectus Supplement dated May 24, 1995 to the
Prospectus dated April 20, 1995 for Residential
Funding Securities I, Inc., Mortgage Pass-Through
Certificates Series 1995-S7. See pages S-33 through
S-36.
EXHIBIT P
Segment I Scheduled Principal Balances
For information on the Segment I Scheduled Principal
Balances,see Prospectus Supplement dated May 24, 1995
to the Prospectus dated April 20, 1995 for Residential
Funding Securities I, Inc., Mortgage Pass-Through
Certificates Series 1995-S7. See pages S-33 through
S-36.
EXHIBIT Q
Schedule of Discount Fractions
1995-S7 SCHEDULE OF DISCOUNT MORTGAGE LOANS
LOAN PRINCIPAL NET MTG DISCOUNT PO
NUMBER BALANCE RATE FRACTION BALANCE
1416428 315,100.27 5.92% 26.0000000000% $81,926.07
1416387 405,188.17 6.42% 19.7500000000% $80,024.66
1415890 90,232.88 6.72% 16.0000000000% $14,437.26
1416376 232,327.20 6.92% 13.5000000000% $31,364.17
1415888 254,278.89 6.97% 12.8750000000% $32,738.41
1415889 106,527.46 7.22% 9.7500000000% $10,386.43
1416383 244,671.77 7.30% 8.8125000000% $21,561.70
1416384 317,058.46 7.30% 8.8125000000% $27,940.78
1415902 274,901.23 7.35% 8.1875000000% $22,507.54
1415912 73,865.48 7.35% 8.1875000000% $6,047.74
1416382 368,244.25 7.42% 7.2500000000% $26,697.71
1415913 268,327.32 7.47% 6.6250000000% $17,776.68
1415936 69,969.94 7.47% 6.6250000000% $4,635.51
1416385 203,935.73 7.55% 5.6875000000% $11,598.84
1416378 293,741.67 7.55% 5.6875000000% $16,706.56
1417572 241,000.00 7.55% 5.6875000000% $13,706.88
1416386 216,265.70 7.55% 5.6875000000% $12,300.11
1414836 239,298.72 7.60% 5.0625000000% $12,114.50
1416391 226,632.05 7.67% 4.1250000000% $9,348.57
1416010 360,000.00 7.67% 4.1250000000% $14,850.00
1417154 305,000.00 7.67% 4.1250000000% $12,581.25
1415206 224,150.36 7.67% 4.1250000000% $9,246.20
1415914 237,952.57 7.72% 3.5000000000% $8,328.34
1415900 253,846.92 7.72% 3.5000000000% $8,884.64
1415295 250,000.00 7.80% 2.5625000000% $6,406.25
1416760 220,800.00 7.80% 2.5625000000% $5,658.00
1415284 308,000.00 7.82% 2.2500000000% $6,930.00
1416605 246,400.00 7.85% 1.9375000000% $4,774.00
1415323 289,171.18 7.85% 1.9375000000% $5,602.69
1415915 226,668.50 7.85% 1.9375000000% $4,391.70
1415654 54,000.00 7.85% 1.9375000000% $1,046.25
1415965 238,761.84 7.85% 1.9375000000% $4,626.01
1415911 296,986.90 7.85% 1.9375000000% $5,754.12
1415017 293,326.68 7.92% 1.0000000000% $2,933.27
1417564 250,000.00 7.92% 1.0000000000% $2,500.00
1417345 570,000.00 7.92% 1.0000000000% $5,700.00
1403144 259,265.14 7.97% 0.3750000000% $972.24
1415916 237,258.53 7.97% 0.3750000000% $889.72
1415897 342,930.83 7.97% 0.3750000000% $1,285.99
1415949 298,154.88 7.97% 0.3750000000% $1,118.08
1415960 349,010.76 7.97% 0.3750000000% $1,308.79
$10,553,252.28 5.3974608480% $569,607.66
