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) October
01, 1995
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as
seller under a Pooling and Servicing Agreement dated as
of October 1, 1995 providing for, inter alia, the
issuance of Mortgage Pass-Through Certificates, Series
1995-S15)
Residential Funding Mortgage Securities
(Exact name of registrant as specified in its charter)
DELAWARE 33-54227 75-2006294
(State or (Commission (I.R.S.
other Jurisdiction File Number) Employer
of Incorporation) Identification
No.)
8400 Normandale Lake Blvd.
Suite 600
Minneapolis, Minnesota 55437
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is
(612) 832-7000
EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1995
Mortgage Pass-Through Certificates
Series 1995-S15
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. . . . . . . . . . . . . . . . . 3
Accrued Certificate Interest . . . . . . . . . . . . . 3
Adjusted Mortgage Rate . . . . . . . . . . . . . . . . 4
Advance. . . . . . . . . . . . . . . . . . . . . . . . 4
Affiliate. . . . . . . . . . . . . . . . . . . . . . . 4
Agreement. . . . . . . . . . . . . . . . . . . . . . . 4
Amount Held for Future Distribution. . . . . . . . . . 4
Appraised Value. . . . . . . . . . . . . . . . . . . . 4
Assignment . . . . . . . . . . . . . . . . . . . . . . 4
Assignment Agreement . . . . . . . . . . . . . . . . 5
Assignment of Proprietary Lease. . . . . . . . . . . . 5
Available Distribution Amount. . . . . . . . . . . . . 5
Bankruptcy Amount. . . . . . . . . . . . . . . . . . . 5
Bankruptcy Code. . . . . . . . . . . . . . . . . . . 6
Bankruptcy Loss. . . . . . . . . . . . . . . . . . . . 6
Book-Entry Certificate . . . . . . . . . . . . . . . . 6
Business Day . . . . . . . . . . . . . . . . . . . . . 6
Buydown Funds. . . . . . . . . . . . . . . . . . . . . 7
Buydown Mortgage Loan. . . . . . . . . . . . . . . . . 7
Cash Liquidation . . . . . . . . . . . . . . . . . . . 7
Certificate. . . . . . . . . . . . . . . . . . . . . . 7
Certificate Account. . . . . . . . . . . . . . . . . . 7
Certificate Account Deposit Date . . . . . . . . . . . 7
Certificateholder or Holder. . . . . . . . . . . . . . 7
Certificate Owner. . . . . . . . . . . . . . . . . . . 8
Certificate Principal Balance. . . . . . . . . . . . . 8
Certificate Register and Certificate Registrar . . . . 9
Class. . . . . . . . . . . . . . . . . . . . . . . . 9
Class A Certificate. . . . . . . . . . . . . . . . . . 9
Class A-5 Collection Shortfall . . . . . . . . . . . . 9
Class A-5 Principal Distribution Amount. . . . . . . . 9
Class B Certificate. . . . . . . . . . . . . . . . . . 9
Class B Percentage . . . . . . . . . . . . . . . . . . 9
Class B-1 Percentage . . . . . . . . . . . . . . . . . 9
Class B-1 Prepayment Distribution Trigger. . . . . . . 10
Class B-2 Percentage . . . . . . . . . . . . . . . . . 10
Class B-2 Prepayment Distribution Trigger. . . . . . . 10
Class B-3 Percentage . . . . . . . . . . . . . . . . . 10
Class B-3 Prepayment Distribution Trigger. . . . . . . 10
Class M Certificate. . . . . . . . . . . . . . . . . . 10
Class M Percentage . . . . . . . . . . . . . . . . . . 11
Class M-1 Percentage . . . . . . . . . . . . . . . . . 11
Class M-2 Percentage . . . . . . . . . . . . . . . . . 11
Class M-2 Prepayment Distribution Trigger. . . . . . . 11
Class M-3 Percentage . . . . . . . . . . . . . . . . . 11
Class M-3 Prepayment Distribution Trigger. . . . . . . 11
Class R Certificate. . . . . . . . . . . . . . . . . 11
Closing Date . . . . . . . . . . . . . . . . . . . . . 12
Code . . . . . . . . . . . . . . . . . . . . . . . . . 12
Compensating Interest. . . . . . . . . . . . . . . . . 12
Cooperative. . . . . . . . . . . . . . . . . . . . . . 12
Cooperative Apartment. . . . . . . . . . . . . . . . . 12
Cooperative Lease. . . . . . . . . . . . . . . . . . 12
Cooperative Loans. . . . . . . . . . . . . . . . . . . 12
Cooperative Stock. . . . . . . . . . . . . . . . . . . 13
Cooperative Stock Certificate. . . . . . . . . . . . . 13
Corporate Trust Office . . . . . . . . . . . . . . . . 13
Credit Support Depletion Date. . . . . . . . . . . . . 13
Curtailment. . . . . . . . . . . . . . . . . . . . . . 13
Custodial Account. . . . . . . . . . . . . . . . . . . 13
Custodial Agreement. . . . . . . . . . . . . . . . . . 13
Custodian. . . . . . . . . . . . . . . . . . . . . . . 13
Cut-off Date . . . . . . . . . . . . . . . . . . . . . 13
Cut-off Date Principal Balance . . . . . . . . . . . . 13
Debt Service Reduction . . . . . . . . . . . . . . . . 13
Deficient Valuation. . . . . . . . . . . . . . . . . . 13
Definitive Certificate . . . . . . . . . . . . . . . . 14
Deleted Mortgage Loan. . . . . . . . . . . . . . . . . 14
Depository . . . . . . . . . . . . . . . . . . . . . 14
Depository Participant . . . . . . . . . . . . . . . . 14
Destroyed Mortgage Note. . . . . . . . . . . . . . . . 14
Determination Date . . . . . . . . . . . . . . . . . . 14
Discount Fraction. . . . . . . . . . . . . . . . . . . 14
Discount Mortgage Loan . . . . . . . . . . . . . . . . 14
Disqualified Organization. . . . . . . . . . . . . . . 14
Distribution Date. . . . . . . . . . . . . . . . . . . 15
Due Date . . . . . . . . . . . . . . . . . . . . . . 15
Due Period . . . . . . . . . . . . . . . . . . . . . . 15
Eligible Account . . . . . . . . . . . . . . . . . . . 15
Eligible Funds . . . . . . . . . . . . . . . . . . . . 16
Event of Default . . . . . . . . . . . . . . . . . . . 16
Excess Bankruptcy Loss . . . . . . . . . . . . . . . 16
Excess Fraud Loss. . . . . . . . . . . . . . . . . . . 16
Excess Special Hazard Loss . . . . . . . . . . . . . . 16
Excess Spread. . . . . . . . . . . . . . . . . . . . . 16
Excess Subordinate Principal Amount. . . . . . . . . . 16
Extraordinary Events . . . . . . . . . . . . . . . . . 17
Extraordinary Losses . . . . . . . . . . . . . . . . . 17
FDIC . . . . . . . . . . . . . . . . . . . . . . . . . 18
FHLMC. . . . . . . . . . . . . . . . . . . . . . . 18
Final Distribution Date. . . . . . . . . . . . . . . . 18
Fitch. . . . . . . . . . . . . . . . . . . . . . . . . 18
FNMA . . . . . . . . . . . . . . . . . . . . . . . . . 18
Foreclosure Profits. . . . . . . . . . . . . . . . . . 18
Fraud Loss Amount. . . . . . . . . . . . . . . . . . . 18
Fraud Losses . . . . . . . . . . . . . . . . . . . . . 19
Independent. . . . . . . . . . . . . . . . . . . . . . 19
Initial Certificate Principal Balance. . . . . . . . 19
Initial Monthly Payment Fund . . . . . . . . . . . . . 19
Insurance Proceeds . . . . . . . . . . . . . . . . . . 19
Insurer. . . . . . . . . . . . . . . . . . . . . . . . 19
Late Collections . . . . . . . . . . . . . . . . . . . 19
Liquidation Proceeds . . . . . . . . . . . . . . . . . 20
Loan-to-Value Ratio. . . . . . . . . . . . . . . . . . 20
Maturity Date. . . . . . . . . . . . . . . . . . . . . 20
Monthly Payment. . . . . . . . . . . . . . . . . . . . 20
Moody's. . . . . . . . . . . . . . . . . . . . . . . . 20
Mortgage . . . . . . . . . . . . . . . . . . . . . . . 20
Mortgage File. . . . . . . . . . . . . . . . . . . . . 20
Mortgage Loan Schedule . . . . . . . . . . . . . . . . 20
Mortgage Loans . . . . . . . . . . . . . . . . . . . . 21
Mortgage Note. . . . . . . . . . . . . . . . . . . . . 21
Mortgage Rate. . . . . . . . . . . . . . . . . . . . 22
Mortgaged Property . . . . . . . . . . . . . . . . . . 22
Mortgagor. . . . . . . . . . . . . . . . . . . . . . . 22
Net Mortgage Rate. . . . . . . . . . . . . . . . . . . 22
Non-Discount Mortgage Loan . . . . . . . . . . . . . 22
Non-Primary Residence Loans. . . . . . . . . . . . . . 22
Non-United States Person . . . . . . . . . . . . . . . 22
Nonrecoverable Advance . . . . . . . . . . . . . . . . 22
Nonsubserviced Mortgage Loan . . . . . . . . . . . . . 22
Officers' Certificate. . . . . . . . . . . . . . . . . 22
Opinion of Counsel . . . . . . . . . . . . . . . . . . 22
Original Senior Percentage . . . . . . . . . . . . . . 23
Outstanding Mortgage Loan. . . . . . . . . . . . . . . 23
Owner or Holder. . . . . . . . . . . . . . . . . . . . 23
Ownership Interest . . . . . . . . . . . . . . . . . . 23
Pass-Through Rate. . . . . . . . . . . . . . . . . . . 23
Paying Agent . . . . . . . . . . . . . . . . . . . . . 23
Percentage Interest. . . . . . . . . . . . . . . . . 23
Permitted Investments. . . . . . . . . . . . . . . . . 23
Permitted Transferee . . . . . . . . . . . . . .. . . . . 25
Person . . . . . . . . . . . . . . . . . . . . . . . . 25
Pool Stated Principal Balance. . . . . . . . . . . . . 25
Prepayment Assumption. . . . . . . . . . . . . . . . . 25
Prepayment Distribution Percentage . . . . . . . . . . 25
Prepayment Distribution Trigger. . . . . . . . . . . . 27
Prepayment Period. . . . . . . . . . . . . . . . . . . 27
Primary Insurance Policy . . . . . . . . . . . . . . . 27
Principal Prepayment . . . . . . . . . . . . . . . . . 27
Principal Prepayment in Full . . . . . . . . . . . . . 28
Program Guide. . . . . . . . . . . . . . . . . . . . 28
Purchase Price . . . . . . . . . . . . . . . . . . . . 28
Qualified Substitute Mortgage Loan . . . . . . . . . . 28
Rating Agency. . . . . . . . . . . . . . . . . . . . . 29
Realized Loss. . . . . . . . . . . . . . . . . . . . 29
Record Date. . . . . . . . . . . . . . . . . . . . . . 29
Regular Certificate. . . . . . . . . . . . . . . . . . 30
REMIC. . . . . . . . . . . . . . . . . . . . . . . . . 30
REMIC Provisions . . . . . . . . . . . . . . . . . . . 30
REO Acquisition. . . . . . . . . . . . . . . . . . . . 30
REO Disposition. . . . . . . . . . . . . . . . . . . . 30
REO Imputed Interest . . . . . . . . . . . . . . . . . 30
REO Proceeds . . . . . . . . . . . . . . . . . . . . . 30
REO Property . . . . . . . . . . . . . . . . . . . . . 30
Request for Release. . . . . . . . . . . . . . . . . . 30
Required Insurance Policy. . . . . . . . . . . . . . 30
Residential Funding. . . . . . . . . . . . . . . . . 30
Responsible Officer. . . . . . . . . . . . . . . . . . 31
Schedule of Discount Fractions . . . . . . . . . . . . 31
Security Agreement . . . . . . . . . . . . . . . . . 31
Seller . . . . . . . . . . . . . . . . . . . . . . . . 31
Seller's Agreement . . . . . . . . . . . . . . . . . . 31
Senior Accelerated Distribution Percentage . . . . . . 31
Senior Percentage. . . . . . . . . . . . . . . . . . . 32
Senior Principal Distribution Amount . . . . . . . . . 32
Servicing Advances . . . . . . . . . . . . . . . . . . 33
Servicing Fee. . . . . . . . . . . . . . . . . . . . . 33
Servicing Officer. . . . . . . . . . . . . . . . . . . 33
Special Hazard Amount. . . . . . . . . . . . . . . . . 33
Special Hazard Loss. . . . . . . . . . . . . . . . . . 34
Spread Rate. . . . . . . . . . . . . . . . . . . . . . 34
Standard & Poor's. . . . . . . . . . . . . . . . . . . 34
Stated Principal Balance . . . . . . . . . . . . . . . 34
Subordinate Principal Distribution Amount. . . . . . . 35
Subserviced Mortgage Loan. . . . . . . . . . . . . . . 35
Subservicer. . . . . . . . . . . . . . . . . . . . . . 35
Subservicer Advance. . . . . . . . . . . . . . . . . . 35
Subservicing Account . . . . . . . . . . . . . . . . . 36
Subservicing Agreement . . . . . . . . . . . . . . . . 36
Subservicing Fee . . . . . . . . . . . . . . . . . . . 36
Tax Returns. . . . . . . . . . . . . . . . . . . . . . 36
Transfer . . . . . . . . . . . . . . . . . . . . . . . 36
Transferee . . . . . . . . . . . . . . . . . . . . . 36
Transferor . . . . . . . . . . . . . . . . . . . . . . 36
Trust Fund . . . . . . . . . . . . . . . . . . . . . . 36
Uninsured Cause. . . . . . . . . . . . . . . . . . . . 37
United States Person . . . . . . . . . . . . . . . . . 37
Voting Rights. . . . . . . . . . . . . . . . . . . . . 37
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans . . . . . . . 38
Section 2.02. Acceptance by Trustee. . . . . . . . . . . . 43
Section 2.03. Representations, Warranties and Covenants of
the Master Servicer
and the Company. . . . . . . . . . . . . . . 45
Section 2.04. Representations and Warranties of Sellers. . 49
Section 2.05. Execution and Authentication of Certificates .
. . . . . . . . 51
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer . . . . . 53
Section 3.02. Subservicing Agreements Between Master Servicer
and Subservicers;
Enforcement of Subservicers' and Sellers'
Obligations. . . . . 54
Section 3.03. Successor Subservicers . . . . . . . . . . 55
Section 3.04. Liability of the Master Servicer . . . . . . 56
Section 3.05. No Contractual Relationship Between Subservicer
and Trustee or
Certificateholders.. . . . . . . . . . . . . 56
Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee 56
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to
Custodial Account. . . . . . . . . . . . . . 57
Section 3.08. Subservicing Accounts; Servicing Accounts. . 59
Section 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans . . . . . . . . 61
Section 3.10. Permitted Withdrawals from the Custodial
Account . . . . . . . 61
Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder . . . . . . . . . 63
Section 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity Coverage 64
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption
and Modification Agreements; Certain
Assignments. . . . . . . . . . . 66
Section 3.14. Realization Upon Defaulted Mortgage Loans. . 68
Section 3.15. Trustee to Cooperate; Release of Mortgage
Files. . . . . . . . 71
Section 3.16. Servicing and Other Compensation . . . . . . 72
Section 3.17. Reports to the Trustee and the Company . . . 74
Section 3.18. Annual Statement as to Compliance. . . . . . 74
Section 3.19. Annual Independent Public Accountants'
Servicing Report. . . . 74
Section 3.20. Rights of the Company in Respect of the Master
Servicer. . . . 75
Section 3.21. Administration of Buydown Funds. . . . . . . 76
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account. . . . . . . . . . . . . 77
Section 4.02. Distributions. . . . . . . . . . . . . . 77
Section 4.03. Statements to Certificateholders . . . . . . 86
Section 4.04. Distribution of Reports to the Trustee and the
Company; Advances
by the Master Servicer . . . . . . . . . . . 89
Section 4.05. Allocation of Realized Losses. . . . . . . . 90
Section 4.06. Reports of Foreclosures and Abandonment of
Mortgaged Property. 92
Section 4.07. Optional Purchase of
Defaulted Mortgage Loans . . . . . . . . . . 92
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates . . . . . . . . . . . . . . 94
Section 5.02. Registration of Transfer and Exchange of
Certificates. . . . . 96
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates. . . . . . .101
Section 5.04. Persons Deemed Owners. . . . . . . . . . .102
Section 5.05. Appointment of Paying Agent. . . . . . . . .102
Section 5.06. Optional Purchase of Certificates. . . . . .102
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the
Master Servicer.105
Section 6.02. Merger or Consolidation of the Company or the
Master Servicer;
Assignment of Rights and Delegation of Duties
by Master Servicer 105
Section 6.03. Limitation on Liability of the Company, the
Master Servicer and
Others.. . . . . . . . . . . . . . . . . . .106
Section 6.04. Company and Master Servicer Not to Resign. .107
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. . . . . . . . . . . . . .108
Section 7.02. Trustee or Company to Act; Appointment of
Successor. . . . . . 110
Section 7.03. Notification to Certificateholders . . . . .111
Section 7.04. Waiver of Events of Default. . . . . . . . .111
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee. . . . . . . . . . . . . .113
Section 8.02. Certain Matters Affecting the Trustee. . . .115
Section 8.03. Trustee Not Liable for Certificates or Mortgage
Loans. . . . .116
Section 8.04. Trustee May Own Certificates . . . . . . . .117
Section 8.05. Master Servicer to Pay Trustee's Fees and
Expenses;
Indemnification. . . . . . . . . . . . . .117
Section 8.06. Eligibility Requirements for Trustee . . . .118
Section 8.07. Resignation and Removal of the Trustee . . .118
Section 8.08. Successor Trustee. . . . . . . . . . . . . .120
Section 8.09. Merger or Consolidation of Trustee . . . . .120
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
. . . . . . . .121
Section 8.11. Appointment of Custodians. . . . . . . . . .122
Section 8.12. Appointment of Office or Agency. . . . . . .122
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master
Servicer or the Company or
Liquidation of All Mortgage Loans. . . . . .123
Section 9.02. . . . . . . . . . . . . . . . . . . . . . .126
Additional Termination Requirements . . . . . . . . . . . .126
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration . . . . . . . . . . . .127
Section 10.02. Master Servicer and Trustee Indemnification .
. . . . . . . .131
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment. . . . . . . . . . . . . . . . .132
Section 11.02. Recordation of Agreement; Counterparts . . .135
Section 11.03. Limitation on Rights of Certificateholders .135
Section 11.04. Governing Law. . . . . . . . . . . . . . . .136
Section 11.05. Notices. . . . . . . . . . . . . . . . . . .136
Section 11.06. Notices to Rating Agency . . . . . . . . . .137
Section 11.07. Severability of Provisions . . . . . . . . .138
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: Form of Rule 144A Investment Representation Letter
Exhibit M: Text of Amendment to Pooling and Servicing Agreement
Pursuant to Section 11.01(e)
for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of
Mortgage Loan
Exhibit P: Schedule of Discount Fractions
This is a Pooling and Servicing Agreement, effective as of
October 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 THE FIRST
NATIONAL BANK OF CHICAGO, as trustee (together with its permitted
successors and assigns, the
"Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the
"Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will
evidence the entire beneficial ownership interest in the Mortgage
Loans (as defined herein). As
provided herein, the Master Servicer will make an election to
treat the entire segregated pool
of assets described in the definition of Trust Fund herein, and
subject to this Agreement
(including the Mortgage Loans but excluding the Initial Monthly
Payment Fund), as a real estate
mortgage investment conduit (a "REMIC") for federal income tax
purposes and such segregated pool
of assets will be designated as the "REMIC." The Class A-1,
Class A-2, Class A-3, Class A-4,
Class A-5, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2
and Class B-3 Certificates and
the rights in and to the Excess Spread (as defined herein) will
represent ownership of "regular
interests" in the Trust Fund, and the Class R Certificates will
be the sole class of "residual
interests" in the Trust Fund, in each case for purposes of the
REMIC Provisions (as defined
herein) under federal income tax law.
The following table sets forth the designation, type,
Pass-Through Rate, aggregate Initial
Certificate Principal Balance, Maturity Date, initial ratings and
certain features for each
Class of Certificates comprising the interests in the Trust Fund
created hereunder.
Aggregate Initial
Certificate
Pass-Through Principal
Designation Type Rate Balance
Class A-1 Senior 7.00% $101,500,000.00
Class A-2 Senior 7.00% $ 34,000,000.00
Class A-3 Senior 7.00% $ 14,000,000.00
Class A-4 Senior 7.00% $ 25,515,000.00
Class A-5 Senior 0.00% $ 1,221,111.75
Class R Senior 7.00% $ 100.00
Class M-1 Mezzanine 7.00% $ 2,277,000.00
Class M-2 Mezzanine 7.00% $ 911,000.00
Class M-3 Mezzanine 7.00% $ 1,367,000.00
Class B-1 Subordinate 7.00% $ 455,000.00
Class B-2 Subordinate 7.00% $ 455,000.00
Class B-3 Subordinate 7.00% $ 455,670.95
Designation Features Maturity Initial Ratings
Date S&P Fitch
Class A-1 Senior October 25,2010 AAA AAA
Class A-2 Senior October 25,2010 AAA AAA
Class A-3 Senior October 25,2010 AAA AAA
Class A-4 Senior October 25,2010 AAA AAA
Class A-5 Principal Only October 25,2010 AAAr AAA
Class R Residual October 25,2010 AAA AAA
Class M-1 Mezzanine October 25,2010 AA N\A
Class M-2 Mezzanine October 25,2010 A N\A
Class M-3 Mezzanine October 25,2010 N\A BBB
Class B-1 Subordinate October 25,2010 BB N\A
Class B-2 Subordinate October 25,2010 B N\A
Class B-3 Subordinate October 25,2010 N\A N\A
The Mortgage Loans have an aggregate Cut-off Date Principal
Balance equal to
$182,156,882.70. The Mortgage Loans are fixed rate mortgage
loans having terms to maturity at
origination or modification of not more than 15 years.
In consideration of the mutual agreements herein contained,
the Company, the Master
Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and
phrases, unless the context
otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each
Distribution Date, as to any Class A
Certificate (other than the Class A-5 Certificates), 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.
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 and to the
Excess Spread in proportion to
their respective amounts of Accrued Certificate Interest and the
amount of Excess Spread payable
on such Distribution Date which would have resulted absent such
reductions. In addition to that
portion of the reductions described in the second preceding
sentence that are allocated to any
Class of Class B Certificates or any Class of Class M
Certificates, Accrued Certificate Interest
on such Class of Class B Certificates or such Class of Class M
Certificates will be reduced by
the interest portion (adjusted to the Net Mortgage Rate) of
Realized Losses that are allocated
solely to such Class of Class B Certificates or such Class of
Class M Certificates pursuant to
Section 4.05.
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 October 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 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)
and (iv) 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 prior to
the first anniversary of the
Cut-off Date, an amount equal to the excess, if any, of (A)
$100,000 over (B) the aggregate
amount of Bankruptcy Losses allocated solely to one or more
specific Classes of Certificates in
accordance with Section 4.05. As of any date of determination on
or after the first anniversary
of the Cut-off Date, an amount equal to the excess, if any, of
(1) the lesser of (a) the
Bankruptcy Amount calculated as of the close of business on the
Business Day immediately
preceding the most recent anniversary of the Cut-off Date
coinciding with or preceding such date
of determination (or, if such date of determination is an
anniversary of the Cut-off Date, the
Business Day immediately preceding such date of determination)
(for purposes of this definition,
the "Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate
principal balance of all the
Mortgage Loans in the Mortgage Pool as of the Relevant
Anniversary having a Loan-to-Value
Ratio at origination which exceeds 75% and (ii) $100,000; and
(B) the greater of (i) the
product of (x) an amount equal to the largest difference in
the related Monthly Payment
for any Non-Primary Residence Loan remaining in the Mortgage
Pool which had an original
Loan-to-Value Ratio of 80% or greater that would result if the
Net Mortgage Rate thereof
was equal to the weighted average (based on the principal
balance of the Mortgage Loans as
of the Relevant Anniversary) of the Net Mortgage Rates of all
Mortgage Loans as of the
Relevant Anniversary less 1.25% per annum, (y) a number equal
to the weighted average
remaining term to maturity, in months, of all Non-Primary
Residence Loans remaining in the
Mortgage Pool as of the Relevant Anniversary, and (z) one plus
the quotient of the number
of all Non-Primary Residence Loans remaining in the Mortgage
Pool divided by the total
number of Outstanding Mortgage Loans in the Mortgage Pool as
of the Relevant Anniversary,
and (ii) $50,000,
over (2) the aggregate amount of Bankruptcy Losses allocated
solely to one or more specific
Classes of Certificates in accordance with Section 4.05 since the
Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master
Servicer (including
accelerating the manner in which such coverage is reduced)
provided that prior to any such
reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency
that such reduction shall not reduce the rating assigned to any
Class of Certificates by such
Rating Agency below the lower of the then-current rating or the
rating assigned to such
Certificates as of the Closing Date by such Rating Agency and
(ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a
Deficient Valuation or Debt Service
Reduction; provided, however, that neither a Deficient Valuation
nor a Debt Service Reduction
shall be deemed a Bankruptcy Loss hereunder so long as the Master
Servicer has notified the
Trustee in writing that the Master Servicer is diligently
pursuing any remedies that may exist
in connection with the representations and warranties made
regarding the related Mortgage Loan
and either (A) the related Mortgage Loan is not in default with
regard to payments due
thereunder or (B) delinquent payments of principal and interest
under the related Mortgage Loan
and any premiums on any applicable primary hazard insurance
policy and any related escrow
payments in respect of such Mortgage Loan are being advanced on a
current basis by the Master
Servicer or a Subservicer, in either case without giving effect
to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the
name of the Depository or its
nominee.
Business Day: Any day other than (i) a Saturday or a Sunday
or (ii) a day on which
banking institutions in the State of New York, the State of
Michigan, the State of California or
the State of Illinois (and such other state or states in which
the Custodial Account or the
Certificate Account are at the time located) are required or
authorized by law or executive
order to be closed.
Buydown Funds: Any amount contributed by the seller of a
Mortgaged Property, the Company
or other source in order to enable the Mortgagor to reduce the
payments required to be made from
the Mortgagor's funds in the early years of a Mortgage Loan.
Buydown Funds are not part of the
Trust Fund prior to deposit into the Custodial or Certificate
Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a
specified amount of interest is
paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other
than a Mortgage Loan as to
which an REO Acquisition occurred, a determination by the Master
Servicer that it has received
all Insurance Proceeds, Liquidation Proceeds and other payments
or cash recoveries which the
Master Servicer reasonably and in good faith expects to be
finally recoverable with respect to
such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate,
Class B Certificate or Class R
Certificate.
Certificate Account: The account or accounts created and
maintained pursuant to Section
4.01, which shall be entitled "The First National Bank of
Chicago, as trustee, in trust for the
registered holders of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through
Certificates and the Owner of the Excess Spread, Series 1995-S15"
and which must be an Eligible
Account.
Certificate Account Deposit Date: As to any Distribution
Date, the Business Day prior
thereto.
Certificateholder or Holder: The Person in whose name a
Certificate is registered in the
Certificate Register, except that neither a Disqualified
Organization nor a Non-United States
Person shall be a holder of a Class R Certificate for purposes
hereof and, solely for the
purpose of giving any consent or direction pursuant to this
Agreement, any Certificate, other
than a Class R Certificate, registered in the name of the
Company, the Master Servicer or any
Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage
Interest or Voting Rights evidenced thereby shall not be taken
into account in determining
whether the requisite amount of Percentage Interests or Voting
Rights necessary to effect any
such consent or direction has been obtained. All references
herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate
Owners as they may indirectly
exercise such rights through the Depository and participating
members thereof, except as
otherwise specified herein; provided, however, that the Trustee
shall be required to recognize
as a "Holder" or "Certificateholder" only the Person in whose
name a Certificate is registered
in the Certificate Register.
Certificate Owner: With respect to a Book-Entry Certificate,
the Person who is the
beneficial owner of such Certificate, as reflected on the books
of an indirect participating
brokerage firm for which a Depository Participant acts as agent,
if any, and otherwise on the
books of a Depository Participant, if any, and otherwise on the
books of the Depository.
Certificate Principal Balance: With respect to each Class A
Certificate 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 or amount
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.
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 or Class
A-5 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 the Trust Fund for
purposes of the REMIC
Provisions.
Class A-5 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-5 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 the Trust Fund for purposes of the REMIC
Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2
Percentage and Class B-3
Percentage.
Class B-1 Percentage: With respect to any Distribution Date,
a fraction, expressed as a
percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class
B-1 Certificates immediately prior to such date and the
denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) (other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such
Distribution Date.
Class B-1 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test
that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the
Certificate Principal Balances of the Class B-1 Certificates,
Class B-2 Certificates and Class
B-3 Certificates immediately prior to such Distribution Date
divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to
such Distribution Date is greater than or equal to 0.75%.
Class B-2 Percentage: With respect to any Distribution Date,
a fraction, expressed as a
percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class
B-2 Certificates immediately prior to such date and the
denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) (other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such
Distribution Date.
Class B-2 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test
that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the
Certificate Principal Balances of the Class B-2 Certificates and
Class B-3 Certificates
immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of
all of the Mortgage Loans (or related REO Properties) immediately
prior to such Distribution
Date is greater than or equal to 0.50%.
Class B-3 Percentage: With respect to any Distribution Date,
a fraction expressed as a
percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class
B-3 Certificates immediately prior to such date and the
denominator of which is the aggregate
Stated Principal Balance of all the Mortgage Loans (or related
REO Properties) (other than the
related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution
Date.
Class B-3 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test
that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the
Certificate Principal Balances of the Class B-3 Certificates
immediately prior to such
Distribution Date divided by the aggregate Stated Principal
Balance of all of the Mortgage Loans
(or related REO Properties) immediately prior to such
Distribution Date is greater than or equal
to 0.25%.
Class M Certificate: Any one of the Class M-1 Certificates,
Class M-2 Certificates or
Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B and
evidencing an interest designated as a
"regular interest" in the Trust Fund for purposes of the REMIC
Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-2
Percentage and Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution Date,
a fraction, expressed as a
percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class
M-1 Certificates immediately prior to such date and the
denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) (other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Class M-2 Percentage: With respect to any Distribution Date,
a fraction, expressed as a
percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class
M-2 Certificates immediately prior to such date and the
denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) (other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such
Distribution Date.
Class M-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test
that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the
Certificate Principal Balances of the Class M-2 Certificates,
Class M-3 Certificates, Class B-1
Certificates, Class B-2 Certificates and Class B-3 Certificates
immediately prior to such
Distribution Date divided by the aggregate Stated Principal
Balance of all of the Mortgage Loans
(or related REO Properties) immediately prior to such
Distribution Date is greater than or equal
to 2.00%.
Class M-3 Percentage: With respect to any Distribution Date, a
fraction, expressed as a
percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class
M-3 Certificates immediately prior to such date and the
denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) (other than
the related Discount fraction of each Discount Mortgage Loan)
immediately prior to such
Distribution Date.
Class M-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test
that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the
Certificate Principal Balances of the Class M-3 Certificates,
Class B-1 Certificates, Class B-2
Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by
the aggregate Stated Principal Balance of all of the Mortgage
Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or
equal to 1.50%.
Class R Certificate: Any one of the Class R Certificates
executed by the Trustee and
authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit D
and evidencing an interest designated as a "residual interest" in
the Trust Fund for purposes of
the REMIC Provisions.
Closing Date: October 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 One First National Plaza,
Chicago, Illinois 60670-0126, Attention: Residential Funding
Corporation Series 1995-S15.
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: October 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 7.00% minus the Net
Mortgage Rate (or the initial Net
Mortgage Rate with respect to any Discount Mortgage Loans as to
which the Mortgage Rate is
modified pursuant to 3.07(a)) for such Mortgage Loan and the
denominator of which is 7.00%. The
Discount Fraction with respect to each Discount Mortgage Loan is
set forth on Exhibit P attached
hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net
Mortgage Rate (or the initial Net
Mortgage Rate) of less than 7.00% per annum and any Mortgage Loan
deemed to be a Discount
Mortgage Loan pursuant to the definition of Qualified Substitute
Mortgage Loan.
Disqualified Organization: Any organization defined as a
"disqualified organization"
under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United
States, any State or political subdivision thereof, any
possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an
instrumentality which is a
corporation if all of its activities are subject to tax and,
except for the FHLMC, a majority of
its board of directors is not selected by such governmental
unit), (ii) a foreign government,
any international organization, or any agency or instrumentality
of any of the foregoing, (iii)
any organization (other than certain farmers' cooperatives
described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by
Section 511 of the Code on unrelated business taxable income),
(iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code and
(v) any other Person so
designated by the Trustee based upon an Opinion of Counsel that
the holding of an Ownership
Interest in a Class R Certificate by such Person may cause the
Trust Fund or any Person having
an Ownership Interest in any Class of Certificates (other than
such Person) to incur a liability
for any federal tax imposed under the Code that would not
otherwise be imposed but for the
Transfer of an Ownership Interest in a Class R Certificate to
such Person. The terms "United
States", "State" and "international organization" shall have the
meanings set forth in Section
7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the
month immediately following
the month of the initial issuance of the Certificates or, if such
25th day is not a Business
Day, the Business Day immediately following such 25th day.
Due Date: With respect to any Distribution Date, the first
day of the month in which such
Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period
commencing on the second
day of the month preceding the month of such Distribution Date
and ending on the related Due
Date.
Eligible Account: An account that is any of the following:
(i) maintained with a
depository institution the debt obligations of which have been
rated by each Rating Agency in
its highest rating available, or (ii) an account or accounts in a
depository institution in
which such accounts are fully insured to the limits established
by the FDIC, provided that any
deposits not so insured shall, to the extent acceptable to each
Rating Agency, as evidenced in
writing, be maintained such that (as evidenced by an Opinion of
Counsel delivered to the Trustee
and each Rating Agency) the registered Holders of Certificates
have a claim with respect to the
funds in such account or a perfected first security interest
against any collateral (which shall
be limited to Permitted Investments) securing such funds that is
superior to claims of any other
depositors or creditors of the depository institution with which
such account is maintained, or
(iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in
the corporate trust department of The First National Bank of
Chicago or (B) an account or
accounts maintained in the corporate asset services department of
The First National Bank of
Chicago, as long as its short term debt obligations are rated P-1
(or the equivalent) or better
by each Rating Agency and its long term debt obligations are
rated A2 (or the equivalent) or
better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account
or accounts maintained in the corporate trust division of The
First National Bank of Chicago, or
(v) an account or accounts of a depository institution acceptable
to each Rating Agency (as
evidenced in writing by each Rating Agency that use of any such
account as the Custodial Account
or the Certificate Account will not reduce the rating assigned to
any Class of Certificates by
such Rating Agency below the lower of the then-current rating or
the rating assigned to such
Certificates as of the Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date means the portion,
if any, of the Available
Distribution Amount remaining after reduction by the sum of (i)
the aggregate amount of Accrued
Certificate Interest on the Class A and Class R Certificates and
the Excess Spread, (ii) the
Senior Principal Distribution Amount (determined without regard
to Section 4.02(a)(ii)(Y)(D)
hereof), (iii) the Class A-5 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 and Class B Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion
thereof, which exceeds the then
applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which
exceeds the then applicable
Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or
portion thereof, that exceeds the
then applicable Special Hazard Amount.
Excess Spread: With respect to any Distribution Date, the
aggregate of one month's
interest on the Stated Principal Balance of each Mortgage Loan at
the applicable Spread Rate,
calculated on the basis of a 360-day year consisting of twelve
30-day months. Excess Spread on
any Distribution Date will be reduced by the interest Shortfalls
described in clauses (i)
through (iv) of the definition of Accrued Certificate Interest,
to the extent allocated thereto
pursuant to the provisions of such definition.
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
Section 4.02(b)(i)(E) hereof.
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: (Y) prior to the third 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 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 the
Trust Fund and the rights to the
Excess Spread would be reduced to zero, which is October 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 ("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.
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: The fraction, expressed as a
percentage, the numerator of
which is the aggregate Initial Certificate Principal Balance of
the Class A Certificates
(excluding the Certificate Principal Balance of Class A-5
Certificates) and Class R Certificates
and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans
(other than the related Discount Fraction of the Discount
Mortgage Loans), which is
approximately 96.73% as of the Closing Date.
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.
Owner or Holder: With respect to the Excess Spread,
Residential Funding, as the owner of
all right, title and interest in and to the Excess Spread.
Solely for the purpose of giving any
consent or direction pursuant to this Agreement, as long as
Residential Funding or any Affiliate
thereof is Master Servicer and the Excess Spread remains
uncertificated, the Voting Rights
evidenced thereby shall not be taken into account in determining
whether the requisite amount of
Voting Rights necessary to effect any such consent or direction
has been obtained.
Ownership Interest: As to any Certificate, any ownership or
security interest in such
Certificate, including any interest in such Certificate as the
Holder thereof and any other
interest therein, whether direct or indirect, legal or
beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A Certificates
(other than the Class A-5
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. The Class
A-5 Certificates have no Pass-Through Rate and are note entitled
to Accrued Certificate
Interest.
Paying Agent: The First National Bank of Chicago or any
successor Paying Agent appointed
by the Trustee.
Percentage Interest: With respect to any Certificate (other
than a Class R Certificate),
the undivided percentage ownership interest in the related Class
evidenced by such Certificate,
which percentage ownership interest shall be equal to the Initial
Certificate Principal Balance
thereof divided by the aggregate Initial Certificate Principal
Balance of all of the
Certificates of the same Class. With respect to a Class R
Certificate, the interest in
distributions to be made with respect to such Class evidenced
thereby, expressed as a
percentage, as stated on the face of each such Certificate.
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.
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 November 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 4.03%:
(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 on which any Class
of Class M or Class B
Certificates are outstanding not discussed in clause (i)
above:
(a) in the case of the Class of Class M
Certificates then outstanding with
the lowest numerical designation, or in the event the
Class M Certificates are no
longer outstanding, the Class of Class B Certificates
then outstanding with the
lowest numerical designation and each other Class of
Class M Certificates and
Class B Certificates for which the related Prepayment
Distribution Trigger has
been satisfied, a fraction, expressed as a percentage,
the numerator of which is
the Certificate Principal Balance of such Class
immediately prior to such date and
the denominator of which is the sum of the Certificate
Principal Balances
immediately prior to such date of (1) the Class of Class
M Certificates then
outstanding with the lowest numerical designation, or in
the event the Class M
Certificates are no longer outstanding, the Class of
Class B Certificates then
outstanding with the lowest numerical designation and (2)
all other Classes of
Class M Certificates and Class B Certificates for which
the respective Prepayment
Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Class M
Certificates and Class B
Certificates for which the Prepayment Distribution
Triggers have not been
satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the
application of the foregoing
percentages on any Distribution Date as provided in Section
4.02 (determined without
regard to the proviso to the definition of "Subordinate
Principal Distribution Amount")
would result in a distribution in respect of principal of any
Class or Classes of Class M
Certificates and Class B Certificates in an amount greater
than the remaining Certificate
Principal Balance thereof (any such class, a "Maturing
Class"), then: (a) the Prepayment
Distribution Percentage of each Maturing Class shall be
reduced to a level that, when
applied as described above, would exactly reduce the
Certificate Principal Balance of such
Class to zero; (b) the Prepayment Distribution Percentage of
each other Class of Class M
Certificates and Class B Certificates (any such Class, a
"Non-Maturing Class") shall be
recalculated in accordance with the provisions in paragraph
(ii) above, as if the
Certificate Principal Balance of each Maturing Class had been
reduced to zero (such
percentage as recalculated, the "Recalculated Percentage");
(c) the total amount of the
reductions in the Prepayment Distribution Percentages of the
Maturing Class or Classes
pursuant to clause (a) of this sentence, expressed as an
aggregate percentage, shall be
allocated among the Non-Maturing Classes in proportion to
their respective Recalculated
Percentages (the portion of such aggregate reduction so
allocated to any Non-Maturing
Class, the "Adjustment Percentage"); and (d) for purposes of
such Distribution Date, the
Prepayment Distribution Percentage of each Non-Maturing Class
shall be equal to the sum of
(1) the Prepayment Distribution Percentage thereof, calculated
in accordance with the
provisions in paragraph (ii) above as if the Certificate
Principal Balance of each
Maturing Class had not been reduced to zero, plus (2) the
related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment
Distribution Trigger, Class M-3
Prepayment Distribution Trigger, Class B-1 Prepayment
Distribution Trigger, Class B-2 Prepayment
Distribution Trigger or Class B-3 Prepayment Distribution
Trigger.
Prepayment Interest Shortfall: As to any Distribution Date
and any Mortgage Loan (other
than a Mortgage Loan relating to an REO Property) that was the
subject of (a) a Principal
Prepayment in Full during the related Prepayment Period, an
amount equal to the excess of one
month's interest at the Net Mortgage Rate on the Stated Principal
Balance of such Mortgage Loan
over the amount of interest (adjusted to the Net Mortgage Rate)
paid by the Mortgagor for such
Prepayment Period to the date of such Principal Prepayment in
Full or (b) a Curtailment during
the prior calendar month, an amount equal to one month's interest
at the Net Mortgage Rate on
the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar
month preceding the month of
distribution.
Primary Insurance Policy: Each primary policy of mortgage
guaranty insurance or any
replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
Principal Prepayment: Any payment of principal or other
recovery on a Mortgage Loan,
including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is
received in advance of its scheduled Due Date and is not
accompanied by an amount as to interest
representing scheduled interest on such payment due on any date
or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made
by a Mortgagor of the entire
principal balance of a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the
Servicer Guide for Residential
Funding's mortgage loan purchase and conduit servicing program
and all supplements and
amendments thereto published by Residential Funding from time to
time.
Purchase Price: With respect to any Mortgage Loan (or REO
Property) required to be
purchased on any date pursuant to Section 2.02, 2.03, 2.04 or
4.07, an amount equal to the sum
of (i) 100% of the Stated Principal Balance thereof plus the
principal portion of any related
unreimbursed Advances and (ii) unpaid accrued interest at the
Adjusted Mortgage Rate (or at the
Net Mortgage Rate in the case of a purchase made by the Master
Servicer) on the Stated Principal
Balance thereof to the first day of the month following the month
of purchase from the Due Date
to which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan
substituted by Residential Funding or
the Company for a Deleted Mortgage Loan which must, on the date
of such substitution, as
confirmed in an Officers' Certificate delivered to the Trustee,
(i) have an outstanding
principal balance, after deduction of the principal portion of
the monthly payment due in the
month of substitution (or in the case of a substitution of more
than one Mortgage Loan for a
Deleted Mortgage Loan, an aggregate outstanding principal
balance, after such deduction), not in
excess of the Stated Principal Balance of the Deleted Mortgage
Loan (the amount of any shortfall
to be deposited by Residential Funding in the Custodial Account
in the month of substitution);
(ii) have a Mortgage Rate and a Net Mortgage Rate no lower than
and not more than 1% per annum
higher than the Mortgage Rate and Net Mortgage Rate,
respectively, of the Deleted Mortgage Loan
as of the date of substitution; (iii) have a Loan-to-Value Ratio
at the time of substitution no
higher than that of the Deleted Mortgage Loan at the time of
substitution; (iv) have a remaining
term to stated maturity not greater than (and not more than one
year less than) that of the
Deleted Mortgage Loan; (v) comply with each representation and
warranty set forth in Sections
2.03 and 2.04 hereof and Section 4 of the Assignment Agreement;
and (vi) have a Spread Rate
equal to or greater than that of the Deleted Mortgage Loan.
Notwithstanding any other
provisions herein, (x) with respect to any Qualified Substitute
Mortgage Loan substituted for a
Deleted Mortgage Loan which was a Discount Mortgage Loan, such
Qualified Substitute Mortgage
Loan shall be deemed to be a Discount Mortgage Loan and to have a
Discount Fraction equal to the
Discount Fraction of the Deleted Mortgage Loan and (y) in the
event that the "Spread Rate" of
any Qualified Substitute Mortgage Loan as calculated pursuant to
the definition of "Spread Rate"
is greater than the Spread Rate of the related Deleted Mortgage
Loan (i) the Spread Rate of such
Qualified Substitute Mortgage Loan shall be equal to the Spread
Rate of the related Deleted
Mortgage Loan for purposes of calculating the Excess Spread and
(ii) the excess of the Spread
Rate on such Qualified Substitute Mortgage Loan as calculated
pursuant to the definition of
"Spread Rate" over the Spread Rate on the related Deleted
Mortgage Loan shall be payable to the
Class R Certificates pursuant to Section 4.02 hereof.
Rating Agency: Fitch and Standard & Poor's with respect to
the Class A Certificates and
Class R Certificates, 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 Certificate.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of
the Code.
REMIC Provisions: Provisions of the federal income tax law
relating to real estate
mortgage investment conduits, which appear at Sections 860A
through 860G of Subchapter M of
Chapter 1 of the Code, and related provisions, and temporary and
final regulations (or, to the
extent not inconsistent with such temporary or final regulations,
proposed regulations) and
published rulings, notices and announcements promulgated
thereunder, as the foregoing may be in
effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on
behalf of the Trustee for the
benefit of the Certificateholders of any REO Property pursuant to
Section 3.14.
REO Disposition: As to any REO Property, a determination by
the Master Servicer that it
has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and
recoveries (including proceeds of a final sale) which the Master
Servicer expects to be finally
recoverable from the sale or other disposition of the REO
Property.
REO Imputed Interest: As to any REO Property, for any period,
an amount equivalent to
interest (at the Net Mortgage Rate that would have been
applicable to the related Mortgage Loan
had it been outstanding) on the unpaid principal balance of the
Mortgage Loan as of the date of
acquisition thereof for such period.
REO Proceeds: Proceeds, net of expenses, received in respect
of any REO Property
(including, without limitation, proceeds from the rental of the
related Mortgaged Property)
which proceeds are required to be deposited into the Custodial
Account only upon the related REO
Disposition.
REO Property: A Mortgaged Property acquired by the Master
Servicer through foreclosure or
deed in lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Request for Release: A request for release, the forms of
which are attached as Exhibit H
hereto.
Required Insurance Policy: With respect to any Mortgage Loan,
any insurance policy which
is required to be maintained from time to time under this
Agreement, the Program Guide or the
related Subservicing Agreement in respect of such Mortgage Loan.
Residential Funding: Residential Funding Corporation, a
Delaware corporation, in its
capacity as seller of the Mortgage Loans to the Company and any
successor thereto.
Responsible Officer: When used with respect to the Trustee,
any officer of the Corporate
Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any
Assistant Vice President, any Assistant Secretary, any Trust
Officer or Assistant Trust Officer,
or any other officer of the Trustee customarily performing
functions similar to those performed
by any of the above designated officers to whom, with respect to
a particular matter, such
matter is referred.
Schedule of Discount Fractions: The schedule setting forth
the Discount Fractions with
respect to the Discount Mortgage Loans, attached hereto as
Exhibit P.
Security Agreement: With respect to a Cooperative Loan, the
agreement creating a security
interest in favor of the originator in the related Cooperative
Stock.
Seller: As to any Mortgage Loan, a Person, including any
Subservicer, that executed a
Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale
of Mortgage Loans generally
in the form of the Seller Contract referred to or contained in
the Program Guide, or in such
other form as has been approved by the Master Servicer and the
Company, each containing
representations and warranties in respect of one or more Mortgage
Loans.
Senior Accelerated Distribution Percentage: With respect to
any Distribution Date, the
percentage indicated below:
Distribution Date
Senior Accelerated
Distribution Percentage
November 1995 through
October 2000 . . . . . . . . . . . . . 100%
November 2000 through
October 2001 . . . . . . . . . . . . . Senior Percentage, plus
70% of the
Subordinate Percentage
November 2001 through
October 2002 . . . . . . . . . . . . . Senior Percentage, plus
60% of the
Subordinate Percentage
November 2002 through
October 2003 . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . .
Senior Percentage, plus 40% of the
Subordinate Percentage
November 2003 through
October 2004 . . . . . . . . . . . . . Senior Percentage, plus
20% of the
Subordinate Percentage
November 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)(X)
the outstanding principal balance of the Mortgage Loans
delinquent 60 days or more averaged over
the last six months, as a percentage of the aggregate Certificate
Principal Balance of the Class
M and Class B Certificates averaged over the last six months, is
less than 50% or (Y) the
outstanding principal balance of Mortgage Loans delinquent 60
days or more averaged over the
last six months, as a percentage of the aggregate outstanding
principal balance of all Mortgage
Loans averaged over the last six months, does not exceed 2% and
(2) Realized Losses on the
Mortgage Loans to date for such Distribution Date if occurring
during the sixth, seventh,
eighth, ninth or tenth year (or any year thereafter) after the
Closing Date are less than 30%,
35%, 40%, 45% or 50%, respectively, of the sum of the Initial
Certificate Principal Balances of
the Class M Certificates and Class B Certificates or (b)(1) the
outstanding principal balance of
Mortgage Loans delinquent 60 days or more averaged over the last
six months, as a percentage of
the aggregate outstanding principal balance of all Mortgage Loans
averaged over the last six
months, does not exceed 4% and (2) Realized Losses on the
Mortgage Loans to date for 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 Certificate Principal Balance of
Class A-5 Certificates) and Class
R Certificates to zero, the Senior Accelerated Distribution
Percentage shall thereafter be 0%.
Senior Percentage: As of any Distribution Date, the lesser of
100% and a fraction,
expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance
of the Class A Certificates (other than the Certificate Principal
Balance of Class A-5
Certificates) and Class R Certificates immediately prior to such
Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of
all of the Mortgage Loans (or
related REO Properties) (other than the related Discount Fraction
of each Discount Mortgage
Loan) immediately prior to such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution
Date, the lesser of (a) the
balance of the Available Distribution Amount remaining after the
distribution of all amounts
required to be distributed pursuant to Section 4.02(a)(i) and
(ii)(X) and (b) the sum of the
amounts required to be distributed to the Class A
Certificateholders and Class R
Certificateholders on such Distribution Date pursuant to Section
4.02(a)(ii)(Y), (xvi) and
(xvii).
Servicing Accounts: The account or accounts created and
maintained pursuant to Section
3.08.
Servicing Advances: All customary, reasonable and necessary
"out of pocket" costs and
expenses incurred in connection with a default, delinquency or
other unanticipated event by the
Master Servicer in the performance of its servicing obligations,
including, but not limited to,
the cost of (i) the preservation, restoration and protection of a
Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures,
(iii) the management and
liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01,
3.08, 3.12(a) and 3.14.
Servicing Fee: With respect to any Mortgage Loan and
Distribution Date, the fee payable
monthly to the Master Servicer in respect of master servicing
compensation that accrues at an
annual rate designated on the Mortgage Loan Schedule as the "MSTR
SERV FEE" for such Mortgage
Loan, as may be adjusted with respect to successor Master
Servicers as provided in Section 7.02.
Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for,
the administration and servicing of the Mortgage Loans whose name
and specimen signature appear
on a list of servicing officers furnished to the Trustee by the
Master Servicer, as such list
may from time to time be amended.
Special Hazard Amount: As of any Distribution Date, an amount
equal to $910,784 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) the greater of (i)
the product of 0.50% multiplied by the outstanding principal
balance of all Mortgage Loans on
the Distribution Date immediately preceding such anniversary
multiplied by a fraction, the
numerator of which is equal to the aggregate outstanding
principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage
Loans secured by Mortgaged
Properties located in the State of California divided by the
aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of
all of the Mortgage Loans,
expressed as a percentage, and the denominator of which is equal
to 29.12 (which percentage is
equal to the percentage of Mortgage Loans initially secured by
Mortgaged Properties located in
the State of California) and (ii) the aggregate outstanding
principal balance (as of the
immediately preceding Distribution Date) of the largest Mortgage
Loan secured by a Mortgaged
Property located in the State of California.
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 Rate: With respect to each Mortgage Loan, a per annum
rate equal to the excess of
(a) the Net Mortgage Rate of such Mortgage Loan over (b) 7.00%
per annum.
Standard & Poor's: Standard & Poor's Ratings Services, a
division of the McGraw-Hill
Companies, or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan
or related REO Property, at
any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum
of (a) the principal portion of the Monthly Payments due with
respect to such Mortgage Loan or
REO Property during each Due Period ending prior to the most
recent Distribution Date which were
received or with respect to which an Advance was made, and (b)
all Principal Prepayments with
respect to such Mortgage Loan or REO Property, and all Insurance
Proceeds, Liquidation Proceeds
and REO Proceeds, to the extent applied by the Master Servicer as
recoveries of principal in
accordance with Section 3.14 with respect to such Mortgage Loan
or REO Property, in each case
which were distributed pursuant to Section 4.02 on any previous
Distribution Date, and (c) any
Realized Loss allocated to Certificateholders with respect
thereto for any previous Distribution
Date.
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 for such Distribution Date referred to in 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 referred to in Section 4.02(a)(ii)(Y)(B)(b)
to the extent such collections
are not otherwise distributed to the Senior Certificates; (iii)
the product of (x) the related
Prepayment Distribution Percentage, (y) 100% minus the Senior
Accelerated Distribution
Percentage and (z) the aggregate of all Principal Prepayments in
Full and Curtailments received
in the related Prepayment Period (other than the related Discount
Fraction of such Principal
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 the Trust Fund due
to its classification as a
REMIC under the REMIC Provisions, together with any and all other
information, reports or
returns that may be required to be furnished to the
Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing
authority under any applicable
provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge,
hypothecation or other form of
assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any
Ownership Interest in a
Certificate.
Transferor: Any Person who is disposing by Transfer of any
Ownership Interest in a
Certificate.
Trust Fund: The segregated pool of assets, with respect to
which a REMIC election is to
be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments on and collections in respect of the
Mortgage Loans due after
the Cut-off Date as shall be on deposit in the
Custodial Account or in the
Certificate Account and identified as belonging to
the Trust Fund,
(iii) property which secured a Mortgage Loan and which has
been acquired for the
benefit of the Certificateholders by foreclosure or
deed in lieu of
foreclosure, and
(iv) the hazard insurance policies and Primary Insurance
Policies, if any, and
certain proceeds thereof.
Uninsured Cause: Any cause of damage to property subject to a
Mortgage such that the
complete restoration of such property is not fully reimbursable
by the hazard insurance
policies.
United States Person: A citizen or resident of the United
States, a corporation,
partnership or other entity created or organized in, or under the
laws of, the United States or
any political subdivision thereof, or an estate or trust whose
income from sources without the
United States is 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 R
Certificates, in proportion to the
outstanding Certificate Principal Balances of their respective
Certificates; and the Holders of
the Class R Certificates and the Owner of the Excess Spread shall
be entitled to 1.0% and 1.0%
of all of the Voting Rights, respectively, allocated among the
Certificates of each such Class
in accordance with their respective Percentage Interests.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery
hereof, does hereby
assign to the Trustee without recourse all the right, title and
interest of the Company in and
to the Mortgage Loans, including all interest and principal
received on or with respect to the
Mortgage Loans after the Cut-off Date (other than payments of
principal and interest due on the
Mortgage Loans on or before the Cut-off Date).
(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 of 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 be construed as a sale
by the Company to the Trustee
of the Mortgage Loans for the benefit of the Certificateholders
and the Owner of the Excess
Spread. Further, it is not intended that any such conveyance be
deemed to be a pledge of the
Mortgage Loans by the Company to the Trustee to secure a debt or
other obligation of the
Company. However, in the event that the Mortgage Loans are held
to be property of the Company
or of Residential Funding, or if for any reason this Agreement is
held or deemed to create a
security interest in the Mortgage Loans, then it is intended that
(a) this Agreement shall also
be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the New York
Uniform Commercial Code and the Uniform Commercial Code of any
other applicable jurisdiction;
(b) the conveyance provided for in 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 and (C) any and all general intangibles
consisting of, arising from or
relating to any of the foregoing, and all proceeds of the
conversion, voluntary or involuntary,
of the foregoing into cash, instruments, securities or other
property, including without
limitation all amounts from time to time held or invested in the
Certificate Account or the
Custodial Account, whether in the form of cash, instruments,
securities or other property and
(2) an assignment by the Company to the Trustee of any security
interest in any and all of
Residential Funding's right (including the power to convey title
thereto), title and interest,
whether now owned or hereafter acquired, in and to the property
described in the foregoing
clauses (1)(A), (B) and (C) granted by Residential Funding to the
Company pursuant to the
Assignment Agreement; (c) the possession by the Trustee, the
Custodian or any other agent of the
Trustee of Mortgage Notes or such other items of property as
constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be
"possession by the secured party,"
or possession by a purchaser or a person designated by such
secured party, for purposes of
perfecting the security interest pursuant to the Minnesota
Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction
(including, without limitation,
Section 9-305, 8-313 or 8-321 thereof); and (d) notifications to
persons holding such property,
and acknowledgments, receipts or confirmations from persons
holding such property, shall be
deemed notifications to, or acknowledgments, receipts or
confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting
such security interest under applicable law.
The Company and, at the Company's direction, Residential
Funding and the Trustee shall, to
the extent consistent with this Agreement, take such reasonable
actions as may be necessary to
ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans
and the other property described above, such security interest
would be deemed to be a perfected
security interest of first priority under applicable law and will
be maintained as such
throughout the term of this Agreement. Without limiting the
generality of the foregoing, the
Company shall prepare and deliver to the Trustee not less than 15
days prior to any filing date
and, the Trustee shall forward for filing, or shall cause to be
forwarded for filing, at the
expense of the Company, all filings necessary to maintain the
effectiveness of any original
filings necessary under the Uniform Commercial Code as in effect
in any jurisdiction to perfect
the Trustee's security interest in or lien on the Mortgage Loans
as evidenced by an Officer's
Certificate of the Company, including without limitation (x)
continuation statements, and (y)
such other statements as may be occasioned by (1) any change of
name of Residential Funding, the
Company or the Trustee (such preparation and filing shall be at
the expense of the Trustee, if
occasioned by a change in the Trustee's name), (2) any change of
location of the place of
business or the chief executive office of Residential Funding or
the Company, or (3) any
transfer of any interest of Residential Funding or the Company in
any Mortgage Loan.
(f) The Master Servicer hereby acknowledges the receipt
by it of cash in an
amount equal to $354,883.43 (the "Initial Monthly Payment Fund"),
representing scheduled
principal amortization and interest at the Net Mortgage Rate for
the Due Date in November 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 November 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 and the Owner of the Excess Spread. The
Trustee or Custodian (such Custodian
being so obligated under a Custodial Agreement) agrees, for the
benefit of Certificateholders,
to review each Mortgage File delivered to it pursuant to Section
2.01(b) within 45 days after
the Closing Date to ascertain that all required documents
(specifically as set forth in Section
2.01(b)), have been executed and received, and that such
documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that
have been conveyed to it. Upon
delivery of the Mortgage Files by the Company or the Master
Servicer, the Trustee shall
acknowledge receipt (or, with respect to Mortgage Loans subject
to a Custodial Agreement, and
based solely upon a receipt or certification executed by the
Custodian, receipt by the
respective Custodian as the duly appointed agent of the Trustee)
of the documents referred to in
Section 2.01(c) above. The Trustee or Custodian (such Custodian
being so obligated under a
Custodial Agreement) agrees to review each Mortgage File
delivered to it pursuant to Section
2.01(c) within 45 days after receipt thereof to ascertain that
all documents required to be
delivered pursuant to such Section have been received, and that
such documents relate to the
Mortgage Loans identified on the Mortgage Loan Schedule, as
supplemented, that have been
conveyed to it.
If the Custodian, as the Trustee's agent, finds any document
or documents constituting a
part of a Mortgage File to be missing or defective in any
material respect, the Trustee shall
promptly so notify the Master Servicer and the Company. Pursuant
to Section 2.3 of the
Custodial Agreement, the Custodian will notify the Master
Servicer, the Company and the Trustee
of any such omission or defect found by it in respect of any
Mortgage File held by it. The
Master Servicer shall promptly notify the related Subservicer or
Seller of such omission or
defect and request that such Subservicer or Seller correct or
cure such omission or defect
within 60 days from the date the Master Servicer was notified of
such omission or defect and, if
such Subservicer or Seller does not correct or cure such omission
or defect within such period,
that such Subservicer or Seller purchase such Mortgage Loan from
the Trust Fund at its Purchase
Price, in either case within 90 days from the date the Master
Servicer was notified of such
omission or defect. The Purchase Price for any such Mortgage
Loan, whether purchased by the
Seller or the Subservicer, shall be deposited or caused to be
deposited by the Master Servicer
in the Custodial Account maintained by it pursuant to Section
3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a
Servicing Officer, the Trustee or
any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage
File and the Trustee shall execute and deliver such instruments
of transfer or assignment
prepared by the Master Servicer, in each case without recourse,
as shall be necessary to vest in
the Seller or its designee or the Subservicer or its designee, as
the case may be, any Mortgage
Loan released pursuant hereto and thereafter such Mortgage Loan
shall not be part of the Trust
Fund. It is understood and agreed that the obligation of the
Seller or the Subservicer, as the
case may be, to so cure or purchase any Mortgage Loan as to which
a material defect in or
omission of a constituent document exists shall constitute the
sole remedy respecting such
defect or omission available to Certificateholders or the Trustee
on behalf of
Certificateholders.
Section 2.03. Representations, Warranties and Covenants of
the Master Servicer and the
Company.
(a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit
of Certificateholders that:
(i) The Master Servicer is a corporation duly
organized, validly existing
and in good standing under the laws governing its creation and
existence and is or will be
in compliance with the laws of each state in which any
Mortgaged Property is located to
the extent necessary to ensure the enforceability of each
Mortgage Loan in accordance with
the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its
performance and compliance with the terms of this Agreement
will not violate the Master
Servicer's Certificate of Incorporation or Bylaws or
constitute a default (or an event
which, with notice or lapse of time, or both, would constitute
a material default) under,
or result in the material breach of, any material contract,
agreement or other instrument
to which the Master Servicer is a party or which may be
applicable to the Master Servicer
or any of its assets;
(iii) This Agreement, assuming due authorization,
execution and delivery by
the Trustee and the Company, constitutes a valid, legal and
binding obligation of the
Master Servicer, enforceable against it in accordance with the
terms hereof subject to
applicable bankruptcy, insolvency, reorganization, moratorium
and other laws affecting the
enforcement of creditors' rights generally and to general
principles of equity, regardless
of whether such enforcement is considered in a proceeding in
equity or at law;
(iv) The Master Servicer is not in default with respect
to any order or decree of
any court or any order, regulation or demand of any Federal,
state, municipal or
governmental agency, which default might have consequences
that would materially and
adversely affect the condition (financial or other) or
operations of the Master Servicer
or its properties or might have consequences that would
materially adversely affect its
performance hereunder;
(v) No litigation is pending or, to the best of
the Master Servicer's
knowledge, threatened against the Master Servicer which would
prohibit its entering into
this Agreement or performing its obligations under this
Agreement;
(vi) The Master Servicer will comply in all material
respects in the performance
of this Agreement with all reasonable rules and requirements
of each insurer under each
Required Insurance Policy;
(vii) No information, certificate of an officer,
statement furnished in
writing or report delivered to the Company, any Affiliate of
the Company or the Trustee by
the Master Servicer will, to the knowledge of the Master
Servicer, contain any untrue
statement of a material fact or omit a material fact necessary
to make the information,
certificate, statement or report not misleading; and
(viii) The Master Servicer has examined each
existing, and will examine each
new, Subservicing Agreement and is or will be familiar with
the terms thereof. The terms
of each existing Subservicing Agreement and each designated
Subservicer are acceptable to
the Master Servicer and any new Subservicing Agreements will
comply with the provisions of
Section 3.02.
It is understood and agreed that the representations and
warranties set forth in this Section
2.03(a) shall survive delivery of the respective Mortgage Files
to the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the
Trustee or any Custodian of
a breach of any representation or warranty set forth in this
Section 2.03(a) which materially
and adversely affects the interests of the Certificateholders and
the Owner of the Excess Spread
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 and the Owner of the Excess
Spread or the Trustee on behalf
of the Certificateholders and such owner.
(b) The Company hereby represents and warrants to the Trustee
for the benefit of
Certificateholders and the Owner of the Excess Spread 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 (a) 25% of the
principal balance of the Mortgage Loan at origination if the
Loan-to-Value Ratio is
between 95.00% and 90.01%, (b) 12% of such balance if the
Loan-to-Value Ratio is between
90.01% and 85.01%, and (c) 6% of such balance if the
Loan-to-Value Ratio is between 85.00%
and 80.01%. 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 1.2% 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, no more than 0.7% of the Mortgage
Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by
Mortgaged Properties located in
any one zip code area outside California, and none of the
Mortgage Loans 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 17.87% 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) None the Mortgage Loans were Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified
mortgage under Section
860G(a)(3)(A) of the Code and Treasury Regulations Section
1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as
of the closing of each
Mortgage Loan and is valid and binding and remains in full
force and effect;
(xiv) With respect to 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;
(xv) Interest on each Mortgage Loan is calculated on the
basis of a 360-day year
consisting of twelve 30-day months; and
(xvi) Two of the Mortgage Loans 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 and the Owner of the
Excess Spread 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 and the
Owner of the Excess Spread or the Trustee on behalf of
Certificateholders and such owner.
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 and
the Owner of the Excess Spread
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 and the Owner of the
Excess Spread. 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 and
the Owner of the Excess Spread 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 and the
Owner of the Excess Spread or the Trustee on behalf of
Certificateholders and such owner. If
the Master Servicer is Residential Funding, then the Trustee
shall also have the right to give
the notification and require the purchase or substitution
provided for in the second preceding
paragraph in the event of such a breach of a representation or
warranty made by Residential
Funding in the Assignment Agreement. In connection with the
purchase of or substitution for any
such Mortgage Loan by Residential Funding, the Trustee shall
assign to Residential Funding all
of the right, title and interest in respect of the Seller's
Agreement and the Assignment
Agreement applicable to such Mortgage Loan.
Section 2.05. Execution and Authentication of
Certificates.
The Trustee acknowledges the assignment to it of the
Mortgage Loans and the
delivery of the Mortgage Files to it, or any Custodian on its
behalf, subject to any exceptions
noted, together with the assignment to it of all other assets
included in the Trust Fund,
receipt of which is hereby acknowledged. Concurrently with such
delivery and in exchange
therefor, the Trustee, pursuant to the written request of the
Company executed by an officer of
the Company has executed and caused to be authenticated and
delivered to or upon the order of
the Company the Certificates in authorized denominations which
evidence ownership of the entire
Trust Fund.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the
Mortgage Loans in accordance
with the terms of this Agreement and the respective Mortgage
Loans and shall have full power and
authority, acting alone or through Subservicers as provided in
Section 3.02, to do any and all
things which it may deem necessary or desirable in connection
with such servicing and
administration. Without limiting the generality of the
foregoing, the Master Servicer in its
own name or in the name of a Subservicer is hereby authorized and
empowered by the Trustee when
the Master Servicer or the Subservicer, as the case may be,
believes it appropriate in its best
judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of
them, any and all instruments of satisfaction or cancellation, or
of partial or full release or
discharge, or of consent to assumption or modification in
connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection
with the repurchase of a
Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-
recording of a Mortgage for the purpose of correcting the
Mortgage, the subordination of the
lien of the Mortgage in favor of a public utility company or
government agency or unit with
powers of eminent domain, the taking of a deed in lieu of
foreclosure, the completion of
judicial or non-judicial foreclosure, the conveyance of a
Mortgaged Property to an Insurer, the
acquisition of any property acquired by foreclosure or deed in
lieu of foreclosure, or the
management, marketing and conveyance of any property acquired by
foreclosure or deed in lieu of
foreclosure with respect to the Mortgage Loans and with respect
to the Mortgaged Properties.
Notwithstanding the foregoing, subject to Section 3.07(a), the
Master Servicer shall not permit
any modification with respect to any Mortgage Loan that would
both constitute a sale or exchange
of such Mortgage Loan within the meaning of Section 1001 of the
Code and any proposed, temporary
or final regulations promulgated thereunder (other than in
connection with a proposed conveyance
or assumption of such Mortgage Loan that is treated as a
Principal Prepayment in Full pursuant
to Section 3.13(d) hereof) and cause the REMIC to fail to qualify
as such under the Code. The
Trustee shall furnish the Master Servicer with any powers of
attorney and other documents
necessary or appropriate to enable the Master Servicer to service
and administer the Mortgage
Loans. The Trustee shall not be responsible for any action taken
by the Master Servicer or any
Subservicer pursuant to such powers of attorney. In servicing and
administering any
Nonsubserviced Mortgage Loan, the Master Servicer shall, 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 3.07(c) or
3.21; and
(vi) All amounts transferred from the Certificate Account
to the Custodial
Account in accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial Account
shall be exclusive, it being
understood and agreed that, without limiting the generality of
the foregoing, payments on the
Mortgage Loans which are not part of the Trust Fund (consisting
of payments in respect of
principal and interest on the Mortgage Loans due on or before the
Cut-off Date) and payments or
collections in the nature of prepayment charges or late payment
charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial
Account. In the event any
amount not required to be deposited in the Custodial Account is
so deposited, the Master
Servicer may at any time withdraw such amount from the Custodial
Account, any provision herein
to the contrary notwithstanding. The Custodial Account may
contain funds that belong to one or
more trust funds created for mortgage pass-through certificates
of other series and may contain
other funds respecting payments on mortgage loans belonging to
the Master Servicer or serviced
or master serviced by it on behalf of others. Notwithstanding
such commingling of funds, the
Master Servicer shall keep records that accurately reflect the
funds on deposit in the Custodial
Account that have been identified by it as being attributable to
the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and the proceeds of
the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any
calendar month, the Master Servicer may elect to treat such
amounts as included in the Available
Distribution Amount for the Distribution Date in the month of
receipt, but is not obligated to
do so. If the Master Servicer so elects, such amounts will be
deemed to have been received (and
any related Realized Loss shall be deemed to have occurred) on
the last day of the month prior
to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause
the institution
maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to
the Mortgage Loans in Permitted Investments which shall mature
not later than the Certificate
Account Deposit Date next following the date of such investment
(with the exception of the
Amount Held for Future Distribution) and which shall not be sold
or disposed of prior to their
maturities. All income and gain realized from any such
investment shall be for the benefit of
the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal
or order from time to time. The amount of any losses incurred in
respect of any such
investments attributable to the investment of amounts in respect
of the Mortgage Loans shall be
deposited in the Custodial Account by the Master Servicer out of
its own funds immediately as
realized.
(d) The Master Servicer shall give notice to the Trustee and
the Company of any change
in the location of the Custodial Account and the location of the
Certificate Account prior to
the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a
Mortgage Loan pursuant to a
Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the
Subservicing Agreement, to establish and maintain one or more
Subservicing Accounts which shall
be an Eligible Account or, if such account is not an Eligible
Account, shall generally satisfy
the requirements of the Program Guide and be otherwise acceptable
to the Master Servicer and
each Rating Agency. The Subservicer will be required thereby to
deposit into the Subservicing
Account on a daily basis all proceeds of Mortgage Loans received
by the Subservicer, less its
Subservicing Fees and unreimbursed advances and expenses, to the
extent permitted by the
Subservicing Agreement. If the Subservicing Account is not an
Eligible Account, the Master
Servicer shall be deemed to have received such monies upon
receipt thereof by the Subservicer.
The Subservicer shall not be required to deposit in the
Subservicing Account payments or
collections in the nature of prepayment charges or late charges
or assumption fees. On or
before the date specified in the Program Guide, but in no event
later than the Determination
Date, the Master Servicer shall cause the Subservicer, pursuant
to the Subservicing Agreement,
to remit to the Master Servicer for deposit in the Custodial
Account all funds held in the
Subservicing Account with respect to each Mortgage Loan serviced
by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer
will also be required, pursuant
to the Subservicing Agreement, to advance on such scheduled date
of remittance amounts equal to
any scheduled monthly installments of principal and interest less
its Subservicing Fees on any
Mortgage Loans for which payment was not received by the
Subservicer. This obligation to
advance with respect to each Mortgage Loan will continue up to
and including the first of the
month following the date on which the related Mortgaged Property
is sold at a foreclosure sale
or is acquired by the Trust Fund by deed in lieu of foreclosure
or otherwise. All such advances
received by the Master Servicer shall be deposited promptly by it
in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the
Subservicing Agreement, to
remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted
Mortgage Rate on any Curtailment received by such Subservicer in
respect of a Mortgage Loan from
the related Mortgagor during any month that is to be applied by
the Subservicer to reduce the
unpaid principal balance of the related Mortgage Loan as of the
first day of such month, from
the date of application of such Curtailment to the first day of
the following month. Any
amounts paid by a Subservicer pursuant to the preceding sentence
shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be
subject to its withdrawal or
order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate
Account, the Master
Servicer shall for any Nonsubserviced Mortgage Loan, and shall
cause the Subservicers for
Subserviced Mortgage Loans to, establish and maintain one or more
Servicing Accounts and deposit
and retain therein all collections from the Mortgagors (or
advances from Subservicers) for the
payment of taxes, assessments, hazard insurance premiums, Primary
Insurance Policy premiums, if
applicable, or comparable items for the account of the
Mortgagors. Each Servicing Account shall
satisfy the requirements for a Subservicing Account and, to the
extent permitted by the Program
Guide or as is otherwise acceptable to the Master Servicer, may
also function as a Subservicing
Account. Withdrawals of amounts related to the Mortgage Loans
from the Servicing Accounts may
be made only to effect timely payment of taxes, assessments,
hazard insurance premiums, Primary
Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer
or Subservicer out of related collections for any payments made
pursuant to Sections 3.11 (with
respect to the Primary Insurance Policy) and 3.12(a) (with
respect to hazard insurance), to
refund to any Mortgagors any sums as may be determined to be
overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or
to clear and terminate the
Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in
accordance with the Program Guide. As part of its servicing
duties, the Master Servicer shall,
and the Subservicers will, pursuant to the Subservicing
Agreements, be required to pay to the
Mortgagors interest on funds in this account to the extent
required by law.
(d) The Master Servicer shall advance the payments referred
to in the preceding
subsection that are not timely paid by the Mortgagors or advanced
by the Subservicers on the
date when the tax, premium or other cost for which such payment
is intended is due, but the
Master Servicer shall be required so to advance only to the
extent that such advances, in the
good faith judgment of the Master Servicer, will be recoverable
by the Master Servicer out of
Insurance Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage
Loans.
In the event that compliance with this Section 3.09 shall make
any Class of Certificates
legal for investment by federally insured savings and loan
associations, the Master Servicer
shall provide, or cause the Subservicers to provide, to the
Trustee, the Office of Thrift
Supervision or the FDIC and the supervisory agents and examiners
thereof access to the
documentation regarding the Mortgage Loans required by applicable
regulations of the Office of
Thrift Supervision, such access being afforded without charge but
only upon reasonable request
and during normal business hours at the offices designated by the
Master Servicer. The Master
Servicer shall permit such representatives to photocopy any such
documentation and shall provide
equipment for that purpose at a charge reasonably approximating
the cost of such photocopying to
the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial
Account.
(a) The Master Servicer may, from time to time as provided
herein, make withdrawals
from the Custodial Account of amounts on deposit therein pursuant
to Section 3.07 that are
attributable to the Mortgage Loans for the following purposes:
(i) to make deposits into the Certificate Account
in the amounts and in the
manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed
advances or expenses made pursuant to Sections 3.01, 3.08,
3.11, 3.12(a), 3.14 and 4.04 or
otherwise reimbursable pursuant to the terms of this
Agreement, such withdrawal right
being limited to amounts received on particular Mortgage Loans
(including, for this
purpose, REO Proceeds, Insurance Proceeds, Liquidation
Proceeds and proceeds from the
purchase of a Mortgage Loan pursuant to Section 2.02, 2.03,
2.04 or 4.07) which represent
(A) Late Collections of Monthly Payments for which any such
advance was made in the case
of Subservicer Advances or Advances pursuant to Section 4.04
and (B) late recoveries of
the payments for which such advances were made in the case of
Servicing Advances;
(iii) to pay to itself or the related Subservicer
(if not previously retained
by such Subservicer) out of each payment received by the
Master Servicer on account of
interest on a Mortgage Loan as contemplated by Sections 3.14
and 3.16, an amount equal to
that remaining portion of any such payment as to interest (but
not in excess of the
Servicing Fee and the Subservicing Fee, if not previously
retained) which, when deducted,
will result in the remaining amount of such interest being
interest at the Net Mortgage
Rate on the amount specified in the amortization schedule of
the related Mortgage Loan as
the principal balance thereof at the beginning of the period
respecting which such
interest was paid after giving effect to any previous
Curtailments;
(iv) to pay to itself as additional servicing
compensation any interest or
investment income earned on funds deposited in the Custodial
Account that it is entitled
to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing
compensation any Foreclosure
Profits, and any amounts remitted by Subservicers as interest
in respect of Curtailments
pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller,
Residential Funding, the Company
or any other appropriate Person, as the case may be, with
respect to each Mortgage Loan or
property acquired in respect thereof that has been purchased
or otherwise transferred
pursuant to Section 2.02, 2.03, 2.04, 4.07 or 9.01, all
amounts received thereon and not
required to be distributed to Certificateholders as of the
date on which the related
Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer
for any Nonrecoverable
Advance or Advances in the manner and to the extent provided
in subsection (c) below or
any Advance reimbursable to the Master Servicer pursuant to
Section 4.02(a)(iii);
(viii) to reimburse itself or the Company for
expenses incurred by and
reimbursable to it or the Company pursuant to Sections 3.13,
3.14(c), 6.03, 10.01 or
otherwise;
(ix) to reimburse itself for amounts expended by it (a)
pursuant to Section 3.14
in good faith in connection with the restoration of property
damaged by an Uninsured
Cause, and (b) in connection with the liquidation of a
Mortgage Loan or disposition of an
REO Property to the extent not otherwise reimbursed pursuant
to clause (ii) or (viii)
above; and
(x) to withdraw any amount deposited in the
Custodial Account that was not
required to be deposited therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses
(ii), (iii), (v) and
(vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on
the related Mortgage Loan, the Master Servicer shall keep and
maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself
or the related
Subservicer for any advance made in respect of a Mortgage Loan
that the Master Servicer
determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on
deposit therein attributable to the Mortgage Loans on any
Certificate Account Deposit Date
succeeding the date of such determination. Such right of
reimbursement in respect of a
Nonrecoverable Advance on any such Certificate Account Deposit
Date shall be limited to an
amount not exceeding the portion of such advance previously paid
to Certificateholders and the
Owner of the Excess Spread (and not theretofore reimbursed to the
Master Servicer or the related
Subservicer).
Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder.
(a) The Master Servicer shall not take, or permit any
Subservicer to take, any action
which would result in non-coverage under any applicable Primary
Insurance Policy of any loss
which, but for the actions of the Master Servicer or Subservicer,
would have been covered
thereunder. To the extent coverage is available, the Master
Servicer shall keep or cause to be
kept in full force and effect each such Primary Insurance Policy
until the principal balance of
the related Mortgage Loan secured by a Mortgaged Property is
reduced to 80% or less of the
Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination
in excess of 80%, provided that such Primary Insurance Policy was
in place as of the Cut-off
Date and the Company had knowledge of such Primary Insurance
Policy. In the event that the
Company gains knowledge that as of the Closing Date, a Mortgage
Loan had a Loan-to-Value Ratio
at origination in excess of 80% and is not the subject of a
Primary Insurance Policy (and was
not included in any exception to the representation in Section
2.03(b)(iv)) and that such
Mortgage Loan has a current Loan-to-Value Ratio in excess of 80%
then the Master Servicer shall
use its reasonable efforts to obtain and maintain a Primary
Insurance Policy to the extent that
such a policy is obtainable at a reasonable price. The Master
Servicer shall not cancel or
refuse to renew any such Primary Insurance Policy applicable to a
Nonsubserviced Mortgage Loan,
or consent to any Subservicer canceling or refusing to renew any
such Primary Insurance Policy
applicable to a Mortgage Loan subserviced by it, that is in
effect at the date of the initial
issuance of the Certificates and is required to be kept in force
hereunder unless the
replacement Primary Insurance Policy for such canceled or
non-renewed policy is maintained with
an insurer whose claims-paying ability is acceptable to each
Rating Agency for mortgage pass-
through certificates having a rating equal to or better than the
lower of the then-current
rating or the rating assigned to the Certificates as of the
Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and
servicer of the Mortgage
Loans, the Master Servicer agrees to present or to cause the
related Subservicer to present, on
behalf of the Master Servicer, the Subservicer, if any, the
Trustee and Certificateholders,
claims to the Insurer under any Primary Insurance Policies, in a
timely manner in accordance
with such policies, and, in this regard, to take or cause to be
taken such reasonable action as
shall be necessary to permit recovery under any Primary Insurance
Policies respecting defaulted
Mortgage Loans. Pursuant to Section 3.07, any Insurance Proceeds
collected by or remitted to
the Master Servicer under any Primary Insurance Policies shall be
deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and Omissions
and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each
Mortgage Loan (other
than a Cooperative Loan) fire insurance with extended coverage in
an amount which is equal to
the lesser of the principal balance owing on such Mortgage Loan
or 100 percent of the insurable
value of the improvements; provided, however, that such coverage
may not be less than the
minimum amount required to fully compensate for any loss or
damage on a replacement cost basis.
To the extent it may do so without breaching the related
Subservicing Agreement, the Master
Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is
available, to be maintained. The Master Servicer shall also
cause to be maintained on property
acquired upon foreclosure, or deed in lieu of foreclosure, of any
Mortgage Loan (other than a
Cooperative Loan), fire insurance with extended coverage in an
amount which is at least equal to
the amount necessary to avoid the application of any co-insurance
clause contained in the
related hazard insurance policy. Pursuant to Section 3.07, any
amounts collected by the Master
Servicer under any such policies (other than amounts to be
applied to the restoration or repair
of the related Mortgaged Property or property thus acquired or
amounts released to the Mortgagor
in accordance with the Master Servicer's normal servicing
procedures) shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section
3.10. Any cost incurred by the
Master Servicer in maintaining any such insurance shall not, for
the purpose of calculating
monthly distributions to Certificateholders, be added to the
amount owing under the Mortgage
Loan, notwithstanding that the terms of the Mortgage Loan so
permit. Such costs shall be
recoverable by the Master Servicer out of related late payments
by the Mortgagor or out of
Insurance Proceeds and Liquidation Proceeds 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 the REMIC to fail to qualify as such under
the Code. The Master Servicer
shall execute and deliver such documents only if it reasonably
determines that (i) its execution
and delivery thereof will not conflict with or violate any terms
of this Agreement or cause the
unpaid balance and interest on the Mortgage Loan to be
uncollectible in whole or in part, (ii)
any required consents of insurers under any Required Insurance
Policies have been obtained and
(iii) subsequent to the closing of the transaction involving the
assumption or transfer (A) the
Mortgage Loan will continue to be secured by a first mortgage
lien pursuant to the terms of the
Mortgage, (B) such transaction will not adversely affect the
coverage under any Required
Insurance Policies, (C) the Mortgage Loan will fully amortize
over the remaining term thereof,
(D) no material term of the Mortgage Loan (including the interest
rate on the Mortgage Loan)
will be altered nor will the term of the Mortgage Loan be changed
and (E) if the
seller/transferor of the Mortgaged Property is to be released
from liability on the Mortgage
Loan, such release will not (based on the Master Servicer's or
Subservicer's good faith
determination) adversely affect the collectability of the
Mortgage Loan. Upon receipt of
appropriate instructions from the Master Servicer in accordance
with the foregoing, the Trustee
shall execute any necessary instruments for such assumption or
substitution of liability as
directed by the Master Servicer. Upon the closing of the
transactions contemplated by such
documents, the Master Servicer shall cause the originals or true
and correct copies of the
assumption agreement, the release (if any), or the modification
or supplement to the Mortgage
Note or Mortgage to be delivered to the Trustee or the Custodian
and deposited with the Mortgage
File for such Mortgage Loan. Any fee collected by the Master
Servicer or such related
Subservicer for entering into an assumption or substitution of
liability agreement will be
retained by the Master Servicer or such Subservicer as additional
servicing compensation.
(c) The Master Servicer or the related Subservicer, as the
case may be, shall be
entitled to approve a request from a Mortgagor for a partial
release of the related Mortgaged
Property, the granting of an easement thereon in favor of another
Person, any alteration or
demolition of the related Mortgaged Property or other similar
matters if it has determined,
exercising its good faith business judgment in the same manner as
it would if it were the owner
of the related Mortgage Loan, that the security for, and the
timely and full collectability of,
such Mortgage Loan would not be adversely affected thereby and
that the REMIC would not fail to
continue to qualify as a REMIC under the Code as a result
thereof. Any fee collected by the
Master Servicer or the related Subservicer for processing such a
request will be retained by the
Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions of
this Agreement, the
Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction
with respect to any Mortgage Loan, provided the obligee with
respect to such Mortgage Loan
following such proposed assignment provides the Trustee and
Master Servicer with a "Lender
Certification for Assignment of Mortgage Loan" in the form
attached hereto as Exhibit O, in form
and substance satisfactory to the Trustee and Master Servicer,
providing the following: (i) that
the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an
assignment in lieu of satisfaction is required to preserve lien
priority, minimize or avoid
mortgage recording taxes or otherwise comply with, or facilitate
a refinancing under, the laws
of such jurisdiction; (ii) that the substance of the assignment
is, and is intended to be, a
refinancing of such Mortgage Loan and that the form of the
transaction is solely to comply with,
or facilitate the transaction under, such local laws; (iii) that
the Mortgage Loan following the
proposed assignment will have a rate of interest at least 0.25
percent below or above the rate
of interest on such Mortgage Loan prior to such proposed
assignment; and (iv) that such
assignment is at the request of the borrower under the related
Mortgage Loan. Upon approval of
an assignment in lieu of satisfaction with respect to any
Mortgage Loan, the Master Servicer
shall receive cash in an amount equal to the unpaid principal
balance of and accrued interest on
such Mortgage Loan and the Master Servicer shall treat such
amount as a Principal Prepayment in
Full with respect to such Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise
comparably convert (which
may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans
as come into and continue in default and as to which no
satisfactory arrangements can be made
for collection of delinquent payments pursuant to Section 3.07.
In connection with such
foreclosure or other conversion, the Master Servicer shall,
consistent with Section 3.11, follow
such practices and procedures as it shall deem necessary or
advisable, as shall be normal and
usual in its general mortgage servicing activities and as shall
be required or permitted by the
Program Guide; provided that the Master Servicer shall not be
liable in any respect hereunder if
the Master Servicer is acting in connection with any such
foreclosure or other conversion in a
manner that is consistent with the provisions of this Agreement.
The Master Servicer, however,
shall not be required to expend its own funds in connection with
any foreclosure, or attempted
foreclosure which is not completed, or towards the restoration of
any property unless it shall
determine (i) that such restoration and/or foreclosure will
increase the proceeds of liquidation
of the Mortgage Loan to Holders of Certificates of one or more
Classes after reimbursement to
itself for such expenses and (ii) that such expenses will be
recoverable to it through
Liquidation Proceeds, Insurance Proceeds, or REO Proceeds
(respecting which it shall have
priority for purposes of withdrawals from the Custodial Account
pursuant to Section 3.10,
whether or not such expenses are actually recoverable from
related Liquidation Proceeds,
Insurance Proceeds or REO Proceeds). In the event of a
determination by the Master Servicer
pursuant to this Section 3.14(a), the Master Servicer shall be
entitled to reimbursement of its
funds so expended pursuant to Section 3.10. Concurrently with
the foregoing, the Master
Servicer may pursue any remedies that may be available in
connection with a breach of a
representation and warranty with respect to any such Mortgage
Loan in accordance with Sections
2.03 and 2.04. However, the Master Servicer is not required to
continue to pursue both
foreclosure (or similar remedies) with respect to the Mortgage
Loans and remedies in connection
with a breach of a representation and warranty if the Master
Servicer determines in its
reasonable discretion that one such remedy is more likely to
result in a greater recovery as to
the Mortgage Loan. Upon the occurrence of a Cash Liquidation or
REO Disposition, following the
deposit in the Custodial Account of all Insurance Proceeds,
Liquidation Proceeds and other
payments and recoveries referred to in the definition of "Cash
Liquidation" or "REO
Disposition," as applicable, upon receipt by the Trustee of
written notification of such deposit
signed by a Servicing Officer, the Trustee or any Custodian, as
the case may be, shall release
to the Master Servicer the related Mortgage File and the Trustee
shall execute and deliver such
instruments of transfer or assignment prepared by the Master
Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or
its designee, as the case may
be, the related Mortgage Loan, and thereafter such Mortgage Loan
shall not be part of the Trust
Fund. Notwithstanding the foregoing or any other provision of
this Agreement, in the Master
Servicer's sole discretion with respect to any defaulted Mortgage
Loan or REO Property as to
either of the following provisions, (i) a Cash Liquidation or REO
Disposition may be deemed to
have occurred if substantially all amounts expected by the Master
Servicer to be received in
connection with the related defaulted Mortgage Loan or REO
Property have been received, and (ii)
for purposes of determining the amount of any Liquidation
Proceeds, Insurance Proceeds, REO
Proceeds or any other unscheduled collections or the amount of
any Realized Loss, the Master
Servicer may take into account minimal amounts of additional
receipts expected to be received or
any estimated additional liquidation expenses expected to be
incurred in connection with the
related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is
acquired by the Trust Fund as
an REO Property by foreclosure or by deed in lieu of foreclosure,
the deed or certificate of
sale shall be issued to the Trustee or to its nominee on behalf
of Certificateholders.
Notwithstanding any such acquisition of title and cancellation of
the related Mortgage Loan,
such REO Property shall (except as otherwise expressly provided
herein) be considered to be an
Outstanding Mortgage Loan held in the Trust Fund until such time
as the REO Property shall be
sold. Consistent with the foregoing for purposes of all
calculations hereunder so long as such
REO Property shall be considered to be an Outstanding Mortgage
Loan it shall be assumed that,
notwithstanding that the indebtedness evidenced by the related
Mortgage Note shall have been
discharged, such Mortgage Note and the related amortization
schedule in effect at the time of
any such acquisition of title (after giving effect to any
previous Curtailments and before any
adjustment thereto by reason of any bankruptcy or similar
proceeding or any moratorium or
similar waiver or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any REO
Property as aforesaid or
otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master
Servicer shall dispose of such REO Property within two years
after its acquisition by the Trust
Fund for purposes of Section 860G(a)(8) of the Code or, at the
expense of the Trust Fund,
request, more than 60 days before the day on which 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 the Trust Fund of such REO Property
subsequent to such two-year period will
not result in the imposition of taxes on "prohibited
transactions" as defined in Section 860F of
the Code or cause the REMIC to fail to qualify as a REMIC at any
time that any Certificates are
outstanding, in which case the Trust Fund may continue to hold
such REO Property (subject to any
conditions contained in such Opinion of Counsel). The Master
Servicer shall be entitled to be
reimbursed from the Custodial Account for any costs incurred in
obtaining such Opinion of
Counsel, as provided in Section 3.10. Notwithstanding any other
provision of this Agreement, no
REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or
otherwise used by or on behalf of the Trust Fund in such a manner
or pursuant to any terms that
would (i) cause such REO Property to fail to qualify as
"foreclosure property" within the
meaning of Section 860G(a)(8) of the Code or (ii) subject the
Trust Fund to the imposition of
any federal income taxes on the income earned from such REO
Property, including any taxes
imposed by reason of Section 860G(c) of the Code, unless the
Master Servicer has agreed to
indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or
purchase or repurchase of
any Mortgage Loan pursuant to the terms of this Agreement, as
well as any recovery resulting
from a collection of Liquidation Proceeds, Insurance Proceeds or
REO Proceeds, will be applied
in the following order of priority: first, to reimburse the
Master Servicer or the related
Subservicer in accordance with Section 3.10(a)(ii); second, to
the Certificateholders and the
Owner of the Excess Spread to the extent of accrued and unpaid
interest on the Mortgage Loan,
and any related REO Imputed Interest, at the Net Mortgage Rate to
the Due Date prior to the
Distribution Date on which such amounts are to be distributed;
third, to the Certificateholders
as a recovery of principal on the Mortgage Loan (or REO
Property); fourth, to all Servicing Fees
and Subservicing Fees payable therefrom (and the Master Servicer
and the Subservicer shall have
no claims for any deficiencies with respect to such fees which
result from the foregoing
allocation); and fifth, to Foreclosure Profits.
Section 3.15. Trustee to Cooperate; Release of Mortgage
Files.
(a) Upon becoming aware of the payment in full of any
Mortgage Loan, or upon the
receipt by the Master Servicer of a notification that payment in
full will be escrowed in a
manner customary for such purposes, the Master Servicer will
immediately notify the Trustee (if
it holds the related Mortgage File) or the Custodian by a
certification of a Servicing Officer
(which certification shall include a statement to the effect that
all amounts received or to be
received in connection with such payment which are required to be
deposited in the Custodial
Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the
forms attached hereto as Exhibit H requesting delivery to it of
the Mortgage File. Upon receipt
of such certification and request, the Trustee shall promptly
release, or cause the Custodian to
release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to
execute and deliver to the Mortgagor the request for
reconveyance, deed of reconveyance or
release or satisfaction of mortgage or such instrument releasing
the lien of the Mortgage,
together with the Mortgage Note with, as appropriate, written
evidence of cancellation thereon.
No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance
shall be chargeable to the Custodial Account or the Certificate
Account.
(b) From time to time as is appropriate for the servicing or
foreclosure of any
Mortgage Loan, the Master Servicer shall deliver to the
Custodian, with a copy to the Trustee, a
certificate of a Servicing Officer substantially in one of the
forms attached as Exhibit H
hereto, requesting that possession of all, or any document
constituting part of, the Mortgage
File be released to the Master Servicer and certifying as to the
reason for such release and
that such release will not invalidate any insurance coverage
provided in respect of the Mortgage
Loan under any Required Insurance Policy. Upon receipt of the
foregoing, the Trustee shall
deliver, or cause the Custodian to deliver, the Mortgage File or
any document therein to the
Master Servicer. The Master Servicer shall cause each Mortgage
File or any document therein so
released to be returned to the Trustee, or the Custodian as agent
for the Trustee when the need
therefor by the Master Servicer no longer exists, unless (i) the
Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such document has
been delivered directly or
through a Subservicer to an attorney, or to a public trustee or
other public official as
required by law, for purposes of initiating or pursuing legal
action or other proceedings for
the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master
Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a
Servicing Officer certifying as to the name and address of the
Person to which such Mortgage
File or such document was delivered and the purpose or purposes
of such delivery. In the event
of the liquidation of a Mortgage Loan, the Trustee shall deliver
the Request for Release with
respect thereto to the Master Servicer upon deposit of the
related Liquidation Proceeds in the
Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's
behalf shall execute and
deliver to the Master Servicer, if necessary, any court
pleadings, requests for trustee's sale
or other documents necessary to the foreclosure or trustee's sale
in respect of a Mortgaged
Property or to any legal action brought to obtain judgment
against any Mortgagor on the Mortgage
Note or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available
at law or in equity. Together
with such documents or pleadings (if signed by the Trustee), the
Master Servicer shall deliver
to the Trustee a certificate of a Servicing Officer requesting
that such pleadings or documents
be executed by the Trustee and certifying as to the reason such
documents or pleadings are
required and that the execution and delivery thereof by the
Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or
invalidate or otherwise affect the
lien of the Mortgage, except for the termination of such a lien
upon completion of the
foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation; Compensating
Interest.
(a) The Master Servicer, as compensation for its activities
hereunder, shall be
entitled to receive on each Distribution Date the amounts
provided for by clauses (iii), (iv),
(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
without any right of reimbursement.
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
Owner of the Excess Spread, a
distribution thereof pursuant to Section 4.02(a)(i), to the
Master Servicer, in the case of a
distribution pursuant to Section 4.02(a)(iii), the amount
required to be distributed to the
Master Servicer or a Subservicer pursuant to Section
4.02(a)(iii), and to each Certificateholder
of record on the next preceding Record Date (other than as
provided in Section 9.01 respecting
the final distribution) either in immediately available funds (by
wire transfer or otherwise) to
the account of such Certificateholder at a bank or other entity
having appropriate facilities
therefor, if such Certificateholder has so notified the Master
Servicer or the Paying Agent, as
the case may be, or, if such Certificateholder has not so
notified the Master Servicer or the
Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of
such Holder appearing in the Certificate Register such
Certificateholder's share (based on the
aggregate of the Percentage Interests represented by Certificates
of the applicable Class held
by such Holder) of the following amounts, in the following order
of priority (subject to the
provisions of Section 4.02(b)), in each case to the extent of the
Available Distribution Amount:
(i) to the Class A Certificateholders (other than the
Class A-5
Certificateholders), Class R Certificateholders and the Owner
of the Excess Spread, on a
pro rata basis based on Accrued Certificate Interest payable
on such Certificates and the
amount of Excess Spread with respect to such Distribution
Date, Accrued Certificate
Interest on such Classes of Certificates and such Excess
Spread, as applicable, for such
Distribution Date, plus any Accrued Certificate Interest
thereon or Excess Spread
remaining unpaid from any previous Distribution Date except as
provided in the last
paragraph of this Section 4.02(a);
(ii) (X) to the Class A-5 Certificateholders, the Class
A-5 Principal
Distribution Amount; and
(Y) to the Class A Certificateholders (other
than Class A-5
Certificateholders) and Class R Certificateholders, in the
priorities and amounts set
forth in Section 4.02(b)(ii) and Section 4.02(c), the sum of
the following (applied to
reduce the Certificate Principal Balances of such Class A
Certificates or Class R
Certificates, as applicable):
(A) the Senior Percentage for such Distribution
Date times the sum of the following:
(1) the principal portion of each Monthly
Payment due during the
related Due Period on each Outstanding Mortgage Loan
(other than the related
Discount Fraction of the principal portion of such
payment with respect to a
Discount Mortgage Loan), whether or not received on
or prior to the related
Determination Date, minus the principal portion of
any Debt Service
Reduction (other than the related Discount Fraction
of the principal portion
of such Debt Service Reductions with respect to each
Discount Mortgage Loan)
which together with other Bankruptcy Losses exceeds
the Bankruptcy Amount;
(2) the Stated Principal Balance of any
Mortgage Loan repurchased
during the related Prepayment Period (or deemed to
have been so repurchased
in accordance with Section 3.07(b)) pursuant to
Section 2.02, 2.03, 2.04 or
4.07 and the amount of any shortfall deposited in
the Custodial Account in
connection with the substitution of a Deleted
Mortgage Loan pursuant to
Section 2.03 or 2.04 during the related Prepayment
Period (other than the
related Discount Fraction of such Stated Principal
Balance or shortfall with
respect to 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-5
Collection Shortfalls remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant
to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii) and
(xv) are insufficient
therefor, applied in reduction of the Certificate Principal
Balance of the Class M-1
Certificates;
(vi) to the Holders of the Class M-2 Certificates, the
Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except
as provided below;
(vii) to the Holders of the Class M-2 Certificates,
an amount equal to the
Subordinate Principal Distribution Amount for such Class of
Certificates for such
Distribution Date, minus (y) the amount of any Class A-5
Collection Shortfalls remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant
to clause (x) of Sections 4.02(a)(ix), (xi), (xiii) and (xv)
are insufficient therefor,
applied in reduction of the Certificate Principal Balance of
the Class M-2 Certificates;
(viii) to the Holders of the Class M-3 Certificates,
the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except
as provided below;
(ix) to the Holders of the Class M-3 Certificates, an
amount equal to (x) the
Subordinate Principal Distribution Amount for such Class of
Certificates for such
Distribution Date minus (y) the amount of any Class A-5
Collection Shortfalls remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant
to clause (x) of Sections 4.02(a)(xi), (xiii) and (xv) are
insufficient therefor, applied
in reduction of the Certificate Principal Balance of the Class
M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates,
the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except
as provided below;
(xi) to the Holders of the Class B-1 Certificates, an
amount equal to (x) the
Subordinate Principal Distribution Amount for such Class of
Certificates for such
Distribution Date minus (y) the amount of any Class A-5
Collection Shortfalls remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant
to clause (x) of Sections 4.02(a)(xiii) and (xv) are
insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class
B-1 Certificates;
(xii) to the Holders of the Class B-2 Certificates,
the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except
as provided below;
(xiii) to the Holders of the Class B-2 Certificates,
an amount equal to (x) the
Subordinate Principal Distribution Amount for such Class of
Certificates for such
Distribution Date minus (y) the amount of any Class A-5
Collection Shortfalls remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant
to clause (x) of Section 4.02(a)(xv) are insufficient
therefor, applied in reduction of
the Certificate Principal Balance of the Class B-2
Certificates;
(xiv) to the Holders of the Class B-3 Certificates,
the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except
as provided below;
(xv) to the Holders of the Class B-3 Certificates, an
amount equal to (x) the
Subordinate Principal Distribution Amount for such Class of
Certificates for such
Distribution Date minus (y) the amount of any Class A-5
Collection Shortfalls remaining
unpaid for all previous Distribution Dates applied in
reduction of the Certificate
Principal Balance of the Class B-3 Certificates;
(xvi) to the Class A Certificateholders and Class R
Certificateholders in the
priority set forth in Section 4.02(b), the portion, if any, of
the Available Distribution
Amount remaining after the foregoing distributions, applied to
reduce the Certificate
Principal Balances of such Class A and Class R Certificates,
but in no event more than the
aggregate of the outstanding Certificate Principal Balances of
each such Class of Class A
and Class R Certificates, and thereafter, to each Class of
Class M Certificates then
outstanding beginning with such Class with the lowest
numerical designation, any portion
of the Available Distribution Amount remaining after the Class
A Certificates and Class R
Certificates have been retired, applied to reduce the
Certificate Principal Balance of
each such Class of Class M Certificates, but in no event more
than the outstanding
Certificate Principal Balance of each such Class of Class M
Certificates; and thereafter
to each such Class of Class B Certificates then outstanding
beginning with such Class with
the lowest numerical designation, any portion of the Available
Distribution Amount
remaining after the Class M Certificates have been retired,
applied to reduce the
Certificate Principal Balance of each such Class of Class B
Certificates, but in no event
more than the outstanding Certificate Principal Balance of
each such Class of Class B
Certificates; and
(xvii) to the Class R Certificateholders, the
balance, if any, of the Available
Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with
respect to the Class of
Class B Certificates outstanding on such Distribution Date with
the highest numerical
designation, or in the event the Class B Certificates are no
longer outstanding, the Class of
Class M Certificates then outstanding with the highest numerical
designation, or in the event
the Class B Certificates and Class M Certificates are no longer
outstanding, the Class A and
Class R Certificates, Accrued Certificate Interest thereon
remaining unpaid and Excess Spread
remaining unpaid from any previous Distribution Date will be
distributable only to the extent
that such unpaid Accrued Certificate Interest or Excess Spread
was attributable to interest
shortfalls relating to Nonrecoverable Advances as determined by
the Master Servicer with respect
to the related Mortgage Loan where such Mortgage Loan has not yet
been the subject of a Cash
Liquidation or REO Disposition.
(b) Distributions of principal on the Class A Certificates
and Class R Certificates on
each Distribution Date occurring prior to the occurrence of the
Credit Support Depletion Date
will be made as follows:
(i) first, to the Class A-5 Certificates, until
the Certificate Principal
Balance thereof is reduced to zero, an amount (the "Class A-5
Principal Distribution
Amount") equal to the aggregate of:
(A) the related 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 the collections on such Mortgage Loan
to the extent applied as
recoveries of principal;
(D) any amounts allocable to principal for any
previous Distribution Date
(calculated pursuant to clauses (A) through (C) above)
that remain undistributed;
and
(E) the amount of any Class A-5 Collection
Shortfalls for such Distribution
Date and the amount of any Class A-5 Collection
Shortfalls remaining unpaid for
all previous Distribution Dates, but only to the extent
of the Eligible Funds for
such Distribution Date;
(ii) second, the balance, if any, of the Senior Principal
Distribution Amount
shall be distributed as follows:
(A) first, to the Class R Certificates, until the
Certificate Principal Balance
thereof has been reduced to zero;
(B) second, to the Class A-1 Certificates until the
Certificate Principal
Balance thereof has been reduced to zero;
(C) third, to the Class A-2 Certificates until the
Certificate Principal Balance
thereof has been reduced to zero;
(D) fourth, to the Class A-3 Certificate until the
Certificate Principal Balance
thereof has been reduced to zero; and
(E) fifth, to the Class A-4 Certificates until the
Certificate Principal Balance
thereof has been reduced to zero.
(c) On or after the occurrence of the Credit Support
Depletion Date, all priorities
relating to distributions as described above in respect of
principal among the various classes
of Senior Certificates (other than the Class A-5 Certificates)
will be disregarded and an amount
equal to the Discount Fraction of the principal portion of
scheduled or unscheduled payments
received or advanced in respect of Discount Mortgage Loans will
be distributed to the Class A-5
Certificates and the Senior Principal Distribution Amount will be
distributed among all classes
of Senior Certificates (other than the Class A-5 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
or to the Owner of the Excess Spread, if applicable, (with the
amounts to be distributed
allocated among such Classes and the Excess Spread 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 in respect of Excess Spread or 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 Excess Spread or the Certificates of any
Class to the extent that
either (i) such Excess Spread or Class was protected against the
related Realized Loss pursuant
to any instrument or fund established under Section 11.01(e) or
(ii) such Excess Spread or 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, the Owner of the
Excess Spread and the Company a
statement setting forth the following information as to the
Excess Spread and 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 and to the Owner of the Excess Spread;
(iii) if the distribution to the Holders of such
Class of Certificates or such
Owner is less than the full amount that would be distributable
to such Holders or Owner 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 and Class B Percentages, after
giving effect to the
amounts distributed on such Distribution Date, separately
identifying any reduction
thereof due to Realized Losses other than pursuant to an
actual distribution of principal;
(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 weighted average Spread Rate 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 shall
forward, or cause to be forwarded, to
each Person who at any time during the calendar year was the
Owner of the Excess Spread or the
Holder of a Certificate, other than a Class R Certificate, a
statement containing the
information set forth in clauses (i) and (ii) of subsection (a)
above aggregated for such
calendar year or applicable portion thereof during which such
Person was a Certificateholder.
Such obligation of the Master Servicer shall be deemed to have
been satisfied to the extent that
substantially comparable information shall be provided by the
Master Servicer pursuant to any
requirements of the Code.
(c) Within a reasonable period of time after the end of each
calendar year, the Master
Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to
each Person who at any time during the calendar year was the
Holder of a Class R Certificate, a
statement containing the applicable distribution information
provided pursuant to this Section
4.03 aggregated for such calendar year or applicable portion
thereof during which such Person
was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed
to have been satisfied to the extent that substantially
comparable information shall be provided
by the Master Servicer pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the
Master Servicer, as soon as
reasonably practicable, shall provide the requesting
Certificateholder with such information as
is necessary and appropriate, in the Master Servicer's sole
discretion, for purposes of
satisfying applicable reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the Trustee and the
Company; Advances
by the Master Servicer.
(a) Prior to the close of business on the Business Day next
succeeding each
Determination Date, the Master Servicer shall furnish a written
statement to the Trustee, any
Paying Agent and the Company (the information in such statement
to be made available to
Certificateholders and the Owner of the Excess Spread by the
Master Servicer on request) setting
forth 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 and the
Excess Spread 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-5
Certificates, in an amount
equal to the Discount Fraction of the principal portion thereof,
and the remainder of such
Realized Losses and the entire amount of such Realized Losses on
Non-Discount Mortgage Loans
among all the Class A Certificates (other than the Class A-5
Certificates), Class R Certificates
and, in respect of the interest portion of such Realized Losses,
the Excess 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-5 Certificates), Class
M, Class B and Class R
Certificates, and, in respect of the interest portion of such
Realized Losses, the Excess
Spread, 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 Excess Spread means an
allocation on a pro rata basis,
among the various Classes so specified and the Excess Spread, 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 or amount of Excess Spread
payable on such Distribution Date (without regard to any
Compensating Interest for such
Distribution Date) in the case of an interest portion of a
Realized Loss. Except as provided in
the following sentence, any allocation of the principal portion
of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made
by reducing the Certificate
Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have
occurred on such Distribution Date. Any allocation of the
principal portion of Realized Losses
(other than Debt Service Reductions) to the Class B Certificates
or, after the Certificate
Principal Balances of the Class B Certificates have been reduced
to zero, to the Class of Class
M Certificates then outstanding with the highest numerical
designation shall be made by
operation of the definition of "Certificate Principal Balance"
and by operation of the
provisions of Section 4.02(a). Allocations of the interest
portions of Realized Losses shall be
made by operation of the definition of "Accrued Certificate
Interest" and by operation of the
provisions of Section 4.02(a). Allocations of the principal
portion of Debt Service Reductions
shall be made by operation of the provisions of Section 4.02(a).
All Realized Losses and all
other losses allocated to a Class of Certificates hereunder will
be allocated among the
Certificates of such Class in proportion to the Percentage
Interests evidenced thereby.
Section 4.06. Reports of Foreclosures and Abandonment of
Mortgaged Property.
The Master Servicer or the Subservicers shall file information
returns with respect to the
receipt of mortgage interests received in a trade or business,
the reports of foreclosures and
abandonments of any Mortgaged Property and the information
returns relating to cancellation of
indebtedness income with respect to any Mortgaged Property
required by Sections 6050H, 6050J and
6050P, respectively, of the Code, and deliver to the Trustee an
Officers' Certificate on or
before March 31 of each year stating that such reports have been
filed. Such reports shall be
in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H,
6050J and 6050P of the Code.
Section 4.07. Optional Purchase of
Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90
days or more, the Master
Servicer may, at its option, purchase such Mortgage Loan from the
Trustee at the Purchase Price
therefor. If at any time the Master Servicer makes a payment to
the Certificate Account
covering the amount of the Purchase Price for such a Mortgage
Loan, and the Master Servicer
provides to the Trustee a certification signed by a Servicing
Officer stating that the amount of
such payment has been deposited in the Certificate Account, then
the Trustee shall execute the
assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the
Master Servicer which shall succeed to all the Trustee's right,
title and interest in and to
such Mortgage Loan, and all security and documents relative
thereto. Such assignment shall be
an assignment outright and not for security. The Master Servicer
will thereupon own such
Mortgage, and all such security and documents, free of any
further obligation to the Trustee or
the Certificateholders with respect thereto. Notwithstanding
anything to the contrary in this
Section 4.07, the Master Servicer shall continue to service any
such Mortgage Loan after the
date of such purchase in accordance with the terms of this
Agreement and, if any Realized Loss
with respect to such Mortgage Loan occurs, allocate such Realized
Loss 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.
ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates,
respectively, shall be
substantially in the forms set forth in Exhibits A, B, C and D
and shall, on original issue, be
executed and delivered by the Trustee to the Certificate
Registrar for authentication and
delivery to or upon the order of the Company upon receipt by the
Trustee or one or more
Custodians of the documents specified in Section 2.01. The
Certificates, other than the Class R
Certificates, shall be issuable in minimum dollar denominations
of $25,000 (or $250,000 in the
case of the Class M-2, Class M-3, Class B-1, Class B-2 and Class
B-3 Certificates) and integral
multiples of $1 (in the case of the Class A-1, Class A-2, Class
A-3 and Class A-4 Certificates)
and $1,000 (in the case of all other Classes of Certificates) in
excess thereof, except that one
Certificate of each of the A-5 Certificates and Class B-3
Certificates may be issued in a
denomination equal to the denomination set forth as follows for
such Class or the sum of such
denomination and an integral multiple of $1,000:
Class A-5 $ 25,111.75
Class B-3 $250,670.95
The Class R Certificates shall be issuable in minimum
denominations of not less than a 20%
Percentage Interest; provided, however, that one Class R
Certificate will be issuable to
Residential Funding as "tax matters person" pursuant to Section
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 Certificates, other than the Class A-5
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
Certificates, other than the Class
A-5 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 and
Restrictions on Transfer of Excess Spread.
(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 either (i)(A) the Trustee shall require
a written Opinion of Counsel
acceptable to and in form and substance satisfactory to the
Trustee and the Company that such
transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to
said Act and laws, which Opinion
of Counsel shall not be an expense of the Trustee, the Company or
the Master Servicer and (B)
the Trustee shall require the transferee to execute a
representation letter, substantially in
the form of Exhibit J hereto, and the Trustee shall require the
transferor to execute a
representation letter, substantially in the form of Exhibit K
hereto, each acceptable to and in
form and substance satisfactory to the Company and the Trustee
certifying to the Company and the
Trustee the facts surrounding such transfer, which representation
letters shall not be an
expense of the Trustee, the Company or the Master Servicer or
(ii) the prospective transferee of
such a Certificate shall be required to provide the Trustee, the
Company and the Master Servicer
with an investment letter substantially in the form of Exhibit L
attached hereto (or such other
form as the Company in its sole discretion deems acceptable),
which investment letter shall not
be an expense of the Trustee, the Company or the Master Servicer,
and which investment letter
states that, among other things, such transferee (A) is a
"qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the
accounts of other "qualified
institutional buyers" as defined under Rule 144A, and (B) is
aware that the proposed transferor
intends to rely on the exemption from registration requirements
under the Securities Act of
1933, as amended, provided by Rule 144A. The Holder of any such
Certificate desiring to effect
any such transfer, sale, pledge or other disposition shall, and
does hereby agree to, indemnify
the Trustee, the Company, the Master Servicer and the Certificate
Registrar against any
liability that may result if the transfer, sale, pledge or other
disposition is not so exempt or
is not made in accordance with such federal and state laws.
(e) In the case of any Class M or Class B 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 or Class B 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 or Class
B 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(g) and agrees to be bound
by them, and (II) a
certificate, in the form attached hereto as Exhibit I-2, from
the Holder wishing to
transfer the Class R Certificate, in form and substance
satisfactory to the Master
Servicer, representing and warranting, among other things,
that no purpose of the proposed
Transfer is to impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a
proposed Transferee under clause (B) above, if a Responsible
Officer of the Trustee who is
assigned to this Agreement has actual knowledge that the
proposed Transferee is not a
Permitted Transferee, no Transfer of an Ownership Interest in
a Class R Certificate to
such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership
Interest in a Class R
Certificate shall agree (x) to require a Transfer Affidavit
and Agreement from any other
Person to whom such Person attempts to transfer its Ownership
Interest in a Class R
Certificate and (y) not to transfer its Ownership Interest
unless it provides a
certificate to the Trustee in the form attached hereto as
Exhibit I-2.
(E) Each Person holding or acquiring an Ownership
Interest in a Class R
Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the
Trustee written notice that it is a "pass-through interest
holder" within the meaning of
Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring an
Ownership Interest in a Class R Certificate, if it is, or is
holding an Ownership Interest
in a Class R Certificate on behalf of, a "pass-through
interest holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall
have received the Transfer Affidavit and Agreement, a certificate
of the Holder requesting such
transfer in the form attached hereto as Exhibit I-2 and all of
such other documents as shall
have been reasonably required by the Trustee as a condition to
such registration. Transfers of
the Class R Certificates to Non-United States Persons and
Disqualified Organizations (as defined
in Section 860E(e)(5) of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become
a holder of a Class R
Certificate, then the last preceding Permitted Transferee shall
be restored, to the extent
permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of
registration of such Transfer of such Class R Certificate. If a
Non-United States Person shall
become a holder of a Class R Certificate, then the last preceding
United States Person shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof
retroactive to the date of registration of such Transfer of such
Class R Certificate. If a
transfer of a Class R Certificate is disregarded pursuant to the
provisions of Treasury
Regulations Section 1.860E-1 or Section 1.860G-3, then the last
preceding Permitted Transferee
shall be restored, to the extent permitted by law, to all rights
and obligations as Holder
thereof retroactive to the date of registration of such Transfer
of such Class R Certificate.
The Trustee shall be under no liability to any Person for any
registration of Transfer of a
Class R Certificate that is in fact not permitted by this Section
5.02(g) 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(g) 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(g) 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.
(i) So long as the Excess Spread remains uncertificated, no
transfer, sale, pledge or
other disposition thereof shall be made by Residential Funding.
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(g).
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 the Owner of the Excess Spread or the Holders of
Certificates of any Class any
distribution required to be made under the terms of the
Certificates of such Class and
this Agreement and, in either case, such failure shall
continue unremedied for a period of
5 days after the date upon which written notice of such
failure, requiring such failure to
be remedied, shall have been given to the Master Servicer by
the Trustee or the Company or
to the Master Servicer, the Company and the Trustee by the
Owner of the Excess Spread or
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 Owner of the Excess Spread or
the Holders of Certificates
of any Class evidencing, in the case of any such Class,
Percentage Interests aggregating
not less than 25%; or
(iii) a decree or order of a court or agency or
supervisory authority having
jurisdiction in the premises in an involuntary case under any
present or future federal or
state bankruptcy, insolvency or similar law or appointing a
conservator or receiver or
liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation
of its affairs, shall have
been entered against the Master Servicer and such decree or
order shall have remained in
force undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment
of a conservator or
receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and
liabilities, or similar proceedings of, or relating to, the
Master Servicer or of, or
relating to, all or substantially all of the property of the
Master Servicer; or
(v) the Master Servicer shall admit in writing its
inability to pay its
debts generally as they become due, file a petition to take
advantage of, or commence a
voluntary case under, any applicable insolvency or
reorganization statute, make an
assignment for the benefit of its creditors, or voluntarily
suspend payment of its
obligations; or
(vi) the Master Servicer shall notify the Trustee
pursuant to Section 4.04(b)
that it is unable to deposit in the Certificate Account an
amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this
Section shall occur, then, and
in each and every such case, so long as such Event of Default
shall not have been remedied,
either the Company or the Trustee may, and at the direction of
Holders of Certificates or the
Owner of the Excess Spread 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
affected by a default or Event
of Default hereunder, may waive such default or Event of Default;
provided, however, that (a) a
default or Event of Default under clause (i) of Section 7.01 may
be waived only by all of the
Holders of Certificates affected by such default or Event of
Default and (b) no waiver pursuant
to this Section 7.04 shall affect the Holders of Certificates in
the manner set forth in Section
11.01(b)(i), (ii) or (iii). Upon any such waiver of a default or
Event of Default by the
Holders representing the requisite percentage of Voting Rights
affected by such default or Event
of Default, such default or Event of Default shall cease to exist
and shall be deemed to have
been remedied for every purpose hereunder. No such waiver shall
extend to any subsequent or
other default or Event of Default or impair any right consequent
thereon except to the extent
expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of
Default and after the curing
of all Events of Default which may have occurred, undertakes to
perform such duties and only
such duties as are specifically set forth in this Agreement. In
case an Event of Default has
occurred (which has not been cured or waived), the Trustee shall
exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of
care and skill in their
exercise as a prudent investor would exercise or use under the
circumstances in the conduct of
such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions,
certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the
Trustee which are specifically
required to be furnished pursuant to any provision of this
Agreement, shall examine them to
determine whether they conform to the requirements of this
Agreement. The Trustee shall notify
the Certificateholders of any such documents which do not
materially conform to the requirements
of this Agreement in the event that the Trustee, after so
requesting, does not receive
satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely
fashion the notices,
reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06,
7.03 and 10.01. The Trustee shall furnish in a timely fashion to
the Master Servicer such
information as the Master Servicer may reasonably request from
time to time for the Master
Servicer to fulfill its duties as set forth in this Agreement.
The Trustee covenants and agrees
that it shall perform its obligations hereunder in a manner so as
to maintain the status of the
Trust Fund as a REMIC under the REMIC Provisions and to prevent
the imposition of any federal,
state or local income, prohibited transaction, contribution or
other tax on the Trust Fund to
the extent that maintaining such status and avoiding such taxes
are reasonably within the
control of the Trustee and are reasonably within the scope of its
duties under this Agreement.
(c) No provision of this Agreement shall be construed to
relieve the Trustee from
liability for its own negligent action, its own negligent failure
to act or its own willful
misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of
Default, and after the curing or
waiver of all such Events of Default which may have occurred,
the duties and obligations
of the Trustee shall be determined solely by the express
provisions of this Agreement, the
Trustee shall not be liable except for the performance of such
duties and obligations as
are specifically set forth in this Agreement, no implied
covenants or obligations shall be
read into this Agreement against the Trustee and, in the
absence of bad faith on the part
of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and
the correctness of the opinions expressed therein, upon any
certificates or opinions
furnished to the Trustee by the Company or the Master Servicer
and which on their face, do
not contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an
error of judgment made in
good faith by a Responsible Officer or Responsible Officers of
the Trustee, unless it
shall be proved that the Trustee was negligent in ascertaining
the pertinent facts;
(iii) The Trustee shall not be personally liable
with respect to any action
taken, suffered or omitted to be taken by it in good faith in
accordance with the
direction of Certificateholders of any Class holding
Certificates which evidence, as to
such Class, Percentage Interests aggregating not less than 25%
as to the time, method and
place of conducting any proceeding for any remedy available to
the Trustee, or exercising
any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of
any default (other than a
default in payment to the Trustee) specified in clauses (i)
and (ii) of Section 7.01 or an
Event of Default under clauses (iii), (iv) and (v) of Section
7.01 unless a Responsible
Officer of the Trustee assigned to and working in the
Corporate Trust Office obtains
actual knowledge of such failure or event or the Trustee
receives written notice of such
failure or event at its Corporate Trust Office from the Master
Servicer, the Company or
any Certificateholder; and
(v) Except to the extent provided in Section 7.02,
no provision in this
Agreement shall require the Trustee to expend or risk its own
funds (including, without
limitation, the making of any Advance) or otherwise incur any
personal financial liability
in the performance of any of its duties as Trustee hereunder,
or in the exercise of any of
its rights or powers, if the Trustee shall have reasonable
grounds for believing that
repayment of funds or adequate indemnity against such risk or
liability is not reasonably
assured to it.
(d) The Trustee shall timely pay, from its own funds, the
amount of any and all
federal, state and local taxes imposed on the Trust Fund or its
assets or transactions
including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section
860F of the Code, if, when and as the same shall be due and
payable, (B) any tax on
contributions to a REMIC after the Closing Date imposed by
Section 860G(d) of the Code and (C)
any tax on "net income from foreclosure property" as defined in
Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its
obligations hereunder, which
breach constitutes negligence or willful misconduct of the
Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in
acting or refraining from
acting upon any resolution, Officers' Certificate, certificate
of auditors or any other
certificate, statement, instrument, opinion, report, notice,
request, consent, order,
appraisal, bond or other paper or document believed by it to
be genuine and to have been
signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion
of Counsel shall be
full and complete authorization and protection in respect of
any action taken or suffered
or omitted by it hereunder in good faith and in accordance
with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to
exercise any of the trusts
or powers vested in it by this Agreement or to institute,
conduct or defend any litigation
hereunder or in relation hereto at the request, order or
direction of any of the
Certificateholders, pursuant to the provisions of this
Agreement, unless such
Certificateholders shall have offered to the Trustee
reasonable security or indemnity
against the costs, expenses and liabilities which may be
incurred therein or thereby;
nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the
occurrence of an Event of Default (which has not been cured),
to exercise such of the
rights and powers vested in it by this Agreement, and to use
the same degree of care and
skill in their exercise as a prudent investor would exercise
or use under the
circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any
action taken, suffered or
omitted by it in good faith and believed by it to be
authorized or within the discretion
or rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default
hereunder and after the
curing of all Events of Default which may have occurred, the
Trustee shall not be bound to
make any investigation into the facts or matters stated in any
resolution, certificate,
statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or
other paper or document, unless requested in writing so to do
by Holders of Certificates
of any Class evidencing, as to such Class, Percentage
Interests, aggregating not less than
50%; provided, however, that if the payment within a
reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in
the making of such
investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by
the security afforded to it by the terms of this Agreement,
the Trustee may require
reasonable indemnity against such expense or liability as a
condition to so proceeding.
The reasonable expense of every such examination shall be paid
by the Master Servicer, if
an Event of Default shall have occurred and is continuing, and
otherwise by the
Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any
duties hereunder either directly or by or through agents or
attorneys; and
(vii) To the extent authorized under the Code and
the regulations promulgated
thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and
authorizes the Trustee to be its attorney-in-fact for purposes
of signing any Tax Returns
required to be filed on behalf of the Trust Fund. The Trustee
shall sign on behalf of the
Trust Fund and deliver to the Master Servicer in a timely
manner any Tax Returns prepared
by or on behalf of the Master Servicer that the Trustee is
required to sign as determined
by the Master Servicer pursuant to applicable federal, state
or local tax laws, provided
that the Master Servicer shall indemnify the Trustee for
signing any such Tax Returns that
contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee
shall not accept any
contribution of assets to the Trust Fund unless it shall have
obtained or been furnished with an
Opinion of Counsel to the effect that such contribution will not
(i) cause the Trust Fund to
fail to qualify as a REMIC at any time that any Certificates are
outstanding or (ii) cause the
Trust Fund to be subject to any federal tax as a result of such
contribution (including the
imposition of any federal tax on "prohibited transactions"
imposed under Section 860F(a) of the
Code).
Section 8.03. Trustee Not Liable for Certificates or
Mortgage Loans.
The recitals contained herein and in the Certificates (other
than the execution of the
Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as
the statements of the Company or the Master Servicer as the case
may be, and the Trustee assumes
no responsibility for their correctness. The Trustee makes no
representations as to the
validity or sufficiency of this Agreement or of the Certificates
(except that the Certificates
shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any
Mortgage Loan or related document. Except as otherwise provided
herein, the Trustee shall not
be accountable for the use or application by the Company or the
Master Servicer of any of the
Certificates or of the proceeds of such Certificates, or for the
use or application of any funds
paid to the Company or the Master Servicer in respect of the
Mortgage Loans or deposited in or
withdrawn from the Custodial Account or the Certificate Account
by the Company or the Master
Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become
the owner or pledgee of
Certificates with the same rights it would have if it were not
Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees and
Expenses; Indemnification.
(a) The Master Servicer covenants and agrees to pay to the
Trustee and any co-trustee
from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable
compensation (which shall not be limited by any provision of law
in regard to the compensation
of a trustee of an express trust) for all services rendered by
each of them in the execution of
the trusts hereby created and in the exercise and performance of
any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master
Servicer will pay or reimburse the
Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances
incurred or made by the Trustee or any co-trustee in accordance
with any of the provisions of
this Agreement (including the reasonable compensation and the
expenses and disbursements of its
counsel and of all persons not regularly in its employ, and the
expenses incurred by the Trustee
or any co-trustee in connection with the appointment of an office
or agency pursuant to Section
8.12) except any such expense, disbursement or advance as may
arise from its negligence or bad
faith.
(b) The Master Servicer agrees to indemnify the Trustee for,
and to hold the Trustee
harmless against, any loss, liability or expense incurred without
negligence or willful
misconduct on its part, arising out of, or in connection with,
the acceptance and administration
of the Trust Fund, including the costs and expenses (including
reasonable legal fees and
expenses) of defending itself against any claim in connection
with the exercise or performance
of any of its powers or duties under this Agreement, provided
that:
(i) with respect to any such claim, the Trustee
shall have given the Master
Servicer written notice thereof promptly after the Trustee
shall have actual knowledge
thereof;
(ii) while maintaining control over its own defense, the
Trustee shall cooperate
and consult fully with the Master Servicer in preparing such
defense; and
(iii) notwithstanding anything in this Agreement to
the contrary, the Master
Servicer shall not be liable for settlement of any claim by
the Trustee entered into
without the prior consent of the Master Servicer which consent
shall not be unreasonably
withheld.
No termination of this Agreement shall affect the obligations
created by this Section 8.05(b) of
the Master Servicer to indemnify the Trustee under the conditions
and to the extent set forth
herein.
Notwithstanding the foregoing, the indemnification provided by
the Master Servicer in this
Section 8.05(b) shall not pertain to any loss, liability or
expense of the Trustee, including
the costs and expenses of defending itself against any claim,
incurred in connection with any
actions taken by the Trustee at the direction of
Certificateholders pursuant to the terms of
this Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a
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 or Excess Spread entitled to
at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a
successor trustee by written
instrument or instruments, in triplicate, signed by such Holders
or their attorneys-in-fact duly
authorized, one complete set of which instruments shall be
delivered to the Company, one
complete set to the Trustee so removed and one complete set to
the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment
of a successor trustee
pursuant to any of the provisions of this Section shall become
effective upon acceptance of
appointment by the successor trustee as provided in Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section
8.07 shall execute,
acknowledge and deliver to the Company and to its predecessor
trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or
removal of the predecessor trustee
shall become effective and such successor trustee shall become
effective and such successor
trustee, without any further act, deed or conveyance, shall
become fully vested with all the
rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if
originally named as trustee herein. The predecessor trustee
shall deliver to the successor
trustee all Mortgage Files and related documents and statements
held by it hereunder (other than
any Mortgage Files at the time held by a Custodian, which shall
become the agent of any
successor trustee hereunder), and the Company, the Master
Servicer and the predecessor trustee
shall execute and deliver such instruments and do such other
things as may reasonably be
required for more fully and certainly vesting and confirming in
the successor trustee all such
rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided
in this Section unless
at the time of such acceptance such successor trustee shall be
eligible under the provisions of
Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as
provided in this Section,
the Company shall mail notice of the succession of such trustee
hereunder to all Holders of
Certificates at their addresses as shown in the Certificate
Register. If the Company fails to
mail such notice within 10 days after acceptance of appointment
by the successor trustee, the
successor trustee shall cause such notice to be mailed at the
expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the
Trustee may be merged or
converted or with which it may be consolidated or any corporation
or national banking
association resulting from any merger, conversion or
consolidation to which the Trustee shall be
a party, or any corporation or national banking association
succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder,
provided such corporation or national
banking association shall be eligible under the provisions of
Section 8.06, without the
execution or filing of any paper or any further act on the part
of any of the parties hereto,
anything herein to the contrary notwithstanding. The Trustee
shall mail notice of any such
merger or consolidation to the Certificateholders at their
address as shown in the Certificate
Register.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time,
for the purpose of
meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or
property securing the same may at the time be located, the Master
Servicer and the Trustee
acting jointly shall have the power and shall execute and deliver
all instruments to appoint one
or more Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any
part of the Trust Fund, and to
vest in such Person or Persons, in such capacity, such title to
the Trust Fund, or any part
thereof, and, subject to the other provisions of this Section
8.10, such powers, duties,
obligations, rights and trusts as the Master Servicer and the
Trustee may consider necessary or
desirable. If the Master Servicer shall not have joined in such
appointment within 15 days
after the receipt by it of a request so to do, or in case an
Event of Default shall have
occurred and be continuing, the Trustee alone shall have the
power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a
successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the
appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or
separate trustee pursuant to
this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the
Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee, and such
separate trustee or co-trustee jointly, except to the extent that
under any law of any
jurisdiction in which any particular act or acts are to be
performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder), the
Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such
rights, powers, duties and
obligations (including the holding of title to the Trust Fund or
any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate
trustee or co-trustee at the
direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee
shall be deemed to have
been given to each of the then separate trustees and co-trustees,
as effectively as if given to
each of them. Every instrument appointing any separate trustee
or co-trustee shall refer to
this Agreement and the conditions of this Article VIII. Each
separate trustee and co-trustee,
upon its acceptance of the trusts conferred, shall be vested with
the estates or property
specified in its instrument of appointment, either jointly with
the Trustee or separately, as
may be provided therein, subject to all the provisions of this
Agreement, specifically including
every provision of this Agreement relating to the conduct of,
affecting the liability of, or
affording protection to, the Trustee. Every such instrument
shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its
agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law,
to do any lawful act under or in respect of this Agreement on its
behalf and in its name. If
any separate trustee or co-trustee shall die, become incapable of
acting, resign or be removed,
all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by
the Trustee, to the extent permitted by law, without the
appointment of a new or successor
trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and
the Company, appoint one or
more Custodians who are not Affiliates of the Company, the Master
Servicer or any Seller to hold
all or a portion of the Mortgage Files as agent for the Trustee,
by entering into a Custodial
Agreement. Subject to Article VIII, the Trustee agrees to comply
with the terms of each
Custodial Agreement and to enforce the terms and provisions
thereof against the Custodian for
the benefit of the Certificateholders. Each Custodian shall be a
depository institution subject
to supervision by federal or state authority, shall have a
combined capital and surplus of at
least $15,000,000 and shall be qualified to do business in the
jurisdiction in which it holds
any Mortgage File. Each Custodial Agreement may be amended only
as provided in Section 11.01.
The Trustee shall notify the Certificateholders of the
appointment of any Custodian (other than
the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of
New York where Certificates
may be surrendered for registration of transfer or exchange. The
Trustee initially designates
its offices located at 14 Wall Street, 8th Floor, New York, NY
10005 for the purpose of keeping
the Certificate Register. The Trustee will maintain an office at
the address stated in Section
11.05(c) hereof where notices and demands to or upon the Trustee
in respect of this Agreement
may be served.
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master
Servicer or the Company or
Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the
Company, the Master Servicer and the Trustee created hereby in
respect of the Certificates and
the Excess Spread (other than the obligation of the Trustee to
make certain payments after the
Final Distribution Date to Certificateholders and the Owner of
the Excess Spread 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 the Trust Fund
as a REMIC.
The right of the Master Servicer or the Company to purchase
all the assets of the Trust
Fund pursuant to clause (ii) above is conditioned upon the Pool
Stated Principal Balance as of
the Final Distribution Date being less than ten percent of the
Cut-off Date Principal Balance of
the Mortgage Loans. If such right is exercised by the Master
Servicer, the Master Servicer
shall be deemed to have been reimbursed for the full amount of
any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In
addition, the Master Servicer or
the Company, as applicable, shall provide to the Trustee the
certification required by Section
3.15 and the Trustee and any Custodian shall, promptly following
payment of the purchase price,
release to the Master Servicer or the Company, as applicable, the
Mortgage Files pertaining to
the Mortgage Loans being purchased.
(b) The Master Servicer or, in the case of a final
distribution as a result of the
exercise by the Company of its right to purchase the assets of
the Trust Fund, the Company shall
give the Trustee not less than 60 days' prior notice of the
Distribution Date on which the
Master Servicer or the Company, as applicable, anticipates that
the final distribution will be
made to Certificateholders and the Owner of the Excess Spread
(whether as a result of the
exercise by the Master Servicer or the Company of its right to
purchase the assets of the Trust
Fund or otherwise). Notice of any termination, specifying the
anticipated Final Distribution
Date (which shall be a date that would otherwise be a
Distribution Date) upon which the
Certificateholders may surrender their Certificates to the
Trustee (if so required by the terms
hereof) for payment of the final distribution and cancellation,
shall be given promptly by the
Master Servicer or the Company, as applicable (if it is
exercising its right to purchase the
assets of the Trust Fund), or by the Trustee (in any other case)
by letter to Certificateholders
mailed not earlier than the 15th day and not later than the 25th
day of the month next preceding
the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon
which final payment of the
Certificates and the Excess Spread is anticipated to be made
upon presentation and
surrender of Certificates at the office or agency of the
Trustee therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to
such Distribution Date is
not applicable, and in the case of the Class A Certificates,
Class M Certificates and
Class R Certificates, that payment will be made only upon
presentation and surrender of
the Certificates at the office or agency of the Trustee
therein specified.
If the Master Servicer or the Company, as applicable, is
obligated to give notice to
Certificateholders and the Owner of the Excess Spread as
aforesaid, it shall give such notice to
the Certificate Registrar at the time such notice is given to
Certificateholders and the Owner
of the Excess Spread. In the event such notice is given by the
Master Servicer or the Company,
the Master Servicer or the Company, as applicable, shall deposit
in the Certificate Account
before the Final Distribution Date in immediately available funds
an amount equal to the
purchase price for the assets of the Trust Fund computed as above
provided.
(c) In the case of the Class A Certificates, Class M and the
Class R Certificates,
upon presentation and surrender of the Certificates by the
Certificateholders thereof, the
Trustee shall distribute to the Certificateholders (i) the amount
otherwise distributable on
such Distribution Date, if not in connection with the Master
Servicer's or the Company's
election to repurchase, or (ii) if the Master Servicer or the
Company elected to so repurchase,
an amount determined as follows: (A) with respect to each
Certificate the outstanding
Certificate Principal Balance thereof, plus 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) and
the Excess Spread. The Trustee shall also distribute to the
Owner the Excess Spread.
(d) In the event that any Certificateholders shall not
surrender their Certificates
for final payment and cancellation on or before the Final
Distribution Date (if so required by
the terms hereof), the Trustee shall on such date cause all funds
in the Certificate Account not
distributed in final distribution to Certificateholders to be
withdrawn therefrom and credited
to the remaining Certificateholders by depositing such funds in a
separate escrow account for
the benefit of such Certificateholders, and the Master Servicer
or the Company, as applicable
(if it exercised its right to purchase the assets of the Trust
Fund), or the Trustee (in any
other case) shall give a second written notice to the remaining
Certificateholders to surrender
their Certificates for cancellation and receive the final
distribution with respect thereto. If
within six months after the second notice any Certificate shall
not have been surrendered for
cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer or the
Company, as applicable, to contact the remaining
Certificateholders concerning surrender of
their Certificates. The costs and expenses of maintaining the
escrow account and of contacting
Certificateholders shall be paid out of the assets which remain
in the escrow account. If
within nine months after the second notice any Certificates shall
not have been surrendered for
cancellation, the Trustee shall pay to the Master Servicer or the
Company, as applicable, all
amounts distributable to the holders thereof and the Master
Servicer or the Company, as
applicable, shall thereafter hold such amounts until distributed
to such holders. No interest
shall accrue or be payable to any Certificateholder on any amount
held in the escrow account or
by the Master Servicer or the Company, as applicable, as a result
of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof
in accordance with this
Section 9.01.
Section 9.02. Additional Termination Requirements.
(a) The Trust Fund shall be terminated in accordance with the
following additional
requirements, unless the Trustee and the Master Servicer have
received an Opinion of Counsel
(which Opinion of Counsel shall not be an expense of the Trustee)
to the effect that the failure
of the Trust Fund to comply with the requirements of this Section
9.02 will not (i) result in
the imposition on the Trust of taxes on "prohibited
transactions," as described in Section 860F
of the Code, or (ii) cause the Trust Fund to fail to qualify as a
REMIC at any time that any
Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day
liquidation period for the
Trust Fund and specify the first day of such period in a
statement attached to the Trust
Fund's final Tax Return pursuant to Treasury regulations
Section 1.860F-1. The Master
Servicer also shall satisfy all of the requirements of a
qualified liquidation for the
Trust Fund under Section 860F of the Code and regulations
thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-
day liquidation period and, at or prior to the time of making
of the final payment on the
Certificates, the Trustee shall sell or otherwise dispose of
all of the remaining assets
of the Trust Fund in accordance with the terms hereof; and
(iii) If the Master Servicer is exercising its right
to purchase the assets of
the Trust Fund, the Master Servicer shall, during the 90-day
liquidation period and at or
prior to the Final Distribution Date, purchase all of the
assets of the Trust Fund for
cash; provided, however, that in the event that a calendar
quarter ends after the
commencement of the 90-day liquidation period but prior to the
Final Distribution Date,
the Master Servicer shall not purchase any of the assets of
the Trust Fund prior to the
close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee hereby
irrevocably approves and
appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for
the REMIC 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) Residential Funding shall cause an election to be
made to treat the Trust
Fund as a REMIC under the Code and, if necessary, under
applicable state law. Such election
will be made on Form 1066 or other appropriate federal tax or
information return (including Form
8811) or any appropriate state return for the taxable year ending
on the last day of the
calendar year in which the Certificates are issued. For the
purposes of the REMIC election in
respect of the Trust Fund, the Class A, Class M and Class B
Certificates and the Excess Spread
shall be designated as the "regular interests" and the Class R
Certificates shall be designated
as the sole class of "residual interests" in the Trust Fund. The
Master Servicer and the
Trustee shall not permit the creation of any "interests" (within
the meaning of Section 860G of
the Code) in the REMIC, other than the regular interests and the
interests represented by the
Class R Certificates, respectively.
(b) The Closing Date is hereby designated as the
"startup day" of the Trust Fund
within the meaning of Section 860G(a)(9) of the Code.
(c) Residential Funding shall hold a Class R Certificate
representing a 0.01%
Percentage Interest of the Class R Certificates and shall be
designated as "the tax matters
person" with respect to the REMIC in the manner provided under
Treasury Regulations Section
1.860F-4(d) and Temporary Treasury regulations section
301.6231(a)(7)-1T. Residential Funding,
as tax matters person, shall (i) act on behalf of the REMIC in
relation to any tax matter or
controversy involving the Trust Fund and (ii) represent the Trust
Fund in any administrative or
judicial proceeding relating to an examination or audit by any
governmental taxing authority
with respect thereto. The legal expenses, including without
limitation attorneys' or
accountants' fees, and costs of any such proceeding and any
liability resulting therefrom shall
be expenses of the Trust Fund and Residential Funding shall be
entitled to reimbursement
therefor out of amounts attributable to the Mortgage Loans on
deposit in the Custodial Account
as provided by Section 3.10 unless such legal expenses and costs
are incurred by reason of
Residential Funding's willful misfeasance, bad faith or gross
negligence.
(d) Residential Funding shall prepare or cause to be
prepared all of the Tax
Returns that it determines are required with respect to the REMIC
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. Residential Funding
agrees to indemnify and hold
harmless the Trustee with respect to any tax or liability arising
from the Trustee's signing of
Tax Returns that contain errors or omissions. The Trustee and
Master Servicer shall promptly
provide Residential Funding with such information as Residential
Funding may from time to time
request for the purpose of enabling Residential Funding to
prepare Tax Returns.
(e) Residential Funding shall provide (i) to any
Transferor of a Class R
Certificate such information as is necessary for the application
of any tax relating to the
transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the
Trustee and the Trustee shall forward to the Certificateholders
such information or reports as
are required by the Code or the REMIC Provisions including
reports relating to interest,
original issue discount and market discount or premium (using the
Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address
and telephone number of the
person who will serve as the representative of the REMIC.
(f) The Master Servicer shall take such actions and
shall cause the REMIC 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
or desirable to maintain the
status thereof as a REMIC under the REMIC Provisions (and the
Trustee shall assist the Master
Servicer, to the extent reasonably requested by the Master
Servicer to do so). The Master
Servicer shall not knowingly or intentionally take any action,
cause the REMIC to take any
action or fail to take (or fail to cause to be taken) any action
reasonably within its control
and the scope of duties more specifically set forth herein, that,
under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the
status of the Trust Fund as a
REMIC or (ii) result in the imposition of a tax upon the REMIC
(including but not limited to the
tax on prohibited transactions as defined in Section 860F(a)(2)
of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the
Code) (either such event, an
"Adverse REMIC Event") unless the Master Servicer has received an
Opinion of Counsel (at the
expense of the party seeking to take such action or, if such
party fails to pay such expense,
and the Master Servicer determines that taking such action is in
the best interest of the Trust
Fund and the Certificateholders, at the expense of the Trust
Fund, but in no event at the
expense of the Master Servicer or the Trustee) to the effect that
the contemplated action will
not, with respect to the REMIC, endanger such status or, unless
the Master Servicer determines
in its sole discretion to indemnify the Trust Fund against such
tax, result in the imposition of
such a tax. The Trustee shall not take or fail to take any
action (whether or not authorized
hereunder) as to which the Master Servicer has advised it in
writing that it has received an
Opinion of Counsel to the effect that an Adverse REMIC Event
could occur with respect to such
action. In addition, prior to taking any action with respect to
the REMIC or its assets, or
causing the REMIC to take any action, which is not expressly
permitted under the terms of this
Agreement, the Trustee will consult with the Master Servicer or
its designee, in writing, with
respect to whether such action could cause an Adverse REMIC Event
to occur with respect to the
REMIC, and the Trustee shall not take any such action or cause
the REMIC to take any such action
as to which the Master Servicer has advised it in writing that an
Adverse REMIC Event could
occur. The Master Servicer may consult with counsel to make such
written advice, and the cost
of same shall be borne by the party seeking to take the action
not expressly permitted by this
Agreement, but in no event at the expense of the Master Servicer.
At all times as may be
required by the Code, the Master Servicer will to the extent
within its control and the scope of
its duties more specifically set forth herein, maintain
substantially all of the assets of the
REMIC as "qualified mortgages" as defined in Section 860G(a)(3)
of the Code and "permitted
investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited
transactions" of the
REMIC as defined in Section 860F(a)(2) of the Code, on "net
income from foreclosure property" of
the REMIC as defined in Section 860G(c) of the Code, on any
contributions to the REMIC after the
Startup Day therefor pursuant to Section 860G(d) of the Code, or
any other tax is imposed by the
Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to
the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer
of any of its obligations under this Agreement or the Master
Servicer has in its sole discretion
determined to indemnify the Trust Fund against such tax, (ii) to
the Trustee, if such tax arises
out of or results from a breach by the Trustee of any of its
obligations under this Article X,
or (iii) otherwise against amounts on deposit in the Custodial
Account as provided by Section
3.10 and on the Distribution Date(s) following such reimbursement
the aggregate of such taxes
shall be allocated in reduction of the Accrued Certificate
Interest on each Class entitled
thereto in the same manner as if such taxes constituted a
Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for
federal income tax purposes,
maintain books and records with respect to the REMIC on a
calendar year and on an accrual basis
or as otherwise may be required by the REMIC Provisions.
(i) Following the Startup Day, neither the Master
Servicer nor the Trustee shall
accept any contributions of assets to the REMIC unless the Master
Servicer and the Trustee shall
have received an Opinion of Counsel (at the expense of the party
seeking to make such
contribution) to the effect that the inclusion of such assets in
the REMIC will not cause the
Trust Fund to fail to qualify as a REMIC at any time that any
Certificates are outstanding or
subject the REMIC to any tax under the REMIC Provisions or other
applicable provisions of
federal, state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall
enter into any arrangement
by which the REMIC will receive a fee or other compensation for
services nor permit the REMIC to
receive any income from assets other than "qualified mortgages"
as defined in Section 860G(a)(3)
of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.
(k) Solely for the purposes of Section
1.860G-1(a)(4)(iii) of the Treasury
regulations, the "latest possible maturity date" by which the
Certificate Principal Balance of
each Class of Certificates representing a regular interest in the
REMIC would be reduced to zero
is October 25, 2010, which is the Distribution Date immediately
following the latest scheduled
maturity of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the Master
Servicer shall prepare and
file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage
Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the REMIC.
(m) Neither the Trustee nor the Master Servicer shall
sell, dispose of or
substitute for any of the Mortgage Loans (except in connection
with (i) the default, imminent
default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale
of a Mortgaged Property acquired by deed in lieu of foreclosure,
(ii) the bankruptcy of the
Trust Fund, (iii) the termination of the REMIC pursuant to
Article X of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this
Agreement) or acquire any
assets for the REMIC, nor sell or dispose of any investments in
the Custodial Account or the
Certificate Account for gain, or accept any contributions to the
REMIC after the Closing Date
unless it has received an Opinion of Counsel that such sale,
disposition, substitution or
acquisition will not (a) affect adversely the status of the Trust
Fund as a REMIC or (b) unless
the Master Servicer has determined in its sole discretion to
indemnify the Trust Fund against
such tax, cause the REMIC to be subject to a tax on "prohibited
transactions" or "contributions"
pursuant to the REMIC Provisions.
(n) If Residential Funding is no longer the Master
Servicer hereunder,
Residential Funding shall be paid reasonable compensation by any
successor Master Servicer for
performing its obligations under this section.
(o) In the event that Residential Funding is no longer
able to perform its
obligations under this section, the Trustee shall perform or
cause such obligations to be
performed and shall be paid reasonable compensation by any
successor Master Servicer for
performing such obligations.
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 or desirable to maintain the qualification
of the Trust Fund as a REMIC
at all times that any Certificate is outstanding or to avoid
or minimize the risk of the
imposition of any tax on the Trust Fund pursuant to the Code
that would be a claim against
the Trust Fund, provided that the Trustee has received an
Opinion of Counsel to the effect
that (A) such action is necessary or desirable to maintain
such qualification or to avoid
or minimize the risk of the imposition of any such tax and (B)
such action will not
adversely affect in any material respect the interests of any
Certificateholder,
(iv) to change the timing and/or nature of deposits into
the Custodial Account or
the Certificate Account or to change the name in which the
Custodial Account is
maintained, provided that (A) the Certificate Account Deposit
Date shall in no event be
later than the related Distribution Date, (B) such change
shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect
the interests of any
Certificateholder and (C) such change shall not result in a
reduction of the rating
assigned to any Class of Certificates below the lower of the
then-current rating or the
rating assigned to such Certificates as of the Closing Date,
as evidenced by a letter from
each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions
of Section 5.02(g) or any
other provision hereof restricting transfer of the Class R
Certificates by virtue of their
being the "residual interests" in the REMIC, respectively,
provided that (A) such change
shall not result in reduction of the rating assigned to any
such Class of Certificates
below the lower of the then-current rating or the rating
assigned to such Certificates as
of the Closing Date, as evidenced by a letter from each Rating
Agency to such effect, and
(B) such change shall not, 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 provide for the Excess Spread to be certificated
and designated as a
Senior Certificate, or
(vii) 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 and the Owner of the Excess Spread,
if 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 or of the
Excess Spread; 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 or the
Excess Spread without the
consent of the Holder of such Certificate or the Owner of the
Excess Spread,
(ii) reduce the aforesaid percentage of Certificates of
any Class the Holders of
which are required to consent to any such amendment, in any
such case without the consent
of the Holders of all Certificates of such Class then
outstanding.
(c) Notwithstanding any contrary provision of this Agreement,
the Trustee shall not
consent to any amendment to this Agreement unless it shall have
first received an Opinion of
Counsel (at the expense of the party seeking such amendment) to
the effect that such amendment
or the exercise of any power granted to the Master Servicer, the
Company or the Trustee in
accordance with such amendment will not result in the imposition
of a federal tax on the Trust
Fund or cause the Trust Fund to fail to qualify as a REMIC at any
time that any Certificate is
outstanding.
(d) Promptly after the execution of any such amendment the
Trustee shall furnish
written notification of the substance of such amendment to each
Certificateholder. It shall not
be necessary for the consent of Certificateholders under this
Section 11.01 to approve the
particular form of any proposed amendment, but it shall be
sufficient if such consent shall
approve the substance thereof. The manner of obtaining such
consents and of evidencing the
authorization of the execution thereof by Certificateholders
shall be subject to such reasonable
regulations as the Trustee may prescribe.
(e) The Company shall have the option, in its sole
discretion, to obtain and deliver
to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety
bond, insurance policy or similar instrument or a reserve fund,
or any combination of the
foregoing, for the purpose of protecting the Holders of the Class
B Certificates against any or
all Realized Losses or other shortfalls. Any such instrument or
fund shall be held by the
Trustee for the benefit of the Class B Certificateholders, but
shall not be and shall not be
deemed to be under any circumstances included in the Trust Fund.
To the extent that any such
instrument or fund constitutes a reserve fund for federal income
tax purposes, (i) any reserve
fund so established shall be an outside reserve fund and not an
asset of the Trust Fund, (ii)
any such reserve fund shall be owned by the Company, and (iii)
amounts transferred by the Trust
Fund to any such reserve fund shall be treated as amounts
distributed by the Trust Fund to the
Company or any successor, all within the meaning of Treasury
Regulations Section 1.860G-2(h) as
it reads as of the Cut-off Date. In connection with the
provision of any such instrument or
fund, this Agreement and any provision hereof may be modified,
added to, deleted or otherwise
amended in any manner that is related or incidental to such
instrument or fund or the
establishment or administration thereof, such amendment to be
made by written instrument
executed or consented to by the Company but without the consent
of any Certificateholder and
without the consent of the Master Servicer or the Trustee being
required unless any such
amendment would impose any additional obligation on, or otherwise
adversely affect the interests
of the Class A Certificateholders, the Class R
Certificateholders, the Class M
Certificateholders, the Master Servicer or the Trustee, as
applicable; provided that the Company
obtains an Opinion of Counsel (which need not be an opinion of
Independent counsel) to the
effect that any such amendment will not cause (a) any federal tax
to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on
"prohibited transactions" under
Section 860F(a)(1) of the Code or on "contributions after the
startup date" under Section
860G(d)(1) of the Code and (b) the Trust Fund to fail to qualify
as a REMIC at any time that any
Certificate is outstanding. In the event that the Company elects
to provide such coverage in
the form of a limited guaranty provided by General Motors
Acceptance Corporation, the Company
may elect that the text of such amendment to this Agreement shall
be substantially in the form
attached hereto as Exhibit M (in which case Residential Funding's
Subordinate Certificate Loss
Obligation as described in such exhibit shall be established by
Residential Funding's consent to
such amendment) and that the limited guaranty shall be executed
in the form attached hereto as
Exhibit N, with such changes as the Company shall deem to be
appropriate; it being understood
that the Trustee has reviewed and approved the content of such
forms and that the Trustee's
consent or approval to the use thereof is not required.
Section 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement
is subject to
recordation in all appropriate public offices for real property
records in all the counties or
other comparable jurisdictions in which any or all of the
properties subject to the Mortgages
are situated, and in any other appropriate public recording
office or elsewhere, such
recordation to be effected by the Master Servicer and at its
expense on direction by the Trustee
(pursuant to the request of Holders of Certificates entitled to
at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of
Counsel to the effect that such
recordation materially and beneficially affects the interests of
the Certificateholders.
(b) For the purpose of facilitating the recordation of this
Agreement as herein
provided and for other purposes, this Agreement may be executed
simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an
original, and such
counterparts shall constitute but one and the same instrument.
Section 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall
not operate to terminate
this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or
heirs to claim an accounting or to take any action or proceeding
in any court for a partition or
winding up of the Trust Fund, nor otherwise affect the rights,
obligations and liabilities of
any of the parties hereto.
(b) No Certificateholder shall have any right to vote (except
as expressly provided
herein) or in any manner otherwise control the operation and
management of the Trust Fund, or
the obligations of the parties hereto, nor shall anything herein
set forth, or contained in the
terms of the Certificates, be construed so as to constitute the
Certificateholders from time to
time as partners or members of an association; nor shall any
Certificateholder be under any
liability to any third person by reason of any action taken by
the parties to this Agreement
pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of
any provision of this
Agreement to institute any suit, action or proceeding in equity
or at law upon or under or with
respect to this Agreement, unless such Holder previously shall
have given to the Trustee a
written notice of default and of the continuance thereof, as
hereinbefore provided, and unless
also the Holders of Certificates of any Class evidencing in the
aggregate not less than 25% of
the related Percentage Interests of such Class, shall have made
written request upon the Trustee
to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses
and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its
receipt of such notice, request and offer of indemnity, shall
have neglected or refused to
institute any such action, suit or proceeding it being understood
and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the
Trustee, that no one or more Holders of Certificates of any Class
shall have any right in any
manner whatever by virtue of any provision of this Agreement to
affect, disturb or prejudice the
rights of the Holders of any other of such Certificates of such
Class or any other Class, or to
obtain or seek to obtain priority over or preference to any other
such Holder, or to enforce any
right under this Agreement, except in the manner herein provided
and for the common benefit of
Certificateholders of such Class or all Classes, as the case may
be. For the protection and
enforcement of the provisions of this Section 11.03, each and
every Certificateholder and the
Trustee shall be entitled to such relief as can be given either
at law or in equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be governed by and
construed in accordance with
the laws of the State of New York and the obligations, rights and
remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 11.05. Notices.
All demands and notices hereunder shall be in writing and
shall be deemed to have been
duly given if personally delivered at or mailed by registered
mail, postage prepaid (except for
notices to the Trustee which shall be deemed to have been duly
given only when received), to (a)
in the case of the Company, 8400 Normandale Lake Boulevard, Suite
700, Minneapolis, Minnesota
55437, Attention: President, or such other address as may
hereafter be furnished to the Master
Servicer and the Trustee in writing by the Company, (b) in the
case of the Master Servicer, 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, The First
National Bank of Chicago, One
First National Plaza, Mail Suite 0126, Chicago, IL 60670-0126,
Attention: Residential Funding
Corporation Series 1995-S15 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.
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: Bruce J. Legan
Title: Vice President
Attest:
Name:
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:
Name:
Title: Director
Attest:
Name: Bruce J. Legan
Title: Director
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of October, 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 MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of October, 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]
STATE OF )
) ss.:
COUNTY OF )
On the 30th day of October, 1995 before me, a
notary public in and for said
State, personally appeared __________________________________,
known to me to be a Vice President
of The First National Bank of Chicago, the national banking
association that executed the within
instrument, and also known to me to be the person who executed it
on behalf of said corporation,
and acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal
the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE RESOLD OR TRANSFERRED
UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR TRANSFERRED IN TRANSACTIONS
WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER
APPLICABLE STATE LAW AND IS TRANSFERRED
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
AGREEMENT.]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY
FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE
OF THIS CERTIFICATE IS OCTOBER 30, 1995. THE INITIAL PER ANNUM
RATE OF INTEREST ON THIS
CERTIFICATE IS 7.00% ASSUMING THAT THE MORTGAGE LOANS PREPAY AT
300% 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], 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], COMPUTED USING THE APPROXIMATE
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE
STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE
CONSTANCY OF THE PASS-THROUGH RATE.]
Certificate No. ____ [___%][Variable]
Pass-Through Rate
Class A-__ Senior
Date of Pooling and Servicing
Agreement and Cut-off Date: [Percentage Interest:
___%]
October 1, 1995
Aggregate [Initial
Certificate Principal Balance]
First Distribution Date:
November 27, 1995
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] of this
Corporation Certificate: $_____________]
Assumed Final
Distribution Date: CUSIP 760944-_____
October 25, 2010
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1995-S15
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 The First National Bank of
Chicago, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by
virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the
25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately
following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in
whose name this Certificate is registered at the close of
business on the last day (or if such last
day is not a Business Day, the Business Day immediately preceding
such last day) of the month
immediately preceding the month of such distribution (the "Record
Date"), from the Available
Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this
Certificate and the amount [(of interest and principal, if any)]
required to be distributed to
Holders of Class A-__ Certificates on such Distribution Date.
Distributions on this Certificate will be made
either by the Master Servicer
acting on behalf of the Trustee or by a Paying Agent appointed by
the Trustee in immediately
available funds (by wire transfer or otherwise) for the account
of the Person entitled thereto if
such Person shall have so notified the Master Servicer or such
Paying Agent, or by check mailed to
the address of the Person entitled thereto, as such name and
address shall appear on the
Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be
made after due notice of the pendency of such distribution and
only upon presentation and surrender
of this Certificate at the office or agency appointed by the
Trustee for that purpose in the City
and State of New York. [The Initial Certificate Principal
Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to the extent of distributions
allocable to principal and any Realized Losses allocable hereto.]
This Certificate is one of 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: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates
referred to in the within-mentioned
Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
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
CERTIFICATES [AND CLASS M-1 CERTIFICATES] AS DESCRIBED IN THE
AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A "REGULAR INTEREST" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT 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 TO ANY PERSON
WHO IS USING "PLAN ASSETS" OF ANY
SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS THE TRANSFEREE
PROVIDES AN OPINION OF COUNSEL OR
CERTIFICATION PURSUANT TO SECTION 5.02(f) OF THE AGREEMENT
SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE BY,
ON BEHALF OF, OR WITH "PLAN
ASSETS" OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW, WILL
NOT CONSTITUTE OR RESULT IN A NON-
EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406
OF ERISA OR SECTION 4975 OF THE
CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE
TRUSTEE TO ANY OBLIGATION OR
LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS
REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT
FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE.
THE ISSUE DATE OF THIS CERTIFICATE
IS OCTOBER 30, 1995. THE PER ANNUM RATE OF INTEREST ON THIS
CERTIFICATE IS 7.00% ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT 300% 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. ___ 7.00% 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:
October 1, 1995 Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
November 27, 1995
CUSIP: 760944-_____
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
October 25, 2010
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S15
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 The
First National Bank of Chicago, as trustee (the "Trustee"), a
summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under
and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is
bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the
25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately
following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in
whose name this Certificate is registered at the close of
business on the last day (or if such last
day is not a Business Day, the Business Day immediately preceding
such last day) of the month
immediately preceding the month of such distribution (the "Record
Date"), from the Available
Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to
Holders of Class M-__ Certificates on such Distribution Date.
Distributions on this Certificate will be made
either by the Master Servicer
acting on behalf of the Trustee or by a Paying Agent appointed by
the Trustee in immediately
available funds (by wire transfer or otherwise) for the account
of the Person entitled thereto if
such Person shall have so notified the Master Servicer or such
Paying Agent, or by check mailed to
the address of the Person entitled thereto, as such name and
address shall appear on the
Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be
made after due notice of the pendency of such distribution and
only upon presentation and surrender
of this Certificate at the office or agency appointed by the
Trustee for that purpose in the City
and State of New York. The Initial Certificate Principal Balance
of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to the extent of the distributions
allocable to principal and any Realized Losses allocable hereto.
This Certificate is one of a duly authorized
issue of Certificates issued in
several Classes designated as Mortgage Pass-Through Certificates
of the Series specified hereon
(herein collectively called the "Certificates").
The Certificates are limited in right of payment
to certain collections and
recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the
Agreement. In the event Master Servicer funds are advanced with
respect to any Mortgage Loan, such
advance is reimbursable to the Master Servicer, to the extent
provided in the Agreement, from
related recoveries on such Mortgage Loan or from other cash that
would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from
the Custodial Account and/or
the Certificate Account created for the benefit of
Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions
to Certificateholders, such
purposes including without limitation reimbursement to the
Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions
therein provided, the amendment
of the Agreement and the modification of the rights and
obligations of the Company, the Master
Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time
by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of
Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be
conclusive and binding on such Holder and upon all future holders
of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The
Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders of any of the Certificates and,
in certain additional circumstances, without the consent of the
Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to
certain limitations therein set
forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender
of this Certificate for registration of transfer at the offices
or agencies appointed by the
Trustee in the City and State of New York, duly endorsed by, or
accompanied by an assignment in the
form below or other written instrument of transfer in form
satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized
in writing, and thereupon one or more new Certificates of
authorized denominations evidencing the
same Class and aggregate Percentage Interest will be issued to
the designated transferee or
transferees.
The Certificates are issuable only as registered
Certificates without coupons
in Classes and in denominations specified in the Agreement. As
provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are exchangeable for new
Certificates of authorized denominations evidencing the same
Class and aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient
to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar
and any agent of the Company, the Master Servicer, the Trustee or
the Certificate Registrar may
treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes,
and neither the Company, the Master Servicer, the Trustee nor any
such agent shall be affected by
notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in
respect of the Certificates and
the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all
amounts held by or on behalf of the Trustee and required to be
paid to them pursuant to the
Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan
subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the
Master Servicer or the Company from
the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such
Mortgage Loans, thereby effecting 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: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates
referred to in the within-mentioned
Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
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
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 OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986 (THE "CODE"), OR TO ANY
PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO ACQUIRE
THIS CERTIFICATE, UNLESS THE
TRANSFEREE PROVIDES AN OPINION OF COUNSEL OR CERTIFICATION
PURSUANT TO SECTION 5.02(f) OF THE
AGREEMENT SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND
THE TRUSTEE THAT THE PURCHASE OF
THIS CERTIFICATE BY, ON BEHALF OF, OR WITH "PLAN ASSETS" OF SUCH
PLAN IS PERMISSIBLE UNDER
APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
MASTER SERVICER, THE COMPANY OR
THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A "REGULAR INTEREST" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE CODE. THE FOLLOWING INFORMATION IS PROVIDED SOLELY
FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE
OF THIS CERTIFICATE IS OCTOBER 30, 1995. THE PER ANNUM RATE OF
INTEREST ON THIS CERTIFICATE IS
7.00%. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 300% 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. __ 7.50 % Pass-Through
Rate
Class B-__ Subordinate Aggregate
Certificate
Principal Balance
of the Class B-__
Certificates as of
Date of Pooling and Servicing the Cut-off Date:
Agreement and Cut-off Date: $_______________
October 1, 1995 Date:
Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
November 27, 1995
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
October 25, 2010
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S15
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 The First National Bank of Chicago, as trustee (the
"Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To
the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which
such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the
25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately
following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to
the Person in whose name this Certificate is registered at the
close of business on the last day
(or if such last day is not a Business Day, the Business Day
immediately preceding such last day)
of the month next preceding the month of such distribution (the
"Record Date"), from the Available
Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to
Holders of Class B Certificates on such Distribution Date.
Distributions on this Certificate will be made
either by the Master Servicer
acting on behalf of the Trustee or by a Paying Agent appointed by
the Trustee in immediately
available funds (by wire transfer or otherwise) for the account
of the Person entitled thereto if
such Person shall have so notified the Master Servicer or such
Paying Agent, or by check mailed to
the address of the Person entitled thereto, as such name and
address shall appear on the
Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be
made after due notice of the pendency of such distribution and
only upon presentation and surrender
of this Certificate at the office or agency appointed by the
Trustee for that purpose in the City
and State of New York. The Initial Certificate Principal Balance
of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to the extent of the distributions
allocable to principal and any Realized Losses allocable hereto.
No transfer of this Class B Certificate will be
made unless such transfer is
exempt from the registration requirements of the Securities Act
of 1933, as amended, and any
applicable state securities laws or is made in accordance with
said Act and laws. 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 any other
person 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: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates
referred to in the within-mentioned
Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
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 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT 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 TO ANY PERSON WHO IS
USING "PLAN ASSETS" OF ANY SUCH
PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS THE TRANSFEREE PROVIDES
AN OPINION OF COUNSEL SATISFACTORY
TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE THAT THE
PURCHASE OF THIS CERTIFICATE BY, ON
BEHALF OF, OR WITH "PLAN ASSETS" OF SUCH PLAN IS PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION 406
OF ERISA OR SECTION 4975 OF THE
CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE
TRUSTEE TO ANY OBLIGATION OR
LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY
BE MADE ONLY IF THE PROPOSED
TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH
TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL
SUBDIVISION THEREOF, ANY FOREIGN
GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE
DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT
TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY
ORGANIZATION DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON DESCRIBED IN THE
FOREGOING CLAUSES (A), (B) OR (C)
BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D)
AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND
(3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS
RELATING TO THE FINANCIAL CONDITION OF
THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OR ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT
OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
THIS CERTIFICATE. EACH HOLDER OF
THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE
DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH.
Certificate No. ___ 7.00% Pass-Through
Rate
Class R Senior Aggregate Initial
Certificate
Principal Balance of the
Class R
Certificates:
Date of Pooling and Servicing $100.00
Agreement and Cut-off Date:
October 1, 1995
Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
November 27, 1995
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP 760944-_____
Assumed Final Distribution Date:
October 25, 2010
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S15
evidencing a percentage interest in any distributions
allocable to
the Class R Certificates with respect to a Trust Fund
consisting
primarily of a pool of conventional one- to
four-family fixed
interest rate first mortgage loans formed and sold by
RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the
assets of the Trust Fund, and does
not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the
Master Servicer, the Trustee referred to below or GMAC Mortgage
Corporation or any of their
affiliates. Neither this Certificate nor the underlying Mortgage
Loans are guaranteed or insured
by any governmental agency or instrumentality or by Residential
Funding Mortgage Securities I,
Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates.
None of the Company, the Master Servicer, GMAC Mortgage
Corporation or any of their affiliates will
have any obligation with respect to any certificate or other
obligation secured by or payable from
payments on the Certificates.
This certifies that _________________________ is
the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by
dividing the Initial Certificate
Principal Balance of this Certificate by the aggregate Initial
Certificate Principal Balance of all
Class R Certificates, both as specified above) in certain
distributions with respect to a the Trust
Fund. The Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed
and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company,"
which term includes any successor
entity under the Agreement referred to below). The Trust Fund
was created pursuant to a Pooling
and Servicing Agreement dated as specified above (the
"Agreement") among the Company, the Master
Servicer and The First National Bank of Chicago, as trustee (the
"Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To
the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which
such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the
25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately
following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in
whose name this Certificate is registered at the close of
business on the last day (or if such last
day is not a Business Day, the Business Day immediately preceding
such last day) of the month
immediately preceding the month of such distribution (the "Record
Date"), from the Available
Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to
Holders of Class R Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed
to have agreed to be bound by
the restrictions set forth in the Agreement to the effect that
(i) each person holding or acquiring
any Ownership Interest in this Certificate must be a United
States Person and a Permitted
Transferee, (ii) the transfer of any Ownership Interest in this
Certificate will be conditioned
upon the delivery to the Trustee of, among other things, an
affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any
attempted or purported transfer of any
Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null
and void and will vest no rights in the purported transferee, and
(iv) if any person other than a
United States Person and a Permitted Transferee acquires any
Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the
right, in its sole discretion and
without notice to the Holder of this Certificate, to sell this
Certificate to a purchaser selected
by the Company, which purchaser may be the Company, or any
affiliate of the Company, on such terms
and conditions as the Company may choose.
Notwithstanding the above, the final
distribution on this Certificate will be
made after due notice of the pendency of such distribution and
only upon presentation and surrender
of this Certificate at the office or agency appointed by the
Trustee for that purpose in the City
and State of New York. The Initial Certificate Principal Balance
of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to the extent of distributions
allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of
the Certificate Principal Balance hereof to zero, this
Certificate will remain outstanding under
the Agreement and the Holder hereof may have additional
obligations with respect to this
Certificate, including tax liabilities, and may be entitled to
certain additional distributions
hereon, in accordance with the terms and provisions of the
Agreement.
This Certificate is one of a duly authorized
issue of Certificates issued in
several Classes designated as Mortgage Pass-Through Certificates
of the Series specified hereon
(herein collectively called the "Certificates").
The Certificates are limited in right of payment
to certain collections and
recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the
Agreement. In the event Master Servicer funds are advanced with
respect to any Mortgage Loan, such
advance is reimbursable to the Master Servicer, to the extent
provided in the Agreement, from
related recoveries on such Mortgage Loan or from other cash that
would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from
the Custodial Account and/or
the Certificate Account created for the benefit of
Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions
to Certificateholders, such
purposes including without limitation reimbursement to the
Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions
therein provided, the amendment
of the Agreement and the modification of the rights and
obligations of the Company, the Master
Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time
by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of
Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be
conclusive and binding on such Holder and upon all future holders
of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The
Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders of any of the Certificates and,
in certain additional circumstances, without the consent of the
Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to
certain limitations therein set
forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender
of this Certificate for registration of transfer at the offices
or agencies appointed by the
Trustee in the City and State of New York, duly endorsed by, or
accompanied by an assignment in the
form below or other written instrument of transfer in form
satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized
in writing, and thereupon one or more new Certificates of
authorized denominations evidencing the
same Class and aggregate Percentage Interest will be issued to
the designated transferee or
transferees.
The Certificates are issuable only as registered
Certificates without coupons
in Classes and in denominations specified in the Agreement. As
provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are exchangeable for new
Certificates of authorized denominations evidencing the same
Class and aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient
to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar
and any agent of the Company, the Master Servicer, the Trustee or
the Certificate Registrar may
treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes,
and neither the Company, the Master Servicer, the Trustee nor any
such agent shall be affected by
notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in
respect of the Certificates and
the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all
amounts held by or on behalf of the Trustee and required to be
paid to them pursuant to the
Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan
subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the
Master Servicer or the Company from
the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such
Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but
does not require, the Master Servicer or the Company 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: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred
to in the within-mentioned
Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
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 October 1, 1995, by and among THE FIRST
NATIONAL BANK OF CHICAGO, as
Trustee (including its successors under the Pooling Agreement
defined below, the "Trustee"),
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (together with
any successor in interest, the
"Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer
(together with any successor in
interest or successor under the Pooling Agreement referred to
below, the "Master Servicer"), and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together with any
successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and
the Trustee have entered into
a Pooling and Servicing Agreement dated as of October 1, 1995,
relating to the issuance of
Residential Funding Mortgage Securities I, Inc., Mortgage
Pass-Through Certificates, Series 1995-
S15 (as in effect on the date of this agreement, the "Original
Pooling Agreement," and as amended
and supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as
agent for the Trustee for the
purposes of receiving and holding certain documents and other
instruments delivered by the Company
and the Master Servicer under the Pooling Agreement, all upon the
terms and conditions and subject
to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises
and the mutual covenants and
agreements hereinafter set forth, the Trustee, the Company, the
Master Servicer and the Custodian
hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not
defined herein shall have the
meanings assigned in the Original Pooling Agreement, unless
otherwise required by the context
herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent;
Acceptance of Mortgage Files. The
Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of
the Mortgage Files relating to the Mortgage Loans identified on
the schedule attached hereto (the
"Mortgage Files") and declares that it holds and will hold the
Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and
future Certificateholders.
Section 2.2. Recordation of Assignments. If
any Mortgage File includes one
or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been
recorded, each such assignment shall be delivered by the
Custodian to the Company for the purpose
of recording it in the appropriate public office for real
property records, and the Company, at no
expense to the Custodian, shall promptly cause to be recorded in
the appropriate public office for
real property records each such assignment and, upon receipt
thereof from such public office, shall
return each such assignment to the Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the
Custodian shall deliver to the
Trustee an Initial Certification in the form annexed hereto as
Exhibit One evidencing receipt of
a Mortgage File for each Mortgage Loan listed on the Schedule
attached hereto (the "Mortgage Loan
Schedule").
(b) Within 45 days of the initial issuance of
the Certificates, the Custodian
agrees, for the benefit of Certificateholders, to review, in
accordance with the provisions of
Section 2.02 of the Pooling Agreement, each Mortgage File, and
shall deliver to the Trustee an
Interim Certification in the form annexed hereto as Exhibit Two
to the effect that all documents
required to be delivered pursuant to Section 2.01(b) of the
Pooling Agreement have been executed
and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan
Schedule, except for any exceptions listed on Schedule A attached
to such Interim Certification.
Within 45 days of receipt of the documents required to be
delivered pursuant to Section 2.01(c) of
the Pooling Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in
accordance with the provisions of Section 2.02 of the Pooling
Agreement, each such document, and
shall deliver to the Trustee either (i) an Interim Certification
in the form attached hereto as
Exhibit Two to the effect that all such documents relate to the
Mortgage Loans identified on the
Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim
Certification or (ii) a Final Certification as set forth in
subsection (c) below. The Custodian
shall be under no duty or obligation to inspect, review or
examine said documents, instruments,
certificates or other papers to determine that the same are
genuine, enforceable, or appropriate
for the represented purpose or that they have actually been
recorded or that they are other than
what they purport to be on their face. If in performing the
review required by this Section 2.3
the Custodian finds any document or documents constituting a part
of a Mortgage File to be
defective in any material respect, the Custodian shall promptly
so notify the Company, the Master
Servicer and the Trustee. Upon receipt of written notification
from the Master Servicer, signed
by a Servicing Officer, that the Master Servicer or a
Subservicer, as the case may be, has made a
deposit into the Certificate Account in payment for the purchase
of the related Mortgage Loan in
an amount equal to the Purchase Price for such Mortgage Loan, the
Custodian shall release to the
Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required to
be in the Mortgage Files the
Custodian shall deliver to the Trustee a Final Certification in
the form annexed hereto as Exhibit
Three evidencing the completeness of the Mortgage Files.
Upon receipt of written request from the
Trustee, the Custodian shall as soon
as practicable supply the Trustee with a list of all of the
documents relating to the Mortgage
Loans then contained in the Mortgage Files.
Section 2.4. Notification of Breaches of
Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation
or warranty made by the Master
Servicer or the Company as set forth in the Pooling Agreement or
by a Seller in a Seller's
Agreement or by Residential Funding or the Company in the
Assignment Agreement with respect to a
Mortgage Loan relating to a Mortgage File, the Custodian shall
give prompt written notice to the
Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of
Mortgage Files. Upon the
repurchase or substitution of any Mortgage Loan pursuant to
Article II of the Pooling Agreement or
payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that
payment in full will be escrowed in a manner customary for such
purposes, the Master Servicer shall
immediately notify the Custodian by a certification (which
certification shall include a statement
to the effect that all amounts received or to be received in
connection with such payment which are
required to be deposited in the Custodial Account pursuant to
Section 3.07 of the Pooling Agreement
have been or will be so deposited) of a Servicing Officer and
shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such
certification and request, promptly to
release to the Master Servicer the related Mortgage File. The
Master Servicer shall deliver to the
Custodian and the Custodian agrees to accept the Mortgage Note
and other documents constituting the
Mortgage File with respect to any Qualified Substitute Mortgage
Loan.
From time to time as is appropriate for the
servicing or foreclosures of any
Mortgage Loan, including, for this purpose, collection under any
Primary Insurance Policy or any
Mortgage Pool Insurance Policy, the Master Servicer shall deliver
to the Custodian a certificate
of a Servicing Officer requesting that possession of all, or any
document constituting part, of the
Mortgage File be released to the Master Servicer and certifying
as to the reason for such release
and that such release will not invalidate any insurance coverage
provided in respect of the
Mortgage Loan under any of the Required Insurance Policies. With
such certificate, the Master
Servicer shall deliver to the Custodian a trust receipt signed by
a Servicing Officer on behalf of
the Master Servicer, and upon receipt of the foregoing, the
Custodian shall deliver the Mortgage
File or such document to the Master Servicer. The Master
Servicer shall cause each Mortgage File
or any document therein so released to be returned to the
Custodian when the need therefor by the
Master Servicer no longer exists, unless (i) the Mortgage Loan
has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been
deposited in the Custodial Account or
(ii) the Mortgage File or such document has been delivered to an
attorney, or to a public trustee
or other public official as required by law, for purposes of
initiating or pursuing legal action
or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-
judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing
Officer certifying as to the name and address of the Person to
which such Mortgage File or such
document was delivered and the purpose or purposes of such
delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver the
Trust Receipt with respect thereto
to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Custodial Account
as provided in the Pooling Agreement.
Section 2.6. Assumption Agreements. In the
event that any assumption
agreement or substitution of liability agreement is entered into
with respect to any Mortgage Loan
subject to this Agreement in accordance with the terms and
provisions of the Pooling Agreement, the
Master Servicer shall notify the Custodian that such assumption
or substitution agreement has been
completed by forwarding to the Custodian the original of such
assumption or substitution agreement,
which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part
of such Mortgage File to the same extent as all other documents
and instruments constituting parts
thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of
the Trustee. With respect to
each Mortgage Note, Mortgage and other documents constituting
each Mortgage File which are
delivered to the Custodian, the Custodian is exclusively the
bailee and agent of the Trustee and
has no instructions to hold any Mortgage Note or Mortgage for the
benefit of any person other than
the Trustee, holds such documents for the benefit of
Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in
this Agreement. Except upon
compliance with the provisions of Section 2.5 of this Agreement,
no Mortgage Note, Mortgage or
other document constituting a part of a Mortgage File shall be
delivered by the Custodian to the
Company or the Master Servicer or otherwise released from the
possession of the Custodian.
Section 3.2. Indemnification. The Company
hereby agrees to indemnify and
hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or
proceedings at law or in equity, or any other expenses, fees or
charges of any character or nature,
which the Custodian may incur or with which the Custodian may be
threatened by reason of its acting
as custodian under this Agreement, including indemnification of
the Custodian against any and all
expenses, including attorney's fees if counsel for the Custodian
has been approved by the Company,
and the cost of defending any action, suit or proceedings or
resisting any claim. Notwithstanding
the foregoing, it is specifically understood and agreed that in
the event any such claim,
liability, loss, action, suit or proceeding or other expense, fee
or charge shall have been caused
by reason of any negligent act, negligent failure to act or
willful misconduct on the part of the
Custodian, or which shall constitute a willful breach of its
duties hereunder, the indemnification
provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates.
The Custodian in its individual
or any other capacity may become the owner or pledgee of
Certificates with the same rights it would
have if it were not Custodian.
Section 3.4. Master Servicer to Pay
Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from
time to time, and the Custodian
shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and
performance of any of the powers and duties hereunder of the
Custodian, and the Master Servicer
will pay or reimburse the Custodian upon its request for all
reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any
of the provisions of this
Agreement (including the reasonable compensation and the expenses
and disbursements of its counsel
and of all persons not regularly in its employ), except any such
expense, disbursement or advance
as may arise from its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May
Remove Custodian. The
Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and
duties relate to its acting as Custodian of the Mortgage Loans.
Upon receiving such notice of
resignation, the Trustee shall either take custody of the
Mortgage Files itself and give prompt
notice thereof to the Company, the Master Servicer and the
Custodian, or promptly appoint a
successor Custodian by written instrument, in duplicate, one copy
of which instrument shall be
delivered to the resigning Custodian and one copy to the
successor Custodian. If the Trustee shall
not have taken custody of the Mortgage Files and no successor
Custodian shall have been so
appointed and have accepted appointment within 30 days after the
giving of such notice of
resignation, the resigning Custodian may petition any court of
competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any
time. In such event, the Trustee
shall appoint, or petition a court of competent jurisdiction to
appoint, a successor Custodian
hereunder. Any successor Custodian shall be a depository
institution subject to supervision or
examination by federal or state authority and shall be able to
satisfy the other requirements
contained in Section 3.7 and shall be unaffiliated with the
Master Servicer or the Company.
Any resignation or removal of the Custodian and
appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5
shall become effective upon
acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the
Company and the Master Servicer of the appointment of any
successor Custodian. No successor
Custodian shall be appointed by the Trustee without the prior
approval of the Company and the
Master Servicer.
Section 3.6. Merger or Consolidation of
Custodian. Any Person into which the
Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting
from any merger, conversion or consolidation to which the
Custodian shall be a party, or any Person
succeeding to the business of the Custodian, shall be the
successor of the Custodian hereunder,
without the execution or filing of any paper or any further act
on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.
Section 3.7. Representations of the Custodian.
The Custodian hereby
represents that it is a depository institution subject to
supervision or examination by a federal
or state authority, has a combined capital and surplus of at
least $10,000,000 and is qualified to
do business in the jurisdictions in which it will hold any
Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests,
consents and demands and other
communications required under this Agreement or pursuant to any
other instrument or document
delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be
delivered personally, by telegram or telex, or by registered or
certified mail, postage prepaid,
return receipt requested, at the addresses specified on the
signature page hereof (unless changed
by the particular party whose address is stated herein by similar
notice in writing), in which case
the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or
amendment of or supplement to
this Agreement shall be valid or effective unless the same is in
writing and signed by all parties
hereto, and neither the Company, the Master Servicer nor the
Trustee shall enter into any amendment
hereof except as permitted by the Pooling Agreement. The Trustee
shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling Agreement
and furnish the Custodian with
written copies thereof.
Section 4.3. Governing Law. This Agreement
shall be deemed a contract made
under the laws of the State of New York and shall be construed
and enforced in accordance with and
governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the
extent permitted by applicable
law, this Agreement is subject to recordation in all appropriate
public offices for real property
records in all the counties or other comparable jurisdictions in
which any or all of the properties
subject to the Mortgages are situated, and in any other
appropriate public recording office or
elsewhere, such recordation to be effected by the Master Servicer
and at its expense on direction
by the Trustee (pursuant to the request of holders of
Certificates evidencing undivided interests
in the aggregate of not less than 25% of the Trust Fund), but
only upon direction accompanied by
an Opinion of Counsel reasonably satisfactory to the Master
Servicer to the effect that the failure
to effect such recordation is likely to materially and adversely
affect the interests of the
Certificateholders.
For the purpose of facilitating the recordation
of this Agreement as herein
provided and for other purposes, this Agreement may be executed
simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts
shall constitute but one and the same instrument.
Section 4.5. Severability of Provisions. If
any one or more of the
covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever
held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way
affect the validity or enforceability of the other provisions of
this Agreement or of the
Certificates or the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the
date first above written.
Address: THE FIRST NATIONAL BANK OF
CHICAGO,
as Trustee
One First National Plaza
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation
Series 1995-S15
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
8400 Normandale Lake Boulevard
Suite 700
Minneapolis, Minnesota 55437
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 October, 1995, before me, a notary
public in and for said State,
personally appeared _______________________, known to me to be a
Vice President of The First
National Bank of Chicago, 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 30th day of October, 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 October, 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 October, 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
October 30, 1995
The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S15
Re: Custodial Agreement dated as of October 1, 1995, by
and among The First National
Bank of Chicago, Residential Funding Mortgage
Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage
Pass-Through Certificates, Series 1995-S15
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
The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S15
Re: Custodial Agreement dated as of October 1, 1995, by
and among The First National
Bank of Chicago, Residential Funding Mortgage
Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage
Pass-Through Certificates, Series 1995-S15
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
The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S15
Re: Custodial Agreement dated as of October 1, 1995, by
and among The First National
Bank of Chicago, Residential Funding Mortgage
Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage
Pass-Through Certificates, Series 1995-S15
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 : 10/20/95 RFC DISCLOSURE SYSTEM
RFFSD177-01
AT : 16.14.40 FIXED RATE LOAN LISTING
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S15
CUTOFF : 10/01/95
POOL : 0004183
:
:
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 #
_________________________________________________________________
_____________
1385889 560/560 F 439,500.00
T
SHANLEY MICHAEL P 180 417,635.58
1
LAKE SHORE DRIVE 8.500 4,327.93
75
8.375 4,327.93
586,000.00
BOLTON NY 12814 2 04/14/94
00
221424427 05 06/01/94
0
221424427 O 05/01/09
0
1394168 A83/728 F 300,000.00
ZZ
MACE JENNIE A 180 298,241.05
1
TBA SE 14 COURT 7.875 2,845.35
64
7.625 2,845.35
475,000.00
OCALA FL 34471 1 08/03/95
00
0380216409 03 09/01/95
0
112548 O 08/01/10
0
1404255 771/728 F 206,500.00
T
BULAY ALEXANDER 180 206,500.00
1
LOT 16 GREEN HARBOUR LANE 8.125 1,988.35
70
7.875 1,988.35
297,500.00
LAKE GEORGE NY 12845 4 09/22/95
00
0380211293 03 11/01/95
0
950604 O 10/01/10
0
1416857 670/670 F 479,992.00
ZZ
STAGNARO-GREEN ALEX 180 472,932.78
1
10 HUBBARD COURT 7.950 4,573.21
80
7.700 4,573.21
599,990.00
ALLENDALE NJ 07401 1 04/12/95
00
445690 05 06/01/95
0
1
445690 O 05/01/10
0
1417528 939/728 F 650,000.00
ZZ
COOPER MARC 180 648,100.70
1
327 OAKWOOD ROAD 7.875 6,164.93
75
7.625 6,164.93
875,000.00
ENGLEWOOD NJ 07631 1 08/31/95
00
0380191891 05 10/01/95
0
9501998 O 09/01/10
0
1418083 450/728 F 999,950.00
ZZ
LONGABERGER DAVID W 180 990,932.00
1
537 JONES ROAD 7.625 9,340.83
63
7.375 9,340.83
1,600,000.00
GRANVILLE OH 43023 1 06/09/95
00
0380200957 05 08/01/95
0
3866175 O 07/01/10
0
1418092 597/728 F 120,000.00
ZZ
SEMBA MARIKO 180 119,296.42
1
12 MILLAY COURT 7.875 1,138.14
55
7.625 1,138.14
220,000.00
TEANECK NJ 07666 1 07/10/95
00
0380176769 01 09/01/95
0
650428 O 08/01/10
0
1421295 669/728 F 160,000.00
ZZ
RYS MARIAN 180 159,557.75
2
248 HAYWARD PLACE 8.500 1,575.58
54
8.250 1,575.58
300,000.00
WALLINGTON NJ 07057 2 08/08/95
00
0380195785 05 10/01/95
0
GM10021540 O 09/01/10
0
1424272 736/728 F 157,500.00
ZZ
PAN SIMON 180 156,596.69
1
625 ORANGE GROVE AVENUE 8.125 1,516.54
74
#D 7.875 1,516.54
215,000.00
SOUTH PASADENA CA 91030 2 07/21/95
00
0380174657 01 09/01/95
0
442308 O 08/01/10
0
1
1424389 B26/728 F 175,000.00
ZZ
STYLIANOU STYLIANOS 180 174,494.28
1
146-19 21ST AVENUE 8.000 1,672.39
67
7.750 1,672.39
265,000.00
WHITESTONE NY 11357 1 08/22/95
00
0380188038 05 10/01/95
0
0000 O 09/01/10
0
1425407 721/728 F 151,500.00
ZZ
MITCHELL GEORGE A 180 150,582.06
1
5250 NORTH KIMBARK PLACE 7.500 1,404.42
54
7.250 1,404.42
282,500.00
WHITEFISH BAY WI 53217 2 07/27/95
00
0380172628 05 09/01/95
0
9917668 O 08/01/10
0
1432005 470/728 F 388,000.00
ZZ
HICK KENNETH W 180 386,878.73
1
17627 SW KELOK ROAD 8.000 3,707.94
68
7.750 3,707.94
577,000.00
LAKE OSWEGO OR 97034 5 08/18/95
00
0380191057 05 10/01/95
0
0065819 O 09/01/10
0
1432035 051/728 F 101,700.00
ZZ
CHUONG EILEEN 180 101,402.84
1
210 GIRARD STREET 7.875 964.57
68
7.625 964.57
151,700.00
SAN FRANCISCO CA 94134 1 08/03/95
00
0380175498 05 10/01/95
0
16101828 O 09/01/10
0
1432136 969/728 F 243,900.00
ZZ
MC GURK JOHN C 180 241,350.16
1
EAST MOMBASHA ROAD 9.250 2,510.20
90
9.000 2,510.20
271,000.00
MONROE NY 10950 1 06/01/95
04
0380173733 05 07/01/95
25
11114256 O 06/01/10
0
1432138 969/728 F 289,000.00
ZZ
SCHACHTER MICHAEL B 180 286,477.74
1
12 AMANDA COURT 8.000 2,761.84
80
7.750 2,761.84
362,000.00
1
AIRMONT NY 10982 1 06/22/95
00
0380173774 05 08/01/95
0
110114629 O 07/01/10
0
1432149 669/728 F 385,000.00
ZZ
KOVACS ROBERT A 180 382,840.27
1
1116 BARNEGAT LANE 8.375 3,763.09
46
8.125 3,763.09
850,000.00
MANTOLOKING NJ 08738 5 07/21/95
00
0380176447 05 09/01/95
0
10021606 O 08/01/10
0
1432503 497/497 F 280,000.00
T
SUGARMAN PAUL W 180 278,376.28
1
50 SEA PINE REACH 8.000 2,675.83
70
7.750 2,675.83
400,000.00
THE SEA RANCH CA 95497 4 07/26/95
00
9900216384 03 09/01/95
0
9900216384 O 08/01/10
0
1432603 450/728 F 300,000.00
T
COHEN WARREN P 180 298,241.05
1
5037 MAIN GORE PLACE 7.875 2,845.35
75
UNIT ONE 7.625 2,845.35
400,000.00
VAIL CO 81657 4 08/01/95
00
0380213695 05 09/01/95
0
3871092 O 08/01/10
0
1432866 637/728 F 410,000.00
T
JOHNSON STEVEN P 180 405,418.52
1
4045 HIDDEN COVE ROAD 8.500 4,037.44
73
8.250 4,037.44
562,000.00
PARK CITY UT 84060 1 05/11/95
00
0380177858 05 07/01/95
0
4431367 O 06/01/10
0
1432871 637/728 F 115,000.00
T
BROWN JONATHAN D 180 113,927.54
1
10 LEEWARD WALK 8.375 1,124.04
70
8.125 1,124.04
165,000.00
OCEAN RIDGE NY 11772 1 06/05/95
00
0380185794 05 08/01/95
0
4461406 O 07/01/10
0
1
1432920 757/757 F 248,400.00
ZZ
LEWIS STEPHEN K 180 246,894.91
1
2595 THE FIFTH FAIRWAY 7.500 2,302.70
88
7.250 2,302.70
285,000.00
ROSWELL GA 30076 2 07/07/95
12
2581478 03 09/01/95
12
2581478 O 08/01/10
0
1433000 131/728 F 273,600.00
T
RATTE ROBERT W 180 272,030.81
1
35550 NACRE STREET NORTHWEST 8.125 2,634.45
90
7.875 2,634.45
304,750.00
PRINCETON MN 55371 1 07/31/95
14
0380180126 05 09/01/95
25
1234 O 08/01/10
0
1433609 076/076 F 98,400.00
ZZ
LOPEZ AURA O 180 96,564.05
1
4936 ALPHONSE DRIVE 8.500 968.98
60
8.250 968.98
164,000.00
METAIRIE LA 70006 5 06/14/95
00
5117252 05 08/01/95
0
5117252 O 07/01/10
0
1433616 076/076 F 400,000.00
ZZ
BLACKSHEAR CHARLES D 180 396,470.54
1
104 POINT SHORE DRIVE 7.875 3,793.80
78
7.625 3,793.80
515,000.00
GOLDSBORO NC 27534 1 06/09/95
00
4791932 05 08/01/95
0
4791932 O 07/01/10
0
1433618 076/076 F 510,000.00
ZZ
CHENG FRED T 180 505,350.28
1
12320 PAGE MILL ROAD 7.500 4,727.76
69
7.250 4,727.76
745,000.00
LOS ALTOS HILLS CA 94022 2 06/14/95
00
4818662 05 08/01/95
0
4818662 O 07/01/10
0
1433619 076/076 F 250,000.00
ZZ
GIRON MILTON A 180 246,378.79
1
1
7817 LINDSEY LANE 8.125 2,407.21
95
7.875 2,407.21
265,000.00
AMARILLO TX 79121 1 04/27/95
10
4780192M 05 06/01/95
30
4780192M O 05/01/10
0
1433620 076/076 F 375,000.00
ZZ
TRUEMPER LOUIS J 180 370,013.62
1
1146 ST. ANDREWS DRIVE 8.000 3,583.70
75
7.750 3,583.70
500,000.00
MACON GA 31210 1 05/30/95
00
5116202 05 07/01/95
0
5116202 O 06/01/10
0
1433622 076/076 F 250,000.00
ZZ
GARDINER J M 180 246,951.40
1
16 WARREN PLACE 7.500 2,317.54
62
7.250 2,317.54
409,250.00
WESTON MA 02193 1 06/01/95
00
4610162 05 07/01/95
0
4610162 O 06/01/10
0
1433623 076/076 F 225,000.00
ZZ
LOGAN CHARLES W 180 222,285.82
1
4820 STONEWALL 7.625 2,101.80
90
7.375 2,101.80
250,000.00
LITTLE ROCK AR 72207 1 05/30/95
12
4828902M 03 07/01/95
12
4828902M O 06/01/10
0
1433624 076/076 F 400,000.00
ZZ
DANIELS MARC B 180 396,659.56
1
130A SEABORNE DRIVE 8.500 3,938.96
73
8.250 3,938.96
550,000.00
YARMOUTH ME 04096 1 06/16/95
00
5113432 05 08/01/95
0
5113432 O 07/01/10
0
1433680 028/728 F 498,000.00
ZZ
FRANCE DAVID F 180 496,608.05
1
230 SPRING CREEK LANE NE 8.375 4,867.58
74
8.125 4,867.58
675,000.00
ALBUQUERQUE NM 87122 5 08/10/95
00
0380188947 05 10/01/95
0
1
175379 O 09/01/10
0
1434186 076/076 F 251,000.00
ZZ
MCCOY JAMES K 180 248,870.58
1
145SW CLIFF STREET 7.750 2,362.60
62
7.500 2,362.60
410,000.00
DEPOE BAY OR 97341 2 07/01/95
00
4833962 05 09/01/95
0
4833962 O 08/01/10
0
1434193 076/076 F 310,000.00
ZZ
KRIEGER ERIK J 180 308,162.35
1
6224 SE 31ST AVENUE 7.750 2,917.95
63
7.500 2,917.95
495,000.00
PORTLAND OR 97202 1 07/06/95
00
101233 05 09/01/95
0
101233 O 08/01/10
0
1434278 627/728 F 460,000.00
ZZ
YEW SHI-HA WO 180 458,728.53
1
154 SOUTH ANITA AVENUE 8.500 4,529.80
44
8.250 4,529.80
1,050,000.00
LOS ANGELES CA 90049 2 08/04/95
00
0380178294 05 10/01/95
0
326946 O 09/01/10
0
1434327 A89/A89 F 250,000.00
ZZ
ALDEBORGH JOHN 180 249,244.96
1
65 COFFIN STREET 7.500 2,317.54
75
7.250 2,317.54
335,000.00
WEST NEWBURY MA 01985 2 08/03/95
00
151450600 05 10/01/95
0
151450600 O 09/01/10
0
1434335 694/728 F 285,000.00
ZZ
YOUNG PAUL F 180 284,139.26
1
17 BEACON HILL LANE 7.500 2,641.99
75
7.250 2,641.99
381,000.00
CREVE COEUR MO 63141 5 08/04/95
00
0380177072 05 10/01/95
0
694 O 09/01/10
0
1
1434521 070/070 F 315,350.00
ZZ
ANGIER JAN E 180 310,977.84
1
400 BERKSHIRE LANE 8.625 3,128.53
76
8.375 3,128.53
415,000.00
COPPELL TX 75019 1 04/26/95
00
1251658 03 06/01/95
0
1251658 O 05/01/10
0
1434522 070/070 F 200,000.00
ZZ
MATHEWS DON C 180 194,413.46
1
RT 1 BOX 201 8.750 1,998.90
68
8.500 1,998.90
295,000.00
HUNTSVILLE TX 77340 4 11/08/94
00
1627863 05 01/01/95
0
1627863 O 12/01/09
0
1434523 070/070 F 650,000.00
ZZ
RAI DINKER B 180 629,319.27
1
219 GUINEA WOODS ROAD 8.625 6,448.52
52
8.375 6,448.52
1,250,000.00
OLD WESTBURY NY 11568 5 09/29/94
00
1734036 05 12/01/94
0
1734036 O 11/01/09
0
1434524 070/070 F 1,000,000.00
ZZ
NASSER JACQUES A 180 975,489.81
1
3376 FRANKLIN RD 9.000 10,142.67
38
8.750 10,142.67
2,650,000.00
BLOOMFIELD HILL MI 48302 1 12/12/94
00
1742921 05 02/01/95
0
1742921 O 01/01/10
0
1434525 070/070 F 280,000.00
ZZ
BARKER BRETT V 180 277,583.00
1
26639 N 132ND STREET 8.125 2,696.07
66
7.875 2,696.07
425,000.00
SCOTTSDALE AZ 85255 2 06/20/95
00
1823443 05 08/01/95
0
1823443 O 07/01/10
0
1434526 070/070 F 300,000.00
ZZ
PETERS STEVEN 180 291,620.20
1
6495 BRUSHCREEK ROAD 8.750 2,998.35
59
8.500 2,998.35
510,000.00
1
EAGLE CO 81631 5 11/22/94
00
2040163 05 01/01/95
0
2040163 O 12/01/09
0
1434527 070/070 F 323,000.00
ZZ
REDD A L 180 313,972.88
1
1066 BRIARCLIFF ROAD 9.000 3,276.08
85
8.750 3,276.08
380,000.00
ATLANTA GA 30306 1 01/12/95
11
2301377 05 03/01/95
12
2301377 O 02/01/10
0
1434528 070/070 F 632,000.00
ZZ
MEHDYZADEH DAVID 180 616,171.91
1
1424 CLUB VIEW DRIVE 9.000 6,410.16
80
8.750 6,410.16
790,000.00
LOS ANGELES CA 90024 1 12/23/94
00
2456070 05 02/01/95
0
2456070 O 01/01/10
0
1434529 070/070 F 70,000.00
ZZ
GRABIEC MARK J 180 69,182.70
1
BUTTERFLY RIDGE 8.000 668.96
52
7.750 668.96
134,700.00
SAN ANTONIO TX 78258 4 05/25/95
00
2509822 03 07/01/95
0
2509822 O 06/01/10
0
1434530 070/070 F 220,000.00
ZZ
O'BRIAN DONALD J 180 215,284.53
1
2164 EAST ADMIRAL DRIVE 8.750 2,198.79
80
8.500 2,198.79
276,500.00
VIRGINIA BEACH VA 23451 1 02/17/95
00
2597796 05 04/01/95
0
2597796 O 03/01/10
0
1434533 070/070 F 520,000.00
ZZ
LAKATOSH GABE 120 495,242.63
1
7712 GRAYSTONE DRIVE 9.125 6,622.37
80
8.875 6,622.37
650,000.00
WEST HILLS CA 91304 2 12/23/94
00
2763243 05 02/01/95
0
2763243 O 01/01/05
0
1
1434534 070/070 F 500,000.00
ZZ
CHOOKASZIAN DENNIS 180 487,611.26
1
715 EAST HOPKINS UNIT 1 8.875 5,034.22
61
8.625 5,034.22
820,000.00
ASPEN CO 81611 5 12/09/94
00
2882801 01 02/01/95
0
2882801 O 01/01/10
0
1434536 070/070 F 399,040.00
ZZ
FAUN HENRY 180 391,880.13
1
3631 WARBLER AVENUE 9.375 4,136.83
80
9.125 4,136.83
498,800.00
SANTA CLARA CA 95051 1 03/17/95
00
2973792 05 05/01/95
0
2973792 O 04/01/10
0
1434537 070/070 F 276,000.00
ZZ
BRUSGER JOHN W 180 273,472.74
1
27 PONDVIEW ROAD 7.500 2,558.55
80
7.250 2,558.55
345,000.00
SUDBURY MA 01776 1 06/23/95
00
3267965 05 08/01/95
0
3267965 O 07/01/10
0
1434538 070/070 F 380,000.00
ZZ
BIELE HUGH I 180 372,651.33
1
3016 HOLLYCREST DRIVE 8.750 3,797.90
76
8.500 3,797.90
500,000.00
LOS ANGELES CA 90068 2 02/23/95
00
3279013 05 04/01/95
0
3279013 O 03/01/10
0
1434539 070/070 F 47,000.00
ZZ
STAGG LINDA K 120 45,515.11
1
2 KITCHELL PLACE 9.000 595.38
31
8.750 595.38
153,000.00
TOWNSHIP OF MOR NJ 07961 2 03/17/95
00
3350406 05 05/01/95
0
3350406 O 04/01/05
0
1434540 070/070 F 54,000.00
ZZ
MILLER SHIRLEY M 180 53,117.35
1
1
15 BEDFORD COURT 8.875 543.70
35
8.625 543.70
157,000.00
TOWN OF BETHLEH NY 12054 2 03/09/95
00
3352728 05 05/01/95
0
3352728 O 04/01/10
0
1434542 070/070 F 66,000.00
ZZ
POUNCY LULA B 180 64,909.35
1
308 RUSCOMBE AVENUE 8.750 659.64
53
8.500 659.64
125,000.00
GLENSIDE PA 19038 5 03/07/95
00
3492406 05 05/01/95
0
3492406 O 04/01/10
0
1434544 070/070 F 368,000.00
ZZ
SYMOND MICHAEL D 180 364,788.28
1
332 NORTH CREST LINE CIRCLE 8.000 3,516.80
80
7.750 3,516.80
462,000.00
ST GEORGE UT 84770 2 06/06/95
00
3654125 05 08/01/95
0
3654125 O 07/01/10
0
1434545 070/070 F 224,000.00
ZZ
ACKERMAN ROBERT O 180 220,928.39
1
956 CUMBERLAND LANE 8.750 2,238.76
70
8.500 2,238.76
320,000.00
BUFFALO GROVE IL 60089 5 04/05/95
00
3657657 05 06/01/95
0
3657657 O 05/01/10
0
1434546 070/070 F 172,200.00
ZZ
FLECK WILLIAM F 180 170,145.18
1
1046 OAK HILLS DRIVE 7.750 1,620.88
70
7.500 1,620.88
246,000.00
COLORADO SPRING CO 80919 1 05/25/95
00
3677138 05 07/01/95
0
3677138 O 06/01/10
0
1434547 070/070 F 237,700.00
ZZ
CLARKE HAROLD C 180 233,984.91
1
9 SILVERSMITH LANE 9.375 2,464.23
80
9.125 2,464.23
300,000.00
REDDING CT 06876 2 03/13/95
00
3769702 05 05/01/95
0
1
3769702 O 04/01/10
0
1434548 070/070 F 364,000.00
ZZ
HANLEY GEORGE P 180 360,823.20
1
40 PARK LANE 8.000 3,478.57
80
7.750 3,478.57
455,000.00
GOLF IL 60029 1 06/01/95
00
3785976 05 08/01/95
0
3785976 O 07/01/10
0
1434549 070/070 F 33,000.00
ZZ
ROBBINS JR ELMER A 180 32,552.43
1
2017 CEDAR RUN DRIVE 8.875 332.26
68
8.625 332.26
49,000.00
PLANT CITY FL 33566 1 04/18/95
00
3817989 03 06/01/95
0
3817989 O 05/01/10
0
1434550 070/070 F 75,250.00
ZZ
HESTER PATRICIA A 180 74,171.84
1
744 DATES CIRCLE 8.250 730.03
70
8.000 730.03
108,000.00
BESSEMER AL 35023 1 05/08/95
00
3836707 05 06/01/95
0
3836707 O 05/01/10
0
1434551 070/070 F 252,000.00
ZZ
GANESH ARUMUGAM 180 249,017.81
1
12645 SORA WAY 7.750 2,372.01
80
7.500 2,372.01
315,000.00
SAN DIEGO CA 92129 1 06/06/95
00
3883861 05 08/01/95
0
3883861 O 07/01/10
0
1434553 070/070 F 80,500.00
ZZ
MEI JACQUELINT 180 79,333.98
1
6 PINE STREET 8.125 775.12
70
7.875 775.12
116,000.00
NEWPORT RI 02840 1 04/24/95
00
3885394 05 06/01/95
0
3885394 O 05/01/10
0
1
1434554 070/070 F 278,000.00
ZZ
MAY STERLING A 180 272,256.22
1
4233 LOMO ALTO COURT 8.625 2,757.98
74
8.375 2,757.98
380,000.00
HIGHLAND PARK TX 75219 1 03/08/95
00
3891358 03 04/01/95
0
3891358 O 03/01/10
0
1434555 070/070 F 186,200.00
ZZ
CHUGHTAI MANZOOR 180 182,793.36
1
1070 SQUIRREL ROAD 8.250 1,806.40
70
8.000 1,806.40
266,000.00
JENKINTOWN PA 19046 1 04/10/95
00
3918319 05 06/01/95
0
3918319 O 05/01/10
0
1434556 070/070 F 230,000.00
ZZ
OPALAK MICHAEL E 180 227,992.67
1
422 STRATFIELD ROAD 8.000 2,198.00
77
7.750 2,198.00
300,000.00
FAIRFIELD CT 06432 2 06/19/95
00
3955106 05 08/01/95
0
3955106 O 07/01/10
0
1434557 070/070 F 140,000.00
ZZ
PIZZI JOHN J 180 138,329.42
1
6247 N 26TH ROAD 7.750 1,317.79
55
7.500 1,317.79
255,000.00
ARLINGTON VA 22207 2 05/25/95
00
3965948 05 07/01/95
0
3965948 O 06/01/10
0
1434559 070/070 F 116,000.00
ZZ
BROWN GARFIELD 180 114,630.80
1
1805 127TH LANE N W 7.875 1,100.20
63
7.625 1,100.20
186,000.00
COON RAPIDS MN 55448 1 05/22/95
00
3974163 05 07/01/95
0
3974163 O 06/01/10
0
1434560 070/070 F 264,900.00
ZZ
EGGENBERGER JON E 180 261,739.03
1
5790 ANNAPOLIS LANE NO 7.750 2,493.44
76
7.500 2,493.44
351,000.00
1
PLYMOUTH MN 55446 2 05/22/95
00
3974312 05 07/01/95
0
3974312 O 06/01/10
0
1434561 070/070 F 100,000.00
ZZ
BASEN ABRAHAM 180 97,790.51
1
25 VERSAILLES BLVD 8.625 992.08
57
8.375 992.08
177,980.00
CHERRY HILL TWP NJ 08003 1 05/22/95
00
4005772 03 07/01/95
0
4005772 O 06/01/10
0
1434562 070/070 F 225,000.00
ZZ
BASMENJI YUSEF 120 185,398.85
1
430 EAST BRIDLEWALK LANE 8.625 2,804.74
75
8.375 2,804.74
300,000.00
MURRAY UT 84107 5 03/31/95
00
4066469 05 06/01/95
0
4066469 O 05/01/05
0
1434625 070/070 F 340,000.00
ZZ
SANTARELLI JAMES R 180 337,984.50
1
11 SYCAMORE 7.750 3,200.34
79
7.500 3,200.34
435,000.00
SPRINGFIELD IL 62707 1 07/13/95
00
4638689 05 09/01/95
0
4638689 O 08/01/10
0
1434642 076/076 F 246,850.00
ZZ
STREBEL DOUGLAS W 180 244,574.89
1
2116 PLEASANT PALM CIRCLE 7.375 2,270.83
79
7.125 2,270.83
315,000.00
LEAGUE CITY TX 77573 1 06/23/95
00
4529612 05 08/01/95
0
4529612 O 07/01/10
0
1434671 076/076 F 618,750.00
ZZ
MEYER LARRY 180 613,290.35
1
815 FOREST OAKS CIRCLE 7.875 5,868.54
69
7.625 5,868.54
900,000.00
WOODWAY TX 76712 2 06/29/95
00
4813862 05 08/01/95
0
4813862 O 07/01/10
0
1
1434675 076/076 F 350,000.00
ZZ
KAHN DAN 180 346,774.16
1
9305 QUINTON 7.375 3,219.74
77
7.125 3,219.74
455,000.00
LUBBOCK TX 79424 2 06/22/95
00
6940014 05 08/01/95
0
6940014 O 07/01/10
0
1434681 975/728 F 214,500.00
ZZ
LEE BEN Y 180 213,893.74
1
19515 QUICK SILVER LANE 8.250 2,080.95
75
8.000 2,080.95
286,000.00
ROWLAND HEIGHTS CA 91748 2 08/08/95
00
0380176785 05 10/01/95
0
951485 O 09/01/10
0
1434797 369/728 F 246,000.00
ZZ
ABARACON GUILLERMO 180 244,541.73
1
4518 BRANDYWINE STREET NW 7.750 2,315.54
68
7.500 2,315.54
364,000.00
WASHINGTON DC 20016 2 07/18/95
00
0380173212 05 09/01/95
0
49013154 O 08/01/10
0
1435107 076/076 F 283,000.00
ZZ
DILLARD PATRICIA E 180 281,394.76
1
13512 ALTA MESA ROAD 8.250 2,745.50
76
8.000 2,745.50
375,000.00
GALT CA 95632 2 07/01/95
00
4839092 05 09/01/95
0
4839092 O 08/01/10
0
1435108 047/047 F 72,700.00
ZZ
NYMAN DAVID G 180 72,473.12
1
69 DECOTAH TRAIL 7.125 658.54
52
6.875 658.54
140,000.00
MEDFORD NJ 08055 2 08/25/95
00
847396 05 10/01/95
0
847396 O 09/01/10
0
1435436 939/728 F 348,000.00
ZZ
GLAZER RONALD S 180 348,000.00
1
1
8 ROSEMONT PLACE 8.750 3,478.09
55
8.500 3,478.09
633,000.00
GREAT NECK NY 11023 2 09/08/95
00
0380208463 05 11/01/95
0
9502343 O 10/01/10
0
1435437 939/728 F 287,000.00
ZZ
MANGINELLI ANTHONY 180 286,224.29
1
4259 BROADWAY 8.750 2,868.42
70
8.500 2,868.42
415,000.00
ISLAND PARK NY 11558 2 08/30/95
00
0380197971 05 10/01/95
0
9502475 O 09/01/10
0
1435438 769/728 F 400,000.00
ZZ
VALVA GEORGE C 180 397,680.41
1
18 ECHO LANE 8.000 3,822.61
75
7.750 3,822.61
540,000.00
DENVILLE NJ 07834 5 07/25/95
00
0380186578 05 09/01/95
0
1013131864 O 08/01/10
0
1435454 526/728 F 346,500.00
ZZ
CHEN CHARLES C 180 345,563.47
1
4421 CERRO VILLA DRIVE 8.750 3,463.09
47
8.500 3,463.09
750,000.00
ORANGE CA 92667 2 08/25/95
00
0380216953 05 10/01/95
0
0058824 O 09/01/10
0
1435591 550/550 F 1,100,000.00
ZZ
BENESCH VALLI D 180 1,093,829.33
1
2856 VALLEJO STREET 8.375 10,751.69
35
8.125 10,751.69
3,150,000.00
SAN FRANCISCO CA 94123 1 07/24/95
00
120176941 05 09/01/95
0
120176941 O 08/01/10
0
1435713 241/241 F 203,000.00
ZZ
DAVIS KEITH A 180 197,622.77
1
2322 HOOVER LANE 8.125 1,954.66
60
7.875 1,954.66
340,000.00
GLEN ARM MD 21057 2 07/19/95
00
1738506 05 09/01/95
0
1
1738506 O 08/01/10
0
1435737 723/728 F 280,000.00
ZZ
KIM KOO S 180 280,000.00
1
8426 DONOVAN STREET 8.000 2,675.83
68
7.750 2,675.83
415,000.00
DOWNEY CA 90242 2 08/29/95
00
0380223611 05 11/01/95
0
8126 O 10/01/10
0
1435821 439/439 F 360,000.00
ZZ
FORMUSA JOSEPH A 180 357,652.01
1
8809 OMEARA COURT 6.650 3,165.75
80
6.525 3,165.75
450,000.00
BAKERSFIELD CA 93311 1 07/19/95
00
1785925 05 09/01/95
0
1785925 O 08/01/10
0
1435822 439/439 F 328,000.00
ZZ
PETERSON DAVID S 180 326,081.09
2
1395 VIRGINIA ROAD 7.900 3,115.64
75
7.775 3,115.64
440,000.00
SANTA BARBARA CA 93108 2 07/17/95
00
1790279 05 09/01/95
0
1790279 O 08/01/10
0
1435823 439/439 F 291,200.00
ZZ
TALAMANTES GILBERT V 180 289,388.86
1
328 6TH STREET 7.200 2,650.06
63
7.075 2,650.06
465,000.00
MANHATTAN BEACH CA 90266 2 07/17/95
00
1791789 05 09/01/95
0
1791789 O 08/01/10
0
1435902 686/686 F 66,000.00
ZZ
HAWTHORNE ERIC J 180 65,629.91
1
13717 85 TERRACE N 8.380 645.30
75
8.130 645.30
88,000.00
SEMINOLE FL 34646 1 07/18/95
00
30816289540 05 09/01/95
0
30816289540 O 08/01/10
0
1
1435904 686/686 F 250,000.00
ZZ
BROWN HUBERT F 180 248,485.20
1
241 RIVER POINTE CIRCLE NE 7.500 2,317.54
67
7.250 2,317.54
375,000.00
CHARLESTON TN 37310 5 07/15/95
00
30817042575 05 09/01/95
0
30817042575 O 08/01/10
0
1435909 686/686 F 32,200.00
ZZ
WIRTH KATE L 180 32,011.61
1
210 NE 45 STREET 7.900 305.87
75
7.650 305.87
43,000.00
MIAMI FL 33137 1 07/21/95
00
30816840227 05 09/01/95
0
30816840227 O 08/01/10
0
1435910 686/686 F 328,000.00
ZZ
LIM HONG 180 326,081.09
1
26382 LAS ALTURAS AVENUE 7.900 3,115.64
80
7.650 3,115.64
410,000.00
LAGUNA HILLS CA 92653 5 07/13/95
00
30817067655 05 09/01/95
0
30817067655 O 08/01/10
0
1435914 686/686 F 230,200.00
ZZ
MISERENDINO ROBERT T 180 228,835.39
1
8800 TORRINGTON DR 7.750 2,166.82
75
7.500 2,166.82
307,000.00
ROSWELL GA 30076 1 07/25/95
00
30817061153 03 09/01/95
0
30817061153 O 08/01/10
0
1435918 686/686 F 28,000.00
ZZ
BENITEZ MIRIAM 180 27,831.45
1
4704 OAK TERRACE 7.575 260.76
74
7.325 260.76
38,000.00
GREENACRES FL 33463 1 07/26/95
00
30817000540 01 09/01/95
0
30817000540 O 08/01/10
0
1435924 686/686 F 80,000.00
ZZ
KIM SOK C 180 79,556.17
1
16227 NW 10 STREET 8.500 787.80
52
8.250 787.80
153,990.00
1
PEMBROKE PINES FL 33028 1 07/26/95
00
30816868194 03 09/01/95
0
30816868194 O 08/01/10
0
1435969 686/686 F 60,000.00
ZZ
DUDLEY JR PERRY 180 59,642.76
1
1030 TAYLOR KNOLL CLOSE 7.700 563.05
45
7.450 563.05
135,000.00
ROSWELL GA 30076 1 07/28/95
00
30816564389 03 09/01/95
0
30816564389 O 08/01/10
0
1435970 686/686 F 92,800.00
ZZ
CANTY CRAIG L 180 92,242.60
1
1699 MONTREAL ROAD 7.600 865.55
75
7.350 865.55
123,750.00
TUCKER GA 30084 1 07/28/95
00
30816922868 05 09/01/95
0
30816922868 O 08/01/10
0
1435972 686/686 F 85,000.00
ZZ
FEDER THOMAS S 180 84,466.72
1
3375 N TROPICAL TRAIL 7.100 768.77
50
6.850 768.77
170,000.00
MERRITT ISLAND FL 32953 1 07/26/95
00
30816934384 05 09/01/95
0
30816934384 O 08/01/10
0
1435973 686/686 F 41,100.00
ZZ
HINTZ BRYAN C 180 40,863.76
1
1021 MOCKINGBIRD LANE 8.100 395.15
75
NO 102 7.850 395.15
55,000.00
PLANTATION FL 33324 1 07/28/95
00
30817004815 01 09/01/95
0
30817004815 O 08/01/10
0
1435975 686/686 F 50,000.00
ZZ
COLGATE MARGARET A 180 49,699.67
1
995 CASA DEL SOL CIRCLE 7.600 466.36
42
7.350 466.36
120,000.00
ALTAMONTE SPGS FL 32714 1 07/27/95
00
30816977581 03 09/01/95
0
30816977581 O 08/01/10
0
1
1435976 686/686 F 145,100.00
ZZ
JAMES DAVID B 180 144,239.84
1
3949 COURTSHIRE DRIVE 7.750 1,365.80
60
7.500 1,365.80
245,000.00
DALLAS TX 75229 2 07/26/95
00
30817042872 05 09/01/95
0
30817042872 O 08/01/10
0
1435977 686/686 F 85,000.00
ZZ
VAMVAKAS GUS 180 84,291.52
1
47 SUMMIT DRIVE 7.675 796.44
55
7.425 796.44
155,000.00
NORTH BRANFORD CT 06472 2 07/26/95
00
30817062664 05 09/01/95
0
30817062664 O 08/01/10
0
1435986 232/232 F 375,000.00
ZZ
RYAN H A 180 371,691.13
1
FIRE ROAD #606 7.875 3,556.69
79
7.625 3,556.69
480,000.00
MANCHESTER ME 04351 2 06/26/95
00
0159207 05 08/01/95
0
0159207 O 07/01/10
0
1436072 526/728 F 462,000.00
ZZ
CHENG WARREN C 180 458,098.90
1
1705 DURKLYN COURT 8.375 4,515.71
75
8.125 4,515.71
616,000.00
SAN MARINO CA 91108 2 06/21/95
00
0380170770 05 08/01/95
0
00040564 O 07/01/10
0
1436081 721/728 F 306,300.00
ZZ
GOTHARD TODD W 180 305,424.60
1
1936 S RIDGE KNOLLS CT SE 8.125 2,949.31
80
7.875 2,949.31
382,925.00
CEDAR RAPIDS IA 52403 1 08/25/95
00
0380209743 05 10/01/95
0
9922027 O 09/01/10
0
1436115 694/728 F 240,000.00
ZZ
STORTZ DAVID L 180 239,298.72
1
1
2019 KEHRSDALE COURT 7.875 2,276.28
55
7.625 2,276.28
442,000.00
CHESTERFIELD MO 63005 5 08/17/95
00
0380194101 03 10/01/95
0
1234 O 09/01/10
0
1436136 450/728 F 252,000.00
ZZ
GORDON HENRY L 180 249,600.91
1
1672 BRANDYWINE 7.000 2,265.05
79
6.750 2,265.05
320,000.00
BLOOMFIELD MI 48304 1 06/16/95
00
0380172677 05 08/01/95
0
4125779 O 07/01/10
0
1436198 232/232 F 237,500.00
ZZ
GOODMAN JAMES R 180 235,311.05
1
11120 GRIFFING BLVD 7.375 2,184.82
95
7.125 2,184.82
250,000.00
BISCAYNE PARK FL 33161 1 06/29/95
12
890530 05 08/01/95
27
890530 O 07/01/10
0
1436260 403/728 F 246,064.89
ZZ
SAGGESE JR ANTHONY J 154 244,100.97
1
472 HOYT FARM ROAD 7.160 2,447.23
29
6.910 2,447.23
855,000.00
NEW CANAAN CT 06840 2 06/02/95
00
0380171380 05 09/01/95
0
1889039 O 06/01/08
0
1436267 171/728 F 270,000.00
ZZ
POLIS JAMES S 180 270,000.00
1
400 DEL SOL AVENUE 7.875 2,560.82
79
7.625 2,560.82
345,000.00
PLEASANTON CA 94566 2 09/06/95
00
0380222019 05 11/01/95
0
39072228 O 10/01/10
0
1436324 241/241 F 246,000.00
ZZ
KEMME DOUGLAS J 180 243,537.20
1
2005 24TH STREET 7.875 2,333.19
79
7.625 2,333.19
315,000.00
GREELEY CO 80634 2 06/27/95
00
7105745 05 08/01/95
0
1
7105745 O 07/01/10
0
1436534 766/728 F 81,750.00
ZZ
ARANGO CARLOS A 180 81,524.01
1
210-174 STREET #2307 8.500 805.02
70
8.250 805.02
117,500.00
MIAMI BEACH FL 33160 1 08/25/95
00
0380194663 06 10/01/95
0
95AC155 O 09/01/10
0
1436592 375/728 F 225,000.00
ZZ
JONES C B 180 222,992.83
1
205 GINGERQUILL COURT 7.750 2,117.88
52
7.500 2,117.88
439,000.00
DILLION CO 80435 2 06/14/95
00
0380221490 05 08/01/95
0
385354 O 07/01/10
0
1436660 593/728 F 297,000.00
ZZ
GRECO EMILE M 180 295,258.63
1
9744 SOUTH QUAIL RIDGE ROAD 7.875 2,816.90
90
7.625 2,816.90
330,000.00
SANDY UT 84092 1 08/03/95
04
0380174863 05 09/01/95
25
6549539 O 08/01/10
0
1436673 232/232 F 325,000.00
ZZ
BAGEN H S 180 322,427.04
1
424 SW 93RD STREET 7.500 3,012.79
72
7.250 3,012.79
457,500.00
GAINSVILLE FL 32607 1 07/14/95
00
880659 05 09/01/95
0
880659 O 08/01/10
0
1436697 377/377 F 280,000.00
ZZ
JAFFE MARC A 180 278,411.78
1
36 MALLARD COVE WAY 8.250 2,716.39
58
8.000 2,716.39
490,000.00
BARRINGTON RI 02806 1 07/26/95
00
3408069 05 09/01/95
0
3408069 O 08/01/10
0
1
1436727 171/728 F 428,000.00
ZZ
JEREZ RICARDO E 180 424,543.75
1
20615 EAST VIA VERDE STREET 7.875 4,059.37
80
7.625 4,059.37
535,000.00
COVINA CA 91724 2 07/12/95
00
0380170556 05 09/01/95
0
6750618 O 08/01/10
0
1436747 051/728 F 224,000.00
ZZ
CHEN CHIA C 180 223,380.85
1
19311 BRANDING IRON ROAD 8.500 2,205.82
70
8.250 2,205.82
320,000.00
WALNUT CA 91789 1 08/03/95
00
0380173303 05 10/01/95
0
10107032 O 09/01/10
0
1436751 028/728 F 100,000.00
ZZ
WOLDEGIORGIS LEMA A 180 99,143.59
1
13038 26TH AVENUE NE 7.875 948.45
61
7.625 948.45
165,000.00
SEATTLE WA 98125 2 07/24/95
00
0380175613 05 09/01/95
0
171317 O 08/01/10
0
1436800 195/728 F 410,000.00
T
RULLO JR FRED P 180 407,596.09
1
75 EAST SIXTEENTH STREET 7.875 3,888.65
80
7.625 3,888.65
515,000.00
AVALON NJ 08202 2 07/27/95
00
0380171596 05 09/01/95
0
115149 O 08/01/10
0
1436846 403/728 F 650,000.00
ZZ
NEGRE SANTIAGO J 180 648,100.70
1
6 OVERBROOK LANE 7.875 6,164.93
65
7.625 6,164.93
1,000,000.00
DARIEN CT 06820 2 08/04/95
00
0380175399 05 10/01/95
0
6390686 O 09/01/10
0
1436867 791/728 F 111,000.00
ZZ
SPERDUTO JOHN 180 110,679.23
1
18740 SW 4 STREET 8.000 1,060.77
49
7.750 1,060.77
230,000.00
1
PEMBROKE PINES FL 33029 1 08/30/95
00
0380213125 03 10/01/95
0
754793 O 09/01/10
0
1436876 562/562 F 198,000.00
ZZ
KARIM MOHAMMED F 180 197,440.37
1
79-03 266TH STREET 8.250 1,920.88
75
8.000 1,920.88
264,000.00
FLORAL PARK NY 11001 1 08/07/95
00
459289 05 10/01/95
0
459289 O 09/01/10
0
1436879 562/562 F 172,500.00
ZZ
FEDELE CARMELO 180 171,010.86
1
23 LAWRENCE STREET 8.375 1,686.07
64
8.125 1,686.07
270,000.00
MOUNT KISCO NY 10549 2 08/07/95
00
458083 05 10/01/95
0
458083 O 09/01/10
0
1436902 439/439 F 312,000.00
ZZ
AOKI JOSEPH S 180 310,166.66
1
19225 BROOKVIEW DRIVE 7.850 2,954.68
65
7.725 2,954.68
485,000.00
SARATOGA CA 95070 2 07/24/95
00
1794963 05 09/01/95
0
1794963 O 08/01/10
0
1436906 439/439 F 276,000.00
ZZ
PUGLIESE JAMES E 180 274,406.51
1
11140 9TH STREET EAST 8.050 2,645.58
74
7.925 2,645.58
376,000.00
TREASURE ISLAND FL 33706 1 07/28/95
00
1798154 05 09/01/95
0
1798154 O 08/01/10
0
1436935 721/728 F 420,000.00
T
CONNELLY JAMES P 180 418,826.06
1
4648 NORTH LAKE CLUB CIRCLE 8.375 4,105.19
75
8.125 4,105.19
560,000.00
OCONOMOWOC WI 53066 1 08/25/95
00
0380213471 05 10/01/95
0
9922015 O 09/01/10
0
1
1437180 731/728 F 600,000.00
ZZ
HWU JIM J 180 598,266.09
1
960 WINSTON AVENUE 8.000 5,733.91
65
7.750 5,733.91
924,400.00
SAN MARINO CA 91108 1 08/14/95
00
0380196619 05 10/01/95
0
411110362 O 09/01/10
0
1437591 559/728 F 122,500.00
ZZ
ELLISON BROOKS 180 121,657.74
1
14656 NW FORESTEL LOOP 7.500 1,135.60
70
7.250 1,135.60
175,000.00
BEAVERTON OR 97006 1 07/31/95
00
0380175126 05 09/01/95
0
0363093 O 08/01/10
0
1437594 965/728 F 259,000.00
ZZ
INOUYE LINDSEY W 180 257,498.07
1
5002 NORTH VIA CONDESA 8.000 2,475.14
80
7.750 2,475.14
324,000.00
TUCSON AZ 85718 1 07/11/95
00
0380176934 03 09/01/95
0
2559 O 08/01/10
0
1437629 180/728 F 367,000.00
ZZ
MCMURRAY ROY P 180 364,848.22
1
11040 SOUTH TROPICAL TRAIL 7.875 3,480.81
65
7.625 3,480.81
565,000.00
MERRIT ISLAND FL 32952 5 07/24/95
00
0380183872 05 09/01/95
0
2920197 O 08/01/10
0
1437652 559/728 F 228,750.00
ZZ
BLUM ROGER A 180 228,750.00
1
16678 CAPUTO DRIVE 7.875 2,169.58
80
7.625 2,169.58
286,000.00
MORGAN HILL CA 95037 2 08/31/95
00
0380217696 05 11/01/95
0
0374371 O 10/01/10
0
1437734 439/439 F 300,000.00
ZZ
REBMAN JOHN R 180 298,205.94
1
1
ONE J STAR COURT 7.650 2,806.68
40
7.525 2,806.68
755,000.00
BUNKER HILL TX 77024 1 07/31/95
00
1786182 05 09/01/95
0
1786182 O 08/01/10
0
1437735 439/439 F 230,000.00
ZZ
FARRAHI BEHZAD 180 225,090.55
1
13837 SOUTH SPLIT RAIL DRIVE 7.450 2,125.60
69
7.325 2,125.60
334,000.00
LOCKPORT IL 60441 2 07/24/95
00
1790026 05 09/01/95
0
1790026 O 08/01/10
0
1437736 439/439 F 227,400.00
ZZ
EPSTEIN DAVID G 180 226,022.15
1
1 ANDALUCIA 7.500 2,108.03
72
7.375 2,108.03
320,000.00
IRVINE CA 92714 2 07/18/95
00
1791171 03 09/01/95
0
1791171 O 08/01/10
0
1437737 439/439 F 250,000.00
ZZ
WISE CHARLES F 180 248,524.50
1
25 BUCCANEER WAY 7.800 2,360.36
36
7.675 2,360.36
700,000.00
CORONADO CA 92118 5 07/24/95
00
1791204 05 09/01/95
0
1791204 O 08/01/10
0
1437738 439/439 F 220,000.00
ZZ
VU CHINH Q 180 218,637.63
1
2847 MONTAIR WAY 7.250 2,008.30
76
7.125 2,008.30
291,900.00
UNION CITY CA 94587 1 07/25/95
00
1797591 03 09/01/95
0
1797591 O 08/01/10
0
1437811 961/728 F 633,750.00
ZZ
LI ROGER Y 180 631,898.18
1
175 NORTH TIGER TAIL ROAD 7.875 6,010.80
75
7.625 6,010.80
845,000.00
LOS ANGELES CA 90049 1 08/22/95
00
0380192634 05 10/01/95
0
1
49010689 O 09/01/10
0
1437916 299/728 F 100,000.00
ZZ
HOECK FREDERICKK 180 98,832.42
1
20610 CHESTNUT RIDGE DRIVE 8.000 955.66
32
7.750 955.66
321,500.00
LEONARDTOWN MD 20650 1 05/19/95
00
0380180811 05 07/01/95
0
252926 O 06/01/10
0
1437918 171/728 F 220,000.00
ZZ
LEONARD DANIEL K 180 219,357.16
1
17800 SOUTHWEST SHEPPARD 7.875 2,086.59
55
TERRACE 7.625 2,086.59
400,000.00
SHERWOOD OR 97140 5 08/03/95
00
0380177288 05 10/01/95
0
37087578 O 09/01/10
0
1437921 299/728 F 117,950.00
ZZ
CHANG IN S 180 116,557.77
1
7583 HUNTERS RIDGE DR 7.875 1,118.70
71
7.625 1,118.70
167,950.00
PRINCE GEORGE VA 23875 1 05/30/95
00
0380175068 05 07/01/95
0
279367 O 06/01/10
0
1438033 A35/728 F 112,500.00
ZZ
FINKELSTEIN EUGENE 180 112,500.00
1
22 STONE RIDGE ROAD 7.875 1,067.01
50
7.625 1,067.01
225,000.00
OLD BRIDGE NJ 08857 1 09/05/95
00
0380198979 05 11/01/95
0
5863 O 10/01/10
0
1438040 439/439 F 295,000.00
ZZ
JENKINS CAROLYN N 180 294,005.14
1
6533 WOOSTER AVENUE 7.450 2,726.32
70
7.325 2,726.32
425,000.00
LOS ANGELES CA 90056 1 08/03/95
00
1798816 05 10/01/95
0
1798816 O 09/01/10
0
1
1438045 439/439 F 240,000.00
ZZ
CHOI PAUL M 180 239,271.98
1
2122 CENTURY PARK LANE 111 7.450 2,218.02
80
7.325 2,218.02
300,000.00
LOS ANGELES CA 90067 1 08/01/95
00
1796246 01 10/01/95
0
1796246 O 09/01/10
0
1438323 559/728 F 275,000.00
ZZ
NOEL PETER J 180 273,333.73
1
3655 PRESTON TRAIL CIRCLE 7.500 2,549.29
44
7.250 2,549.29
635,000.00
SANTA ROSA CA 95403 2 07/20/95
00
0380177528 05 09/01/95
0
0349134 O 08/01/10
0
1438632 051/728 F 384,000.00
ZZ
CLEMENTS F T 180 381,723.67
1
107 EDGEWATER COVE 7.750 3,614.50
70
7.500 3,614.50
550,000.00
AUSTIN TX 78734 1 07/27/95
00
0380178195 05 09/01/95
0
30101321 O 08/01/10
0
1438681 686/686 F 100,000.00
ZZ
KINLEY JAMES H 180 99,703.25
1
7067 REGALVIEW CIRCLE 7.700 938.42
65
7.450 938.42
155,000.00
DALLAS TX 75248 1 08/09/95
00
30816830343 05 10/01/95
0
30816830343 O 09/01/10
0
1438682 686/686 F 25,000.00
ZZ
NICA GEORGE 180 24,927.43
1
801 NE 4TH STREET 7.950 238.20
24
7.700 238.20
107,000.00
HALLANDALE FL 33009 5 08/10/95
00
30817005697 05 10/01/95
0
30817005697 O 09/01/10
0
1438684 686/686 F 60,000.00
ZZ
ITALIANO CROCIFISS 180 59,825.83
1
2735 NE 15TH STREET UNIT 2735 7.950 571.67
67
BLDG 18 7.700 571.67
90,000.00
1
POMPANO BEACH FL 33062 1 08/15/95
00
30817128135 03 10/01/95
0
30817128135 O 09/01/10
0
1438691 686/686 F 213,700.00
ZZ
MISERENDINO PATRICIA K 180 213,075.57
1
620 RIVER FALLS COURT 7.875 2,026.84
75
7.625 2,026.84
285,000.00
ROSWELL GA 30076 1 08/11/95
00
30817159171 03 10/01/95
0
30817159171 O 09/01/10
0
1438694 686/686 F 130,000.00
ZZ
PACE SR THOMAS V 180 129,632.56
1
5934 NW 74TH STREET 8.250 1,261.19
68
8.000 1,261.19
192,500.00
PARKLAND FL 33067 1 08/09/95
00
30816868517 03 10/01/95
0
30816868517 O 09/01/10
0
1438695 686/686 F 231,900.00
ZZ
NGUYEN PHUC T 180 231,205.75
1
12319 MANNIX ROAD 7.600 2,162.95
80
7.350 2,162.95
289,900.00
SAN DIEGO CA 92129 1 08/01/95
00
30816962005 05 10/01/95
0
30816962005 O 09/01/10
0
1438696 686/686 F 106,500.00
ZZ
GETACHEW BEZUAYEHU 180 105,895.91
1
11917 OAK HIGHLANDS DRIVE 8.250 1,033.20
75
8.000 1,033.20
142,000.00
DALLAS TX 75244 1 07/28/95
00
30817115371 05 09/01/95
0
30817115371 O 08/01/10
0
1438698 686/686 F 240,500.00
ZZ
DEFORD DONALD H 180 239,808.05
1
2610 159TH STREET 8.050 2,305.30
65
7.800 2,305.30
370,000.00
REDONDO BEACH CA 90278 5 07/31/95
00
30816725022 05 10/01/95
0
30816725022 O 09/01/10
0
1
1438699 686/686 F 163,100.00
ZZ
SCHLOSS HAROLD L 180 162,630.74
1
3 UPHAM STREET 8.050 1,563.39
70
7.800 1,563.39
233,000.00
CANTON MA 02021 5 08/03/95
00
30816968572 05 10/01/95
0
30816968572 O 09/01/10
0
1438700 686/686 F 266,000.00
ZZ
SPURRIER JR JOSEPH A 180 265,178.86
1
751 WELLER DRIVE 7.250 2,428.22
86
7.000 2,428.22
310,000.00
MT AIRY MD 21771 2 08/03/95
01
30816998769 05 10/01/95
12
30816998769 O 09/01/10
0
1438701 686/686 F 109,000.00
ZZ
KIM DO J 180 108,677.96
1
510 BELLFIELD COURT 7.750 1,026.00
69
7.500 1,026.00
160,000.00
ROSWELL GA 30076 2 08/03/95
00
30817060833 05 10/01/95
0
30817060833 O 09/01/10
0
1438703 686/686 F 37,000.00
ZZ
ALIREXHAJ PREND 180 36,889.22
1
6331 WALK CIRCLE 7.600 345.11
50
7.350 345.11
75,000.00
BOCA RATON FL 33433 2 07/31/95
00
30816592034 03 10/01/95
0
30816592034 O 09/01/10
0
1438704 686/686 F 60,000.00
ZZ
SCHWARTZ BERNARD 180 59,832.29
1
16856-A ISLE OF PALMS DR 8.375 586.46
32
8.125 586.46
188,000.00
DELRAY BEACH FL 33484 1 08/04/95
00
30816868244 01 10/01/95
0
30816868244 O 09/01/10
0
1438706 686/686 F 50,000.00
ZZ
RANIOLO LAURA 180 49,832.28
1
1
5382 STONEYBROOK DRIVE 7.750 470.64
61
7.500 470.64
83,000.00
BOYNTON BEACH FL 33437 1 08/03/95
00
30817060510 03 10/01/95
0
30817060510 O 09/01/10
0
1438734 232/232 F 265,000.00
ZZ
LEMMONS H M 180 263,214.53
1
15103 PEREGRINE COURT 7.875 2,513.40
84
7.625 2,513.40
318,000.00
BOWIE MD 20721 2 07/24/95
01
12930382 05 09/01/95
12
12930382 O 08/01/10
0
1438739 241/241 F 236,000.00
ZZ
BAILEY STEPHEN M 180 234,661.33
1
1605 LAUREL BROOK ROAD 8.250 2,289.54
80
8.000 2,289.54
295,000.00
FALLSTON MD 21047 2 07/24/95
00
5992 05 09/01/95
0
5992 O 08/01/10
0
1438800 550/550 F 1,100,000.00
ZZ
MORADZADEH KIAN 180 1,096,821.16
1
501 BEL-AIR ROAD 8.000 10,512.17
29
7.750 10,512.17
3,800,000.00
LOS ANGELES CA 90077 1 08/16/95
00
120183020 05 10/01/95
0
120183020 O 09/01/10
0
1438803 375/728 F 280,000.00
ZZ
WHEELER TIMOTHY R 180 278,247.15
1
3469 SW VISTA RIDGE DRIVE 7.125 2,536.33
72
6.875 2,536.33
393,000.00
WEST LINN OR 97068 1 07/13/95
00
0380189655 05 09/01/95
0
390895 O 08/01/10
0
1438868 970/728 F 85,000.00
ZZ
KHATCHATOURIAN WILLY 180 84,517.86
1
17711 MAGNOLIA BOULEVARD 8.250 824.62
46
UNIT#10 8.000 824.62
185,000.00
ENCINO AREA CA 91316 1 07/25/95
00
0380191032 01 09/01/95
0
1
700103237 O 08/01/10
0
1438900 575/575 F 78,000.00
ZZ
KRAJNA JAMES 180 77,355.81
1
338 MT VERNON ROAD 8.625 773.82
54
8.375 773.82
145,000.00
AMHERST NY 14226 2 06/15/95
00
456005586 05 08/01/95
0
456005586 O 07/01/10
0
1438925 051/728 F 560,000.00
ZZ
CHEATHAM CHARLES L 180 558,417.21
1
4222 ABBOTT AVENUE 8.250 5,432.79
70
8.000 5,432.79
800,000.00
DALLAS TX 75205 4 08/15/95
00
0380183617 05 10/01/95
0
30101091 O 09/01/10
0
1438933 927/728 F 353,636.00
ZZ
HIBBITTS LEROY 180 351,516.57
1
17 6TH STREET 7.625 3,303.42
48
7.375 3,303.42
750,000.00
COLORADO SPRING CO 80906 5 07/25/95
00
0380181132 05 09/01/95
0
169862 O 08/01/10
0
1438967 637/728 F 279,000.00
ZZ
ALDER ANTHONY L 180 278,211.43
1
8920 ST PIERRE DRIVE 8.250 2,706.70
90
8.000 2,706.70
310,000.00
LAS VEGAS NV 89134 1 08/11/95
04
0380183500 03 10/01/95
25
4624896 O 09/01/10
0
1438971 747/747 F 225,000.00
ZZ
WHITE DON A 180 225,000.00
1
11428 QUAIL VILLAGE WAY 8.250 2,182.82
72
8.000 2,182.82
315,000.00
NAPLES FL 33999 1 09/05/95
00
172740 03 11/01/95
0
172740 O 10/01/10
0
1
1439145 375/728 F 395,000.00
ZZ
LAWYER DONALD 180 355,004.39
1
3310 AMHERST STREET 8.250 3,832.06
64
8.000 3,832.06
620,000.00
HOUSTON TX 77005 1 06/05/95
00
0380182536 05 07/01/95
0
382340 O 06/01/10
0
1439168 626/728 F 170,000.00
ZZ
DAO TAM 180 169,497.75
1
2179 PILOT CREEK COURT 7.750 1,600.17
65
7.500 1,600.17
264,500.00
RANCHO CORDOVA CA 95670 1 08/07/95
00
0380184516 03 10/01/95
0
0000804476 O 09/01/10
0
1439193 241/241 F 219,000.00
ZZ
MCELWAIN ROBERT G 180 217,771.47
1
19832 OLD YORK ROAD 8.375 2,140.57
73
8.125 2,140.57
300,000.00
WHITE HALL MD 21161 2 07/27/95
00
7105190 05 09/01/95
0
7105190 O 08/01/10
0
1439196 241/241 F 246,400.00
ZZ
MAYBERRY PHILLIP H 180 245,663.97
1
11134 WEST SYCAMORE HILLS DR 7.625 2,301.70
80
7.375 2,301.70
308,000.00
FORT WAYNE IN 46804 1 08/09/95
00
7154321 03 10/01/95
0
7154321 O 09/01/10
0
1439303 975/728 F 381,500.00
ZZ
CHEN JHY-DER 180 381,500.00
1
505 LOS ALTOS AVENUE 7.875 3,618.34
75
7.625 3,618.34
508,800.00
ARCADIA CA 91007 1 09/06/95
00
0380217787 05 11/01/95
0
951691 O 10/01/10
0
1439340 377/377 F 232,000.00
ZZ
ADAS MOHAMMAD A 180 231,351.54
1
7257 MARCHESTER DRIVE 8.375 2,267.63
80
8.125 2,267.63
290,000.00
1
MAUMEE OH 43537 2 08/16/95
00
4576450 05 10/01/95
0
4576450 O 09/01/10
0
1439453 232/232 F 238,100.00
ZZ
IVERSON BRUCE A 180 236,703.98
1
11182 WEST COPPER DRIVE 7.875 2,258.26
75
7.625 2,258.26
320,000.00
LITTLETON CO 80127 1 07/11/95
00
834465 05 09/01/95
0
834465 O 08/01/10
0
1439467 232/232 F 234,000.00
ZZ
SUTER ROBERT E 180 232,552.13
1
20218 EDGEWOOD 7.500 2,169.21
90
7.250 2,169.21
260,000.00
LIVONIA MI 48152 1 07/31/95
14
5642175GD 05 09/01/95
12
5642175GD O 08/01/10
0
1439473 131/728 F 500,000.00
ZZ
MCKEE JOAN B 180 498,506.43
1
2001 VIA AGUILA 7.625 4,670.65
80
7.375 4,670.65
630,000.00
SAN CLEMENTE CA 92673 2 08/29/95
00
0380212721 05 10/01/95
0
6731454 O 09/01/10
0
1439503 A52/728 F 262,600.00
ZZ
LEE SANG C 180 261,832.68
1
590 BARONY COVE 7.875 2,490.63
80
7.625 2,490.63
328,286.00
SUWANEE GA 30174 1 08/28/95
00
0380181017 05 10/01/95
0
UNKKNOWN O 09/01/10
0
1439552 232/232 F 425,000.00
ZZ
KRAM MICHAEL T 180 423,812.08
1
6 SUHL LANE 8.375 4,154.07
67
8.125 4,154.07
640,000.00
WESLEY HILLS NY 10952 4 08/10/95
00
1619021 05 10/01/95
0
1619021 O 09/01/10
0
1
1439616 051/728 F 91,500.00
ZZ
PHAN DON A 180 91,232.64
1
4405 PIEDMONT DRIVE 7.875 867.83
75
7.625 867.83
122,000.00
ARLINGTON TX 76016 1 08/21/95
00
0380187543 05 10/01/95
0
30101502 O 09/01/10
0
1439669 964/728 F 50,000.00
ZZ
ANSBRO DONALD R 180 49,855.50
1
1600 SMOKEY MOUNTAIN DRIVE 8.000 477.83
25
7.750 477.83
201,000.00
PETALUMA CA 94954 1 08/29/95
00
0380195868 05 10/01/95
0
15846 O 09/01/10
0
1439724 450/728 F 350,000.00
ZZ
BRAUN MICHAEL A 180 347,902.38
1
8022 N GRAY LOG LANE 7.625 3,269.45
64
7.375 3,269.45
550,000.00
FOX POINT WI 53217 1 07/13/95
00
0380186065 05 09/01/95
0
3872330 O 08/01/10
0
1439741 637/728 F 213,000.00
ZZ
OUNEKLAP BONGKOT 180 212,377.61
1
21 MEADOW AVENUE 7.875 2,020.20
66
7.625 2,020.20
325,000.00
SAN RAFAEL CA 94901 2 08/04/95
00
0380187808 05 10/01/95
0
3507498 O 09/01/10
0
1439746 232/232 F 125,000.00
T
LORD PETER 180 125,000.00
1
1914 PEBBLE CREEK RANCH ROAD 8.375 1,221.79
52
8.125 1,221.79
245,000.00
SILVERTHORNE CO 80498 1 09/15/95
00
10834870 05 11/01/95
0
10834870 O 10/01/10
0
1439748 106/106 F 340,000.00
ZZ
COALSON JR JOHN L 180 336,900.16
1
1
75 STEWART DR 7.500 3,151.85
80
7.250 3,151.85
425,000.00
ATLANTA GA 30342 2 06/23/95
00
9903725 05 08/01/95
0
9903725 O 07/01/10
0
1439790 669/728 F 154,000.00
ZZ
SEDLAR VICTOR I 180 153,569.55
1
48 CORABELLA AVENUE 8.375 1,505.24
70
8.125 1,505.24
220,000.00
LODI NJ 07501 1 08/18/95
00
0380194150 05 10/01/95
0
GM10021565 O 09/01/10
0
1439880 306/728 F 150,000.00
ZZ
BEVEL HORACE E 180 149,566.52
1
749 WEST WILSHIRE COURT 8.000 1,433.48
59
7.750 1,433.48
257,500.00
GRAND JUNCTION CO 81506 1 08/21/95
00
0380195736 05 10/01/95
0
2275808 O 09/01/10
0
1439931 686/686 F 236,000.00
ZZ
TOPOREK SAM 180 233,913.02
1
6201 E NISBET ROAD 7.850 2,234.96
80
7.600 2,234.96
295,000.00
PHOENIX AZ 85254 5 06/26/95
00
30816661383 05 08/01/95
0
30816661383 O 07/01/10
0
1439963 637/728 F 344,000.00
ZZ
TAVANA DANESH 180 342,949.63
1
2524 FAIRBROOK DRIVE 7.375 3,164.54
72
7.125 3,164.54
480,000.00
MOUNTAIN VIEW CA 94040 2 08/16/95
00
0380188657 05 10/01/95
0
3433729 O 09/01/10
0
1440181 559/728 F 500,000.00
ZZ
GLANTZ RICHARD 180 497,100.51
1
280 FAIRHILLS DRIVE 8.000 4,778.26
59
7.750 4,778.26
850,000.00
SAN RAFAEL CA 94901 2 07/18/95
00
0380188442 05 09/01/95
0
1
0350363 O 08/01/10
0
1440261 559/728 F 373,750.00
ZZ
HILDE OSVALDO R 180 372,657.89
1
5815 REDWOOD RETREAT ROAD 7.875 3,544.84
65
7.625 3,544.84
575,000.00
GILROY CA 95020 2 08/07/95
00
0380189242 05 10/01/95
0
0366658 O 09/01/10
0
1440376 626/728 F 211,100.00
ZZ
MORSE PATRICIA A 180 210,483.16
1
1393 CHAPLIN COURT 7.875 2,002.18
90
7.625 2,002.18
234,606.00
TRACY CA 95376 1 08/17/95
14
0380193475 05 10/01/95
25
813501 O 09/01/10
0
1440384 450/728 F 328,000.00
ZZ
CHRISTOPH DORETHA J 180 325,879.05
1
920 N GLENHURST 6.750 2,902.50
80
6.500 2,902.50
410,000.00
BIRMINGHAM MI 48009 1 07/21/95
00
0380189267 05 09/01/95
0
1234 O 08/01/10
0
1440390 241/241 F 346,500.00
ZZ
VAUGHAN JR EDWARD J 180 345,453.53
1
6819 TIDEWATER DRIVE 7.500 3,212.10
90
7.250 3,212.10
385,000.00
NAVARRE FL 32566 1 08/08/95
10
7156730 05 10/01/95
25
7156730 O 09/01/10
0
1440434 992/728 F 180,000.00
ZZ
FERREIRA HILARIO C 180 179,491.24
1
66 TRIPP STREET 8.250 1,746.26
47
8.000 1,746.26
385,000.00
MT KISCO NY 10549 2 08/30/95
00
0380192428 05 10/01/95
0
315894 O 09/01/10
0
1
1440557 171/728 F 266,000.00
ZZ
BAGNALL GARY 180 264,405.79
1
770 SERRANO DRIVE 7.625 2,484.79
80
7.375 2,484.79
332,500.00
SAN LUIS OBISPO CA 93401 1 07/13/95
00
0380191354 05 09/01/95
0
48085069 O 08/01/10
0
1440578 171/728 F 360,000.00
ZZ
BIRKEMEIER SUSAN G 180 357,818.70
1
12345 NORTHWEST OLD QUARRY 7.500 3,337.25
80
ROAD 7.250 3,337.25
450,000.00
PORTLAND OR 97229 1 07/26/95
00
0380191529 05 09/01/95
0
37087528 O 08/01/10
0
1440654 232/232 F 250,000.00
ZZ
KOONTZ JR ALFRED J 180 249,244.97
1
1790 SANDS DOLLAR WAY 7.500 2,317.53
70
7.250 2,317.53
360,000.00
VERO BEACH FL 32963 1 08/09/95
00
892643 03 10/01/95
0
892643 O 09/01/10
0
1440676 593/728 F 245,000.00
ZZ
GREGORISCH-DEMPSEY LISA A 180 244,276.16
1
8911 NORTH JEREMY ROAD 7.750 2,306.13
63
7.500 2,306.13
390,000.00
PARK CITY UT 84060 1 08/17/95
00
0380194341 05 10/01/95
0
6623045 O 09/01/10
0
1440714 051/728 F 141,000.00
ZZ
HONG TONY Y 180 140,588.00
1
4301 AVILA DRIVE 7.875 1,337.31
75
7.625 1,337.31
188,000.00
ARLINGTON TX 76017 1 08/21/95
00
0380195090 05 10/01/95
0
30101501 O 09/01/10
0
1440764 688/728 F 290,000.00
ZZ
WHITE ANDREW A 180 289,161.94
1
2 EAGLE LANE 8.000 2,771.39
86
7.750 2,771.39
340,000.00
1
BEVERLY MA 01915 2 08/18/95
14
0380197005 05 10/01/95
12
2000028402 O 09/01/10
0
1440779 372/728 F 310,400.00
ZZ
MEHTA YOGISH P 180 309,493.01
1
22327 BROKEN TWIG ROAD 7.875 2,943.99
80
7.625 2,943.99
388,000.00
DIAMOND BAR CA 91765 1 08/07/95
00
0380194721 03 10/01/95
0
7147532 O 09/01/10
0
1440870 372/728 F 148,000.00
ZZ
PANDOLFO ANDREW 180 146,921.37
1
192 CREST DRIVE 7.750 1,393.09
58
7.500 1,393.09
256,000.00
PARAMUS NJ 07652 2 07/24/95
00
0380195454 05 09/01/95
0
7035916 O 08/01/10
0
1440912 028/728 F 120,000.00
ZZ
FONG XING 180 119,660.83
1
2570 30TH AVENUE 8.250 1,164.17
57
8.000 1,164.17
212,000.00
SAN FRANCISCO CA 94116 1 08/24/95
00
0380200908 05 10/01/95
0
177908 O 09/01/10
0
1440915 450/728 F 280,000.00
ZZ
SALVINO VICTOR E 180 278,321.90
1
1610 DOWLING DRIVE 7.625 2,615.56
49
7.375 2,615.56
580,000.00
IRVING TX 75038 1 07/12/95
00
0380195199 03 09/01/95
0
3875051 O 08/01/10
0
1440928 A82/728 F 332,000.00
ZZ
BOLTON ROBERT H 180 331,051.15
1
18 SEA MARSH COVE 8.125 3,196.77
80
7.875 3,196.77
415,000.00
FERNANDINA BEAC FL 32034 2 08/28/95
00
0380194283 03 10/01/95
0
DB50003086 O 09/01/10
0
1
1440933 765/728 F 708,900.00
ZZ
GOODMAN RONALD S 180 706,896.36
1
4512 ROXBURY ROAD 8.250 6,877.33
59
8.000 6,877.33
1,220,000.00
NEWPORT BEACH CA 92625 2 08/23/95
00
0380201047 05 10/01/95
0
309460 O 09/01/10
0
1440943 367/367 F 233,500.00
ZZ
TAMAKI KEIICHI 180 232,802.51
1
11425 CEDAR RIDGE DRIVE 7.625 2,181.19
60
7.375 2,181.19
390,000.00
POTOMAC MD 20854 1 08/29/95
00
75249000 09 10/01/95
0
75249000 O 09/01/10
0
1440957 299/728 F 236,800.00
ZZ
KELLEY THOMAS F 180 236,069.01
1
9006 RIO GRANDE ROAD 7.250 2,161.66
80
7.000 2,161.66
296,000.00
RICHMOND VA 23229 1 08/25/95
00
0380193392 05 10/01/95
0
279212 O 09/01/10
0
1440973 714/714 F 390,000.00
ZZ
ZUPEK BRUCE H 180 390,000.00
1
10175 SHERMAN ROAD 8.375 3,811.96
73
8.125 3,811.96
540,000.00
CEDARBURG WI 53012 5 09/22/95
00
118001 05 11/01/95
0
118001 O 10/01/10
0
1440982 450/728 F 270,000.00
ZZ
KOLODGY ROBERT J 180 268,328.00
1
2641 TALMADGE ROAD 7.250 2,464.73
90
7.000 2,464.73
300,000.00
TOLEDO OH 43606 2 07/03/95
10
0380195280 05 09/01/95
25
3869419 O 08/01/10
0
1440983 450/728 F 400,000.00
ZZ
CITRON MICHAEL S 180 397,495.95
1
1
310 ARDEN ROAD 7.125 3,623.32
64
6.875 3,623.32
625,000.00
MENLO PARK CA 94025 1 07/12/95
00
0380195637 05 09/01/95
0
3956364 O 08/01/10
0
1440990 450/728 F 350,000.00
ZZ
RASHMAN RICHARD O 180 346,002.05
1
679 PLUMTREE 8.250 3,395.49
53
8.000 3,395.49
662,000.00
BARRINGTON IL 60010 1 05/31/95
00
0380201757 05 07/01/95
0
3866019 O 06/01/10
0
1440993 757/757 F 401,000.00
ZZ
GHOMGHANI BEHROOZ G 180 399,802.15
1
4508 CHATTAHOOCHEE PLANTATION 7.625 3,745.87
75
7.375 3,745.87
535,000.00
MARIETTA GA 30067 1 08/14/95
00
2582609 03 10/01/95
0
2582609 O 09/01/10
0
1441000 B73/728 F 600,000.00
ZZ
GREENE RALPH D 180 596,324.66
1
9451 MOUNTAIN RIDGE DRIVE 7.375 5,519.54
73
7.125 5,519.54
830,000.00
BOULDER CO 80302 2 07/24/95
00
0380197120 05 09/01/95
0
7577426 O 08/01/10
0
1441044 372/728 F 225,000.00
ZZ
MONGIOVI CARL A 180 224,335.25
1
20617 VIENTO VALLE 7.750 2,117.87
75
7.500 2,117.87
300,000.00
ESCONDIDO CA 92025 5 08/09/95
00
0380195207 05 10/01/95
0
7054248 O 09/01/10
0
1441113 736/728 F 109,900.00
ZZ
CHIEM JOHNNY 180 109,596.23
1
11 AUDREY LANE 8.500 1,082.23
70
8.250 1,082.23
157,000.00
PLEASANT HILL CA 94523 2 08/14/95
00
0380195447 05 10/01/95
0
1
447532 O 09/01/10
0
1441150 971/728 F 122,000.00
ZZ
GOLDSTEIN VICTORIA P 180 121,647.43
1
1498 SW 1ST STREET 8.000 1,165.90
55
7.750 1,165.90
223,600.00
BOCA RATON FL 33486 1 08/31/95
00
0380202862 05 10/01/95
0
9590117 O 09/01/10
0
1441170 232/728 F 647,800.00
ZZ
WEINGER MARK A 180 645,927.96
1
2514 PRINCETON COURT 8.000 6,190.71
80
7.750 6,190.71
809,806.00
FORT LAUDERDALE FL 33327 1 08/29/95
00
0380207853 03 10/01/95
0
817759 O 09/01/10
0
1441251 637/728 F 186,500.00
ZZ
COSTIGAN ANN J 180 185,978.71
1
101 MANETTO HILL ROAD 8.375 1,822.90
32
8.125 1,822.90
601,000.00
HUNTINGTON NY 11743 2 08/25/95
00
0380201856 05 10/01/95
0
4434148 O 09/01/10
0
1441252 637/728 F 278,000.00
ZZ
SORBONNE ROBERT L 180 277,196.61
1
2466 EAST MICHIGAN AVENUE 8.000 2,656.72
73
7.750 2,656.72
385,000.00
SALT LAKE CITY UT 84108 2 08/24/95
00
0380199498 05 10/01/95
0
3087897 O 09/01/10
0
1441329 686/686 F 61,500.00
ZZ
TAYLOR DEBORAH L 180 61,333.77
1
6372 LA COSTA DR #304 8.750 614.67
75
8.500 614.67
82,000.00
BOCA RATON FL 33433 1 08/18/95
00
30817158868 01 10/01/95
0
30817158868 O 09/01/10
0
1
1441331 686/686 F 115,000.00
ZZ
FIDUCCIA JAMES P 180 114,663.97
1
1081 NW 100 WAY 7.875 1,090.72
44
7.625 1,090.72
265,000.00
PLANTATION FL 33322 1 08/18/95
00
30817159569 03 10/01/95
0
30817159569 O 09/01/10
0
1441332 686/686 F 207,000.00
ZZ
FAN MICHAEL C 180 206,401.79
1
5 MILLBOURNE DRIVE 8.000 1,978.21
67
7.750 1,978.21
310,000.00
NEWARK DE 19711 2 08/16/95
00
30817037385 05 10/01/95
0
30817037385 O 09/01/10
0
1441333 686/686 F 92,000.00
ZZ
BRONKO MICHAEL 180 91,732.95
1
71 NEW STREET 7.950 876.55
75
7.700 876.55
123,000.00
NAUGATUCK CT 06770 5 08/16/95
00
30817130057 05 10/01/95
0
30817130057 O 09/01/10
0
1441335 686/686 F 86,000.00
ZZ
WILLIAMS ROBERT W 180 85,743.10
1
7631 MEADOW ROAD 7.625 803.36
75
7.375 803.36
115,000.00
DALLAS TX 75230 1 08/21/95
00
30817116759 05 10/01/95
0
30817116759 O 09/01/10
0
1441336 686/686 F 49,000.00
ZZ
MORRIS RICHARD J 180 48,857.77
1
2851 SO OCEAN BLVD, UNIT 6-T 7.950 466.86
70
7.700 466.86
70,000.00
BOCA RATON FL 33432 1 08/22/95
00
30816592166 08 10/01/95
0
30816592166 O 09/01/10
0
1441337 686/686 F 64,000.00
ZZ
MAZZA JAMES D 180 63,813.40
1
4040 FENNER ROAD 7.900 607.93
75
7.650 607.93
85,500.00
1
COCOA FL 32926 2 08/18/95
00
30816934673 05 10/01/95
0
30816934673 O 09/01/10
0
1441338 686/686 F 105,300.00
ZZ
SMITH GRADY P 180 104,802.38
1
2225 LORRAINE DRIVE 8.250 1,021.56
63
8.000 1,021.56
168,500.00
CARROLLTON TX 75006 2 08/16/95
00
30817116072 05 10/01/95
0
30817116072 O 09/01/10
0
1441341 686/686 F 256,000.00
ZZ
MOORE GREGORY C 180 254,960.00
1
4732 DICKENS DRIVE 7.625 2,391.38
80
7.375 2,391.38
320,000.00
GRANITE BAY CA 95746 1 08/21/95
00
30816846323 05 10/01/95
0
30816846323 O 09/01/10
0
1441343 686/686 F 85,000.00
ZZ
YANNI JR KENNETH M 180 84,743.28
1
4011 BRIAR LANE 7.500 787.97
50
7.250 787.97
170,000.00
WHITEMARSH TWP PA 19444 1 08/25/95
00
30816430961 05 10/01/95
0
30816430961 O 09/01/10
0
1441347 686/686 F 230,000.00
ZZ
HEGG DAN D 180 229,327.94
1
12835 SOUTHEAST GENEVA WAY 7.875 2,181.44
74
7.625 2,181.44
315,000.00
PORTLAND OR 97236 1 08/18/95
00
30816919187 05 10/01/95
0
30816919187 O 09/01/10
0
1441348 686/686 F 70,000.00
ZZ
DRAPER CHARLES N 180 69,795.46
1
3770 CHILDRESS 7.875 663.92
70
7.625 663.92
100,000.00
HOUSTON TX 77005 1 08/25/95
00
30817116924 05 10/01/95
0
30817116924 O 09/01/10
0
1
1441350 686/686 F 408,000.00
ZZ
KAMEL KAMAL H 180 406,767.78
1
8571 CYPRESS POINT AVENUE 7.500 3,782.22
80
7.250 3,782.22
510,000.00
BUENA PARK CA 90621 2 08/15/95
00
30816725469 05 10/01/95
0
30816725469 O 09/01/10
0
1441351 686/686 F 336,000.00
ZZ
WEISMAN PAUL M 180 335,071.27
1
968 DOGWOOD DRIVE 8.500 3,308.73
80
8.250 3,308.73
420,000.00
DELRAY BEACH FL 33483 1 08/25/95
00
30817159494 03 10/01/95
0
30817159494 O 09/01/10
0
1441356 686/686 F 102,000.00
ZZ
MOSES DAVID 180 101,598.88
1
5341 SE STERLING CIRCLE 8.375 996.98
75
8.125 996.98
137,000.00
STUART FL 34997 1 08/30/95
00
30817158744 03 10/01/95
0
30817158744 O 09/01/10
0
1441369 686/686 F 55,000.00
ZZ
GRABOWSKI JOHN A 180 54,831.70
1
16 LINDELL DR 7.350 505.18
36
7.100 505.18
155,000.00
SOMERS CT 06071 1 08/31/95
00
30816885602 05 10/01/95
0
30816885602 O 09/01/10
0
1441421 051/728 F 150,000.00
ZZ
SETHI PRAVEEN 180 149,580.74
1
902 LAHINCH CIRCLE 8.375 1,466.14
55
8.125 1,466.14
277,500.00
RICHARDSON TX 75081 1 08/31/95
00
0380199407 05 10/01/95
0
30100400 O 09/01/10
0
1441463 B91/728 F 650,000.00
ZZ
STRACHAN KEVIN 180 650,000.00
1
1
1245 KINGS CROWN ROAD 7.875 6,164.93
71
7.625 6,164.93
923,000.00
SANTA ANA CA 92705 2 09/14/95
00
0380219312 05 11/01/95
0
1950800696 O 10/01/10
0
1441530 685/728 F 206,000.00
ZZ
AU THOMAS 180 205,411.25
1
24192 VIA SAN CLEMENTE 8.125 1,983.54
80
7.875 1,983.54
257,500.00
MISSION VIEJO CA 92691 1 08/30/95
00
0380206939 05 10/01/95
0
102252 O 09/01/10
0
1441715 736/728 F 266,250.00
ZZ
MAZZEI DINO L 180 266,250.00
1
341 CRESTVIEW DRIVE 7.500 2,468.17
75
7.250 2,468.17
355,000.00
BONITA CA 91902 1 09/14/95
00
0380221185 05 11/01/95
0
449097 O 10/01/10
0
1441718 561/728 F 427,500.00
ZZ
GIUFFRE MAUREEN 180 426,250.84
1
26361 HIGH BANKS DR 7.875 4,054.63
75
7.625 4,054.63
570,000.00
SALISBURY MD 21801 5 08/23/95
00
0380200833 05 10/01/95
0
8569816 O 09/01/10
0
1441767 070/728 F 300,000.00
ZZ
NESBITT NEAL J 180 293,904.03
1
9538 STATE ROUTE 682 9.750 3,178.09
75
9.500 3,178.09
400,000.00
ATHENS OH 45701 2 01/30/95
00
0380223975 05 03/01/95
0
1362190 O 02/01/10
0
1441768 070/728 F 230,250.00
ZZ
LASSITER ALAN K 180 226,769.51
1
2001 BROADLEAF DRIVE 9.750 2,439.19
95
9.500 2,439.19
242,495.00
ARLINGTON TX 76017 1 03/06/95
14
0380223983 03 05/01/95
30
1
2049298 O 04/01/10
0
1441769 070/728 F 543,750.00
ZZ
SMITH SIDNEY A 180 531,130.94
1
703 OAK DRIVE 9.625 5,719.06
75
9.375 5,719.06
725,000.00
FRIENDSWOOD TX 77546 2 12/12/94
00
0380223991 03 02/01/95
0
2394910 O 01/01/10
0
1441770 070/728 F 147,000.00
ZZ
PATEL JAYANTI H 180 143,246.78
1
12 WARDMAN STREET 9.250 1,512.91
70
9.000 1,512.91
210,000.00
WHITE PLAINS NY 10603 1 05/03/95
00
0380224007 05 06/01/95
0
2889556 O 05/01/10
0
1441771 070/728 F 435,000.00
ZZ
PATEL ATULKUMAR 180 426,258.25
1
1367 COOPER ROAD 9.875 4,641.32
68
9.625 4,641.32
643,000.00
SCOTCH PLAINS NJ 08812 1 01/27/95
00
0380224023 05 03/01/95
0
2912985 O 02/01/10
0
1441772 070/728 F 474,000.00
T
NELSON,III WILLIAM H 180 462,507.77
1
111 SADDLEHORN LANE 9.125 4,842.94
75
8.875 4,842.94
632,000.00
TELLURIDE CO 81435 1 12/02/94
00
0380224031 03 02/01/95
0
2928504 O 01/01/10
0
1441773 070/728 F 125,250.00
ZZ
BOZORGNIA AZIZ 180 122,375.08
1
141 HUNTING CREEK DRIVE 9.750 1,326.85
75
9.500 1,326.85
167,000.00
MARIETTA GA 30068 1 12/30/94
00
0380224049 05 02/01/95
0
2932575 O 01/01/10
0
1
1441774 070/728 F 297,600.00
ZZ
PADMANABAN GOVINDARA 180 293,382.43
1
7518 DUMAS DRIVE 8.375 2,908.82
80
8.125 2,908.82
372,000.00
CUPERTINO CA 95014 1 04/17/95
00
0380224056 05 06/01/95
0
2983142 O 05/01/10
0
1441775 070/728 F 490,000.00
ZZ
WALLACE SCOTT C 180 480,043.25
1
59-510 PUPUKEA ROAD 9.750 5,190.88
70
9.500 5,190.88
700,000.00
HALEIWA HI 96712 1 01/27/95
00
0380224064 05 03/01/95
0
3117150 O 02/01/10
0
1441776 070/728 F 315,000.00
ZZ
HATHAWAY GARY M 180 309,624.24
1
555 CAMILLO STREET 8.375 3,078.89
90
8.125 3,078.89
350,000.00
SIERRA MADRE CA 91204 1 03/27/95
14
0380224072 05 05/01/95
12
3287386 O 04/01/10
0
1441777 070/728 F 86,650.00
ZZ
BLAZIER ROBERT 180 84,704.41
1
6107 MEREDITH AVENUE 10.000 931.15
70
9.750 931.15
123,830.00
PALMDALE CA 93552 1 12/16/94
00
0380224080 05 02/01/95
0
3297099 O 01/01/10
0
1441778 070/728 F 225,400.00
ZZ
BURNETT MARK A 180 220,814.63
1
8017 RYAN'S REEF LANE 9.250 2,319.80
81
9.000 2,319.80
280,000.00
LAS VEGAS NV 89128 2 03/27/95
21
0380224098 03 05/01/95
12
3527325 O 04/01/10
0
1441783 070/728 F 189,000.00
ZZ
KUTTAB JONATHAN 180 186,699.26
1
8131 WASHINGTON LANE 9.000 1,916.96
70
8.750 1,916.96
270,000.00
1
WYNCOTE PA 19095 1 05/16/95
00
0380224130 05 07/01/95
0
3918326 O 06/01/10
0
1441785 070/728 F 100,000.00
ZZ
HUSSAIN TAQI 180 98,688.13
1
249 PARK TERRACE NORTH 9.250 1,029.19
69
9.000 1,029.19
145,000.00
EAST MEADOW NY 11554 1 04/27/95
00
0380224163 05 06/01/95
0
4012996 O 05/01/10
0
1441786 070/728 F 892,500.00
ZZ
BRAY JR ROBERT S 180 873,221.17
1
28660 WAGON ROAD 7.875 8,464.92
70
7.625 8,464.92
1,275,000.00
AGOURA CA 91301 2 07/10/95
00
0380224171 05 09/01/95
0
4046492 O 08/01/10
0
1441788 070/728 F 690,000.00
ZZ
STEWART RAYMOND 180 426,959.13
1
24969 MULHOLLAND HIGHWAY 8.000 6,594.00
53
7.750 6,594.00
1,325,000.00
CALABASAS CA 91302 2 05/09/95
00
0380224197 05 07/01/95
0
4091994 O 06/01/10
0
1441789 070/728 F 122,500.00
ZZ
SHARAF ALBERT 180 122,130.04
1
4219 VAN NUYS BOULEVARD 7.500 1,135.59
70
7.250 1,135.59
175,000.00
SHERMAN OAKS CA 91403 1 08/17/95
00
0380224205 05 10/01/95
0
4092151 O 09/01/10
0
1441792 070/728 F 210,000.00
ZZ
YOUNG LONG Y 180 206,531.73
1
12843 HERITAGE PLACE 8.750 2,098.84
52
8.500 2,098.84
408,000.00
CERRITOS CA 90703 1 03/27/95
00
0380224239 05 05/01/95
0
4231561 O 04/01/10
0
1
1441795 070/728 F 383,200.00
ZZ
TU WEN H 180 382,067.86
1
6 CHARITY 7.750 3,606.97
71
7.500 3,606.97
540,990.00
IRVINE CA 92715 1 08/02/95
00
0380224296 03 10/01/95
0
4345441 O 09/01/10
0
1441799 070/728 F 800,000.00
ZZ
SCHERER DAVID R 180 791,255.92
1
25502 RODEO CIRCLE 8.750 7,995.59
62
8.500 7,995.59
1,300,000.00
LAGUNA HILLS CA 92653 2 05/12/95
00
0380224379 05 07/01/95
0
4540500 O 06/01/10
0
1441800 070/728 F 800,000.00
ZZ
CHOU TSER W 180 790,659.57
1
19464 VIA DEL CABALLO 8.000 7,645.22
70
7.750 7,645.22
1,150,000.00
YORBA LINDA CA 92686 1 05/24/95
00
0380224387 05 07/01/95
0
4587329 O 06/01/10
0
1441818 070/728 F 244,000.00
ZZ
STEVENSON ROBERT L 180 242,553.59
1
600 CALLE HIDALGO 7.750 2,296.71
75
7.500 2,296.71
326,000.00
SAN CLEMENTE CA 92673 2 07/19/95
00
0380224718 03 09/01/95
0
4815414 O 08/01/10
0
1441822 070/728 F 364,000.00
ZZ
PONTIS GEORGE 180 362,912.69
1
25 HERMOSA ROAD 7.625 3,400.23
80
7.375 3,400.23
455,000.00
REDWOOD CITY CA 94062 1 08/04/95
00
0380224759 05 10/01/95
0
4841267 O 09/01/10
0
1441823 070/728 F 340,350.00
ZZ
MARSTON DAVID L 180 338,310.20
1
1
602 SEABRIGHT LANE 7.625 3,179.31
88
7.375 3,179.31
390,000.00
SOLANA BEACH CA 92075 2 07/21/95
14
0380224767 05 09/01/95
12
4842583 O 08/01/10
0
1441826 070/728 F 227,000.00
ZZ
FRANEN SAMUEL 180 224,803.65
1
301 NORTH PALM DRIVE 7.875 2,152.98
21
7.625 2,152.98
1,100,000.00
BEVERLY HILLS CA 90210 2 07/25/95
00
0380224791 05 09/01/95
0
4849100 O 08/01/10
0
1441827 070/728 F 220,500.00
ZZ
MUZQUIZ RALPH J 180 219,178.48
1
1480 BELLEAU ROAD 7.625 2,059.76
74
7.375 2,059.76
300,000.00
GLENDALE CA 91206 2 07/24/95
00
0380224809 05 09/01/95
0
4850332 O 08/01/10
0
1441832 070/728 F 290,000.00
ZZ
BUTTORF HARRY W 180 287,384.63
1
4037 HIDDEN WOODS 7.625 2,708.98
78
7.375 2,708.98
375,000.00
BLOOMFIELD TOWN MI 48301 2 07/10/95
00
0380224882 01 08/01/95
0
4906052 O 07/01/10
0
1441841 070/728 F 500,000.00
ZZ
LAVIN JR CHARLES M 180 497,036.04
1
3085 N MOUNTAIN MAPLE LANE 7.750 4,706.38
50
7.500 4,706.38
1,000,000.00
JACKSON WY 83001 1 07/13/95
00
0380224981 03 09/01/95
0
4950165 O 08/01/10
0
1441853 070/728 F 236,250.00
ZZ
BERMAN RICHARD P 180 235,567.27
1
3193 WEST LA COSTA AVENUE 8.000 2,257.73
75
7.750 2,257.73
315,000.00
FRESNO CA 93711 5 08/01/95
00
0380225137 05 10/01/95
0
1
5060111 O 09/01/10
0
1441854 070/728 F 220,000.00
ZZ
NAGAREDA CRAIG 180 219,364.24
1
77 LISA LANE 8.000 2,102.43
80
7.750 2,102.43
275,000.00
HOLLISTER CA 95023 1 08/22/95
00
0380225160 05 10/01/95
0
5064626 O 09/01/10
0
1441860 070/728 F 326,000.00
ZZ
WHITTAKER SAMUEL R 180 323,406.90
1
416 NORTH ETHEL AVENUE 8.125 3,139.00
77
7.875 3,139.00
425,000.00
ALHAMBRA CA 91801 2 08/09/95
00
0380225251 05 10/01/95
0
5220879 O 09/01/10
0
1441862 070/728 F 239,000.00
ZZ
KIM ROY W 180 238,278.19
1
1465 PHEASANT COURT 7.500 2,215.56
80
7.250 2,215.56
300,000.00
FULLERTON CA 92633 2 08/15/95
00
0380225285 03 10/01/95
0
5242967 O 09/01/10
0
1441870 470/728 F 378,750.00
ZZ
WONG THOMAS H 180 378,750.00
1
343 SOUTH MORNING SUN AVENUE 8.000 3,619.53
75
7.750 3,619.53
505,000.00
MILL VALLEY CA 94941 2 09/20/95
00
0380222415 05 11/01/95
0
25069147 O 10/01/10
0
1441891 450/728 F 424,000.00
ZZ
PATEL SHASHIKANP 180 422,788.21
1
436 JASON COURT 8.125 4,082.62
80
7.875 4,082.62
530,000.00
SCHAUMBURG IL 60193 1 08/10/95
00
0380200338 05 10/01/95
0
3866332 O 09/01/10
0
1
1441906 470/728 F 238,000.00
ZZ
EDWARDS THOMAS R 180 237,312.21
1
371 BEDFORD LANE 8.000 2,274.46
68
7.750 2,274.46
352,000.00
OAKLEY CA 94561 2 08/23/95
00
0380203092 05 10/01/95
0
25066096 O 09/01/10
0
1441922 306/728 F 112,000.00
ZZ
SALZ HARVEY A 180 111,676.33
1
2986 SOUTH WILLOW STREET 8.000 1,070.34
75
7.750 1,070.34
150,000.00
DENVER CO 80231 2 08/25/95
00
0380216631 05 10/01/95
0
2289023 O 09/01/10
0
1441972 898/728 F 350,000.00
ZZ
KONJA SALMAN 180 350,000.00
1
5791 MILL POND CT 8.000 3,344.78
65
7.500 3,344.78
542,000.00
WEST BLOOMFIELD MI 48322 1 09/06/95
00
0380202391 05 11/01/95
0
118139 O 10/01/10
0
1442042 450/728 F 232,500.00
ZZ
HIRST CLINTON S 180 231,820.63
1
3636 TUCKAHOE ROAD 7.875 2,205.15
75
7.625 2,205.15
310,000.00
BLOOMFIELD TOWN MI 48301 2 08/04/95
00
0380201062 05 10/01/95
0
4119517 O 09/01/10
0
1442044 450/728 F 255,000.00
ZZ
PARKER BENJAMIN 180 253,454.91
1
1710 NORTH MOHAWK 7.500 2,363.89
53
7.250 2,363.89
490,000.00
CHICAGO IL 60614 5 07/25/95
00
0380201104 05 09/01/95
0
3871951 O 08/01/10
0
1442060 450/728 F 1,000,000.00
ZZ
WALTER LANCE J 180 994,006.76
1
565 MORENO AVENUE 7.625 9,341.30
40
7.375 9,341.30
2,500,000.00
1
LOS ANGELES CA 90049 2 07/13/95
00
0380201971 05 09/01/95
0
3956026 O 08/01/10
0
1442075 070/728 F 57,000.00
ZZ
BREWER GARY L 180 56,012.95
1
7955 GILLIAM ROAD 10.000 612.52
30
9.750 612.52
196,000.00
ORLANDO FL 32818 5 02/23/95
00
0380224015 05 04/01/95
0
2902306 O 03/01/10
0
1442111 A52/728 F 488,000.00
ZZ
KIM KYUNG J 180 488,000.00
1
3155 ST. IVES PARKWAY 7.875 4,628.44
80
7.625 4,628.44
610,000.00
DULUTH GA 30155 1 09/15/95
00
0380199829 05 11/01/95
0
UMKNOWN O 10/01/10
0
1442343 253/253 F 215,650.00
ZZ
MITCHELL RALPH H 180 215,019.86
1
26 DOROTHEA LANE 7.875 2,045.34
95
7.625 2,045.34
227,000.00
SUGARLAND TX 77479 1 08/25/95
04
308872 03 10/01/95
30
308872 O 09/01/10
0
1442349 776/728 F 266,250.00
ZZ
KAMALI AHAD 180 265,505.80
1
26552 MEADOW CREST DRIVE 8.375 2,602.40
75
8.125 2,602.40
355,000.00
LAGUNA HILLS CA 92653 1 08/21/95
00
0380205311 03 10/01/95
0
2422457 O 09/01/10
0
1442359 369/728 F 575,000.00
ZZ
GRANER STEPHEN P 180 571,361.23
1
51 KIA ONE PLACE 7.000 5,168.26
72
6.750 5,168.26
800,000.00
KAILUA HI 96734 1 07/12/95
00
0380201708 05 09/01/95
0
48971238 O 08/01/10
0
1
1442384 334/728 F 266,000.00
ZZ
GOODELL LYDIA 180 261,908.55
1
2107 ANNIVERSARY LANE 7.375 2,447.00
67
7.125 2,447.00
400,000.00
NEWPORT BEACH CA 92660 2 07/17/95
00
0380206962 05 09/01/95
0
968629 O 08/01/10
0
1442394 246/246 F 236,250.00
ZZ
BAN PIL S 180 235,559.67
1
4006 CRESTAR CT 7.875 2,240.72
75
7.625 2,240.72
315,000.00
FAIRFAX VA 22032 1 08/15/95
00
90713 05 10/01/95
0
90713 O 09/01/10
0
1442397 626/728 F 254,000.00
ZZ
PETERSON ALLAN 180 253,257.81
1
41974 VIA SAN GABRIEL 7.875 2,409.07
72
7.625 2,409.07
355,000.00
FREMONT CA 94539 2 08/25/95
00
0380206442 05 10/01/95
0
817635 O 09/01/10
0
1442398 439/439 F 250,000.00
ZZ
KITTON ALAN 180 249,183.46
1
2998 SHORE RD 6.600 2,191.54
65
6.475 2,191.54
387,500.00
BELLMORE NY 11710 1 08/09/95
00
1789785 05 10/01/95
0
1789785 O 09/01/10
0
1442399 439/439 F 550,000.00
ZZ
GOLDBAND STEVE 180 548,309.57
1
2040 TASSO ST 7.300 5,036.26
57
7.175 5,036.26
980,000.00
PALO ALTO CA 94301 1 08/02/95
00
1790454 05 10/01/95
0
1790454 O 09/01/10
0
1442401 439/439 F 556,000.00
ZZ
DESTASIO JOSEPH 180 554,407.42
1
1
2503 N RIVERSIDE DRIVE 8.100 5,345.58
62
7.975 5,345.58
900,000.00
POMPANO BEACH FL 33062 5 08/25/95
00
1791218 05 10/01/95
0
1791218 O 09/01/10
0
1442402 439/439 F 300,000.00
ZZ
LOUVAIN MICHEL R 180 299,152.07
1
25428 WEST CEDAR CREST LANE 8.250 2,910.43
75
8.125 2,910.43
400,000.00
LAKE VILLA IL 60046 5 08/25/95
00
1794487 05 10/01/95
0
1794487 O 09/01/10
0
1442403 439/439 F 272,500.00
ZZ
TAHERIPOUR SEYED 180 271,694.92
1
225 CASTLE GLEN ROAD 7.750 2,564.98
78
7.625 2,564.98
352,000.00
WALNUT CREEK CA 94595 2 08/03/95
00
1795156 05 10/01/95
0
1795156 O 09/01/10
0
1442404 439/439 F 226,300.00
ZZ
TALAN CHARLES D 180 225,628.45
1
3228 BLUE RIDGE COURT 7.700 2,123.64
76
7.575 2,123.64
300,000.00
WESTLAKE VILLAG CA 91362 2 08/22/95
00
1796357 05 10/01/95
0
1796357 O 09/01/10
0
1442405 439/439 F 250,000.00
ZZ
DOUGLAS JUDITH L 180 249,244.96
1
212 SOUTH PALM DRIVE 7.500 2,317.54
47
7.375 2,317.54
533,593.00
BEVERLY HILLS CA 90210 1 08/16/95
00
1797008 05 10/01/95
0
1797008 O 09/01/10
0
1442406 439/439 F 285,000.00
ZZ
ARUNAMATA PETI 180 284,143.04
1
364 MONTSERRAT DR 7.550 2,650.09
79
7.425 2,650.09
361,578.00
REDWOOD CITY CA 94065 1 08/23/95
00
1799295 03 10/01/95
0
1
1799295 O 09/01/10
0
1442407 439/439 F 313,600.00
ZZ
ZHANG DAVID Z 180 312,693.74
1
621 CAMBRIDGE ST 8.000 2,996.93
80
7.875 2,996.93
392,000.00
SAN FRANCISCO CA 94134 1 08/15/95
00
1799356 07 10/01/95
0
1799356 O 09/01/10
0
1442408 439/439 F 290,400.00
ZZ
BERTOLOTTI GEORGE A 180 289,530.62
1
1132 TROWBRIDGE WAY 7.600 2,708.58
80
7.475 2,708.58
363,000.00
DANVILLE CA 94506 1 08/17/95
00
1803772 05 10/01/95
0
1803772 O 09/01/10
0
1442409 439/439 F 400,000.00
ZZ
LUKIN SERGEY 180 398,844.06
1
17141 OAK VIEW DR 8.000 3,822.61
47
7.875 3,822.61
860,000.00
ENCINO CA 91316 1 08/25/95
00
1804205 05 10/01/95
0
1804205 O 09/01/10
0
1442482 267/267 F 400,000.00
ZZ
MOY NELSON 180 398,831.20
1
1156 CALLE VISTA DRIVE 7.875 3,793.80
30
7.625 3,793.80
1,350,000.00
BEVERLY HILLS CA 90210 2 08/24/95
00
7329497 05 10/01/95
0
7329497 O 09/01/10
0
1442507 686/686 F 125,000.00
ZZ
FOWLER TIMOTHY L 180 124,643.54
1
18240 NALLE RD 8.150 1,205.42
60
7.900 1,205.42
210,000.00
FT MYERS FL 33917 1 08/31/95
00
30816964217 05 10/01/95
0
30816964217 O 09/01/10
0
1
1442585 403/403 F 218,000.00
ZZ
HUNTER ROBERT E 180 218,000.00
1
16 FAWN RIDGE DRIVE 7.875 2,067.63
63
7.625 2,067.63
350,000.00
BROOKFIELD CT 06804 2 08/31/95
00
6399729 05 11/01/95
0
6399729 O 10/01/10
0
1442632 881/728 F 100,000.00
ZZ
BUTTS GEORGE 180 100,000.00
1
32322 CALLE LINDA 7.750 941.28
65
7.500 941.28
155,000.00
DANA POINT CA 92629 2 09/01/95
00
0380208307 01 11/01/95
0
301893 O 10/01/10
0
1442653 369/728 F 520,000.00
ZZ
WESTER PAUL A 180 518,412.22
1
31 MARTIN LANE 7.375 4,783.61
55
7.125 4,783.61
950,000.00
ENGLEWOOD CO 80110 5 08/10/95
00
0380202102 05 10/01/95
0
49229214 O 09/01/10
0
1442667 593/728 F 550,000.00
ZZ
JOHNSON CRAIG N 180 548,320.63
1
437 WEST 1400 NORTH 7.375 5,059.58
69
7.125 5,059.58
800,000.00
FARMINGTON UT 84025 4 08/16/95
00
0380216359 05 10/01/95
0
6450035 O 09/01/10
0
1442726 450/728 F 238,550.00
ZZ
MACK DAVID R 180 237,120.31
1
13706 CYPRESS POND ROAD 7.625 2,228.37
80
7.375 2,228.37
298,200.00
HOUSTON TX 77429 1 07/27/95
00
0380203860 03 09/01/95
0
3915329 O 08/01/10
0
1442746 313/728 F 346,500.00
ZZ
WILLIAMS JR FRED L 120 344,632.27
1
111 LEE BOULEVARD 8.250 4,249.92
70
8.000 4,249.92
495,000.00
1
SAVANNAH GA 31405 5 08/26/95
00
0380207184 05 10/01/95
0
5933924 O 09/01/05
0
1442763 450/728 F 500,000.00
ZZ
GOLDSCHMIDT ROBERT A 180 496,970.42
1
333 DUNDEE ROAD 7.500 4,635.07
73
7.250 4,635.07
690,000.00
GLENCOE IL 60022 2 07/31/95
00
0380204199 05 09/01/95
0
3871217 O 08/01/10
0
1442767 450/728 F 320,000.00
ZZ
MUSELLA ANTHONY E 180 319,033.56
1
15534 WEST 73RD AVE 7.500 2,966.44
80
7.250 2,966.44
400,000.00
GOLDEN CO 80403 1 08/23/95
00
0380207093 05 10/01/95
0
3986973 O 09/01/10
0
1442824 B73/728 F 265,000.00
ZZ
LEPORE RICHARD T 180 264,234.19
1
724 OAK CREST DRIVE 8.000 2,532.48
77
7.750 2,532.48
345,000.00
CHAPEL HILL NC 27516 1 08/21/95
00
0380203969 05 10/01/95
0
1086167 O 09/01/10
0
1442833 A13/728 F 412,000.00
ZZ
YOUTIE PHILIP A 180 410,809.38
1
19946 NORTHEAST 36TH PLACE 8.000 3,937.29
70
7.750 3,937.29
594,000.00
AVENTURA FL 33180 1 08/25/95
00
0380207838 03 10/01/95
0
950075815 O 09/01/10
0
1442842 232/232 F 350,000.00
ZZ
WATSON JR ANSLEY 180 350,000.00
1
16525 LAKE CHURCH ROAD 8.250 3,395.49
70
8.000 3,395.49
500,000.00
ODESSA FL 33556 5 09/05/95
00
893671 05 11/01/95
0
893671 O 10/01/10
0
1
1442864 450/728 F 400,000.00
ZZ
SOSENKO ALEXANDERZ 180 397,628.83
1
223 WESTRIDGE 7.750 3,765.10
49
7.500 3,765.10
830,000.00
JOLIET IL 60435 1 07/31/95
00
0380207325 05 09/01/95
0
3871357 O 08/01/10
0
1442869 450/728 F 500,000.00
ZZ
SALATINO JOSEPH J 120 494,553.54
1
5909 HARABY COURT 8.125 6,099.46
40
7.875 6,099.46
1,250,000.00
DALLAS TX 75248 1 07/28/95
00
0380208315 05 09/01/95
0
3875747 O 08/01/05
0
1442880 A52/728 F 120,000.00
ZZ
MYERS JAMES C 180 120,000.00
1
137 ARCHER GROVE SCHOOL ROAD 7.625 1,120.96
62
7.375 1,120.96
195,000.00
ATHENS GA 30607 2 09/15/95
00
0380203563 05 11/01/95
0
UNKNOWN O 10/01/10
0
1442894 028/728 F 61,000.00
ZZ
HUBBARD ROY E 180 60,835.13
1
179 HARMONY ACRES DRIVE 8.750 609.66
36
8.500 609.66
170,000.00
JONESBOUROUGH TN 37659 5 09/01/95
00
0380206855 05 10/01/95
0
179160 O 09/01/10
0
1442943 450/728 F 215,000.00
ZZ
SMITH ALLEN G 180 212,349.75
1
3907 WINDERMERE DRIVE 7.375 1,977.84
90
7.125 1,977.84
239,500.00
COLLEYVILLE TX 76034 1 05/31/95
14
0380206384 03 07/01/95
17
3874138 O 06/01/10
0
1442974 450/728 F 443,600.00
ZZ
CHENG CHIE C 180 442,245.51
1
1
20330 CRAIGEN CIRCLE 7.375 4,080.78
80
7.125 4,080.78
554,500.00
SARATOGA CA 95070 1 08/24/95
00
0380206707 05 10/01/95
0
3957842 O 09/01/10
0
1442991 076/076 F 270,000.00
T
BROWNING DOMINIQUEA 180 269,236.87
1
63 QUOQUONSET LANDE 8.250 2,619.38
68
8.000 2,619.38
400,000.00
LITTLE COMPTON RI 02837 1 08/18/95
00
4712052 05 10/01/95
0
4712052 O 09/01/10
0
1442999 076/076 F 282,000.00
T
WILLIAMS JUSTIN L 180 280,346.59
1
215 119TH STREET 7.875 2,674.63
80
7.625 2,674.63
352,500.00
STONE HARBOR NJ 08247 1 07/24/95
00
5134542 05 09/01/95
0
5134542 O 08/01/10
0
1443007 076/076 F 220,000.00
ZZ
FERRY FRANK M 180 219,350.02
1
414 TIDEWAYS DRIVE 7.750 2,070.81
70
7.500 2,070.81
315,500.00
ALAMEDA CA 94501 5 08/01/95
00
6071821 03 10/01/95
0
6071821 O 09/01/10
0
1443015 076/076 F 400,000.00
ZZ
SCHMITT CONRAD V 180 397,731.10
1
5117 HEATHER COURT 8.250 3,880.56
76
8.000 3,880.56
530,000.00
FLOWER MOUND TX 75028 1 07/28/95
00
4867062 03 09/01/95
0
4867062 O 08/01/10
0
1443026 076/076 F 218,500.00
ZZ
STOCKS GREGORY W 180 217,232.93
1
4606 21TH STREET 8.000 2,088.10
95
7.750 2,088.10
230,000.00
LUBBOCK TX 79407 1 07/27/95
10
4864742 05 09/01/95
30
1
4864742 O 08/01/10
0
1443032 076/076 F 261,500.00
ZZ
TOFFEL PHILIP J 180 260,735.89
1
90 WEST SHORE DRIVE 7.875 2,480.20
80
7.625 2,480.20
330,000.00
MARBLEHEAD MA 01945 2 08/03/95
00
4859122 05 10/01/95
0
4859122 O 09/01/10
0
1443050 943/943 F 235,000.00
ZZ
OCHAKOVSKY ILYA 180 228,435.89
1
252-58 LEEDS ROAD 8.750 2,348.70
70
8.500 2,348.70
340,000.00
LITTLE NECK NY 11362 2 11/02/94
00
2487466 05 01/01/95
0
2487466 O 12/01/09
0
1443051 943/943 F 99,750.00
ZZ
HAMMER II OSCAR L 180 95,485.50
1
4558 WEST 59TH STREET 8.000 953.26
95
7.750 953.26
105,000.00
CHICAGO IL 60629 1 10/27/94
14
2487769 05 12/01/94
25
2487769 O 11/01/09
0
1443052 943/943 F 56,800.00
ZZ
WILLIS KATHLEEN R 180 55,196.31
2
471 CRUMTOWN ROAD 8.625 563.50
73
8.375 563.50
78,000.00
SPENCER NY 14883 2 11/07/94
00
2487970 05 01/01/95
0
2487970 O 12/01/09
0
1443055 943/943 F 560,548.58
ZZ
ANAGNOSTOPOULOS CONSTANT 110 479,059.22
1
7 THE COURTYARD 7.250 6,990.24
66
7.000 6,990.24
849,500.00
LOCUST VALLEY NY 11560 2 11/23/93
00
11078106 05 02/01/94
0
11078106 O 03/01/03
0
1
1443056 943/943 F 43,701.06
ZZ
DAVIS MICHAEL C 144 43,348.70
1
187 SOUTH MAIN STREET 8.500 485.11
43
8.250 485.11
102,000.00
PITTSFORD NY 14534 5 07/17/95
00
11204818 05 09/01/95
0
11204818 O 08/01/07
0
1443062 943/943 F 260,000.00
ZZ
FERNANDEZ M S 180 250,246.35
1
10 HIGHWOOD ROAD 7.500 2,410.24
79
7.250 2,410.24
330,000.00
SETAUKET NY 11733 1 09/30/94
00
4512900112 05 11/01/94
0
4512900112 O 10/01/09
0
1443066 943/943 F 233,100.00
ZZ
MOHANDAS SUNIL U 180 230,928.20
1
5 LEHIGH DRIVE 7.250 2,127.89
90
7.000 2,127.89
259,000.00
KENDALL PARK NJ 08824 1 06/29/95
04
5050004566 05 08/01/95
12
5050004566 O 07/01/10
0
1443067 943/943 F 228,000.00
ZZ
MARCHETTI PETER G 120 225,481.78
1
25 HIGH RIDGE ROAD 7.875 2,751.24
80
7.625 2,751.24
285,000.00
POUND RIDGE NY 10576 2 07/13/95
00
5050004767 05 09/01/95
0
5050004767 O 08/01/05
0
1443068 943/943 F 375,000.00
ZZ
LEISTER KELLEN G 180 373,867.45
1
8451 HOLLY LEAF DRIVE 7.500 3,476.30
71
7.250 3,476.30
530,000.00
MC LEAN VA 22102 1 08/11/95
00
5050004848 05 10/01/95
0
5050004848 O 09/01/10
0
1443069 943/943 F 265,000.00
ZZ
MURRAY ROBERT D 180 263,286.41
1
928 GOLF LANE 6.750 2,345.02
71
6.500 2,345.02
375,000.00
1
WHEATON IL 60187 1 07/24/95
00
5050004988 05 09/01/95
0
5050004988 O 08/01/10
0
1443070 943/943 F 305,000.00
ZZ
TODD DAVID M 180 303,172.05
1
1947 PORT TOWNSEND CIRCLE 7.625 2,849.10
39
7.375 2,849.10
800,000.00
NEWPORT BEACH CA 92660 2 07/19/95
00
5050005054 03 09/01/95
0
5050005054 O 08/01/10
0
1443071 943/943 F 247,000.00
ZZ
SANGUINETTY JORGE A 180 245,551.78
1
9741 SOUTHWEST 72ND COURT 7.875 2,342.68
73
7.625 2,342.68
340,000.00
MIAMI FL 33156 5 07/24/95
00
5050005247 05 09/01/95
0
5050005247 O 08/01/10
0
1443072 943/943 F 249,000.00
ZZ
STEIN ELLIOT D 180 247,102.74
1
4132 WHISPERING OAKS LANE 7.250 2,273.03
45
7.000 2,273.03
560,000.00
DANVILLE CA 94506 2 07/07/95
00
5050005361 03 09/01/95
0
5050005361 O 08/01/10
0
1443073 943/943 F 266,250.00
ZZ
CHACHKO FAINA 180 264,671.68
1
201 WEST 72ND STREET UNIT 4C 7.750 2,506.15
75
7.500 2,506.15
355,000.00
NEW YORK NY 10023 2 07/26/95
00
5050005439 08 09/01/95
0
5050005439 O 08/01/10
0
1443074 943/943 F 582,000.00
ZZ
CHUDA ROBERT M 180 580,183.69
1
97 CATHERINE ROAD 7.125 5,271.94
68
6.875 5,271.94
860,000.00
SCARSDALE NY 10583 2 08/17/95
00
5050005525 05 10/01/95
0
5050005525 O 09/01/10
0
1
1443075 943/943 F 235,100.00
ZZ
CLARK CARROLL T 180 234,374.25
1
8201 SOUTH WEST 180TH STREET 7.250 2,146.15
78
7.000 2,146.15
305,000.00
MIAMI FL 33157 2 08/21/95
00
5050005660 05 10/01/95
0
5050005660 O 09/01/10
0
1443076 943/943 F 246,000.00
ZZ
MACDOUGALL SUZANNE 180 242,765.17
1
55 SOUTH DRIVE 7.625 2,297.96
57
7.375 2,297.96
438,000.00
EAST BRUNSWICK NJ 08816 2 08/23/95
00
5050005953 05 10/01/95
0
5050005953 O 09/01/10
0
1443077 943/943 F 352,000.00
ZZ
WARKENTIN DONALD W 180 349,820.21
1
207 LAWNDALE AVENUE 7.250 3,213.28
80
7.000 3,213.28
440,000.00
WILMETTE IL 60091 1 07/25/95
00
5050006417 05 09/01/95
0
5050006417 O 08/01/10
0
1443078 943/943 F 245,000.00
ZZ
CAMPBELL PAUL M 120 245,000.00
1
5412 NEVADA AVENUE NW 7.750 2,940.27
76
7.500 2,940.27
326,000.00
WASHINGTON DC 20015 2 09/01/95
00
5050006877 05 11/01/95
0
5050006877 O 10/01/05
0
1443079 943/943 F 364,000.00
ZZ
ASSARI FARHAD 180 364,000.00
1
2401 NW 61ST DIAGONAL 7.500 3,374.33
73
7.250 3,374.33
500,000.00
BOCA RATON FL 33496 2 09/01/95
00
5050006910 05 11/01/95
0
5050006910 O 10/01/10
0
1443080 943/943 F 260,950.00
ZZ
MORRISSEY RICHARD E 180 260,135.62
1
1
47 WATERS EDGE 7.125 2,363.77
80
6.875 2,363.77
327,000.00
SPARTA NJ 07871 1 08/24/95
00
5050007531 05 10/01/95
0
5050007531 O 09/01/10
0
1443082 943/943 F 35,000.00
ZZ
CREAN LISA B 180 34,790.23
1
164 WEDGEWOOD 7.625 326.95
26
7.375 326.95
138,000.00
AMHERST NY 14221 1 07/24/95
00
5060000351 09 09/01/95
0
5060000351 O 08/01/10
0
1443083 943/943 F 472,000.00
ZZ
HERRO DAVID G 180 470,494.61
1
123 OAK STREET 6.875 4,209.56
80
6.625 4,209.56
590,000.00
CHICAGO IL 60611 1 08/31/95
00
5502300218 01 10/01/95
0
5502300218 O 09/01/10
0
1443084 943/943 F 247,000.00
ZZ
GLENDAY WILLIAM J 180 245,436.90
1
1131 THATCHER 7.000 2,220.11
76
6.750 2,220.11
329,000.00
RIVER FOREST IL 60305 2 07/26/95
00
5502800218 05 09/01/95
0
5502800218 O 08/01/10
0
1443085 943/943 F 625,000.00
ZZ
LIN CHENG H 180 623,070.64
1
1604 MIDWEST CLUB PARKWAY 7.250 5,705.40
53
7.000 5,705.40
1,200,000.00
OAK BROOK IL 60521 5 08/01/95
00
5502900205 05 10/01/95
0
5502900205 O 09/01/10
0
1443086 943/943 F 412,000.00
ZZ
ANAND BHUVAR 180 408,161.40
1
2 CARRIAGE LANE 7.250 3,761.00
80
7.000 3,761.00
515,000.00
ROSLYN HEIGHTS NY 11577 1 06/30/95
00
5506600277 05 08/01/95
0
1
5506600277 O 07/01/10
0
1443088 943/943 F 300,000.00
ZZ
CAPPELLINO JAMES A 180 298,142.22
1
13 BAY POINT CIRCLE 7.250 2,738.59
53
T/O IRONDEQUOIT 7.000 2,738.59
575,000.00
ROCHESTER NY 14622 2 07/17/95
00
5510300117 01 09/01/95
0
5510300117 O 08/01/10
0
1443089 943/943 F 500,000.00
ZZ
FROST GEOFFREY L 180 495,127.39
1
10 MAYFLOWER ROAD 7.000 4,494.15
75
6.750 4,494.15
668,000.00
DARIEN CT 06820 1 06/30/95
00
5510600195 05 08/01/95
0
5510600195 O 07/01/10
0
1443090 943/943 F 225,000.00
T
SHUPACK JEROME 180 224,290.13
1
250 EAST 31ST STREET 9C 7.000 2,022.37
75
6.750 2,022.37
300,000.00
NEW YORK NY 10016 1 08/14/95
00
5510600275 06 10/01/95
0
5510600275 O 09/01/10
0
1443091 943/943 F 232,500.00
ZZ
BASSO RICHARD L 180 231,151.72
1
64 LAKE ROAD 8.000 2,221.90
75
7.750 2,221.90
310,000.00
SALISBURY MILLS NY 12577 5 07/21/95
00
5511100303 05 09/01/95
0
5511100303 O 08/01/10
0
1443092 943/943 F 423,000.00
ZZ
SWEIGART JOSEPH 180 418,840.49
1
LOT 3 BARRACK HILL ROAD 6.625 3,713.92
78
6.375 3,713.92
544,000.00
RIDGEFIELD CT 06877 1 06/14/95
00
5511100306 05 08/01/95
0
5511100306 O 07/01/10
0
1
1443095 943/943 F 300,000.00
ZZ
SUNWOO HA C 180 297,235.02
1
7 FALCON RUN 7.375 2,759.77
54
7.125 2,759.77
558,000.00
KINNELON NJ 07405 1 06/29/95
00
5512700187 05 08/01/95
0
5512700187 O 07/01/10
0
1443096 943/943 F 230,000.00
ZZ
MARASCIA ROBERT F 180 229,349.92
1
LOT 3 BLUE POINT ROAD 8.250 2,231.33
70
8.000 2,231.33
330,000.00
OAKDALE NY 11769 1 09/01/95
00
5513400199 05 10/01/95
0
5513400199 O 09/01/10
0
1443097 943/943 F 275,000.00
ZZ
SCAROLA JOHN M 180 273,297.03
1
83 FRUITLEDGE ROAD 7.250 2,510.38
42
7.000 2,510.38
665,000.00
BROOKVILLE NY 11545 2 07/17/95
00
5513500225 05 09/01/95
0
5513500225 O 08/01/10
0
1443098 943/943 F 230,000.00
ZZ
KRENGEL RICHARD 180 229,305.37
1
3764 CROSS CREEK CIRCLE 7.500 2,132.13
66
7.250 2,132.13
350,000.00
SANTA ROSA CA 95403 1 08/10/95
00
5524600195 03 10/01/95
0
5524600195 O 09/01/10
0
1443099 943/943 F 400,000.00
ZZ
PAVLIK FRANTISEK 180 396,191.91
1
787 SUNSHINE DRIVE 7.000 3,595.32
68
6.750 3,595.32
595,000.00
LOS ALTOS CA 94024 1 06/26/95
00
5528200120 05 08/01/95
0
5528200120 O 07/01/10
0
1443100 943/943 F 324,000.00
ZZ
LOBACK ROBERT M 180 323,042.76
1
933 VERNAL AVENUE 7.750 3,049.74
54
7.500 3,049.74
610,000.00
1
MILL VALLEY CA 94941 2 08/14/95
00
5532600156 05 10/01/95
0
5532600156 O 09/01/10
0
1443101 943/943 F 248,000.00
ZZ
BHINGRADIA RAMCHANDR 180 239,771.74
1
3936 WEST ARTHUR AVENUE 7.625 2,316.65
56
7.375 2,316.65
450,000.00
LINCOLNWOOD IL 60645 1 07/31/95
00
5535000194 05 09/01/95
0
5535000194 O 08/01/10
0
1443102 943/943 F 290,000.00
ZZ
LECHICH ROBERT L 180 282,371.93
1
76 OLD EASTON TURNPIKE 7.625 2,708.98
58
7.375 2,708.98
500,000.00
WESTON CT 06883 1 06/29/95
00
5542800105 05 08/01/95
0
5542800105 O 07/01/10
0
1443103 943/943 F 230,000.00
ZZ
WILLIAMS BARRY T 180 228,575.69
1
19 ROCKLAND PLACE 7.250 2,099.59
53
7.000 2,099.59
439,000.00
OLD GREENWICH CT 06831 1 07/27/95
00
5542800118 05 09/01/95
0
5542800118 O 08/01/10
0
1443105 943/943 F 230,000.00
ZZ
LYDAY CHARLES E 180 229,320.48
1
2840 NW BANYAN BOULEVARD CIRCL 7.750 2,164.94
77
7.500 2,164.94
300,000.00
BOCA RATON FL 33431 2 08/18/95
00
5545600126 03 10/01/95
0
5545600126 O 09/01/10
0
1443106 943/943 F 275,000.00
ZZ
MENDE LEONARD 180 272,465.42
1
7674 LA CONICHE CIRCLE 7.375 2,529.79
76
7.125 2,529.79
362,000.00
BOCA RATON FL 33433 1 06/12/95
00
5545800110 03 08/01/95
0
5545800110 O 07/01/10
0
1
1443108 943/943 F 370,000.00
ZZ
SCHOETTLE ROBERT C 180 366,552.71
1
876 CARMEL AVE 7.250 3,377.60
75
7.000 3,377.60
493,500.00
LOS ALTOS CA 94022 5 06/29/95
00
5550800133 05 08/01/95
0
5550800133 O 07/01/10
0
1443109 943/728 F 300,000.00
ZZ
MCNAMARA JR. WILLIAM P 180 298,121.94
1
1149 CHATSWORTH PLACE DRIVE 7.125 2,717.50
47
6.875 2,717.50
650,000.00
TOWN AND COUNTR MO 63011 1 07/07/95
00
0380210543 03 09/01/95
0
5050003795 O 08/01/10
0
1443110 943/728 F 48,350.00
T
WILLIAMS JACQUELINL 180 47,679.62
1
221 HORSESHOE ROAD 8.625 479.68
75
8.375 479.68
64,500.00
ROCKINGHAM NC 28379 1 04/10/95
00
0380210568 05 06/01/95
0
5050002737 O 05/01/10
0
1443111 943/728 F 294,650.00
ZZ
MILLER WILLIAM B 180 292,922.41
1
2040 GLENVIEW DRIVE 7.875 2,794.61
61
7.625 2,794.61
485,000.00
LAS VEGAS NV 89134 2 07/12/95
00
0380210576 03 09/01/95
0
5050004681 O 08/01/10
0
1443112 943/728 F 217,000.00
ZZ
PAIGE JR. RALPH E 180 215,641.54
1
248 RUSHLEY WAY 7.125 1,965.66
46
6.875 1,965.66
472,000.00
MEDIA PA 19063 2 07/21/95
00
0380214180 05 09/01/95
0
5050004869 O 08/01/10
0
1443113 943/728 F 400,000.00
ZZ
SNYDER JOHN R 180 397,440.99
1
1
234 BRISTOL ROAD 6.875 3,567.42
72
6.625 3,567.42
561,500.00
WELLESLEY MA 02181 1 07/28/95
00
0380210618 05 09/01/95
0
5050005468 O 08/01/10
0
1443114 943/728 F 266,000.00
ZZ
THEILE RICHARD M 180 265,169.86
1
1 OLD BREWERY ROAD 7.125 2,409.52
36
6.875 2,409.52
750,000.00
TELLURIDE CO 81435 2 08/04/95
00
0380210634 05 10/01/95
0
5050005484 O 09/01/10
0
1443115 943/728 F 342,000.00
ZZ
MEINHOLDT VIRGIL L 180 340,944.25
1
10781 CEDAR NILES CIRCLE 7.250 3,122.00
71
7.000 3,122.00
485,000.00
OLATHE KS 66061 2 08/04/95
00
0380210642 03 10/01/95
0
5050005621 O 09/01/10
0
1443116 943/728 F 257,500.00
ZZ
MURRAY BRENT W 180 256,496.20
1
1311 RUBY WAY 7.625 2,405.39
77
7.375 2,405.39
335,000.00
LONGMONT CO 80501 2 08/10/95
00
0380210659 05 10/01/95
0
5050006100 O 09/01/10
0
1443117 943/728 F 258,950.00
ZZ
HEWLETT PATRICIA C 180 258,159.31
1
1407 BARRINGTON DRIVE 7.375 2,382.15
80
7.125 2,382.15
323,730.00
COPPELL TX 75019 1 08/14/95
00
0380211202 03 10/01/95
0
5050006626 O 09/01/10
0
1443119 943/728 F 305,000.00
ZZ
MALHANI MANOOCHER 120 295,021.08
1
47570 COLDSPRING PLACE 8.750 3,822.47
77
8.500 3,822.47
400,000.00
STERLING VA 22170 2 05/25/95
00
0380210691 03 07/01/95
0
1
5080020922 O 06/01/05
0
1443120 943/728 F 313,750.00
ZZ
WILLIS C K 180 310,981.54
1
4501 KENBRIDGE DR 7.875 2,975.77
73
7.625 2,975.77
430,000.00
GREENSBORO NC 27410 2 06/20/95
00
0380210717 05 08/01/95
0
5080021356 O 07/01/10
0
1443121 943/728 F 255,000.00
ZZ
ARCHER BRIAN S 180 252,749.98
1
186 TIDEWATER ROAD 7.875 2,418.55
75
7.625 2,418.55
340,000.00
HATTIESBURG MS 39402 2 06/27/95
00
0380210725 03 08/01/95
0
5080021786 O 07/01/10
0
1443122 943/728 F 515,000.00
ZZ
MALLICK SALEEM H 180 501,635.29
1
6123 WOODLAND DRIVE 8.500 5,071.41
60
8.250 5,071.41
860,000.00
DALLAS TX 75225 2 06/09/95
00
0380210741 05 08/01/95
0
5080021816 O 07/01/10
0
1443123 943/728 F 340,000.00
ZZ
SCHMITT RICHARD A 180 331,967.15
1
9400 DUNES COVE DRIVE 7.875 3,224.73
80
7.625 3,224.73
425,000.00
MYRTLE BEACH SC 29577 1 06/15/95
00
0380210758 05 08/01/95
0
5080021847 O 07/01/10
0
1443124 943/728 F 455,450.00
ZZ
WAINER ROBERT A 180 452,690.39
1
7 LOCH RIDGE COURT 7.500 4,222.08
61
7.250 4,222.08
750,000.00
GREENSBORO NC 27408 2 07/11/95
00
0380210782 03 09/01/95
0
5080021975 O 08/01/10
0
1
1443125 943/728 F 450,000.00
ZZ
STEVENS WILLIAM F 180 447,361.57
1
254 CHASTAIN COMMONS 7.875 4,268.03
69
7.625 4,268.03
660,000.00
ATLANTA GA 30342 1 07/14/95
00
0380210808 05 09/01/95
0
5080022094 O 08/01/10
0
1443126 943/728 F 365,000.00
ZZ
KOHLER CRAIG S 180 363,921.63
1
1932 BURR OAK DRIVE 7.750 3,435.66
63
7.500 3,435.66
585,000.00
GLENVIEW IL 60025 2 08/16/95
00
0380210816 05 10/01/95
0
5080022344 O 09/01/10
0
1443127 943/728 F 285,750.00
ZZ
ANZIANO JOE 180 283,039.37
1
5415 HOYLAKE COURT 7.375 2,628.68
85
7.125 2,628.68
340,000.00
DULUTH GA 30136 1 06/16/95
04
0380210832 03 08/01/95
25
5080022362 O 07/01/10
0
1443128 943/728 F 240,000.00
ZZ
PIKE GARY M 180 238,481.19
1
1388 BRENTFORD COVE 7.000 2,157.19
80
6.750 2,157.19
300,000.00
SNELLVILLE GA 30278 2 07/21/95
00
0380210840 05 09/01/95
0
5080022416 O 08/01/10
0
1443129 943/728 F 250,000.00
ZZ
SWACK MICHAEL E 180 248,400.73
1
97 CEDAR STREET 6.875 2,229.64
68
6.625 2,229.64
370,500.00
LEXINGTON MA 02173 1 07/06/95
00
0380210865 05 09/01/95
0
5080022427 O 08/01/10
0
1443130 943/728 F 220,700.00
ZZ
GRICE DAVID E 180 220,003.70
1
27 PEACH KNOB DR 7.000 1,983.72
70
6.750 1,983.72
318,000.00
1
ASHEVILLE NC 28804 2 08/14/95
00
0380210899 05 10/01/95
0
5080022439 O 09/01/10
0
1443131 943/728 F 300,000.00
ZZ
RICHARDSON III H S 180 297,352.91
1
1944 EUCALYPTUS HILL ROAD 7.875 2,845.35
47
7.625 2,845.35
650,000.00
SANTA BARBARA CA 93108 1 06/06/95
00
0380210923 05 08/01/95
0
5080022495 O 07/01/10
0
1443132 943/728 F 289,600.00
ZZ
TIDWELL JIMMY R 180 287,787.04
1
20802 EASTPOINT DR 7.125 2,623.29
80
6.875 2,623.29
362,000.00
DAVIDSON NC 28036 1 07/25/95
00
0380210931 05 09/01/95
0
5080022505 O 08/01/10
0
1443133 943/728 F 325,000.00
ZZ
HANNAHS JR. GERALD E 174 320,655.33
1
17710 LEATHA ROAD 7.500 3,069.29
65
7.250 3,069.29
500,000.00
LITTLE ROCK AR 72211 2 06/01/95
00
0380210956 05 07/01/95
0
5080022630 O 12/01/09
0
1443134 943/728 F 280,000.00
ZZ
OSWALT KENNETH E 180 277,391.27
1
436 KINGSFORD RD 7.250 2,556.02
77
7.000 2,556.02
365,000.00
FAYETTEVILLE NC 28314 2 06/30/95
00
0380210980 05 08/01/95
0
5080022754 O 07/01/10
0
1443135 943/728 F 275,000.00
ZZ
BOGARD JR. WARREN C 180 272,465.46
1
LOT 49-332 LONG RIDGE LANE 7.375 2,529.79
70
7.125 2,529.79
395,000.00
EXTON PA 19341 1 06/23/95
00
0380210998 03 08/01/95
0
5080022828 O 07/01/10
0
1
1443136 943/728 F 486,000.00
ZZ
ELLIS DAVID A 180 481,471.92
1
MEMMINGER COURT 7.250 4,436.52
75
7.000 4,436.52
650,000.00
HENDERSONVILLE NC 28739 4 06/23/95
00
0380211004 05 08/01/95
0
5080023026 O 07/01/10
0
1443137 943/728 F 225,000.00
ZZ
WILCOX DAVID K 180 222,903.66
1
3900 SOUTH MALLARD LANE 7.250 2,053.94
77
7.000 2,053.94
295,310.00
DOYLESTOWN PA 18901 1 06/21/95
00
0380211012 05 08/01/95
0
5080023165 O 07/01/10
0
1443138 943/728 F 365,000.00
ZZ
POST GARY J 180 362,836.30
1
108 BAY VIEW DRIVE 7.750 3,435.66
49
7.500 3,435.66
750,000.00
JAMESTOWN RI 02835 2 07/14/95
00
0380214222 05 09/01/95
0
5080023552 O 08/01/10
0
1443139 943/728 F 267,200.00
ZZ
TAGA TIMOTHY M 180 264,185.82
1
610 REDSTONE DRIVE 7.125 2,420.38
80
6.875 2,420.38
335,000.00
BROOMFIELD CO 80020 2 06/30/95
00
0380211020 05 08/01/95
0
5080023609 O 07/01/10
0
1443140 943/728 F 266,000.00
ZZ
GILLESPIE WILLIAM A 180 264,370.60
1
7609 RAINWATER ROAD 7.375 2,447.00
75
7.125 2,447.00
358,000.00
RALEIGH NC 27615 2 07/19/95
00
0380211053 05 09/01/95
0
5080023627 O 08/01/10
0
1443141 943/728 F 413,050.00
ZZ
FARIAS ROBERT H 180 410,519.85
1
1
513 SUNRISE TRAIL 7.375 3,799.74
59
7.125 3,799.74
700,000.00
DRIPPING SPRING TX 78620 2 07/26/95
00
0380211079 05 09/01/95
0
5080024569 O 08/01/10
0
1443142 943/728 F 399,000.00
ZZ
KIMZEY RONALD R 180 397,794.97
1
3196 POWERS FORD 7.500 3,698.78
80
7.250 3,698.78
499,000.00
MARIETTA GA 30067 1 08/15/95
00
0380211095 05 10/01/95
0
5080024641 O 09/01/10
0
1443143 943/728 F 64,100.00
ZZ
GOODIN LORI B 180 63,899.95
1
254 CHEROKEE TRAIL 7.125 580.64
95
6.875 580.64
67,500.00
SEYMOUR TN 37865 1 08/07/95
14
0380211103 05 10/01/95
30
5080025087 O 09/01/10
0
1443144 943/728 F 272,000.00
ZZ
JOHNSON, JR HUGH L 180 271,196.39
1
525 MEADOWS CREEK DR 7.750 2,560.28
73
7.500 2,560.28
374,000.00
ALPHARETTA GA 30202 1 08/07/95
00
0380219296 03 10/01/95
0
5080025330 O 09/01/10
0
1443148 943/728 F 293,000.00
ZZ
VARADARAJAN DODDAGADDR 180 291,228.36
1
1050 CASTLETON WAY 8.375 2,863.86
85
8.125 2,863.86
348,000.00
SUNNYVALE CA 94087 2 07/06/95
14
0380214453 05 09/01/95
17
5090008703 O 08/01/10
0
1443149 943/728 F 287,500.00
T
ROSSI ALBERT 180 285,832.80
1
134 RIDGE WAY 8.000 2,747.50
69
7.750 2,747.50
417,000.00
MAMMOTH LAKES CA 93546 2 07/13/95
00
0380210881 05 09/01/95
0
1
5090009269 O 08/01/10
0
1443150 943/728 F 300,000.00
ZZ
KOENIG SAMUEL I 180 298,101.50
2
1217 OCEAN PARKWAY 7.000 2,696.49
72
6.750 2,696.49
420,000.00
BROOKLYN NY 11230 1 07/12/95
00
0380214255 05 09/01/95
0
5090009538 O 08/01/10
0
1443151 943/728 F 224,000.00
ZZ
DOWNEY DENISE 180 222,686.64
1
96 GREENWAY ROAD 7.875 2,124.53
80
7.625 2,124.53
280,000.00
GLEN ROCK NJ 07452 1 07/14/95
00
0380210907 05 09/01/95
0
5090009660 O 08/01/10
0
1443152 943/728 F 325,000.00
ZZ
VONDERHARR ROBERT L 180 319,756.05
1
1898 E VINTAGE WOODS COURT 7.375 2,989.76
65
7.125 2,989.76
500,000.00
SALT LAKE UT 84117 2 07/03/95
00
0380219320 05 09/01/95
0
5090009830 O 08/01/10
0
1443153 943/728 F 260,000.00
ZZ
ASMAR BASIL 180 258,354.63
1
1370 AVENIDA OFELITA 7.000 2,336.96
80
6.750 2,336.96
325,000.00
EL CAJON CA 92019 1 07/31/95
00
0380210949 05 09/01/95
0
5090009862 O 08/01/10
0
1443154 943/728 F 354,000.00
ZZ
HURLEY DONALD B 180 351,901.51
1
6500 DEIDRE TERRACE 7.750 3,332.12
56
7.500 3,332.12
634,000.00
MCLEAN VA 22101 2 07/03/95
00
0380210972 05 09/01/95
0
5090010684 O 08/01/10
0
1
1443155 943/728 F 440,000.00
ZZ
OLIVER PETER T 180 438,572.17
1
1009 BISHOP 7.375 4,047.67
80
7.125 4,047.67
550,000.00
GROSSE PTE. PAR MI 48236 1 08/15/95
00
0380211046 05 10/01/95
0
5090010687 O 09/01/10
0
1443156 943/728 F 580,000.00
ZZ
BERLIN JAN 180 576,255.41
1
2846 CRYSTAL RIDGE ROAD 8.125 5,584.72
80
7.875 5,584.72
725,000.00
ENCINITAS CA 92024 2 07/19/95
00
0380219346 05 09/01/95
0
5090010801 O 08/01/10
0
1443158 943/728 F 300,000.00
ZZ
UYENO RANDALL J 180 299,053.51
1
2127 EAST LAKE SAMMAMISH PL SE 7.000 2,696.49
60
6.750 2,696.49
500,000.00
ISSAQUAH WA 98027 2 08/06/95
00
0380211111 05 10/01/95
0
5090011112 O 09/01/10
0
1443159 943/728 F 268,800.00
ZZ
WATSON JAMES L 180 267,258.34
1
5900 OAK FOREST ROAD 8.125 2,588.23
80
7.875 2,588.23
340,000.00
EDMOND OK 73003 1 08/01/95
00
0380211129 03 09/01/95
0
5090011263 O 08/01/10
0
1443160 943/728 F 350,000.00
ZZ
CRUM DONALD 180 348,988.54
1
2230 KEEVER COURT 8.000 3,344.79
79
7.750 3,344.79
445,000.00
RENO NV 89509 1 08/31/95
00
0380211137 05 10/01/95
0
5090011955 O 09/01/10
0
1443161 943/728 F 234,000.00
T
FRANCK WALTER B 180 233,338.62
1
1074 TILLER DRIVE 8.250 2,270.13
67
8.000 2,270.13
350,000.00
1
INCLINE VILLAGE NV 89451 2 08/15/95
00
0380211145 05 10/01/95
0
5090011969 O 09/01/10
0
1443162 943/728 F 330,000.00
ZZ
WILLIAMS KEVIN L 180 328,000.00
1
25661 PACIFIC HILLS 8.000 3,153.66
80
7.750 3,153.66
413,000.00
MISSION VIEJO CA 92692 2 08/25/95
00
0380211152 03 10/01/95
0
5090012266 O 09/01/10
0
1443163 943/728 F 260,000.00
ZZ
RYLEY FREDERICKG 180 258,414.21
1
2104 EAGLEPATH CIRCLE 7.500 2,410.24
80
7.250 2,410.24
325,000.00
HENDERSON NV 89014 1 07/27/95
00
0380211160 03 09/01/95
0
5531000351 O 08/01/10
0
1443164 943/728 F 244,800.00
ZZ
MORLAN PHILIP L 180 243,332.85
1
1743 BIG HORN BASIN 7.625 2,286.75
80
7.375 2,286.75
309,000.00
BALLWIN MO 63011 2 07/07/95
00
0380211178 03 09/01/95
0
5531500229 O 08/01/10
0
1443180 074/728 F 520,000.00
ZZ
POLCE VICTOR M 180 518,446.69
1
4 HOVERMAN RD 7.625 4,857.48
79
7.375 4,857.48
666,500.00
OLD TAPPAN NJ 07675 5 08/01/95
00
0380212374 05 10/01/95
0
1102077565 O 09/01/10
0
1443184 074/728 F 400,000.00
ZZ
BRANCATO CECILIA A 180 397,628.81
1
108 8TH AVENUE 7.750 3,765.11
40
7.500 3,765.11
1,000,000.00
BROOKLYN NY 11215 1 07/14/95
00
0380222118 07 09/01/95
0
1112013412 O 08/01/10
0
1
1443185 074/728 F 368,000.00
ZZ
SHAW RONALD 180 362,611.29
1
150 WEST 56TH STREET APT 4201 8.000 3,516.80
80
7.750 3,516.80
460,000.00
NEW YORK NY 10019 1 04/28/95
00
0380222084 06 06/01/95
0
1112017333 O 05/01/10
0
1443186 074/728 F 219,000.00
ZZ
JOHNSON GARY T 180 217,673.05
1
20 HILLMONT TERRACE 7.500 2,030.16
69
7.250 2,030.16
320,000.00
COLTS NECK NJ 07722 2 07/13/95
00
0380212051 05 09/01/95
0
1112021090 O 08/01/10
0
1443187 074/728 F 350,000.00
ZZ
NUNES KENNETH 180 348,014.69
1
70 SEARINGTOWN ROAD 8.250 3,395.49
75
8.000 3,395.49
470,000.00
SEARINGTOWN NY 11507 1 07/13/95
00
0380212044 05 09/01/95
0
1112022151 O 08/01/10
0
1443189 074/728 F 240,000.00
T
VALGER ALEXANDER 180 238,513.76
1
43 WEST 61ST STREET UNIT 16L 7.250 2,190.88
67
7.000 2,190.88
360,000.00
NEW YORK NY 10023 1 07/31/95
00
0380212382 06 09/01/95
0
1112024124 O 08/01/10
0
1443191 074/728 F 268,000.00
ZZ
WALSH PAUL D 180 267,181.68
1
15 HAGGERS LANE 7.375 2,465.40
80
7.125 2,465.40
335,000.00
FAIR HAVEN NJ 07704 1 08/02/95
00
0380219825 05 10/01/95
0
1112025794 O 09/01/10
0
1443193 074/728 F 320,000.00
ZZ
LOUCAS ANTHONY G 180 318,103.05
1
1
35 BONNIE BRIAR LANE 7.750 3,012.09
36
7.500 3,012.09
900,000.00
LARCHMONT NY 10538 2 07/21/95
00
0380219833 05 09/01/95
0
1112025998 O 08/01/10
0
1443194 074/728 F 345,000.00
ZZ
MASSAT SERGE J 180 342,886.67
1
391 BEECHMONT DRIVE 7.375 3,173.74
75
7.125 3,173.74
460,000.00
NEW ROCHELLE NY 10804 1 07/28/95
00
0380222035 05 09/01/95
0
1112026425 O 08/01/10
0
1443195 074/728 F 284,000.00
ZZ
RUBIN JULIAN 180 283,160.94
1
272 ELL ROAD 7.750 2,673.23
80
7.500 2,673.23
355,000.00
HILLSDALE NJ 07642 2 08/14/95
00
0380213406 05 10/01/95
0
1112026800 O 09/01/10
0
1443196 074/728 F 280,700.00
ZZ
VON GLAHN DREW D 180 279,823.99
1
135 CREST ROAD 7.125 2,542.67
64
6.875 2,542.67
440,000.00
RIDGEWOOD NJ 07450 2 08/07/95
00
0380219817 05 10/01/95
0
1112028056 O 09/01/10
0
1443197 074/728 F 310,100.00
ZZ
BRADWELL JERE L 180 308,261.74
1
3538 AQUETONG RD 7.750 2,918.90
70
7.500 2,918.90
443,000.00
SOLEBURY PA 18938 2 07/26/95
00
0380217191 05 09/01/95
0
1175030471 O 08/01/10
0
1443198 074/728 F 224,000.00
ZZ
ROSEN GARY 180 223,338.21
1
1027 PEPPER RIDGE TERRACE 7.750 2,108.46
80
7.500 2,108.46
280,000.00
BOCA RATON FL 33434 1 08/04/95
00
0380214933 03 10/01/95
0
1
1302009900 O 09/01/10
0
1443199 074/728 F 680,000.00
ZZ
WARSHALL STEVEN L 180 676,013.04
1
107 EBBTIDE DRIVE 7.875 6,449.46
62
7.625 6,449.46
1,100,000.00
NORTH PALM BEAC FL 33408 2 07/24/95
00
0380209578 05 09/01/95
0
1303008583 O 08/01/10
0
1443200 074/728 F 250,000.00
ZZ
KASKEY TIM W 180 249,253.22
1
423 SW 93RD ST 7.625 2,335.32
63
7.375 2,335.32
400,000.00
GAINESVILLE FL 32607 1 08/15/95
00
0380215336 05 10/01/95
0
1322005899 O 09/01/10
0
1443201 074/728 F 389,000.00
ZZ
EDMUNDS ROBERT C 180 387,838.00
1
5417 NW 67TH STREET 7.625 3,633.77
67
7.375 3,633.77
589,000.00
GAINESVILLE FL 32653 1 08/18/95
00
0380214941 05 10/01/95
0
1322006880 O 09/01/10
0
1443202 074/728 F 290,000.00
ZZ
KYLE FRANK R 180 288,242.85
1
4323 ESTES ROAD 7.500 2,688.34
73
7.250 2,688.34
400,000.00
NASHVILLE TN 37215 2 07/18/95
00
0380212036 05 09/01/95
0
1341010739 O 08/01/10
0
1443203 074/728 F 250,000.00
ZZ
HEENAN RICHARD J 180 248,468.61
1
7045 POLO HILL 7.375 2,299.81
77
7.125 2,299.81
325,000.00
CUMMING GA 30130 5 07/26/95
00
0380212010 03 09/01/95
0
1371109278 O 08/01/10
0
1
1443204 074/728 F 130,000.00
ZZ
NEGLIA SCOTT E 180 129,624.32
1
4 SCOTT COURT 8.000 1,242.35
32
7.750 1,242.35
415,000.00
FORT SALONGA NY 11768 1 08/03/95
00
0380223116 05 10/01/95
0
1500032870 O 09/01/10
0
1443205 074/728 F 240,000.00
ZZ
KNAPP JOHN A 180 238,592.84
1
635 PARRISH ROAD 7.875 2,276.28
80
7.625 2,276.28
300,000.00
SWARTHMORE PA 19081 5 06/27/95
00
0380218710 05 09/01/95
0
1500078509 O 08/01/10
0
1443206 074/728 F 217,600.00
ZZ
ZEGAR EUGENE 180 215,490.19
1
414 TRIO LANE 7.875 2,063.83
80
7.625 2,063.83
272,000.00
WEST CHESTER PA 19380 1 06/28/95
00
0380214867 05 08/01/95
0
1500079705 O 07/01/10
0
1443207 074/728 F 243,000.00
ZZ
SESSUMS JOEY K 180 241,543.63
1
514 WEST CHIPPEWA STREET 7.625 2,269.94
81
7.375 2,269.94
300,000.00
BROOKHAVEN MS 39601 2 07/21/95
10
0380217241 05 09/01/95
25
1503051611 O 08/01/10
0
1443208 074/728 F 268,400.00
ZZ
BAUMGART BRADLEY J 180 266,808.90
1
9980 HEMLOCK 7.750 2,526.39
80
7.500 2,526.39
335,500.00
OVERLAND PA KS 66212 1 07/20/95
00
0380212002 05 09/01/95
0
1505027800 O 08/01/10
0
1443209 074/728 F 318,000.00
ZZ
DAVIDSON RICHARD D 180 315,163.23
1
101 HIDDEN VALLEY 7.750 2,993.26
80
7.500 2,993.26
397,550.00
1
JOPLIN MO 64804 2 06/09/95
00
0380211996 05 08/01/95
0
1505029260 O 07/01/10
0
1443210 074/728 F 250,000.00
ZZ
BARTH LARRY G 180 247,769.83
1
3125 COUNTY ROAD 241 7.750 2,353.19
57
7.500 2,353.19
440,000.00
NEW CASTLE CO 81647 1 06/28/95
00
0380209404 05 08/01/95
0
1506034302 O 07/01/10
0
1443211 074/728 F 215,000.00
ZZ
SMITH COLE S 180 213,102.90
1
1585 SARATOGA COURT 7.875 2,039.17
69
7.625 2,039.17
315,000.00
MINDEN NV 89423 2 06/26/95
00
0380211962 05 08/01/95
0
1506035430 O 07/01/10
0
1443212 074/728 F 337,500.00
ZZ
LASNETSKE JOHN C 180 336,513.82
1
7814 CRESCENT BEACH ROAD 7.875 3,201.02
90
7.625 3,201.02
375,000.00
VAUGHN WA 98394 1 08/03/95
10
0380211970 05 10/01/95
25
1506036079 O 09/01/10
0
1443213 074/728 F 282,400.00
ZZ
PAZIK THOMAS J 180 280,780.34
1
361 WYNDHAM AVENUE 8.125 2,719.18
80
7.875 2,719.18
353,000.00
GREELEY CO 80634 1 07/13/95
00
0380217274 05 09/01/95
0
1506036964 O 08/01/10
0
1443214 074/728 F 249,600.00
ZZ
MARCHANT GRANT H 180 248,152.57
1
3196 EAST FUR HOLLOW DRIVE 8.000 2,385.31
80
7.750 2,385.31
312,000.00
SANDY UT 84092 1 08/01/95
00
0380217282 05 09/01/95
0
1506037129 O 08/01/10
0
1
1443215 074/728 F 212,000.00
ZZ
CHUNG YONG M 180 210,229.58
1
737 BOWCREEK DRIVE 8.500 2,087.65
74
8.250 2,087.65
290,000.00
DIAMOND BAR CA 91765 2 06/20/95
00
0380218744 05 08/01/95
0
1507034840 O 07/01/10
0
1443216 074/728 F 400,000.00
ZZ
BIEDERMANN III HERBERT 180 398,791.95
1
1481 BUTLER DRIVE 7.500 3,708.05
79
TOM GREEN COUNTY 7.250 3,708.05
510,000.00
SAN ANGELO TX 76904 2 08/22/95
00
0380209230 05 10/01/95
0
1507034851 O 09/01/10
0
1443217 074/728 F 262,500.00
ZZ
BARKER WILLIAM D 180 258,434.13
1
9117 MC INNES BLVD 7.875 2,489.68
75
7.625 2,489.68
350,000.00
BAKERSFIELD CA 93311 5 07/21/95
00
0380217316 05 09/01/95
0
1507043885 O 08/01/10
0
1443218 074/728 F 250,000.00
ZZ
WEBER JR JOHN W 180 249,261.39
1
533 MERCER STREET 7.750 2,353.19
44
7.500 2,353.19
575,000.00
PRINCETON NJ 08540 2 08/23/95
00
0380211947 05 10/01/95
0
1509005639 O 09/01/10
0
1443219 074/728 F 288,000.00
ZZ
CORPORRON RODNEY J 180 285,430.83
1
59 HARBOR VIEW DRIVE 7.750 2,710.88
78
7.500 2,710.88
370,000.00
SUGAR LAND TX 77479 4 06/21/95
00
0380211939 03 08/01/95
0
1509911224 O 07/01/10
0
1443220 074/728 F 250,000.00
ZZ
MCNEILL DOUGLAS W 180 249,285.50
1
1
112 PLANTATION CIRCLE 8.125 2,407.21
34
7.875 2,407.21
740,000.00
PONTE VEDRA BEA FL 32082 4 08/04/95
00
0380214875 03 10/01/95
0
1510005126 O 09/01/10
0
1443221 074/728 F 268,000.00
ZZ
SWEAZY ROBERT G 180 266,428.66
1
3306 LEMONS MILL ROAD 7.875 2,541.85
65
7.625 2,541.85
415,000.00
LEXINGTON KY 40511 2 07/14/95
00
0380220609 05 09/01/95
0
1510012201 O 08/01/10
0
1443222 074/728 F 242,000.00
ZZ
DEVINE JOHN P 180 241,308.36
1
2803 LAKEWOOD DRIVE 8.125 2,330.18
76
7.875 2,330.18
320,200.00
MANHATTAN KS 66502 2 08/11/95
00
0380211988 05 10/01/95
0
1510012609 O 09/01/10
0
1443223 074/728 F 307,500.00
ZZ
MCROY EDWARD 180 306,630.88
1
1485 W ISLAND CIRCLE 8.250 2,983.18
75
8.000 2,983.18
410,000.00
CHANDLER AZ 85248 5 08/24/95
00
0380211954 03 10/01/95
0
1510018467 O 09/01/10
0
1443224 074/728 F 350,000.00
ZZ
MAHON JAMES J 180 347,947.88
1
33 JUNIPER WAY 7.875 3,319.58
64
7.625 3,319.58
550,000.00
MORAGA CA 94556 2 07/12/95
00
0380209628 05 09/01/95
0
1561298305 O 08/01/10
0
1443225 074/728 F 499,000.00
ZZ
GALE RICHARD M 180 497,557.96
1
317 DIAMOND COURT 8.000 4,768.71
80
7.750 4,768.71
623,750.00
PLEASANTON CA 94566 1 08/09/95
00
0380215302 05 10/01/95
0
1
1561303937 O 09/01/10
0
1443226 074/728 F 350,000.00
ZZ
JETTON J B 180 346,867.91
1
9033 REALES 7.500 3,244.55
64
7.250 3,244.55
550,000.00
RANCHO CUCAMONG CA 91737 2 07/17/95
00
0380218728 05 09/01/95
0
1562127396 O 08/01/10
0
1443227 074/728 F 350,000.00
ZZ
ASATRYAN GAGIK 180 348,965.95
1
1733 HIAWATHA DRIVE 7.750 3,294.47
56
7.500 3,294.47
625,000.00
GLENDALE CA 91208 2 08/02/95
00
0380209552 05 10/01/95
0
1562128548 O 09/01/10
0
1443229 074/728 F 253,600.00
ZZ
TERRY-GRAY J B 180 252,850.75
1
24300 S.W. ROSA ROAD 7.750 2,387.08
80
7.500 2,387.08
317,000.00
HILLSBORO OR 97123 1 08/03/95
00
0380214495 05 10/01/95
0
1575009520 O 09/01/10
0
1443230 074/728 F 288,000.00
ZZ
COLLINS M J 180 286,311.40
1
7871 YORKSHIRE DRIVE 7.875 2,731.54
80
7.625 2,731.54
360,000.00
CASTLE ROCK CO 80104 5 07/25/95
00
0380218850 03 09/01/95
0
1579010484 O 08/01/10
0
1443231 074/728 F 705,000.00
ZZ
RHOTEN CAREY D 180 701,259.87
1
259 WILD HARBOR ROAD 9.000 7,150.58
75
8.750 7,150.58
940,000.00
NORTH FALMOUTH MA 02556 2 07/31/95
00
0380221680 05 09/01/95
0
1580013785 O 08/01/10
0
1
1443262 369/728 F 244,200.00
ZZ
SAUVAGER LARRY E 180 243,462.48
1
6503 ALEXIS DRIVE 7.500 2,263.77
90
7.250 2,263.77
271,410.00
BOWIE MD 20720 1 08/30/95
12
0380206483 05 10/01/95
25
48169569 O 09/01/10
0
1443319 377/377 F 582,000.00
ZZ
STOLL III JOHN O 180 582,000.00
1
1050 AUTUMN RIDGE DR 7.875 5,519.98
71
7.625 5,519.98
825,000.00
ADA MI 49301 2 09/08/95
00
4576583 05 11/01/95
0
4576583 O 10/01/10
0
1443328 E28/E28 F 315,000.00
ZZ
KOTKIN IRVIN L 180 291,079.70
1
52 GREEN DRIVE 6.000 2,658.15
79
(ROSLYN) 5.800 2,658.15
400,000.00
NORTH HEMPSTEAD NY 11576 6 12/02/93
00
221225683 05 02/01/94
0
221225683 O 01/01/09
0
1443337 E28/E28 F 258,000.00
ZZ
RUSSO FRANK H 180 245,296.96
1
88 REEDSDALE ROAD 8.625 2,559.57
75
8.425 2,559.57
344,100.00
MILTON MA 02186 6 04/22/94
00
221438302 05 06/01/94
0
221438302 O 05/01/09
0
1443344 B73/728 F 650,000.00
ZZ
MAYER THOMAS R 180 648,079.63
1
16171 SANTA BARBARA LANE 7.750 6,118.29
57
7.500 6,118.29
1,150,000.00
HUNTINGTON BEAC CA 92649 2 08/14/95
00
0380206772 03 10/01/95
0
7578333 O 09/01/10
0
1443394 686/686 F 221,250.00
ZZ
WANG MING T 180 221,250.00
1
146-28 BAYSIDE AVENUE 8.840 2,223.06
75
8.590 2,223.06
295,000.00
1
FLUSHING NY 11354 5 09/01/95
00
30816476733 05 11/01/95
0
30816476733 O 10/01/10
0
1443397 686/686 F 235,000.00
ZZ
BECK ROBERT J 180 235,000.00
1
1700 BAYWOOD DRIVE 7.750 2,212.00
55
7.500 2,212.00
430,000.00
SARASOTA FL 34231 1 09/08/95
00
30817159908 05 11/01/95
0
30817159908 O 10/01/10
0
1443398 686/686 F 78,000.00
ZZ
LEVINE MAURICE 180 77,786.80
1
5430 PINE CT 8.625 773.83
61
8.375 773.83
128,500.00
CORAL SPRINGS FL 33067 1 08/31/95
00
30817214513 03 10/01/95
0
30817214513 O 09/01/10
0
1443504 405/405 F 354,400.00
ZZ
MAGEN-DAVID RICKIE 180 353,375.83
1
3513 CONSUELO DRIVE 8.000 3,386.84
70
7.750 3,386.84
506,396.00
CALABASAS CA 91320 1 08/10/95
00
0003715216 05 10/01/95
0
0003715216 O 09/01/10
0
1443535 405/405 F 74,000.00
ZZ
SHAGHAGHI AFSHIN 180 73,382.02
1
529 NE 100TH STREET 8.500 728.71
43
8.250 728.71
174,000.00
SEATTLE WA 98125 2 06/06/95
00
0003645793 05 08/01/95
0
0003645793 O 07/01/10
0
1443550 559/728 F 304,000.00
ZZ
MANN CAHRANJITS 180 303,081.88
1
5273 QUASHNICK ROAD 7.500 2,818.12
80
7.250 2,818.12
380,000.00
STOCKTON CA 95212 2 08/30/95
00
0380211699 05 10/01/95
0
0373902 O 09/01/10
0
1
1443561 405/405 F 649,950.00
ZZ
CONE MICHAEL S 180 645,968.67
1
8814 STABLE CREST BLVD 7.375 5,979.05
42
7.125 5,979.05
1,575,000.00
HOUSTON TX 77024 2 07/19/95
00
0003699402 05 09/01/95
0
0003699402 O 08/01/10
0
1443583 405/405 F 108,000.00
ZZ
RANDAZZO CARMINE F 180 107,359.78
1
10314 MOSELLE STREET 7.750 1,016.58
40
7.500 1,016.58
275,000.00
SAN DIEGO CA 92131 2 07/18/95
00
0003694023 05 09/01/95
0
0003694023 O 08/01/10
0
1443585 241/241 F 252,000.00
ZZ
TRAW JOHN M 180 251,263.66
1
9315 E. IMHOFF ROAD 7.875 2,390.09
81
7.625 2,390.09
312,110.00
NORMAN OK 73071 1 08/30/95
01
7154610 05 10/01/95
17
7154610 O 09/01/10
0
1443589 638/728 F 288,750.00
ZZ
SNAPP DOUGLAS N 180 288,750.00
1
1089 EAST BRETON WOODS LANE 7.875 2,738.65
75
7.625 2,738.65
385,000.00
OREM UT 84057 5 09/07/95
00
0380208067 05 11/01/95
0
8506174 O 10/01/10
0
1443590 A13/728 F 230,400.00
ZZ
SIMPSON DEBORAH B 180 229,049.12
1
421 WELLON ROAD 7.875 2,185.23
90
7.625 2,185.23
256,000.00
GILBERT SC 29054 1 07/19/95
10
0380209172 05 09/01/95
25
950031351 O 08/01/10
0
1443599 267/267 F 370,000.00
ZZ
DRAKE PHILIP T 180 370,000.00
1
1
7178 RACHNO LA CIMA DRIVE 7.750 3,482.73
26
7.500 3,482.73
1,450,000.00
RANCHO SANTA FE CA 92067 2 08/31/95
00
4363913 03 11/01/95
0
4363913 O 10/01/10
0
1443608 025/025 F 460,000.00
ZZ
CLAWGES JOSEPH 180 460,000.00
1
1719 SE 13TH STREET 8.000 4,396.00
80
7.750 4,396.00
575,000.00
FORT LAUDERDALE FL 33316 2 08/29/95
00
432579 05 11/01/95
0
432579 O 10/01/10
0
1443736 439/439 F 1,000,000.00
ZZ
PARVER MITCHELL 180 1,000,000.00
1
505 NORTH ELM DRIVE 8.050 9,585.41
63
7.925 9,585.41
1,600,000.00
BEVERLY HILLS CA 90210 2 09/06/95
00
1798302 05 11/01/95
0
1798302 O 10/01/10
0
1443737 439/439 F 276,000.00
ZZ
KRANTZ DAVID O 180 276,000.00
1
1123 CUESTA DRIVE 7.550 2,566.41
77
7.425 2,566.41
360,000.00
MOUNTAIN VIEW CA 94040 2 08/30/95
00
1804750 05 11/01/95
0
1804750 O 10/01/10
0
1443763 686/686 F 80,000.00
ZZ
DI GENIO LAWRENCE J 180 79,769.83
1
483 TULANE COURT 8.050 766.84
26
7.800 766.84
315,000.00
PARAMUS NJ 07652 1 08/31/95
00
30816521595 05 10/01/95
0
30816521595 O 09/01/10
0
1443764 686/686 F 50,000.00
ZZ
SIMMONS JANET L 180 49,855.50
1
1211 N BLAIR AVE 8.000 477.83
58
7.750 477.83
87,000.00
ROYAL OAK MI 48067 5 09/01/95
00
30816570618 05 10/01/95
0
1
30816570618 O 09/01/10
0
1443765 686/686 F 347,000.00
ZZ
AIGES HARVEY W 180 345,992.77
1
5 WOODCLEFT AVENUE 7.950 3,306.11
78
7.700 3,306.11
447,000.00
PORT WASHINGTON NY 11050 1 08/31/95
00
30816951339 05 10/01/95
0
30816951339 O 09/01/10
0
1443766 686/686 F 344,000.00
ZZ
COX WILLIAM P 180 343,005.88
1
10840 SANTA FE DRIVE 8.000 3,287.45
80
7.750 3,287.45
430,000.00
COOPER CITY FL 33026 1 08/30/95
00
30816954481 03 10/01/95
0
30816954481 O 09/01/10
0
1443767 686/686 F 250,000.00
ZZ
RUBIN GREGORY 180 250,000.00
1
10141 NW 59TH COURT 8.050 2,396.36
79
7.800 2,396.36
318,000.00
PARKLAND FL 33076 1 09/01/95
00
30816955280 03 11/01/95
0
30816955280 O 10/01/10
0
1443768 686/686 F 112,500.00
ZZ
CEACER MICHAEL R 180 112,500.00
1
6862 MAGNOLIA LANE 7.900 1,068.63
75
7.650 1,068.63
150,000.00
FORT MYERS FL 33912 1 09/13/95
00
30816964332 05 11/01/95
0
30816964332 O 10/01/10
0
1443769 686/686 F 50,000.00
ZZ
ECONOMOPOULOS GEORGE 180 50,000.00
1
86 BARROWS STREET 7.925 475.67
35
7.675 475.67
143,500.00
DEDHAM MA 02026 1 09/15/95
00
30816969091 05 11/01/95
0
30816969091 O 10/01/10
0
1
1443771 686/686 F 250,000.00
ZZ
THOMPSON MARSHALL 180 249,166.67
1
59 HORSE RUN LANE 8.000 2,389.14
79
7.750 2,389.14
316,500.00
CHICO CA 95928 1 08/18/95
00
30816983100 05 10/01/95
0
30816983100 O 09/01/10
0
1443772 686/686 F 75,000.00
ZZ
FAKHAR AKBAR M 180 75,000.00
1
8344 SNOWDEN OAKS PLACE 8.125 722.17
58
7.875 722.17
130,000.00
LAUREL MD 20708 5 08/30/95
00
30816999619 03 11/01/95
0
30816999619 O 10/01/10
0
1443773 686/686 F 45,400.00
ZZ
REDMOND FRANCIS X 180 45,270.53
1
15654 NICOLAI AVENUE 8.150 437.81
70
7.900 437.81
65,000.00
EASTPOINTE MI 48021 2 08/28/95
00
30817046329 05 10/01/95
0
30817046329 O 09/01/10
0
1443774 686/686 F 180,000.00
ZZ
LORD WILLIAM P 180 180,000.00
1
4075 MALAGA AVENUE 8.050 1,725.38
43
7.800 1,725.38
420,000.00
MIAMI FL 33133 5 09/15/95
00
30817152143 05 11/01/95
0
30817152143 O 10/01/10
0
1443775 686/686 F 120,000.00
ZZ
RYAN BARBARA J 180 120,000.00
1
1726 NE 7TH STREET 7.875 1,138.14
54
7.625 1,138.14
225,000.00
FT LAUDERDALE FL 33304 2 09/01/95
00
30817159072 05 11/01/95
0
30817159072 O 10/01/10
0
1443776 686/686 F 115,300.00
ZZ
SABAT CHARLY 180 115,300.00
1
7938 VILLA NOVA DRIVE 8.125 1,110.21
75
7.875 1,110.21
153,750.00
1
BOCA RATON FL 33433 1 09/14/95
00
30817159106 03 11/01/95
0
30817159106 O 10/01/10
0
1443777 686/686 F 56,000.00
ZZ
ANDRADE ANTONIO E 180 56,000.00
1
3959-A COCOPLUM CIRCLE 7.875 531.14
74
7.625 531.14
76,000.00
COCONUT CREEK FL 33063 2 08/29/95
00
30817160609 01 11/01/95
0
30817160609 O 10/01/10
0
1443778 686/686 F 334,000.00
ZZ
MORRIS BARRY M 180 334,000.00
1
3904 DOVE CREEK LANE 7.875 3,167.83
77
7.625 3,167.83
434,000.00
PLANO TX 75093 1 09/12/95
00
30817223365 03 11/01/95
0
30817223365 O 10/01/10
0
1443792 686/686 F 267,300.00
ZZ
DEGROOT ALLEN J 180 267,300.00
1
203 OXFORD HILL LANE 8.025 2,558.32
90
UPPER UWCHLAN TOWNSHIP 7.775 2,558.32
298,000.00
DOWNINGTOWN PA 19335 1 09/22/95
01
30817037039 05 11/01/95
12
30817037039 O 10/01/10
0
1443794 686/686 F 97,500.00
ZZ
PONTES LEONILDO D 180 97,500.00
1
789 WINDTREE WAY 8.050 934.58
75
7.800 934.58
130,000.00
WEST PALM BEACH FL 33414 1 09/22/95
00
30817001605 05 11/01/95
0
30817001605 O 10/01/10
0
1443797 A13/728 F 272,950.00
ZZ
NG KA Y 180 271,349.63
1
4368 STONEVIEW 7.875 2,588.80
80
7.625 2,588.80
341,231.00
WEST BLOOMFIELD MI 48322 1 07/12/95
00
0380220070 01 09/01/95
0
001761303 O 08/01/10
0
1
1443802 077/077 F 220,000.00
ZZ
GINDELBERGER DONALD W 180 220,000.00
1
15836 FAIRBANKS COURT 7.875 2,086.59
80
7.625 2,086.59
275,000.00
GRANGER IN 46530 1 09/11/95
00
41883 05 11/01/95
0
41883 O 10/01/10
0
1443898 450/728 F 125,500.00
ZZ
OVEROM TIMOTHY S 180 124,747.84
1
14024 FRONTIER LANE 7.625 1,172.34
72
7.375 1,172.34
175,000.00
BURNSVILLE MN 55337 2 07/05/95
00
0380208349 05 09/01/95
0
1234 O 08/01/10
0
1443902 450/728 F 343,500.00
ZZ
WALLACH STEVEN B 180 342,451.15
1
5210 NORTH VIA DEL LA GRANJA 7.375 3,159.94
60
7.125 3,159.94
580,000.00
TUCSON AZ 85718 2 08/24/95
00
0380208356 03 10/01/95
0
3872264 O 09/01/10
0
1443905 450/728 F 237,500.00
ZZ
FECHTOR STEPHEN M 180 236,790.55
1
343 S ROOSEVELT AVENUE 7.625 2,218.56
73
7.375 2,218.56
327,500.00
BEXLEY OH 43209 1 08/15/95
00
0380208331 05 10/01/95
0
3871043 O 09/01/10
0
1443930 450/728 F 248,000.00
ZZ
HUMBLE LEWIS N 180 247,283.31
1
1439 KINGS P0INTE 8.000 2,370.02
80
7.750 2,370.02
310,000.00
GRAND BLANC MI 48439 1 08/16/95
00
0380208323 05 10/01/95
0
000176616 O 09/01/10
0
1443947 736/728 F 400,000.00
ZZ
FAWN SHARON Q 180 400,000.00
1
1
1805 IRON RIDGE DRIVE 8.250 3,880.56
57
8.000 3,880.56
711,000.00
LAS VEGAS NV 89117 1 09/11/95
00
0380215369 03 11/01/95
0
448781 O 10/01/10
0
1444073 241/241 F 286,950.00
ZZ
DAVYDOV ABRAM 180 286,950.00
1
6337 SOUTH JAMAICA COURT 7.750 2,700.99
80
7.500 2,700.99
360,000.00
ENGLEWOOD CO 80111 1 09/08/95
00
3007145204 03 11/01/95
0
3007145204 O 10/01/10
0
1444079 051/728 F 100,000.00
ZZ
HERNDON DAVID E 180 100,000.00
1
2304 BEREN LANE 7.500 927.01
68
7.250 927.01
148,000.00
WESTMINSTER MD 21157 2 09/12/95
00
0380216268 03 11/01/95
0
30101277 O 10/01/10
0
1444088 559/728 F 400,000.00
ZZ
HINTZ JOHN W 180 400,000.00
1
1994 WEST BRISTLECONE COURT 8.250 3,880.57
80
8.000 3,880.57
503,000.00
SANTA ROSA CA 95403 2 08/30/95
00
0380219288 03 11/01/95
0
0366690 O 10/01/10
0
1444093 721/728 F 270,000.00
ZZ
SMETS STEVEN 180 269,193.48
1
90 CIRCLE DRIVE 7.625 2,522.15
80
7.375 2,522.15
337,500.00
BUFFALO GROVE IL 60089 2 08/24/95
00
0380213562 05 10/01/95
0
9918743 O 09/01/10
0
1444122 241/241 F 390,900.00
ZZ
KIM TAE H 180 390,900.00
1
5821 BENT TWIG ROAD 8.250 3,792.28
76
8.000 3,792.28
515,000.00
MCLEAN VA 22101 2 08/28/95
00
3007151947 05 11/01/95
0
1
3007151947 O 10/01/10
0
1444131 721/728 F 600,000.00
ZZ
TREISTER MICHAEL R 180 598,127.51
1
76 WEST ROAD 7.125 5,434.99
53
DUNE ACRES 6.875 5,434.99
1,133,550.00
CHESTERTON IN 46304 1 08/31/95
00
0380213505 05 10/01/95
0
9918756 O 09/01/10
0
1444134 721/728 F 500,000.00
ZZ
HANSON JOHN N 180 498,506.43
1
4015 WEST CANTERBURY COURT 7.625 4,670.65
57
7.375 4,670.65
890,000.00
MEQUON WI 53092 1 09/01/95
00
0380213521 03 10/01/95
0
9922027 O 09/01/10
0
1444146 439/439 F 293,000.00
ZZ
FOWLER WAYNE D 180 293,000.00
1
733 SANTA RITA AVENUE 7.650 2,741.19
37
7.525 2,741.19
800,000.00
LOS ALTOS CA 94022 5 09/07/95
00
1805428 05 11/01/95
0
1805428 O 10/01/10
0
1444156 E28/E28 F 258,800.00
ZZ
CALLOWAY STEPHEN M 180 236,369.69
1
112 BIRKHAVEN DRIVE 6.750 2,290.15
75
6.550 2,290.15
347,000.00
CARY NC 27511 2 08/18/93
00
220984355 03 10/01/93
0
220984355 O 09/01/08
0
1444195 E28/E28 F 237,000.00
ZZ
CONNELL VICTOR E 120 200,466.96
1
3506 MOORGATE DRIVE 7.125 2,767.06
73
6.925 2,767.06
327,000.00
MARIETTA GA 30062 6 08/19/93
00
220987663 03 10/01/93
0
220987663 O 09/01/03
0
1
1444200 E28/E28 F 356,000.00
ZZ
LUM WAYNE G 180 327,355.58
1
80 COUNTRY CLUB DRIVE 6.500 3,101.14
80
6.300 3,101.14
445,000.00
SAN FRANCISCO CA 94132 6 10/08/93
00
221107253 05 12/01/93
0
221107253 O 11/01/08
0
1444221 E28/E28 F 371,000.00
ZZ
BUTLER FRANCIS A 180 344,139.60
1
85 GOLFVIEW DRIVE 7.250 3,386.72
77
7.050 3,386.72
485,095.00
IVYLAND PA 18974 6 11/17/93
00
221186836 05 01/01/94
0
221186836 O 12/01/08
0
1444224 E28/E28 F 285,000.00
ZZ
BELL JOHN R 180 269,612.43
1
1007 SHELL AVENUE 7.500 2,641.99
68
7.300 2,641.99
425,000.00
PACIFIC GROVE CA 93950 2 04/14/94
00
221434988 05 06/01/94
0
221434988 O 05/01/09
0
1444227 E28/E28 F 258,400.00
ZZ
PARKS PATRICK K 180 245,005.40
1
32 RIVER ROAD 8.000 2,469.40
80
7.800 2,469.40
323,000.00
ROLLINSFORD NH 03869 1 04/27/94
00
221437254 03 06/01/94
0
221437254 O 05/01/09
0
1444228 E28/E28 F 264,000.00
ZZ
MULHERN JAMES P 180 248,709.00
1
26 RIDGE ROAD 6.625 2,317.90
77
6.425 2,317.90
344,000.00
NORFOLK MA 02056 1 04/15/94
00
221425325 05 06/01/94
0
221425325 O 05/01/09
0
1444233 E28/E28 F 559,200.00
ZZ
BERNSTEIN RICHARD A 180 527,131.73
1
20802 HILLMOOR DRIVE 6.750 4,948.41
80
6.550 4,948.41
699,000.00
1
SARATOGA CA 95070 1 03/29/94
00
221422678 05 06/01/94
0
221422678 O 05/01/09
0
1444238 E28/E28 F 260,000.00
ZZ
FRASCHETTI MARTIN J 180 244,269.60
1
602 PRESTWICK 6.500 2,264.88
80
6.300 2,264.88
325,000.00
ST CLAIR MI 48079 5 04/18/94
00
221426653 05 06/01/94
0
221426653 O 05/01/09
0
1444248 E28/E28 F 504,000.00
ZZ
HOLMER WILLIAM E 180 475,037.61
1
1000 FOREST MEADOWS WAY 6.875 4,494.95
70
6.675 4,494.95
720,000.00
LAKE OSWEGO OR 97034 2 03/31/94
00
221428832 05 06/01/94
0
221428832 O 05/01/09
0
1444254 E28/E28 F 292,000.00
ZZ
SMITH PHILIP C 180 275,421.17
1
512 BOOTH ROAD 6.875 2,604.21
80
6.675 2,604.21
365,000.00
CHAPEL HILL NC 27516 1 04/06/94
00
221417017 05 06/01/94
0
221417017 O 05/01/09
0
1444257 E28/E28 F 240,000.00
ZZ
CARDWELL DENNIS R 180 226,473.62
1
4172 BRIDGEWATER COURT 7.000 2,157.19
79
6.800 2,157.19
304,026.00
VADNAIS HTS MN 55127 1 04/21/94
00
221430697 05 06/01/94
0
221430697 O 05/01/09
0
1444261 E28/E28 F 290,000.00
ZZ
DICKINSON ROBERT A 180 273,035.37
1
2 INNISBROOK COURT 6.500 2,526.21
53
6.300 2,526.21
552,000.00
FRISCO TX 75034 1 04/22/94
00
221431463 03 06/01/94
0
221431463 O 05/01/09
0
1
1444318 450/728 F 235,000.00
T
NICHOLS HOWARD E 180 234,282.45
1
125 SURF WAY #430 7.375 2,161.82
65
7.125 2,161.82
365,000.00
MONTEREY CA 93940 1 08/16/95
00
0380212978 01 10/01/95
0
3957974 O 09/01/10
0
1444321 E28/E28 F 370,000.00
ZZ
CHALOM CHARLES 180 349,745.96
1
240 STORE HILL ROAD 7.375 3,403.72
39
7.175 3,403.72
950,000.00
OLD WESTBURY NY 11568 2 04/01/94
00
221417306 05 06/01/94
0
221417306 O 05/01/09
0
1444329 450/728 F 226,000.00
ZZ
POOLE JAMES A 180 225,317.45
1
3098 HERMITAGE ROAD 7.500 2,095.05
51
7.250 2,095.05
450,000.00
PEBBLE BEACH CA 93953 5 08/16/95
00
0380213190 05 10/01/95
0
3545052 O 09/01/10
0
1444336 E28/E28 F 286,300.00
ZZ
BOSSERMAN JAMES N 180 269,911.83
1
1396 N CLARIDGE WAY 6.875 2,553.38
80
6.675 2,553.38
357,900.00
CARMEL IN 46032 1 04/08/94
00
221419443 05 06/01/94
0
221419443 O 05/01/09
0
1444340 E28/E28 F 324,000.00
T
KOZLOWSKI EUGENE C 180 305,605.48
1
38 PLAYA AZUL 7.625 3,026.58
80
7.425 3,026.58
405,000.00
AVALON CA 90704 2 03/17/94
00
221397623 02 05/01/94
0
221397623 O 04/01/09
0
1444345 E28/E28 F 360,000.00
ZZ
LIEBER ROBERT M 180 338,723.50
1
1
2422 CLAY STREET 7.125 3,260.99
56
6.925 3,260.99
650,000.00
SAN FRANCISCO CA 94115 5 03/16/94
00
221398811 05 05/01/94
0
221398811 O 04/01/09
0
1444359 E28/E28 F 332,000.00
ZZ
LENORMAND GEORGE T 180 314,790.16
1
7536 SOUTH YAMPA STREET 8.000 3,172.76
60
7.800 3,172.76
555,000.00
AURORA CO 80016 2 04/01/94
00
221418056 05 06/01/94
0
221418056 O 05/01/09
0
1444362 E28/E28 F 215,000.00
ZZ
DEAN FRANCIS L 180 202,422.78
1
2S500 MADISON 6.500 1,872.88
36
6.300 1,872.88
597,576.00
WARRENVILLE IL 60555 4 04/04/94
00
221419369 05 06/01/94
0
221419369 O 05/01/09
0
1444363 E28/E28 F 217,500.00
ZZ
SAXON KAY 180 206,109.63
1
2660 PEACHTREE ROAD NW 5B 7.875 2,062.88
75
7.675 2,062.88
290,000.00
ATLANTA GA 30305 1 04/11/94
00
221422298 06 06/01/94
0
221422298 O 05/01/09
0
1444365 E28/E28 F 205,500.00
ZZ
LAUGHLIN JAMES S 180 192,257.42
1
252 NICHOLS DRIVE 7.250 1,875.93
71
7.050 1,875.93
292,000.00
SANTA CRUZ CA 95060 6 03/17/94
00
221408552 05 05/01/94
0
221408552 O 04/01/09
0
1444368 E28/E28 F 236,500.00
ZZ
VODAK THOMAS A 180 215,347.38
1
4244 SARATOGA DR 7.125 2,142.29
75
6.925 2,142.29
318,000.00
REDDING CA 96002 6 03/25/94
00
221409451 05 05/01/94
0
1
221409451 O 04/01/09
0
1444372 208/728 F 240,000.00
ZZ
MULTEDO MOLLY M 180 240,000.00
1
23 CALLE ALEXIA 7.750 2,259.06
54
7.500 2,259.06
445,000.00
SANTA FE NM 87505 5 09/13/95
00
0380214651 03 11/01/95
0
33732 O 10/01/10
0
1444373 E28/E28 F 245,250.00
ZZ
WANG YUHUAN 180 230,178.79
1
304 GLEN ABBEY DRIVE 5.875 2,053.03
80
5.675 2,053.03
306,602.00
CARY NC 27513 1 04/08/94
00
221410442 03 06/01/94
0
221410442 O 05/01/09
0
1444375 E28/E28 F 456,000.00
ZZ
JOHNSON HUBERT A 180 429,104.29
1
5 POWERS ROAD 7.875 4,324.93
80
7.675 4,324.93
570,000.00
ANDOVER MA 01810 2 03/28/94
00
221414873 05 05/01/94
0
221414873 O 04/01/09
0
1444377 E28/E28 F 300,000.00
T
HARPER JAMES R 180 284,226.37
1
128 NORTH EIGHTH STREET #28 7.875 2,845.35
62
7.675 2,845.35
490,000.00
ASPEN CO 81611 1 04/05/94
00
221416449 01 06/01/94
0
221416449 O 05/01/09
0
1444379 E28/E28 F 534,700.00
ZZ
SCAGNELLI JOHN B 180 507,265.19
1
18 RIVERSIDE LANE 8.125 5,148.53
74
7.925 5,148.53
730,000.00
HOLMDEL NJ 07733 6 04/01/94
00
221416985 05 06/01/94
0
221416985 O 05/01/09
0
1
1444380 E28/E28 F 340,000.00
ZZ
THOMAS LOLA 180 319,296.25
1
77 NORTH HIBISCUS DRIVE 6.750 3,008.69
43
6.550 3,008.69
800,000.00
MIAMI BEACH FL 33139 2 03/23/94
00
221401987 05 05/01/94
0
221401987 O 04/01/09
0
1444381 E28/E28 F 250,000.00
ZZ
GRIFFITHS THOMAS L 180 234,318.68
1
10913 WEST 148TH STREET 6.375 2,160.63
66
6.175 2,160.63
380,000.00
OVERLAND PARK KS 66221 1 03/30/94
00
221406119 05 05/01/94
0
221406119 O 04/01/09
0
1444383 E28/E28 F 274,100.00
ZZ
RIESTER FRED H 180 254,255.09
1
18 HAWTHORNE ROAD 7.250 2,502.16
76
7.050 2,502.16
363,000.00
WINDHAM NH 03087 6 11/23/93
00
221201254 05 01/01/94
0
221201254 O 12/01/08
0
1444384 E28/E28 F 256,000.00
ZZ
ZAPPIA MARCO N 180 231,042.36
1
1436 AARHUS DRIVE 7.125 2,318.93
79
6.925 2,318.93
325,000.00
SOLVANG CA 93463 6 11/24/93
00
221223571 03 02/01/94
0
221223571 O 01/01/09
0
1444386 E28/E28 F 235,000.00
ZZ
ABERCROMBIE GEORGE B 180 219,521.56
1
105 RED BUD LANE 5.750 1,951.46
57
5.550 1,951.46
417,300.00
CHAPEL HILL NC 27514 1 03/09/94
00
221379498 03 05/01/94
0
221379498 O 04/01/09
0
1444415 E28/E28 F 280,000.00
ZZ
BALDWIN HATTIE L 180 264,103.38
1
1609 BUCHANAN STREET NW 7.625 2,615.56
69
7.425 2,615.56
410,000.00
1
WASHINGTON DC 20011 2 03/07/94
00
221381288 05 05/01/94
0
221381288 O 04/01/09
0
1444418 E28/E28 F 380,000.00
ZZ
UDUPA SHRIRAM M 180 354,442.59
1
12616 NW 18TH PLACE 6.000 3,206.66
80
5.800 3,206.66
475,000.00
CORAL SPRINGS FL 33071 1 03/10/94
00
221379985 03 05/01/94
0
221379985 O 04/01/09
0
1444422 E28/E28 F 320,000.00
ZZ
YAMATO YUKIAKI 180 301,087.54
1
2537 DORSET DRIVE 7.125 2,898.66
80
6.925 2,898.66
400,000.00
TORRANCE CA 90503 2 03/04/94
00
221393333 03 05/01/94
0
221393333 O 04/01/09
0
1444696 943/728 F 70,700.00
ZZ
MEDCALF KELLY A 180 70,479.35
1
3327 LACONIA COURT 7.125 640.43
92
6.875 640.43
77,000.00
ST. LOUIS MO 63129 2 08/18/95
10
0380214263 05 10/01/95
25
5531600160 O 09/01/10
0
1444719 450/728 F 275,000.00
ZZ
RYDEL JAMES W 180 274,113.38
1
555 WHIMS LANE 6.750 2,433.50
64
6.500 2,433.50
430,000.00
OAKLAND TWP MI 48306 1 08/11/95
00
0380212739 05 10/01/95
0
4119640 O 09/01/10
0
1444723 450/728 F 292,000.00
ZZ
COX JAMES E 180 291,127.76
1
228 VIA LA CIRCULA 7.625 2,727.66
80
7.375 2,727.66
365,000.00
REDONDO BEACH CA 90277 1 08/22/95
00
0380212564 05 10/01/95
0
3958063 O 09/01/10
0
1
1444735 070/728 F 712,500.00
ZZ
JOBST STEVEN 180 705,617.23
1
162 BLUFFS DRIVE 7.750 6,706.59
75
7.500 6,706.59
960,000.00
SHELL BEACH CA 93449 2 06/15/95
00
0380224189 05 08/01/95
0
4074324 O 07/01/10
0
1444741 171/728 F 216,800.00
ZZ
MCCART CHARLES W 180 216,800.00
1
1839 NORTHWEST RIVERVIEW DRIVE 8.500 2,134.92
80
8.250 2,134.92
271,000.00
ROSEBURG OR 97470 1 09/14/95
00
0380221003 05 11/01/95
0
44077706 O 10/01/10
0
1444745 267/267 F 520,000.00
ZZ
FREIDBERG EDWARD 180 520,000.00
1
1042 WILHAGGIN PARK LANE 7.875 4,931.94
80
7.625 4,931.94
650,000.00
SACRAMENTO CA 95864 1 09/07/95
00
4361856 03 11/01/95
0
4361856 O 10/01/10
0
1444746 450/728 F 576,000.00
ZZ
JACOBSON DAVID C 180 574,316.93
1
481 SOUTH AVENUE 7.875 5,463.07
80
7.625 5,463.07
720,000.00
GLENCOE IL 60022 1 08/29/95
00
0380212259 05 10/01/95
0
3717253 O 09/01/10
0
1444862 A83/728 F 287,000.00
ZZ
STRIANO ROBERT E 180 286,188.83
1
32 ANONA DRIVE 8.250 2,784.30
57
8.000 2,784.30
510,000.00
UPPER SADDLE RI NJ 07458 2 08/31/95
00
0380219791 05 10/01/95
0
94624 O 09/01/10
0
1445077 652/652 F 320,000.00
ZZ
COHEN DAVID J 180 319,095.55
1
1
45 SLEEPY HOLLOW LANE 8.250 3,104.45
80
8.000 3,104.45
400,000.00
ORINDA CA 94563 1 07/28/95
00
2259588 05 10/01/95
0
2259588 O 09/01/10
0
1445144 686/686 F 219,050.00
ZZ
GEORGE CHATURDAI 180 219,050.00
1
2627 WOODSTOCK LANE 9.125 2,238.07
65
8.875 2,238.07
337,000.00
BURBANK CA 91504 2 09/07/95
00
30816948830 05 11/01/95
0
30816948830 O 10/01/10
0
1445291 822/728 F 90,000.00
ZZ
PATEL BANKIM 180 89,739.91
1
59 FEDERAL STREET 8.000 860.09
60
7.750 860.09
150,000.00
ISELIN NJ 08840 1 08/15/95
00
0380216433 05 10/01/95
0
3536002412 O 09/01/10
0
1445310 450/728 F 400,000.00
ZZ
KOMESSAR MARK S 180 397,576.35
1
1581 PARK AVENUE 7.500 3,708.05
67
7.250 3,708.05
600,000.00
HIGHLAND PARK IL 60035 1 07/31/95
00
0380212945 05 09/01/95
0
3870664 O 08/01/10
0
1445385 232/232 F 278,050.00
ZZ
APPEL BARRY 180 278,050.00
1
901 43 COURT 8.125 2,677.29
56
7.875 2,677.29
505,000.00
MIAMI BEACH FL 33127 2 09/12/95
00
890596 05 11/01/95
0
890596 O 10/01/10
0
1445389 450/728 F 336,000.00
ZZ
HOLMES HENRY M 180 334,996.32
1
1446 WILLIAM STREET 7.625 3,138.68
80
7.375 3,138.68
420,000.00
RIVER FOREST IL 60305 1 08/24/95
00
0380215468 05 10/01/95
0
1
3717576 O 09/01/10
0
1445392 450/728 F 275,200.00
ZZ
SINGH BRIJINDER 180 274,368.86
1
3119 RIDGE POINT DRIVE 7.500 2,551.14
75
7.250 2,551.14
367,000.00
DIAMOND BAR CA 91769 1 08/28/95
00
0380215419 03 10/01/95
0
3958626 O 09/01/10
0
1445393 450/728 F 244,000.00
ZZ
NARIO RAY F 180 243,263.09
1
908 LA PALMA PLACE 7.500 2,261.91
80
7.250 2,261.91
305,526.00
MILPITAS CA 95035 1 08/21/95
00
0380215427 05 10/01/95
0
3958105 O 09/01/10
0
1445395 450/728 F 230,400.00
ZZ
AKHAVAN-TAFTI HASHEM 180 230,400.00
1
2107 JOHNS DRIVE 7.500 2,135.84
80
7.250 2,135.84
288,000.00
BRIGHTON TWP MI 48116 1 09/06/95
00
0380215443 05 11/01/95
0
4127791 O 10/01/10
0
1445423 450/728 F 300,000.00
ZZ
SCHNECK JR THOMAS 180 300,000.00
1
1239 GLENWOOD AVENUE 7.875 2,845.35
58
7.625 2,845.35
525,000.00
SAN JOSE CA 95125 2 08/31/95
00
0380216904 05 11/01/95
0
3945359 O 10/01/10
0
1445594 074/728 F 258,000.00
ZZ
RESNICK ALFRED E 180 257,203.56
1
51 CEDAR HILL RD 7.250 2,355.19
80
7.000 2,355.19
322,500.00
MILFORD CT 06460 1 08/31/95
00
0380214669 05 10/01/95
0
81708036 O 09/01/10
0
1
1445596 074/728 F 300,000.00
ZZ
TABLOSKI JR THEODORE F 180 299,133.04
1
508 ANNURSNAC HILL ROAD 8.000 2,866.96
71
7.750 2,866.96
425,000.00
CONCORD MA 01742 1 08/17/95
00
0380214701 05 10/01/95
0
1813063725 O 09/01/10
0
1445600 074/728 F 215,600.00
ZZ
YOUSIF ANTHONY M 180 215,030.24
1
7334 BIRCHWOOD TRAIL 9.000 2,186.76
75
8.750 2,186.76
287,500.00
WEST BLOOMFIELD MI 48322 1 08/10/95
00
0380217332 05 10/01/95
0
1581020403 O 09/01/10
0
1445605 074/728 F 242,000.00
ZZ
STEPHENSON JOHN M 180 240,612.04
1
3112 AYLESBURY CIRCLE 8.125 2,330.18
90
7.875 2,330.18
269,750.00
LEXINGTON KY 40509 1 07/14/95
14
0380214586 03 09/01/95
25
1585010966 O 08/01/10
0
1445608 074/728 F 260,000.00
ZZ
POPPAS JOHN M 180 258,061.70
1
3941 PEPPERTREE DRIVE 7.500 2,410.24
80
7.250 2,410.24
325,000.00
LEXINGTON KY 40513 5 07/14/95
00
0380214768 03 09/01/95
0
1581015946 O 08/01/10
0
1445613 074/728 F 350,000.00
ZZ
TRABUCCHI VALENTINOM 180 346,739.04
1
2234 PINE STREET 7.250 3,195.03
88
7.000 3,195.03
399,000.00
BLOOMFIELD HILL MI 48301 1 06/30/95
14
0380214644 05 08/01/95
25
1581015630 O 07/01/10
0
1445616 074/728 F 300,000.00
T
SEMINETTA JOSEPH H 180 299,123.40
1
298 PARK DRIVE 7.875 2,845.35
65
7.625 2,845.35
465,000.00
1
TWIN LAKES WI 53181 2 08/14/95
00
0380214826 05 10/01/95
0
1615002863 O 09/01/10
0
1445720 450/728 F 175,000.00
ZZ
WONG CHI K 180 174,499.86
1
1905 MIDDLEBRIDGE DRIVE 8.125 1,685.04
70
7.875 1,685.04
252,000.00
SILVER SPRING MD 20906 1 08/25/95
00
0380219965 03 10/01/95
0
3985702 O 09/01/10
0
1445722 450/728 F 240,000.00
ZZ
MARTIN DAVID B 180 240,000.00
1
4203 GHOST CRAB LANE 7.875 2,276.28
80
7.625 2,276.28
300,000.00
GALVESTON TX 77554 1 09/07/95
00
0380220013 05 11/01/95
0
3915964 O 10/01/10
0
1445723 450/728 F 278,400.00
ZZ
TREDWAY LARRY A 180 278,400.00
1
6491 ARLINGTON DRIVE 7.125 2,521.83
80
6.875 2,521.83
348,000.00
PLEASANTON CA 94566 1 09/12/95
00
0380220047 05 11/01/95
0
3959129 O 10/01/10
0
1445751 051/728 F 294,000.00
ZZ
BAKER DAVID 180 294,000.00
1
12251 BEAR MEADOWS COURT 8.375 2,873.63
69
8.125 2,873.63
430,000.00
TRUCKEE CA 96161 2 09/22/95
00
0380221540 03 11/01/95
0
16102047 O 10/01/10
0
1445910 560/560 F 257,500.00
R
PINNEKAMP DALE J 180 240,703.60
1
2325 TALL OAKS DRIVE 5.875 2,155.58
67
5.625 2,155.58
387,500.00
TROY MI 48098 1 03/02/94
00
221371859 03 05/01/94
0
221371859 O 04/01/09
0
1
1445911 560/560 F 30,000.00
ZZ
PIECHOWIAK MAREK 180 29,749.47
1
19B NORMAN DRIVE 8.500 295.42
47
8.250 295.42
65,000.00
DERRY NH 03038 1 06/09/95
00
450150370 01 08/01/95
0
450150370 O 07/01/10
0
1445912 560/560 F 230,000.00
ZZ
COHEN FREDRIC 180 227,762.84
1
1103 ASHRIDGE COURT 6.750 2,035.29
72
6.500 2,035.29
320,056.00
AMBLER PA 19002 1 06/26/95
00
450159439 03 08/01/95
0
450159439 O 07/01/10
0
1445913 560/560 F 203,150.00
R
D'ARCANGELO KATHLEEN A 180 200,500.10
1
49 STONY CORNERS CIRCLE 6.625 1,783.64
73
6.375 1,783.64
279,000.00
AVON CT 06001 1 06/30/95
00
450164678 05 08/01/95
0
450164678 O 07/01/10
0
1445914 560/560 F 200,000.00
ZZ
CARLSON DONALD L 180 198,761.47
1
1924 SHUMARD OAK LANE 7.250 1,825.73
63
7.000 1,825.73
320,000.00
IRVING TX 75063 1 07/11/95
00
450171699 03 09/01/95
0
450171699 O 08/01/10
0
1445915 560/560 F 300,000.00
ZZ
DENNIS TERRY D 180 298,182.26
1
1317 CARDIGAN LANE 7.500 2,781.04
74
7.250 2,781.04
409,000.00
DESOTO TX 75115 1 07/10/95
00
450172317 05 09/01/95
0
450172317 O 08/01/10
0
1445916 560/560 F 203,150.00
ZZ
MILLER DANA W 180 201,932.48
1
1
1446 ESTATES DRIVE 7.625 1,897.68
47
7.375 1,897.68
437,900.00
BRECKENRIDGE CO 80424 4 07/14/95
00
450174289 03 09/01/95
0
450174289 O 08/01/10
0
1445918 560/560 F 231,000.00
ZZ
HOSTETLER ROGER B 180 229,585.00
1
4804 MEDINA WAY 7.375 2,125.02
75
7.125 2,125.02
308,000.00
FLAGSTAFF AZ 86004 1 07/18/95
00
450180609 03 09/01/95
0
450180609 O 08/01/10
0
1445919 560/560 F 117,500.00
ZZ
DOUGHERTY RICHARD A 180 116,627.97
1
331 WILLIAM DRIVE 7.125 1,064.36
71
6.875 1,064.36
167,500.00
HERSHEY PA 17033 1 07/25/95
00
450180732 05 09/01/95
0
450180732 O 08/01/10
0
1445921 560/560 F 400,000.00
ZZ
FEINSTEIN RICHARD 180 397,654.73
1
2745 BROKEN SPOKE WAY 7.875 3,793.80
63
7.625 3,793.80
643,000.00
PARK CITY UT 84060 6 07/21/95
00
450181672 05 09/01/95
0
450181672 O 08/01/10
0
1445922 560/560 F 338,250.00
ZZ
BAUMAN THOMAS A 180 336,200.50
1
99 SOUTH MEADOWMIST CIRCLE 7.500 3,135.62
77
7.250 3,135.62
443,000.00
THE WOODLANDS TX 77381 2 07/25/95
00
450185160 03 09/01/95
0
450185160 O 08/01/10
0
1445923 560/560 F 217,800.00
ZZ
SAFFO JOHN J 180 216,508.90
1
4 LIZA COURT 7.750 2,050.10
90
7.500 2,050.10
242,000.00
DEFIANCE MO 63341 1 07/31/95
04
450185749 03 09/01/95
25
1
450185749 O 08/01/10
0
1445924 560/560 F 229,500.00
R
WALLER JOHN H 180 228,047.66
1
2778 WEST ARBOR DR 7.000 2,062.81
90
6.750 2,062.81
255,000.00
ANN ARBOR MI 48103 1 07/31/95
04
450186234 05 09/01/95
25
450186234 O 08/01/10
0
1445925 560/560 F 20,000.00
ZZ
LIGUORI VINCENT R 180 19,881.44
1
1013 RIVERWAY LANE 7.750 188.26
14
7.500 188.26
147,337.00
KNIGHTDALE NC 27545 1 07/31/95
00
450187687 03 09/01/95
0
450187687 O 08/01/10
0
1445926 560/560 F 278,250.00
ZZ
SCHOOF DALE T 180 275,794.83
1
374 MYRTLE STREET 7.875 2,639.06
80
7.625 2,639.06
350,000.00
LAGUNA BEACH CA 92651 2 07/24/95
00
450188669 01 09/01/95
0
450188669 O 08/01/10
0
1445927 560/560 F 260,000.00
ZZ
AHERN JOHN F 180 258,492.25
1
445 SEMINOLE COURT 8.000 2,484.70
80
7.750 2,484.70
328,000.00
ZEPHYR COVE NV 89448 1 07/27/95
00
450188818 05 09/01/95
0
450188818 O 08/01/10
0
1445928 560/560 F 251,000.00
ZZ
TREAT III SANFORD M 180 249,495.69
1
0234 SAWATCH DR 7.625 2,344.67
68
7.375 2,344.67
369,569.00
EDWARDS CO 81620 4 07/26/95
00
450189345 09 09/01/95
0
450189345 O 08/01/10
0
1
1445930 560/560 F 606,000.00
ZZ
CARTER JEFFREY D 180 602,407.68
1
25966 PASEO EL CAJON 7.750 5,704.13
70
7.500 5,704.13
875,000.00
MONTEREY CA 93940 2 07/24/95
00
450189618 05 09/01/95
0
450189618 O 08/01/10
0
1445931 560/560 F 448,000.00
ZZ
RAKSHAN MARYAM 180 445,315.03
1
26 OAK ROAD 7.625 4,184.90
70
7.375 4,184.90
640,000.00
SADDLE RIVER NJ 07458 2 07/27/95
00
450190954 05 09/01/95
0
450190954 O 08/01/10
0
1445932 560/560 F 295,000.00
ZZ
HENSON SUSAN K 180 293,192.96
1
16147 SAINT CROIX CIR 7.375 2,713.77
58
7.125 2,713.77
510,000.00
HUNTINGTON BEAC CA 92649 2 07/25/95
00
450191085 01 09/01/95
0
450191085 O 08/01/10
0
1445934 560/560 F 126,000.00
ZZ
BUSH JR JOSEPH 180 125,019.13
1
21 VERONA ROAD 7.250 1,150.21
72
7.000 1,150.21
175,000.00
EVESHAM TWP NJ 08053 2 07/26/95
00
450192869 05 09/01/95
0
450192869 O 08/01/10
0
1445935 560/560 F 330,000.00
ZZ
WENDLER BRADLEY 180 328,970.13
1
107 TAYLORTOWN ROAD 7.125 2,989.25
76
6.875 2,989.25
435,000.00
MONTVILLE NJ 07045 2 08/02/95
00
450194717 05 10/01/95
0
450194717 O 09/01/10
0
1445936 560/560 F 122,100.00
ZZ
CASEY JAMES R 180 121,743.22
1
6631 HOLT ROAD 7.875 1,158.06
71
7.625 1,158.06
172,100.00
1
NASHVILLE TN 37211 1 08/11/95
00
450198114 05 10/01/95
0
450198114 O 09/01/10
0
1445937 560/560 F 195,000.00
ZZ
BAKER RODGER D 180 194,417.51
1
14872 ELM AVENUE 7.625 1,821.55
75
7.375 1,821.55
260,000.00
IRVINE CA 92714 2 08/08/95
00
450198627 03 10/01/95
0
450198627 O 09/01/10
0
1445939 560/560 F 250,000.00
ZZ
BICKEL WILLIAM D 180 249,244.97
1
17145 WOODSON VIEW LANE 7.500 2,317.53
80
7.250 2,317.53
313,900.00
RAMONA CA 92065 1 08/09/95
00
450202668 03 10/01/95
0
450202668 O 09/01/10
0
1445940 560/560 F 80,000.00
ZZ
STRICKFADEN EARL F 180 79,778.88
1
5826 DAWN RIDGE 8.500 787.79
43
8.250 787.79
187,590.00
TROY MI 48098 1 08/25/95
00
450206339 01 10/01/95
0
450206339 O 09/01/10
0
1445941 560/560 F 224,000.00
R
HANSON RONALD E 180 223,308.52
1
11 ROSEWOOD LANE 7.250 2,044.81
80
7.000 2,044.81
280,000.00
WASHINGTON NJ 07882 1 08/25/95
00
450206545 05 10/01/95
0
450206545 O 09/01/10
0
1445942 560/560 F 268,000.00
ZZ
TATCH MARK S 180 267,163.62
1
218 CANYON CIRCLE 7.125 2,427.63
69
6.875 2,427.63
392,000.00
ZEPHYR COVE NV 89448 2 08/10/95
00
450207261 05 10/01/95
0
450207261 O 09/01/10
0
1
1445943 560/560 F 123,000.00
ZZ
MARSTON DANIEL T 180 122,671.27
1
82 CAMP LEE ROAD 8.875 1,238.42
69
8.625 1,238.42
179,000.00
EPPING NH 03042 2 08/24/95
00
450209804 05 10/01/95
0
450209804 O 09/01/10
0
1445944 560/560 F 240,000.00
R
SMITH JERRY D 180 239,259.13
1
12501 ATHERTON ROAD 7.250 2,190.87
80
7.000 2,190.87
300,046.00
ANCHORAGE AK 99516 1 08/22/95
00
450209879 05 10/01/95
0
450209879 O 09/01/10
0
1445947 560/560 F 290,000.00
ZZ
OGINO DOUGLAS T 180 289,189.42
1
160 SMOKE RISE ROAD 8.375 2,834.54
79
8.125 2,834.54
368,500.00
BASKING RIDGE NJ 07920 1 08/30/95
00
450215363 03 10/01/95
0
450215363 O 09/01/10
0
1445948 560/560 F 289,600.00
ZZ
POLLICOFF JEFFREY B 180 289,600.00
1
3106 OAKMONT DRIVE 7.625 2,705.24
80
7.375 2,705.24
362,052.00
SUGARLAND TX 77479 1 09/07/95
00
450218987 03 11/01/95
0
450218987 O 10/01/10
0
1445949 560/560 F 170,000.00
ZZ
CASSAR MICHAEL R 180 170,000.00
1
305 FOCH BOULEVARD 7.625 1,588.02
57
7.375 1,588.02
300,000.00
MINEOLA NY 11501 2 09/01/95
00
450220116 05 11/01/95
0
450220116 O 10/01/10
0
1445964 074/728 F 222,850.00
ZZ
POINDEXTER WILLIAM N 180 220,773.71
1
1
6610 OAK ROCK COURT 7.250 2,034.32
68
7.000 2,034.32
330,075.00
CENTREVILLE VA 22020 1 06/29/95
00
0380215583 03 08/01/95
0
1587010435 O 07/01/10
0
1445994 106/106 F 259,200.00
ZZ
MILLICE TED R 180 258,459.21
1
2678 ROCKVIEW DRIVE 8.125 2,495.79
80
7.875 2,495.79
324,000.00
RENO NV 89509 1 08/30/95
00
9908229 03 10/01/95
0
9908229 O 09/01/10
0
1446119 526/728 F 323,000.00
ZZ
BRAENDEL DENNIS C 180 322,066.57
1
6888 BUFFALO ROAD 8.000 3,086.76
66
7.750 3,086.76
490,000.00
HARBORCREEK PA 16421 2 08/25/95
00
0380220021 05 10/01/95
0
0055880 O 09/01/10
0
1446267 299/728 F 336,000.00
ZZ
FOTHERINGHAM BART W 180 335,007.31
1
7970 S HUNTERS MEADOW CIRCLE 7.750 3,162.69
72
7.500 3,162.69
472,000.00
SANDY UT 84093 2 08/02/95
00
0380217001 05 10/01/95
0
858819 O 09/01/10
0
1446269 299/728 F 312,000.00
ZZ
HOROWITZ MICHAEL 180 309,921.54
1
9502 AVERS 7.750 2,936.79
80
7.500 2,936.79
390,000.00
EVANSTON IL 60203 1 07/06/95
00
0380218199 05 09/01/95
0
288986 O 08/01/10
0
1446271 299/728 F 240,000.00
ZZ
MILLER THOMAS K 180 238,513.76
1
6333 MIDSUMMER LANE SW 7.250 2,190.88
68
7.000 2,190.88
355,000.00
ROANOKE VA 24018 2 07/13/95
00
0380218165 05 09/01/95
0
1
286129 O 08/01/10
0
1446274 299/728 F 278,550.00
ZZ
RUTH ROGER A 180 276,825.06
1
3585 MORGANTOWN ROAD 7.250 2,542.78
90
7.000 2,542.78
309,500.00
CHARLOTTESVILLE VA 22903 1 07/18/95
14
0380218207 05 09/01/95
25
237985 O 08/01/10
0
1446275 299/728 F 600,000.00
ZZ
BURST JONATHAN R 180 598,227.35
1
#3 WARRIDGE 7.750 5,647.65
47
7.500 5,647.65
1,280,000.00
LADUE MO 63124 2 08/16/95
00
0380217555 03 10/01/95
0
290378 O 09/01/10
0
1446344 A13/728 F 224,000.00
ZZ
YI TAEHO 180 223,338.21
1
12008 TILDENWOOD DRIVE 7.750 2,108.46
80
7.500 2,108.46
280,000.00
ROCKVILLE MD 20852 1 08/25/95
00
0380220930 05 10/01/95
0
950034132 O 09/01/10
0
1446461 526/728 F 312,000.00
T
TURLEY ROBERT L 180 312,000.00
1
5163 DEER RUN RIDGE 8.750 3,118.28
75
8.500 3,118.28
420,000.00
BIG CANOE GA 30143 2 09/25/95
00
0380221706 03 11/01/95
0
0049636 O 10/01/10
0
1446509 765/728 F 570,000.00
ZZ
TAVITIAN ARMINEH 180 570,000.00
1
2134 LYANS DRIVE 7.375 5,243.57
75
7.125 5,243.57
770,000.00
LA CANADA-FLINT CA 91011 1 09/26/95
00
0380228719 05 11/01/95
0
310190 O 10/01/10
0
1
1446685 664/728 F 54,300.00
ZZ
HUYNH TUONG 180 54,300.00
1
3229 ESHCOL AVENUE 8.500 534.72
60
8.250 534.72
90,500.00
ZION IL 60099 1 09/28/95
00
0380223637 05 11/01/95
0
2048502 O 10/01/10
0
1446711 227/728 F 275,000.00
ZZ
GOLDSTEIN GLENN L 180 274,169.46
1
14915 POWDERHORN RD 7.500 2,549.29
69
7.250 2,549.29
400,000.00
FORT WAYNE IN 46804 2 09/09/95
00
0380220716 05 10/01/95
0
1613504 O 09/01/10
0
1446726 450/728 F 270,000.00
ZZ
HOUSLEY PHILLIP F 180 269,211.07
1
2877 ITASCA AVENUE SOUTH 7.875 2,560.81
65
7.625 2,560.81
420,000.00
ST MARYS POINT MN 55043 1 08/15/95
00
0380220781 05 10/01/95
0
3986940 O 09/01/10
0
1446975 171/728 F 336,750.00
ZZ
MAGANA JESUS 180 335,819.20
1
8220 SUVA STREET 8.500 3,316.11
66
8.250 3,316.11
515,000.00
DOWNEY CA 90240 2 08/18/95
00
0380223488 05 10/01/95
0
67051071 O 09/01/10
0
1447105 267/267 F 556,800.00
ZZ
WONG STEVEN L 180 556,800.00
1
6451 N FORKNER AVENUE 7.875 5,280.97
78
7.625 5,280.97
720,000.00
FRESNO CA 93711 2 09/08/95
00
4362501 05 11/01/95
0
4362501 O 10/01/10
0
1447107 267/267 F 221,000.00
ZZ
BEHRENS JAMES L 180 221,000.00
1
1009 N ISABEL STREET 7.750 2,080.22
79
7.500 2,080.22
280,000.00
1
GLENDALE CA 91207 2 09/18/95
00
4361440 05 11/01/95
0
4361440 O 10/01/10
0
1447110 267/267 F 318,000.00
ZZ
LOCZI GEZA A 180 318,000.00
1
11658 BLOSSOMWOOD COURT 7.625 2,970.54
85
7.375 2,970.54
375,000.00
MOORPARK CA 93021 2 09/18/95
01
4366903 03 11/01/95
23
4366903 O 10/01/10
0
1447277 195/728 F 437,500.00
T
BARTOLOZZI ARTHUR R 180 437,500.00
1
34 E LONG BEACH BLVD 8.500 4,308.24
57
8.250 4,308.24
775,000.00
LOVELADIES NJ 08008 1 09/30/95
00
0380230277 05 11/01/95
0
47043 O 10/01/10
0
1448021 070/728 F 396,000.00
ZZ
BEAM CHESTER W 180 392,656.20
1
13908 LOST CREEK DRIVE 8.375 3,870.61
80
8.125 3,870.61
495,000.00
OKLAHOMACITY OK 73013 2 06/30/95
00
0380228834 05 08/01/95
0
4657258 O 07/01/10
0
TOTAL NUMBER OF LOANS : 639
TOTAL ORIGINAL BALANCE : 184,435,832.53
TOTAL PRINCIPAL BALANCE : 182,156,882.70
TOTAL ORIGINAL P+I : 1,752,449.47
TOTAL CURRENT P+I : 1,752,449.47
RUN ON : 10/23/95 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 15.46.01 FIXED PASSTHRU REPORT
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S15
CUTOFF : 10/01/95
POOL : 0004183
:
:
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
- -----------------------------------------------------------------
- --------------
1385889 .1250
417,635.58 .0800
8.5000 .0000
8.3750 .0000
7.0000 1.2950
7.0000 .0000
1394168 .2500
298,241.05 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1404255 .2500
206,500.00 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1416857 .2500
472,932.78 .0800
7.9500 .0000
7.7000 .0000
7.0000 .6200
7.0000 .0000
1417528 .2500
648,100.70 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1418083 .2500
990,932.00 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1
1418092 .2500
119,296.42 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1421295 .2500
159,557.75 .0300
8.5000 .0000
8.2500 .0000
7.0000 1.2200
7.0000 .0000
1424272 .2500
156,596.69 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1424389 .2500
174,494.28 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1425407 .2500
150,582.06 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1432005 .2500
386,878.73 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1432035 .2500
101,402.84 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1432136 .2500
241,350.16 .0300
9.2500 .0000
9.0000 .0000
7.0000 1.9700
7.0000 .0000
1
1432138 .2500
286,477.74 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1432149 .2500
382,840.27 .0300
8.3750 .0000
8.1250 .0000
7.0000 1.0950
7.0000 .0000
1432503 .2500
278,376.28 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1432603 .2500
298,241.05 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1432866 .2500
405,418.52 .0300
8.5000 .0000
8.2500 .0000
7.0000 1.2200
7.0000 .0000
1432871 .2500
113,927.54 .0300
8.3750 .0000
8.1250 .0000
7.0000 1.0950
7.0000 .0000
1432920 .2500
246,894.91 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1433000 .2500
272,030.81 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1
1433609 .2500
96,564.05 .0800
8.5000 .0000
8.2500 .0000
7.0000 1.1700
7.0000 .0000
1433616 .2500
396,470.54 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1433618 .2500
505,350.28 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1433619 .2500
246,378.79 .0800
8.1250 .0000
7.8750 .0000
7.0000 .7950
7.0000 .0000
1433620 .2500
370,013.62 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1433622 .2500
246,951.40 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1433623 .2500
222,285.82 .0800
7.6250 .0000
7.3750 .0000
7.0000 .2950
7.0000 .0000
1433624 .2500
396,659.56 .0800
8.5000 .0000
8.2500 .0000
7.0000 1.1700
7.0000 .0000
1
1433680 .2500
496,608.05 .0300
8.3750 .0000
8.1250 .0000
7.0000 1.0950
7.0000 .0000
1434186 .2500
248,870.58 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1434193 .2500
308,162.35 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1434278 .2500
458,728.53 .0300
8.5000 .0000
8.2500 .0000
7.0000 1.2200
7.0000 .0000
1434327 .2500
249,244.96 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1434335 .2500
284,139.26 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1434521 .2500
310,977.84 .0800
8.6250 .0000
8.3750 .0000
7.0000 1.2950
7.0000 .0000
1434522 .2500
194,413.46 .0800
8.7500 .0000
8.5000 .0000
7.0000 1.4200
7.0000 .0000
1
1434523 .2500
629,319.27 .0800
8.6250 .0000
8.3750 .0000
7.0000 1.2950
7.0000 .0000
1434524 .2500
975,489.81 .0800
9.0000 .0000
8.7500 .0000
7.0000 1.6700
7.0000 .0000
1434525 .2500
277,583.00 .0800
8.1250 .0000
7.8750 .0000
7.0000 .7950
7.0000 .0000
1434526 .2500
291,620.20 .0800
8.7500 .0000
8.5000 .0000
7.0000 1.4200
7.0000 .0000
1434527 .2500
313,972.88 .0800
9.0000 .0000
8.7500 .0000
7.0000 1.6700
7.0000 .0000
1434528 .2500
616,171.91 .0800
9.0000 .0000
8.7500 .0000
7.0000 1.6700
7.0000 .0000
1434529 .2500
69,182.70 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1434530 .2500
215,284.53 .0800
8.7500 .0000
8.5000 .0000
7.0000 1.4200
7.0000 .0000
1
1434533 .2500
495,242.63 .0800
9.1250 .0000
8.8750 .0000
7.0000 1.7950
7.0000 .0000
1434534 .2500
487,611.26 .0800
8.8750 .0000
8.6250 .0000
7.0000 1.5450
7.0000 .0000
1434536 .2500
391,880.13 .0800
9.3750 .0000
9.1250 .0000
7.0000 2.0450
7.0000 .0000
1434537 .2500
273,472.74 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1434538 .2500
372,651.33 .0800
8.7500 .0000
8.5000 .0000
7.0000 1.4200
7.0000 .0000
1434539 .2500
45,515.11 .0800
9.0000 .0000
8.7500 .0000
7.0000 1.6700
7.0000 .0000
1434540 .2500
53,117.35 .0800
8.8750 .0000
8.6250 .0000
7.0000 1.5450
7.0000 .0000
1434542 .2500
64,909.35 .0800
8.7500 .0000
8.5000 .0000
7.0000 1.4200
7.0000 .0000
1
1434544 .2500
364,788.28 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1434545 .2500
220,928.39 .0800
8.7500 .0000
8.5000 .0000
7.0000 1.4200
7.0000 .0000
1434546 .2500
170,145.18 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1434547 .2500
233,984.91 .0800
9.3750 .0000
9.1250 .0000
7.0000 2.0450
7.0000 .0000
1434548 .2500
360,823.20 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1434549 .2500
32,552.43 .0800
8.8750 .0000
8.6250 .0000
7.0000 1.5450
7.0000 .0000
1434550 .2500
74,171.84 .0800
8.2500 .0000
8.0000 .0000
7.0000 .9200
7.0000 .0000
1434551 .2500
249,017.81 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1
1434553 .2500
79,333.98 .0800
8.1250 .0000
7.8750 .0000
7.0000 .7950
7.0000 .0000
1434554 .2500
272,256.22 .0800
8.6250 .0000
8.3750 .0000
7.0000 1.2950
7.0000 .0000
1434555 .2500
182,793.36 .0800
8.2500 .0000
8.0000 .0000
7.0000 .9200
7.0000 .0000
1434556 .2500
227,992.67 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1434557 .2500
138,329.42 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1434559 .2500
114,630.80 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1434560 .2500
261,739.03 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1434561 .2500
97,790.51 .0800
8.6250 .0000
8.3750 .0000
7.0000 1.2950
7.0000 .0000
1
1434562 .2500
185,398.85 .0800
8.6250 .0000
8.3750 .0000
7.0000 1.2950
7.0000 .0000
1434625 .2500
337,984.50 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1434642 .2500
244,574.89 .0800
7.3750 .0000
7.1250 .0000
7.0000 .0450
7.0000 .0000
1434671 .2500
613,290.35 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1434675 .2500
346,774.16 .0800
7.3750 .0000
7.1250 .0000
7.0000 .0450
7.0000 .0000
1434681 .2500
213,893.74 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1434797 .2500
244,541.73 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1435107 .2500
281,394.76 .0800
8.2500 .0000
8.0000 .0000
7.0000 .9200
7.0000 .0000
1
1435108 .2500
72,473.12 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
1435436 .2500
348,000.00 .0300
8.7500 .0000
8.5000 .0000
7.0000 1.4700
7.0000 .0000
1435437 .2500
286,224.29 .0300
8.7500 .0000
8.5000 .0000
7.0000 1.4700
7.0000 .0000
1435438 .2500
397,680.41 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1435454 .2500
345,563.47 .0300
8.7500 .0000
8.5000 .0000
7.0000 1.4700
7.0000 .0000
1435591 .2500
1,093,829.33 .0800
8.3750 .0000
8.1250 .0000
7.0000 1.0450
7.0000 .0000
1435713 .2500
197,622.77 .0800
8.1250 .0000
7.8750 .0000
7.0000 .7950
7.0000 .0000
1435737 .2500
280,000.00 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1
1435821 .1250
357,652.01 .0800
6.6500 .0000
6.5250 .0000
6.4450 .0000
6.4450 .0000
1435822 .1250
326,081.09 .0800
7.9000 .0000
7.7750 .0000
7.0000 .6950
7.0000 .0000
1435823 .1250
289,388.86 .0800
7.2000 .0000
7.0750 .0000
6.9950 .0000
6.9950 .0000
1435902 .2500
65,629.91 .0800
8.3800 .0000
8.1300 .0000
7.0000 1.0500
7.0000 .0000
1435904 .2500
248,485.20 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1435909 .2500
32,011.61 .0800
7.9000 .0000
7.6500 .0000
7.0000 .5700
7.0000 .0000
1435910 .2500
326,081.09 .0800
7.9000 .0000
7.6500 .0000
7.0000 .5700
7.0000 .0000
1435914 .2500
228,835.39 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1
1435918 .2500
27,831.45 .0800
7.5750 .0000
7.3250 .0000
7.0000 .2450
7.0000 .0000
1435924 .2500
79,556.17 .0800
8.5000 .0000
8.2500 .0000
7.0000 1.1700
7.0000 .0000
1435969 .2500
59,642.76 .0800
7.7000 .0000
7.4500 .0000
7.0000 .3700
7.0000 .0000
1435970 .2500
92,242.60 .0800
7.6000 .0000
7.3500 .0000
7.0000 .2700
7.0000 .0000
1435972 .2500
84,466.72 .0800
7.1000 .0000
6.8500 .0000
6.7700 .0000
6.7700 .0000
1435973 .2500
40,863.76 .0800
8.1000 .0000
7.8500 .0000
7.0000 .7700
7.0000 .0000
1435975 .2500
49,699.67 .0800
7.6000 .0000
7.3500 .0000
7.0000 .2700
7.0000 .0000
1435976 .2500
144,239.84 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1
1435977 .2500
84,291.52 .0800
7.6750 .0000
7.4250 .0000
7.0000 .3450
7.0000 .0000
1435986 .2500
371,691.13 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1436072 .2500
458,098.90 .0300
8.3750 .0000
8.1250 .0000
7.0000 1.0950
7.0000 .0000
1436081 .2500
305,424.60 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1436115 .2500
239,298.72 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1436136 .2500
249,600.91 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1436198 .2500
235,311.05 .0800
7.3750 .0000
7.1250 .0000
7.0000 .0450
7.0000 .0000
1436260 .2500
244,100.97 .0300
7.1600 .0000
6.9100 .0000
6.8800 .0000
6.8800 .0000
1
1436267 .2500
270,000.00 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1436324 .2500
243,537.20 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1436534 .2500
81,524.01 .0300
8.5000 .0000
8.2500 .0000
7.0000 1.2200
7.0000 .0000
1436592 .2500
222,992.83 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1436660 .2500
295,258.63 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1436673 .2500
322,427.04 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1436697 .2500
278,411.78 .0800
8.2500 .0000
8.0000 .0000
7.0000 .9200
7.0000 .0000
1436727 .2500
424,543.75 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1
1436747 .2500
223,380.85 .0300
8.5000 .0000
8.2500 .0000
7.0000 1.2200
7.0000 .0000
1436751 .2500
99,143.59 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1436800 .2500
407,596.09 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1436846 .2500
648,100.70 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1436867 .2500
110,679.23 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1436876 .2500
197,440.37 .0800
8.2500 .0000
8.0000 .0000
7.0000 .9200
7.0000 .0000
1436879 .2500
171,010.86 .0800
8.3750 .0000
8.1250 .0000
7.0000 1.0450
7.0000 .0000
1436902 .1250
310,166.66 .0800
7.8500 .0000
7.7250 .0000
7.0000 .6450
7.0000 .0000
1
1436906 .1250
274,406.51 .0800
8.0500 .0000
7.9250 .0000
7.0000 .8450
7.0000 .0000
1436935 .2500
418,826.06 .0300
8.3750 .0000
8.1250 .0000
7.0000 1.0950
7.0000 .0000
1437180 .2500
598,266.09 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1437591 .2500
121,657.74 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1437594 .2500
257,498.07 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1437629 .2500
364,848.22 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1437652 .2500
228,750.00 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1437734 .1250
298,205.94 .0800
7.6500 .0000
7.5250 .0000
7.0000 .4450
7.0000 .0000
1
1437735 .1250
225,090.55 .0800
7.4500 .0000
7.3250 .0000
7.0000 .2450
7.0000 .0000
1437736 .1250
226,022.15 .0800
7.5000 .0000
7.3750 .0000
7.0000 .2950
7.0000 .0000
1437737 .1250
248,524.50 .0800
7.8000 .0000
7.6750 .0000
7.0000 .5950
7.0000 .0000
1437738 .1250
218,637.63 .0800
7.2500 .0000
7.1250 .0000
7.0000 .0450
7.0000 .0000
1437811 .2500
631,898.18 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1437916 .2500
98,832.42 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1437918 .2500
219,357.16 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1437921 .2500
116,557.77 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1
1438033 .2500
112,500.00 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1438040 .1250
294,005.14 .0800
7.4500 .0000
7.3250 .0000
7.0000 .2450
7.0000 .0000
1438045 .1250
239,271.98 .0800
7.4500 .0000
7.3250 .0000
7.0000 .2450
7.0000 .0000
1438323 .2500
273,333.73 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1438632 .2500
381,723.67 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1438681 .2500
99,703.25 .0800
7.7000 .0000
7.4500 .0000
7.0000 .3700
7.0000 .0000
1438682 .2500
24,927.43 .0800
7.9500 .0000
7.7000 .0000
7.0000 .6200
7.0000 .0000
1438684 .2500
59,825.83 .0800
7.9500 .0000
7.7000 .0000
7.0000 .6200
7.0000 .0000
1
1438691 .2500
213,075.57 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1438694 .2500
129,632.56 .0800
8.2500 .0000
8.0000 .0000
7.0000 .9200
7.0000 .0000
1438695 .2500
231,205.75 .0800
7.6000 .0000
7.3500 .0000
7.0000 .2700
7.0000 .0000
1438696 .2500
105,895.91 .0800
8.2500 .0000
8.0000 .0000
7.0000 .9200
7.0000 .0000
1438698 .2500
239,808.05 .0800
8.0500 .0000
7.8000 .0000
7.0000 .7200
7.0000 .0000
1438699 .2500
162,630.74 .0800
8.0500 .0000
7.8000 .0000
7.0000 .7200
7.0000 .0000
1438700 .2500
265,178.86 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1438701 .2500
108,677.96 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1
1438703 .2500
36,889.22 .0800
7.6000 .0000
7.3500 .0000
7.0000 .2700
7.0000 .0000
1438704 .2500
59,832.29 .0800
8.3750 .0000
8.1250 .0000
7.0000 1.0450
7.0000 .0000
1438706 .2500
49,832.28 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1438734 .2500
263,214.53 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1438739 .2500
234,661.33 .0800
8.2500 .0000
8.0000 .0000
7.0000 .9200
7.0000 .0000
1438800 .2500
1,096,821.16 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1438803 .2500
278,247.15 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1438868 .2500
84,517.86 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1
1438900 .2500
77,355.81 .0800
8.6250 .0000
8.3750 .0000
7.0000 1.2950
7.0000 .0000
1438925 .2500
558,417.21 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1438933 .2500
351,516.57 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1438967 .2500
278,211.43 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1438971 .2500
225,000.00 .0800
8.2500 .0000
8.0000 .0000
7.0000 .9200
7.0000 .0000
1439145 .2500
355,004.39 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1439168 .2500
169,497.75 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1439193 .2500
217,771.47 .0800
8.3750 .0000
8.1250 .0000
7.0000 1.0450
7.0000 .0000
1
1439196 .2500
245,663.97 .0800
7.6250 .0000
7.3750 .0000
7.0000 .2950
7.0000 .0000
1439303 .2500
381,500.00 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1439340 .2500
231,351.54 .0800
8.3750 .0000
8.1250 .0000
7.0000 1.0450
7.0000 .0000
1439453 .2500
236,703.98 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1439467 .2500
232,552.13 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1439473 .2500
498,506.43 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1439503 .2500
261,832.68 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1439552 .2500
423,812.08 .0800
8.3750 .0000
8.1250 .0000
7.0000 1.0450
7.0000 .0000
1
1439616 .2500
91,232.64 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1439669 .2500
49,855.50 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1439724 .2500
347,902.38 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1439741 .2500
212,377.61 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1439746 .2500
125,000.00 .0800
8.3750 .0000
8.1250 .0000
7.0000 1.0450
7.0000 .0000
1439748 .2500
336,900.16 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1439790 .2500
153,569.55 .0300
8.3750 .0000
8.1250 .0000
7.0000 1.0950
7.0000 .0000
1439880 .2500
149,566.52 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1
1439931 .2500
233,913.02 .0800
7.8500 .0000
7.6000 .0000
7.0000 .5200
7.0000 .0000
1439963 .2500
342,949.63 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1440181 .2500
497,100.51 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1440261 .2500
372,657.89 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1440376 .2500
210,483.16 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1440384 .2500
325,879.05 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1440390 .2500
345,453.53 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1440434 .2500
179,491.24 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1
1440557 .2500
264,405.79 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1440578 .2500
357,818.70 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1440654 .2500
249,244.97 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1440676 .2500
244,276.16 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1440714 .2500
140,588.00 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1440764 .2500
289,161.94 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1440779 .2500
309,493.01 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1440870 .2500
146,921.37 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1
1440912 .2500
119,660.83 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1440915 .2500
278,321.90 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1440928 .2500
331,051.15 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1440933 .2500
706,896.36 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1440943 .2500
232,802.51 .0800
7.6250 .0000
7.3750 .0000
7.0000 .2950
7.0000 .0000
1440957 .2500
236,069.01 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1440973 .2500
390,000.00 .0800
8.3750 .0000
8.1250 .0000
7.0000 1.0450
7.0000 .0000
1440982 .2500
268,328.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1
1440983 .2500
397,495.95 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1440990 .2500
346,002.05 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1440993 .2500
399,802.15 .0800
7.6250 .0000
7.3750 .0000
7.0000 .2950
7.0000 .0000
1441000 .2500
596,324.66 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1441044 .2500
224,335.25 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1441113 .2500
109,596.23 .0300
8.5000 .0000
8.2500 .0000
7.0000 1.2200
7.0000 .0000
1441150 .2500
121,647.43 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1441170 .2500
645,927.96 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1
1441251 .2500
185,978.71 .0300
8.3750 .0000
8.1250 .0000
7.0000 1.0950
7.0000 .0000
1441252 .2500
277,196.61 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1441329 .2500
61,333.77 .0800
8.7500 .0000
8.5000 .0000
7.0000 1.4200
7.0000 .0000
1441331 .2500
114,663.97 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1441332 .2500
206,401.79 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1441333 .2500
91,732.95 .0800
7.9500 .0000
7.7000 .0000
7.0000 .6200
7.0000 .0000
1441335 .2500
85,743.10 .0800
7.6250 .0000
7.3750 .0000
7.0000 .2950
7.0000 .0000
1441336 .2500
48,857.77 .0800
7.9500 .0000
7.7000 .0000
7.0000 .6200
7.0000 .0000
1
1441337 .2500
63,813.40 .0800
7.9000 .0000
7.6500 .0000
7.0000 .5700
7.0000 .0000
1441338 .2500
104,802.38 .0800
8.2500 .0000
8.0000 .0000
7.0000 .9200
7.0000 .0000
1441341 .2500
254,960.00 .0800
7.6250 .0000
7.3750 .0000
7.0000 .2950
7.0000 .0000
1441343 .2500
84,743.28 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1441347 .2500
229,327.94 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1441348 .2500
69,795.46 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1441350 .2500
406,767.78 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1441351 .2500
335,071.27 .0800
8.5000 .0000
8.2500 .0000
7.0000 1.1700
7.0000 .0000
1
1441356 .2500
101,598.88 .0800
8.3750 .0000
8.1250 .0000
7.0000 1.0450
7.0000 .0000
1441369 .2500
54,831.70 .0800
7.3500 .0000
7.1000 .0000
7.0000 .0200
7.0000 .0000
1441421 .2500
149,580.74 .0300
8.3750 .0000
8.1250 .0000
7.0000 1.0950
7.0000 .0000
1441463 .2500
650,000.00 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1441530 .2500
205,411.25 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1441715 .2500
266,250.00 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1441718 .2500
426,250.84 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1441767 .2500
293,904.03 .0300
9.7500 .0000
9.5000 .0000
7.0000 2.4700
7.0000 .0000
1
1441768 .2500
226,769.51 .0300
9.7500 .0000
9.5000 .0000
7.0000 2.4700
7.0000 .0000
1441769 .2500
531,130.94 .0300
9.6250 .0000
9.3750 .0000
7.0000 2.3450
7.0000 .0000
1441770 .2500
143,246.78 .0300
9.2500 .0000
9.0000 .0000
7.0000 1.9700
7.0000 .0000
1441771 .2500
426,258.25 .0300
9.8750 .0000
9.6250 .0000
7.0000 2.5950
7.0000 .0000
1441772 .2500
462,507.77 .0300
9.1250 .0000
8.8750 .0000
7.0000 1.8450
7.0000 .0000
1441773 .2500
122,375.08 .0300
9.7500 .0000
9.5000 .0000
7.0000 2.4700
7.0000 .0000
1441774 .2500
293,382.43 .0300
8.3750 .0000
8.1250 .0000
7.0000 1.0950
7.0000 .0000
1441775 .2500
480,043.25 .0300
9.7500 .0000
9.5000 .0000
7.0000 2.4700
7.0000 .0000
1
1441776 .2500
309,624.24 .0300
8.3750 .0000
8.1250 .0000
7.0000 1.0950
7.0000 .0000
1441777 .2500
84,704.41 .0300
10.0000 .0000
9.7500 .0000
7.0000 2.7200
7.0000 .0000
1441778 .2500
220,814.63 .0300
9.2500 .0000
9.0000 .0000
7.0000 1.9700
7.0000 .0000
1441783 .2500
186,699.26 .0300
9.0000 .0000
8.7500 .0000
7.0000 1.7200
7.0000 .0000
1441785 .2500
98,688.13 .0300
9.2500 .0000
9.0000 .0000
7.0000 1.9700
7.0000 .0000
1441786 .2500
873,221.17 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1441788 .2500
426,959.13 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1441789 .2500
122,130.04 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1
1441792 .2500
206,531.73 .0300
8.7500 .0000
8.5000 .0000
7.0000 1.4700
7.0000 .0000
1441795 .2500
382,067.86 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1441799 .2500
791,255.92 .0300
8.7500 .0000
8.5000 .0000
7.0000 1.4700
7.0000 .0000
1441800 .2500
790,659.57 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1441818 .2500
242,553.59 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1441822 .2500
362,912.69 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1441823 .2500
338,310.20 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1441826 .2500
224,803.65 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1
1441827 .2500
219,178.48 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1441832 .2500
287,384.63 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1441841 .2500
497,036.04 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1441853 .2500
235,567.27 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1441854 .2500
219,364.24 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1441860 .2500
323,406.90 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1441862 .2500
238,278.19 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1441870 .2500
378,750.00 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1
1441891 .2500
422,788.21 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1441906 .2500
237,312.21 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1441922 .2500
111,676.33 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1441972 .5000
350,000.00 .0300
8.0000 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1442042 .2500
231,820.63 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1442044 .2500
253,454.91 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1442060 .2500
994,006.76 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1442075 .2500
56,012.95 .0300
10.0000 .0000
9.7500 .0000
7.0000 2.7200
7.0000 .0000
1
1442111 .2500
488,000.00 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1442343 .2500
215,019.86 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1442349 .2500
265,505.80 .0300
8.3750 .0000
8.1250 .0000
7.0000 1.0950
7.0000 .0000
1442359 .2500
571,361.23 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1442384 .2500
261,908.55 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1442394 .2500
235,559.67 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1442397 .2500
253,257.81 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1442398 .1250
249,183.46 .0800
6.6000 .0000
6.4750 .0000
6.3950 .0000
6.3950 .0000
1
1442399 .1250
548,309.57 .0800
7.3000 .0000
7.1750 .0000
7.0000 .0950
7.0000 .0000
1442401 .1250
554,407.42 .0800
8.1000 .0000
7.9750 .0000
7.0000 .8950
7.0000 .0000
1442402 .1250
299,152.07 .0800
8.2500 .0000
8.1250 .0000
7.0000 1.0450
7.0000 .0000
1442403 .1250
271,694.92 .0800
7.7500 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1442404 .1250
225,628.45 .0800
7.7000 .0000
7.5750 .0000
7.0000 .4950
7.0000 .0000
1442405 .1250
249,244.96 .0800
7.5000 .0000
7.3750 .0000
7.0000 .2950
7.0000 .0000
1442406 .1250
284,143.04 .0800
7.5500 .0000
7.4250 .0000
7.0000 .3450
7.0000 .0000
1442407 .1250
312,693.74 .0800
8.0000 .0000
7.8750 .0000
7.0000 .7950
7.0000 .0000
1
1442408 .1250
289,530.62 .0800
7.6000 .0000
7.4750 .0000
7.0000 .3950
7.0000 .0000
1442409 .1250
398,844.06 .0800
8.0000 .0000
7.8750 .0000
7.0000 .7950
7.0000 .0000
1442482 .2500
398,831.20 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1442507 .2500
124,643.54 .0800
8.1500 .0000
7.9000 .0000
7.0000 .8200
7.0000 .0000
1442585 .2500
218,000.00 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1442632 .2500
100,000.00 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1442653 .2500
518,412.22 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1442667 .2500
548,320.63 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1
1442726 .2500
237,120.31 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1442746 .2500
344,632.27 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1442763 .2500
496,970.42 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1442767 .2500
319,033.56 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1442824 .2500
264,234.19 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1442833 .2500
410,809.38 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1442842 .2500
350,000.00 .0800
8.2500 .0000
8.0000 .0000
7.0000 .9200
7.0000 .0000
1442864 .2500
397,628.83 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1
1442869 .2500
494,553.54 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1442880 .2500
120,000.00 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1442894 .2500
60,835.13 .0300
8.7500 .0000
8.5000 .0000
7.0000 1.4700
7.0000 .0000
1442943 .2500
212,349.75 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1442974 .2500
442,245.51 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1442991 .2500
269,236.87 .0800
8.2500 .0000
8.0000 .0000
7.0000 .9200
7.0000 .0000
1442999 .2500
280,346.59 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1443007 .2500
219,350.02 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1
1443015 .2500
397,731.10 .0800
8.2500 .0000
8.0000 .0000
7.0000 .9200
7.0000 .0000
1443026 .2500
217,232.93 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1443032 .2500
260,735.89 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1443050 .2500
228,435.89 .0800
8.7500 .0000
8.5000 .0000
7.0000 1.4200
7.0000 .0000
1443051 .2500
95,485.50 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1443052 .2500
55,196.31 .0800
8.6250 .0000
8.3750 .0000
7.0000 1.2950
7.0000 .0000
1443055 .2500
479,059.22 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1443056 .2500
43,348.70 .0800
8.5000 .0000
8.2500 .0000
7.0000 1.1700
7.0000 .0000
1
1443062 .2500
250,246.35 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1443066 .2500
230,928.20 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1443067 .2500
225,481.78 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1443068 .2500
373,867.45 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1443069 .2500
263,286.41 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.4200 .0000
1443070 .2500
303,172.05 .0800
7.6250 .0000
7.3750 .0000
7.0000 .2950
7.0000 .0000
1443071 .2500
245,551.78 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1443072 .2500
247,102.74 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1
1443073 .2500
264,671.68 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1443074 .2500
580,183.69 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
1443075 .2500
234,374.25 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1443076 .2500
242,765.17 .0800
7.6250 .0000
7.3750 .0000
7.0000 .2950
7.0000 .0000
1443077 .2500
349,820.21 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1443078 .2500
245,000.00 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1443079 .2500
364,000.00 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1443080 .2500
260,135.62 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
1
1443082 .2500
34,790.23 .0800
7.6250 .0000
7.3750 .0000
7.0000 .2950
7.0000 .0000
1443083 .2500
470,494.61 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5450 .0000
1443084 .2500
245,436.90 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1443085 .2500
623,070.64 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1443086 .2500
408,161.40 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1443088 .2500
298,142.22 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1443089 .2500
495,127.39 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1443090 .2500
224,290.13 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1
1443091 .2500
231,151.72 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1443092 .2500
418,840.49 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2950 .0000
1443095 .2500
297,235.02 .0800
7.3750 .0000
7.1250 .0000
7.0000 .0450
7.0000 .0000
1443096 .2500
229,349.92 .0800
8.2500 .0000
8.0000 .0000
7.0000 .9200
7.0000 .0000
1443097 .2500
273,297.03 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1443098 .2500
229,305.37 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1443099 .2500
396,191.91 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1443100 .2500
323,042.76 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1
1443101 .2500
239,771.74 .0800
7.6250 .0000
7.3750 .0000
7.0000 .2950
7.0000 .0000
1443102 .2500
282,371.93 .0800
7.6250 .0000
7.3750 .0000
7.0000 .2950
7.0000 .0000
1443103 .2500
228,575.69 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1443105 .2500
229,320.48 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1443106 .2500
272,465.42 .0800
7.3750 .0000
7.1250 .0000
7.0000 .0450
7.0000 .0000
1443108 .2500
366,552.71 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1443109 .2500
298,121.94 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1443110 .2500
47,679.62 .0300
8.6250 .0000
8.3750 .0000
7.0000 1.3450
7.0000 .0000
1
1443111 .2500
292,922.41 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1443112 .2500
215,641.54 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1443113 .2500
397,440.99 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1443114 .2500
265,169.86 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1443115 .2500
340,944.25 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1443116 .2500
256,496.20 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1443117 .2500
258,159.31 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1443119 .2500
295,021.08 .0300
8.7500 .0000
8.5000 .0000
7.0000 1.4700
7.0000 .0000
1
1443120 .2500
310,981.54 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1443121 .2500
252,749.98 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1443122 .2500
501,635.29 .0300
8.5000 .0000
8.2500 .0000
7.0000 1.2200
7.0000 .0000
1443123 .2500
331,967.15 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1443124 .2500
452,690.39 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1443125 .2500
447,361.57 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1443126 .2500
363,921.63 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1443127 .2500
283,039.37 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1
1443128 .2500
238,481.19 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1443129 .2500
248,400.73 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1443130 .2500
220,003.70 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1443131 .2500
297,352.91 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1443132 .2500
287,787.04 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1443133 .2500
320,655.33 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1443134 .2500
277,391.27 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1443135 .2500
272,465.46 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1
1443136 .2500
481,471.92 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1443137 .2500
222,903.66 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1443138 .2500
362,836.30 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1443139 .2500
264,185.82 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1443140 .2500
264,370.60 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1443141 .2500
410,519.85 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1443142 .2500
397,794.97 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1443143 .2500
63,899.95 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1
1443144 .2500
271,196.39 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1443148 .2500
291,228.36 .0300
8.3750 .0000
8.1250 .0000
7.0000 1.0950
7.0000 .0000
1443149 .2500
285,832.80 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1443150 .2500
298,101.50 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1443151 .2500
222,686.64 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1443152 .2500
319,756.05 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1443153 .2500
258,354.63 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1443154 .2500
351,901.51 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1
1443155 .2500
438,572.17 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1443156 .2500
576,255.41 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1443158 .2500
299,053.51 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1443159 .2500
267,258.34 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1443160 .2500
348,988.54 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1443161 .2500
233,338.62 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1443162 .2500
328,000.00 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1443163 .2500
258,414.21 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1
1443164 .2500
243,332.85 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1443180 .2500
518,446.69 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1443184 .2500
397,628.81 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1443185 .2500
362,611.29 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1443186 .2500
217,673.05 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1443187 .2500
348,014.69 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1443189 .2500
238,513.76 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1443191 .2500
267,181.68 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1
1443193 .2500
318,103.05 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1443194 .2500
342,886.67 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1443195 .2500
283,160.94 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1443196 .2500
279,823.99 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1443197 .2500
308,261.74 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1443198 .2500
223,338.21 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1443199 .2500
676,013.04 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1443200 .2500
249,253.22 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1
1443201 .2500
387,838.00 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1443202 .2500
288,242.85 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1443203 .2500
248,468.61 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1443204 .2500
129,624.32 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1443205 .2500
238,592.84 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1443206 .2500
215,490.19 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1443207 .2500
241,543.63 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1443208 .2500
266,808.90 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1
1443209 .2500
315,163.23 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1443210 .2500
247,769.83 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1443211 .2500
213,102.90 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1443212 .2500
336,513.82 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1443213 .2500
280,780.34 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1443214 .2500
248,152.57 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1443215 .2500
210,229.58 .0300
8.5000 .0000
8.2500 .0000
7.0000 1.2200
7.0000 .0000
1443216 .2500
398,791.95 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1
1443217 .2500
258,434.13 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1443218 .2500
249,261.39 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1443219 .2500
285,430.83 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1443220 .2500
249,285.50 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1443221 .2500
266,428.66 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1443222 .2500
241,308.36 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1443223 .2500
306,630.88 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1443224 .2500
347,947.88 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1
1443225 .2500
497,557.96 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1443226 .2500
346,867.91 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1443227 .2500
348,965.95 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1443229 .2500
252,850.75 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1443230 .2500
286,311.40 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1443231 .2500
701,259.87 .0300
9.0000 .0000
8.7500 .0000
7.0000 1.7200
7.0000 .0000
1443262 .2500
243,462.48 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1443319 .2500
582,000.00 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1
1443328 .2000
291,079.70 .0800
6.0000 .0000
5.8000 .0000
5.7200 .0000
5.7200 .0000
1443337 .2000
245,296.96 .0800
8.6250 .0000
8.4250 .0000
7.0000 1.3450
7.0000 .0000
1443344 .2500
648,079.63 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1443394 .2500
221,250.00 .0800
8.8400 .0000
8.5900 .0000
7.0000 1.5100
7.0000 .0000
1443397 .2500
235,000.00 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1443398 .2500
77,786.80 .0800
8.6250 .0000
8.3750 .0000
7.0000 1.2950
7.0000 .0000
1443504 .2500
353,375.83 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1443535 .2500
73,382.02 .0800
8.5000 .0000
8.2500 .0000
7.0000 1.1700
7.0000 .0000
1
1443550 .2500
303,081.88 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1443561 .2500
645,968.67 .0800
7.3750 .0000
7.1250 .0000
7.0000 .0450
7.0000 .0000
1443583 .2500
107,359.78 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1443585 .2500
251,263.66 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1443589 .2500
288,750.00 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1443590 .2500
229,049.12 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1443599 .2500
370,000.00 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1443608 .2500
460,000.00 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1
1443736 .1250
1,000,000.00 .0800
8.0500 .0000
7.9250 .0000
7.0000 .8450
7.0000 .0000
1443737 .1250
276,000.00 .0800
7.5500 .0000
7.4250 .0000
7.0000 .3450
7.0000 .0000
1443763 .2500
79,769.83 .0800
8.0500 .0000
7.8000 .0000
7.0000 .7200
7.0000 .0000
1443764 .2500
49,855.50 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1443765 .2500
345,992.77 .0800
7.9500 .0000
7.7000 .0000
7.0000 .6200
7.0000 .0000
1443766 .2500
343,005.88 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1443767 .2500
250,000.00 .0800
8.0500 .0000
7.8000 .0000
7.0000 .7200
7.0000 .0000
1443768 .2500
112,500.00 .0800
7.9000 .0000
7.6500 .0000
7.0000 .5700
7.0000 .0000
1
1443769 .2500
50,000.00 .0800
7.9250 .0000
7.6750 .0000
7.0000 .5950
7.0000 .0000
1443771 .2500
249,166.67 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1443772 .2500
75,000.00 .0800
8.1250 .0000
7.8750 .0000
7.0000 .7950
7.0000 .0000
1443773 .2500
45,270.53 .0800
8.1500 .0000
7.9000 .0000
7.0000 .8200
7.0000 .0000
1443774 .2500
180,000.00 .0800
8.0500 .0000
7.8000 .0000
7.0000 .7200
7.0000 .0000
1443775 .2500
120,000.00 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1443776 .2500
115,300.00 .0800
8.1250 .0000
7.8750 .0000
7.0000 .7950
7.0000 .0000
1443777 .2500
56,000.00 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1
1443778 .2500
334,000.00 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1443792 .2500
267,300.00 .0800
8.0250 .0000
7.7750 .0000
7.0000 .6950
7.0000 .0000
1443794 .2500
97,500.00 .0800
8.0500 .0000
7.8000 .0000
7.0000 .7200
7.0000 .0000
1443797 .2500
271,349.63 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1443802 .2500
220,000.00 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1443898 .2500
124,747.84 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1443902 .2500
342,451.15 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1443905 .2500
236,790.55 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1
1443930 .2500
247,283.31 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1443947 .2500
400,000.00 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1444073 .2500
286,950.00 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1444079 .2500
100,000.00 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1444088 .2500
400,000.00 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1444093 .2500
269,193.48 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1444122 .2500
390,900.00 .0800
8.2500 .0000
8.0000 .0000
7.0000 .9200
7.0000 .0000
1444131 .2500
598,127.51 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1
1444134 .2500
498,506.43 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1444146 .1250
293,000.00 .0800
7.6500 .0000
7.5250 .0000
7.0000 .4450
7.0000 .0000
1444156 .2000
236,369.69 .0800
6.7500 .0000
6.5500 .0000
6.4700 .0000
6.4700 .0000
1444195 .2000
200,466.96 .0800
7.1250 .0000
6.9250 .0000
6.8450 .0000
6.8450 .0000
1444200 .2000
327,355.58 .0800
6.5000 .0000
6.3000 .0000
6.2200 .0000
6.2200 .0000
1444221 .2000
344,139.60 .0800
7.2500 .0000
7.0500 .0000
6.9700 .0000
6.9700 .0000
1444224 .2000
269,612.43 .0800
7.5000 .0000
7.3000 .0000
7.0000 .2200
7.0000 .0000
1444227 .2000
245,005.40 .0800
8.0000 .0000
7.8000 .0000
7.0000 .7200
7.0000 .0000
1
1444228 .2000
248,709.00 .0800
6.6250 .0000
6.4250 .0000
6.3450 .0000
6.3450 .0000
1444233 .2000
527,131.73 .0800
6.7500 .0000
6.5500 .0000
6.4700 .0000
6.4700 .0000
1444238 .2000
244,269.60 .0800
6.5000 .0000
6.3000 .0000
6.2200 .0000
6.2200 .0000
1444248 .2000
475,037.61 .0800
6.8750 .0000
6.6750 .0000
6.5950 .0000
6.5950 .0000
1444254 .2000
275,421.17 .0800
6.8750 .0000
6.6750 .0000
6.5950 .0000
6.5950 .0000
1444257 .2000
226,473.62 .0800
7.0000 .0000
6.8000 .0000
6.7200 .0000
6.7200 .0000
1444261 .2000
273,035.37 .0800
6.5000 .0000
6.3000 .0000
6.2200 .0000
6.2200 .0000
1444318 .2500
234,282.45 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1
1444321 .2000
349,745.96 .0800
7.3750 .0000
7.1750 .0000
7.0000 .0950
7.0000 .0000
1444329 .2500
225,317.45 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1444336 .2000
269,911.83 .0800
6.8750 .0000
6.6750 .0000
6.5950 .0000
6.5950 .0000
1444340 .2000
305,605.48 .0800
7.6250 .0000
7.4250 .0000
7.0000 .3450
7.0000 .0000
1444345 .2000
338,723.50 .0800
7.1250 .0000
6.9250 .0000
6.8450 .0000
6.8450 .0000
1444359 .2000
314,790.16 .0800
8.0000 .0000
7.8000 .0000
7.0000 .7200
7.0000 .0000
1444362 .2000
202,422.78 .0800
6.5000 .0000
6.3000 .0000
6.2200 .0000
6.2200 .0000
1444363 .2000
206,109.63 .0800
7.8750 .0000
7.6750 .0000
7.0000 .5950
7.0000 .0000
1
1444365 .2000
192,257.42 .0800
7.2500 .0000
7.0500 .0000
6.9700 .0000
6.9700 .0000
1444368 .2000
215,347.38 .0800
7.1250 .0000
6.9250 .0000
6.8450 .0000
6.8450 .0000
1444372 .2500
240,000.00 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1444373 .2000
230,178.79 .0800
5.8750 .0000
5.6750 .0000
5.5950 .0000
5.5950 .0000
1444375 .2000
429,104.29 .0800
7.8750 .0000
7.6750 .0000
7.0000 .5950
7.0000 .0000
1444377 .2000
284,226.37 .0800
7.8750 .0000
7.6750 .0000
7.0000 .5950
7.0000 .0000
1444379 .2000
507,265.19 .0800
8.1250 .0000
7.9250 .0000
7.0000 .8450
7.0000 .0000
1444380 .2000
319,296.25 .0800
6.7500 .0000
6.5500 .0000
6.4700 .0000
6.4700 .0000
1
1444381 .2000
234,318.68 .0800
6.3750 .0000
6.1750 .0000
6.0950 .0000
6.0950 .0000
1444383 .2000
254,255.09 .0800
7.2500 .0000
7.0500 .0000
6.9700 .0000
6.9700 .0000
1444384 .2000
231,042.36 .0800
7.1250 .0000
6.9250 .0000
6.8450 .0000
6.8450 .0000
1444386 .2000
219,521.56 .0800
5.7500 .0000
5.5500 .0000
5.4700 .0000
5.4700 .0000
1444415 .2000
264,103.38 .0800
7.6250 .0000
7.4250 .0000
7.0000 .3450
7.0000 .0000
1444418 .2000
354,442.59 .0800
6.0000 .0000
5.8000 .0000
5.7200 .0000
5.7200 .0000
1444422 .2000
301,087.54 .0800
7.1250 .0000
6.9250 .0000
6.8450 .0000
6.8450 .0000
1444696 .2500
70,479.35 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1
1444719 .2500
274,113.38 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1444723 .2500
291,127.76 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1444735 .2500
705,617.23 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1444741 .2500
216,800.00 .0300
8.5000 .0000
8.2500 .0000
7.0000 1.2200
7.0000 .0000
1444745 .2500
520,000.00 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1444746 .2500
574,316.93 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1444862 .2500
286,188.83 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1445077 .2500
319,095.55 .0800
8.2500 .0000
8.0000 .0000
7.0000 .9200
7.0000 .0000
1
1445144 .2500
219,050.00 .0800
9.1250 .0000
8.8750 .0000
7.0000 1.7950
7.0000 .0000
1445291 .2500
89,739.91 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1445310 .2500
397,576.35 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1445385 .2500
278,050.00 .0800
8.1250 .0000
7.8750 .0000
7.0000 .7950
7.0000 .0000
1445389 .2500
334,996.32 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1445392 .2500
274,368.86 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1445393 .2500
243,263.09 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1445395 .2500
230,400.00 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1
1445423 .2500
300,000.00 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1445594 .2500
257,203.56 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1445596 .2500
299,133.04 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1445600 .2500
215,030.24 .0300
9.0000 .0000
8.7500 .0000
7.0000 1.7200
7.0000 .0000
1445605 .2500
240,612.04 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1445608 .2500
258,061.70 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1445613 .2500
346,739.04 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1445616 .2500
299,123.40 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1
1445720 .2500
174,499.86 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1445722 .2500
240,000.00 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1445723 .2500
278,400.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1445751 .2500
294,000.00 .0300
8.3750 .0000
8.1250 .0000
7.0000 1.0950
7.0000 .0000
1445910 .2500
240,703.60 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
1445911 .2500
29,749.47 .0300
8.5000 .0000
8.2500 .0000
7.0000 1.2200
7.0000 .0000
1445912 .2500
227,762.84 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1445913 .2500
200,500.10 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1
1445914 .2500
198,761.47 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1445915 .2500
298,182.26 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1445916 .2500
201,932.48 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1445918 .2500
229,585.00 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1445919 .2500
116,627.97 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1445921 .2500
397,654.73 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1445922 .2500
336,200.50 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1445923 .2500
216,508.90 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1
1445924 .2500
228,047.66 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1445925 .2500
19,881.44 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1445926 .2500
275,794.83 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1445927 .2500
258,492.25 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1445928 .2500
249,495.69 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1445930 .2500
602,407.68 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1445931 .2500
445,315.03 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1445932 .2500
293,192.96 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1
1445934 .2500
125,019.13 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1445935 .2500
328,970.13 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1445936 .2500
121,743.22 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1445937 .2500
194,417.51 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1445939 .2500
249,244.97 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1445940 .2500
79,778.88 .0300
8.5000 .0000
8.2500 .0000
7.0000 1.2200
7.0000 .0000
1445941 .2500
223,308.52 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1445942 .2500
267,163.62 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1
1445943 .2500
122,671.27 .0300
8.8750 .0000
8.6250 .0000
7.0000 1.5950
7.0000 .0000
1445944 .2500
239,259.13 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1445947 .2500
289,189.42 .0300
8.3750 .0000
8.1250 .0000
7.0000 1.0950
7.0000 .0000
1445948 .2500
289,600.00 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1445949 .2500
170,000.00 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1445964 .2500
220,773.71 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1445994 .2500
258,459.21 .0800
8.1250 .0000
7.8750 .0000
7.0000 .7950
7.0000 .0000
1446119 .2500
322,066.57 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1
1446267 .2500
335,007.31 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1446269 .2500
309,921.54 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1446271 .2500
238,513.76 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1446274 .2500
276,825.06 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1446275 .2500
598,227.35 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1446344 .2500
223,338.21 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1446461 .2500
312,000.00 .0300
8.7500 .0000
8.5000 .0000
7.0000 1.4700
7.0000 .0000
1446509 .2500
570,000.00 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1
1446685 .2500
54,300.00 .0300
8.5000 .0000
8.2500 .0000
7.0000 1.2200
7.0000 .0000
1446711 .2500
274,169.46 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1446726 .2500
269,211.07 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1446975 .2500
335,819.20 .0300
8.5000 .0000
8.2500 .0000
7.0000 1.2200
7.0000 .0000
1447105 .2500
556,800.00 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1447107 .2500
221,000.00 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1447110 .2500
318,000.00 .0800
7.6250 .0000
7.3750 .0000
7.0000 .2950
7.0000 .0000
1447277 .2500
437,500.00 .0300
8.5000 .0000
8.2500 .0000
7.0000 1.2200
7.0000 .0000
1
1448021 .2500
392,656.20 .0300
8.3750 .0000
8.1250 .0000
7.0000 1.0950
7.0000 .0000
TOTAL NUMBER OF LOANS: 639
TOTAL BALANCE........: 182,156,882.70
1
RUN ON : 10/23/95 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 15.46.01 INITIAL SECURITY FEES
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S15 FIXED SUMMARY REPORT
CUTOFF : 10/01/95
POOL : 0004183
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM
TO
- -----------------------------------------------------------------
- --------------
ORIG RATE 7.8163 5.7500
10.0000
RFC NET RATE 7.5749 5.5500
9.7500
NET MTG RATE(INVSTR RATE) 6.9531 5.4700
7.0000
POST STRIP RATE 6.9531 5.4700
7.0000
SUB SERV FEE .2415 .1250
.5000
MSTR SERV FEE .0505 .0300
.0800
ALL EXP .0000 .0000
.0000
MISC EXP .0000 .0000
.0000
SPREAD .5713 .0000
2.7200
STRIP .0000 .0000
.0000
TOTAL NUMBER OF LOANS: 639
TOTAL BALANCE........: 182,156,882.70
***************************
* 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-S15, Class R (the
"Owner")), a [savings
institution] [corporation] duly organized and existing under the
laws of [the State of
__________________] [the United States], on behalf of which he
makes this affidavit and
agreement.
2. That the Owner (i) is not and will not be a
"disqualified organization" as of [date
of transfer] within the meaning of Section 860E(e)(5) of the
Internal Revenue Code of 1986, as
amended (the "Code"), (ii) will endeavor to remain other than a
disqualified organization for so
long as it retains its ownership interest in the Class R
Certificates, and (iii) is acquiring
the Class R Certificates for its own account or for the account
of another Owner from which it
has received an affidavit and agreement in substantially the same
form as this affidavit and
agreement. (For this purpose, a "disqualified organization" means
the United States, any state
or political subdivision thereof, any agency or instrumentality
of any of the foregoing (other
than an instrumentality all of the activities of which are
subject to tax and, except for the
Federal Home Loan Mortgage Corporation, a majority of whose board
of directors is not selected
by any such governmental entity) or any foreign government,
international organization or any
agency or instrumentality of such foreign government or
organization, any rural electric or
telephone cooperative, or any organization (other than certain
farmers' cooperatives) that is
generally exempt from federal income tax unless such organization
is subject to the tax on
unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be
imposed on transfers of Class
R Certificates to disqualified organizations under the Code, that
applies to all transfers of
Class R Certificates after March 31, 1988; (ii) that such tax
would be on the transferor, or, if
such transfer is through an agent (which person includes a
broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person
otherwise liable for the tax
shall be relieved of liability for the tax if the transferee
furnishes to such person an
affidavit that the transferee is not a disqualified organization
and, at the time of transfer,
such person does not have actual knowledge that the affidavit is
false; and (iv) that the Class
R Certificates may be "noneconomic residual interests" within the
meaning of Treasury
regulations promulgated pursuant to the Code and that the
transferor of a noneconomic residual
interest will remain liable for any taxes due with respect to the
income on such residual
interest, unless no significant purpose of the transfer was to
impede the assessment or
collection of tax.
4. That the Owner is aware of the tax imposed on a
"pass-through entity" holding Class
R Certificates if at any time during the taxable year of the
pass-through entity a disqualified
organization is the record holder of an interest in such entity.
(For this purpose, a "pass
through entity" includes a regulated investment company, a real
estate investment trust or
common trust fund, a partnership, trust or estate, and certain
cooperatives.)
5. The Purchaser is not an employee benefit plan or other
plan subject to the
prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the
"Code"), or an investment manager, named fiduciary or a trustee
of any such plan, or any other
Person acting, directly or indirectly, on behalf of or purchasing
any Certificate with "plan
assets" of any such plan.
6. That the Owner is aware that the Trustee will not
register the transfer of any
Class R Certificates unless the transferee, or the transferee's
agent, delivers to it an
affidavit and agreement, among other things, in substantially the
same form as this affidavit
and agreement. The Owner expressly agrees that it will not
consummate any such transfer if it
knows or believes that any of the representations contained in
such affidavit and agreement are
false.
7. That the Owner has reviewed the restrictions set forth
on the face of the Class R
Certificates and the provisions of Section 5.02(f) of the Pooling
and Servicing Agreement under
which the Class R Certificates were issued (in particular, clause
(iii)(A) and (iii)(B) of
Section 5.02(f) which authorize the Trustee to deliver payments
to a person other than the Owner
and negotiate a mandatory sale by the Trustee in the event the
Owner holds such Certificates in
violation of Section 5.02(f)). The Owner expressly agrees to be
bound by and to comply with
such restrictions and provisions.
8. That the Owner consents to any additional restrictions
or arrangements that shall
be deemed necessary upon advice of counsel to constitute a
reasonable arrangement to ensure that
the Class R Certificates will only be owned, directly or
indirectly, by an Owner that is not a
disqualified organization.
9. The Owner's Taxpayer Identification Number is
______________.
10. This affidavit and agreement relates only to the
Class R Certificates held by the
Owner and not to any other holder of the Class R Certificates.
The Owner understands that the
liabilities described herein relate only to the Class R
Certificates.
11. That no purpose of the Owner relating to the transfer
of any of the Class R
Certificates by the Owner is or will be to impede the assessment
or collection of any tax.
12. That the Owner has no present knowledge or
expectation that it will be unable to
pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.
In this regard, the Owner hereby represents to and for the
benefit of the person from whom it
acquired the Class R Certificate that the Owner intends to pay
taxes associated with holding
such Class R Certificate as they become due, fully understanding
that it may incur tax
liabilities in excess of any cash flows generated by the Class R
Certificate.
13. That the Owner has no present knowledge or
expectation that it will become
insolvent or subject to a bankruptcy proceeding for so long as
any of the Class R Certificates
remain outstanding.
14. The 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
The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S15
Re: Mortgage Pass-Through Certificates,
Series 1995-S15, Class R
Ladies and Gentlemen:
This letter is delivered to you in connection
with the transfer by
_______________________________ (the "Seller") to
_______________________________ (the
"Purchaser") of $_____________ Initial Certificate Principal
Balance of Mortgage Pass-Through
Certificates, Series 1995-S15, Class R (the "Certificates"),
pursuant to Section 5.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of October 1,
1995 among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"),
Residential Funding Corporation, as master servicer, and The
First National Bank of Chicago, as
trustee (the "Trustee"). All terms used herein and not otherwise
defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The
Seller hereby certifies,
represents and warrants to, and covenants with, the Company and
the Trustee that:
1. No purpose of the Seller relating to the
transfer of the Certificate
by the Seller to the Purchaser is or will be to impede the
assessment or collection of any tax.
2. The Seller understands that the Purchaser
has delivered to the
Trustee and the Master Servicer a transfer affidavit and
agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit I-1. The Seller does
not know or believe that any
representation contained therein is false.
3. The Seller has at the time of the transfer
conducted a reasonable
investigation of the financial condition of the Purchaser as
contemplated by Treasury
Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has
determined that the Purchaser has historically paid its debts as
they become due and has found
no significant evidence to indicate that the Purchaser will not
continue to pay its debts as
they become due in the future. The Seller understands that the
transfer of a Class R
Certificate may not be respected for United States income tax
purposes (and the Seller may
continue to be liable for United States income taxes associated
therewith) unless the Seller has
conducted such an investigation.
4. The Seller has no actual knowledge that the
proposed Transferee is
not both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S15
RE: Mortgage Pass-Through Certificates,
Series 1995-S15, Class B-
Ladies and Gentlemen:
_________________________ (the "Purchaser")
intends to purchase from
___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance
of Mortgage Pass-Through Certificates, Series 1995-S15, Class __
(the "Certificates"), issued
pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated
as of October 1, 1995 among Residential Funding Mortgage
Securities I, Inc., as seller (the
"Company"), Residential Funding Corporation, as master servicer,
and The First National Bank of
Chicago, as trustee (the "Trustee"). All terms used herein and
not otherwise defined shall have
the meanings set forth in the Pooling and Servicing Agreement.
The Purchaser hereby certifies,
represents and warrants to, and covenants with, the Company and
the Trustee that:
1. The Purchaser understands that (a)
the Certificates have not
been and will not be registered or qualified
under the Securities Act of
1933, as amended (the "Act") or any state
securities law, (b) the Company
is not required to so register or qualify the
Certificates, (c) the
Certificates may be resold only if registered
and qualified pursuant to the
provisions of the Act or any state securities
law, or if an exemption from
such registration and qualification is
available, (d) the Pooling and
Servicing Agreement contains restrictions
regarding the transfer of the
Certificates and (e) the Certificates will bear
a legend to the foregoing
effect.
2. The Purchaser is acquiring the
Certificates for its own
account for investment only and not with a view
to or for sale in
connection with any distribution thereof in any
manner that would violate
the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial,
sophisticated
institutional investor having such knowledge and
experience in financial
and business matters, and, in particular, in
such matters related to
securities similar to the Certificates, such
that it is capable of
evaluating the merits and risks of investment in
the Certificates, (b) able
to bear the economic risks of such an investment
and (c) an "accredited
investor" within the meaning of Rule 501(a)
promulgated pursuant to the
Act.
4. The Purchaser has been furnished
with, and has had an
opportunity to review (a) [a copy of the Private
Placement Memorandum,
dated ___________________, 19__, relating to the
Certificates (b)] a copy
of the Pooling and Servicing Agreement and [b]
[c] such other information
concerning the Certificates, the Mortgage Loans
and the Company as has been
requested by the Purchaser from the Company or
the Seller and is relevant
to the Purchaser's decision to purchase the
Certificates. The Purchaser
has had any questions arising from such review
answered by the Company or
the Seller to the satisfaction of the Purchaser.
[If the Purchaser did not
purchase the Certificates from the Seller in
connection with the initial
distribution of the Certificates and was
provided with a copy of the
Private Placement Memorandum (the "Memorandum")
relating to the original
sale (the "Original Sale") of the Certificates
by the Company, the
Purchaser acknowledges that such Memorandum was
provided to it by the
Seller, that the Memorandum was prepared by the
Company solely for use in
connection with the Original Sale and the
Company did not participate in or
facilitate in any way the purchase of the
Certificates by the Purchaser
from the Seller, and the Purchaser agrees that
it will look solely to the
Seller and not to the Company with respect to
any damage, liability, claim
or expense arising out of, resulting from or in
connection with (a) error
or omission, or alleged error or omission,
contained in the Memorandum, or
(b) any information, development or event
arising after the date of the
Memorandum.]
5. The Purchaser has not and will not
nor has it authorized or
will it authorize any person to (a) offer,
pledge, sell, dispose of or
otherwise transfer any Certificate, any interest
in any Certificate or any
other similar security to any person in any
manner, (b) solicit any offer
to buy or to accept a pledge, disposition of
other transfer of any
Certificate, any interest in any Certificate or
any other similar security
from any person in any manner, (c) otherwise
approach or negotiate with
respect to any Certificate, any interest in any
Certificate or any other
similar security with any person in any manner,
(d) make any general
solicitation by means of general advertising or
in any other manner or (e)
take any other action, that (as to any of (a)
through (e) above) would
constitute a distribution of any Certificate
under the Act, that would
render the disposition of any Certificate a
violation of Section 5 of the
Act or any state securities law, or that would
require registration or
qualification pursuant thereto. The Purchaser
will not sell or otherwise
transfer any of the Certificates, except in
compliance with the provisions
of the Pooling and Servicing Agreement.
6. The Purchaser is not an employee
benefit or other plan
subject to the prohibited transaction provisions
of the Employee Retirement
Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the
"Code"), or an investment
manager, 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, may 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
The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S15
Re: Mortgage Pass-Through Certificates,
Series 1995-S15, 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-S15, Class (the
"Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of October 1,
1995 among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"),
Residential Funding Corporation, as master servicer, and The
First National Bank of Chicago, as
trustee (the "Trustee"). The Seller hereby certifies, represents
and warrants to, and covenants
with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its
behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any
Certificate, any interest in any
Certificate or any other similar security to any person in any
manner, (b) has solicited any
offer to buy or to accept a pledge, disposition or other transfer
of any Certificate, any
interest in any Certificate or any other similar security from
any person in any manner, (c) has
otherwise approached or negotiated with respect to any
Certificate, any interest in any
Certificate or any other similar security with any person in any
manner, (d) has made any
general solicitation by means of general advertising or in any
other manner, or (e) has taken
any other action, that (as to any of (a) through (e) above) would
constitute a distribution of
the Certificates under the Securities Act of 1933 (the "Act"),
that would render the disposition
of any Certificate a violation of Section 5 of the Act or any
state securities law, or that
would require registration or qualification pursuant thereto.
The Seller will not act, in any
manner set forth in the foregoing sentence with respect to any
Certificate. The Seller has not
and will not sell or otherwise transfer any of the Certificates,
except in compliance with the
provisions of the Pooling and Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including
numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder
(the "Seller"), intends to
transfer the Rule 144A Securities described above to the
undersigned buyer (the "Buyer").
1. In connection with such transfer and in
accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the
Seller hereby certifies the
following facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred,
pledged, sold or otherwise disposed of the Rule 144A Securities,
any interest in the Rule 144A
Securities or any other similar security to, or solicited any
offer to buy or accept a transfer,
pledge or other disposition of the Rule 144A Securities, any
interest in the Rule 144A
Securities or any other similar security from, or otherwise
approached or negotiated with
respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other
similar security with, any person in any manner, or made any
general solicitation by means of
general advertising or in any other manner, or taken any other
action, that would constitute a
distribution of the Rule 144A Securities under the Securities Act
of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A
Securities a violation of Section 5
of the 1933 Act or require registration pursuant thereto, and
that the Seller has not offered
the Rule 144A Securities to any person other than the Buyer or
another "qualified institutional
buyer" as defined in Rule 144A under the 1933 Act.
2. The Buyer warrants and represents to, and
covenants with, the Seller,
the Trustee and the Master Servicer (as defined in the Pooling
and Servicing Agreement (the
"Agreement"), dated as of October 1, 1995 among Residential
Funding Corporation as Master
Servicer, Residential Funding Mortgage Securities I, Inc. as
depositor pursuant to Section 5.02
of the Agreement and The First National Bank of Chicago as
trustee, as follows:
a. The Buyer understands that the Rule
144A Securities have not been
registered under the 1933 Act or the securities laws
of any state.
b. The Buyer considers itself a
substantial, sophisticated
institutional investor having such knowledge and
experience in financial and
business matters that it is capable of evaluating the
merits and risks of
investment in the Rule 144A Securities.
c. The Buyer has been furnished with all
information regarding the
Rule 144A Securities that it has requested from the
Seller, the Trustee or the
Servicer.
d. Neither the Buyer nor anyone acting on
its behalf has offered,
transferred, pledged, sold or otherwise disposed of
the Rule 144A Securities, any
interest in the Rule 144A Securities or any other
similar security to, or
solicited any offer to buy or accept a transfer,
pledge or other disposition of
the Rule 144A Securities, any interest in the Rule
144A Securities or any other
similar security from, or otherwise approached or
negotiated with respect to the
Rule 144A Securities, any interest in the Rule 144A
Securities or any other
similar security with, any person in any manner, or
made any general solicitation
by means of general advertising or in any other
manner, or taken any other
action, that would constitute a distribution of the
Rule 144A Securities under
the 1933 Act or that would render the disposition of
the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require
registration pursuant thereto,
nor will it act, nor has it authorized or will it
authorize any person to act, in
such manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional
buyer" as that term is
defined in Rule 144A under the 1933 Act and has
completed either of the forms of
certification to that effect attached hereto as Annex
1 or Annex 2. The Buyer is
aware that the sale to it is being made in reliance
on Rule 144A. The Buyer is
acquiring the Rule 144A Securities for its own
account or the accounts of other
qualified institutional buyers, understands that such
Rule 144A Securities may be
resold, pledged or transferred only (i) to a person
reasonably believed to be a
qualified institutional buyer that purchases for its
own account or for the
account of a qualified institutional buyer to whom
notice is given that the
resale, pledge or transfer is being made in reliance
on Rule 144A, or (ii)
pursuant to another exemption from registration under
the 1933 Act.
[3. The Buyer warrants and represents to, and
covenants with, the Seller,
the Trustee, Master Servicer and the Company that either (1) the
Buyer is (A) not an employee
benefit plan (within the meaning of Section 3(3) of the Employee
Retirement Income Security Act
of 1974, as amended ("ERISA")), or a plan (within the meaning of
Section 4975(e)(1) of the
Internal Revenue Code of 1986 ("Code")), which (in either case)
is subject to ERISA or Section
4975 of the Code (both a "Plan"), and (B) is not directly or
indirectly purchasing the Rule 144A
Securities on behalf of, as investment manager of, as named
fiduciary of, as trustee of, or with
"plan assets" of a Plan, or (2) the Buyer understands that
registration of transfer of any Rule
144A Securities to any Plan, or to any Person acting on behalf of
or purchasing any such
Certificate with "plan assets of any Plan, may not be made unless
such Plan or Person, including
the Buyer, delivers an opinion of its counsel, addressed and
satisfactory to the Trustee, the
Company and the Master Servicer, to the effect that the purchase
and holding of the Rule 144A
Securities by, on behalf of or with "plan assets" of 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 liabilities
under ERISA or Section 4975 of the
Code) in addition to those undertaken in the Pooling and
Servicing Agreement.]
4. This document may be executed in one or more
counterparts and by the
different parties hereto on separate counterparts, each of which,
when so executed, shall be
deemed to be an original; such counterparts, together, shall
constitute one and the same
document.
IN WITNESS WHEREOF, each of the parties has
executed this document as of
the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer
Identification:
No. No.
Date: Date:
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE
144A
[For Buyers Other Than Registered Investment
Companies]
The undersigned hereby certifies as follows in connection
with the Rule 144A Investment
Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer,
Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is
a "qualified institutional
buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A")
because (i) the Buyer owned and/or invested on a discretionary
basis $______________________ in
securities (except for the excluded securities referred to below)
as of the end of the Buyer's
most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the
Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than
a bank, savings and loan
association or similar institution), Massachusetts or
similar business trust,
partnership, or charitable organization described in
Section 501(c)(3) of the Internal
Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking
institution organized under the laws
of any State, territory or the District of Columbia, the
business of which is
substantially confined to banking and is supervised by the
State or territorial banking
commission or similar official or is a foreign bank or
equivalent institution, and (b)
has an audited net worth of at least $25,000,000 as
demonstrated in its latest annual
financial statements, a copy of which is attached hereto.
___ Savings and Loan. The Buyer (a) is a savings and loan
association, building and loan
association, cooperative bank, homestead association or
similar institution, which is
supervised and examined by a State or Federal authority
having supervision over any
such institutions or is a foreign savings and loan
association or equivalent
institution and (b) has an audited net worth of at least
$25,000,000 as demonstrated in
its latest annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant
to Section 15 of the
Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company
whose primary and predominant
business activity is the writing of insurance or the
reinsuring of risks underwritten
by insurance companies and which is subject to supervision
by the insurance
commissioner or a similar official or agency of a State or
territory or the District of
Columbia.
___ State or Local Plan. The Buyer is a plan established and
maintained by a State, its
political subdivisions, or any agency or instrumentality
of the State or its political
subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within
the meaning of Title I of the
Employee Retirement Income Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser
registered under the
Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company
licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of the
Small Business Investment
Act of 1958.
___ Business Development Company. The Buyer is a business
development company as defined
in Section 202(a)(22) of the Investment Advisers Act of
1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a
bank or trust company and
whose participants are exclusively (a) plans established
and maintained by a State, its
political subdivisions, or any agency or instrumentality
of the State or its political
subdivisions, for the benefit of its employees, or (b)
employee benefit plans within
the meaning of Title I of the Employee Retirement Income
Security Act of 1974, but is
not a trust fund that includes as participants individual
retirement accounts or H.R.
10 plans.
3. The term "securities" as used herein does not
include (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment
to or subscription by the Buyer, if the Buyer is a dealer, (iii)
bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity
swaps.
4. For purposes of determining the aggregate amount of
securities owned and/or
invested on a discretionary basis by the Buyer, the Buyer used
the cost of such securities to
the Buyer and did not include any of the securities referred to
in the preceding paragraph.
Further, in determining such aggregate amount, the Buyer may have
included securities owned by
subsidiaries of the Buyer, but only if such subsidiaries are
consolidated with the Buyer in
its financial statements prepared in accordance with generally
accepted accounting principles
and if the investments of such subsidiaries are managed under the
Buyer's direction. However,
such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of
another enterprise and the Buyer is not itself a reporting
company under the Securities Exchange
Act of 1934.
5. The Buyer acknowledges that it is familiar with
Rule 144A and understands that
the seller to it and other parties related to the Certificates
are relying and will continue to
rely on the statements made herein because one or more sales to
the Buyer may be in reliance on
Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no",
the Buyer agrees that, in
connection with any purchase of securities sold to the Buyer for
the account of a third party
(including any separate account) in reliance on Rule 144A, the
Buyer will only purchase for the
account of a third party that at the time is a "qualified
institutional buyer" within the
meaning of Rule 144A. In addition, the Buyer agrees that the
Buyer will not purchase securities
for a third party unless the Buyer has obtained a current
representation letter from such third
party or taken other appropriate steps contemplated by Rule 144A
to conclude that such third
party independently meets the definition of "qualified
institutional buyer" set forth in Rule
144A.
7. The Buyer will notify each of the parties to which
this certification is made
of any changes in the information and conclusions herein. Until
such notice is given, the
Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification
as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE
144A
[For Buyers That Are Registered Investment
Companies]
The undersigned hereby certifies as follows in connection
with the Rule 144A
Investment Representation to which this Certification is
attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer or
Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933
("Rule 144A") because Buyer is
part of a Family of Investment Companies (as defined below), is
such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional
buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered
under the Investment Company Act of 1940, and (ii) as marked
below, the Buyer alone, or the
Buyer's Family of Investment Companies, owned at least
$100,000,000 in securities (other than
the excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year.
For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family
of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities
(other than the excluded
securities referred to below) as of the end of the
Buyer's most recent fiscal year
(such amount being calculated in accordance with
Rule 144A).
____ The Buyer is part of a Family of Investment
Companies which owned in the aggregate
$______________ in securities (other than the
excluded securities referred to below)
as of the end of the Buyer's most recent fiscal year
(such amount being calculated
in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used
herein means two or more
registered investment companies (or series thereof) that have the
same investment adviser or
investment advisers that are affiliated (by virtue of being
majority owned subsidiaries of the
same parent or because one investment adviser is a majority owned
subsidiary of the other).
4. The term "securities" as used herein does not
include (i) securities of
issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment
Companies, (ii) bank deposit notes and certificates of deposit,
(iii) loan participations, (iv)
repurchase agreements, (v) securities owned but subject to a
repurchase agreement and (vi)
currency, interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands
that each of the parties
to which this certification is made are relying and will continue
to rely on the statements made
herein because one or more sales to the Buyer will be in reliance
on Rule 144A. In addition,
the Buyer will only purchase for the Buyer's own account.
6. The undersigned will notify each of the parties to
which this certification is
made of any changes in the information and conclusions herein.
Until such notice, the Buyer's
purchase of Rule 144A Securities will constitute a reaffirmation
of this certification by the
undersigned as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
EXHIBIT M
[Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 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) the
Trust Fund to fail to qualify as
a REMIC at any time that any Certificate is outstanding, and (ii)
no such substitution shall be
made unless (A) the substitute Limited Guaranty or Subordinate
Certificate Loss Obligation is
for an initial amount not less than the then current Amount
Available and contains provisions
that are in all material respects equivalent to the original
Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the
fees, reimbursements or other
obligations under any such instrument will be borne by the Trust
Fund), (B) the long term debt
obligations of any obligor of any substitute Limited Guaranty or
Subordinate Certificate Loss
Obligation (if not supported by the Limited Guaranty) shall be
rated at least the lesser of (a)
the rating of the long term debt obligations of General Motors
Acceptance Corporation as of the
date of issuance of the Limited Guaranty and (b) the rating of
the long term debt obligations of
General Motors Acceptance Corporation at the date of such
substitution and (C) the Company
obtains written confirmation from each nationally recognized
credit rating agency that rated the
Class B Certificates at the request of the Company that such
substitution shall not lower the
rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to
the Class B Certificates by such rating agency and (b) the
original rating assigned to the Class
B Certificates by such rating agency. Any replacement of the
Limited Guaranty or Subordinate
Certificate Loss Obligation pursuant to this Section shall be
accompanied by a written Opinion
of Counsel to the substitute guarantor or obligor, addressed to
the Master Servicer and the
Trustee, that such substitute instrument constitutes a legal,
valid and binding obligation of
the substitute guarantor or obligor, enforceable in accordance
with its terms, and concerning
such other matters as the Master Servicer and the Trustee shall
reasonably request. Neither the
Company, the Master Servicer nor the Trustee shall be obligated
to substitute for or replace the
Limited Guaranty or Subordinate Certificate Loss Obligation under
any circumstance.
Section 12.02. Amendments Relating to the Limited
Guaranty. Notwithstanding
Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or
deleted, (ii) the Limited Guaranty or Subordinate Certificate
Loss Obligation may be amended,
reduced or canceled, and (iii) any other provision of this
Agreement which is related or
incidental to the matters described in this Article XII may be
amended in any manner; in each
case by written instrument executed or consented to by the
Company and Residential Funding but
without the consent of any Certificateholder and without the
consent of the Master Servicer or
the Trustee being required unless any such amendment would impose
any additional obligation on,
or otherwise adversely affect the interests of, the Master
Servicer or the Trustee, as
applicable; provided that the Company shall also obtain a letter
from each nationally recognized
credit rating agency that rated the Class B Certificates at the
request of the Company to the
effect that such amendment, reduction, deletion or cancellation
will not lower the rating on the
Class B Certificates below the lesser of (a) the then-current
rating assigned to the Class B
Certificates by such rating agency and (b) the original rating
assigned to the Class B
Certificates by such rating agency, unless (A) the Holder of 100%
of the Class B Certificates is
Residential Funding or an Affiliate of Residential Funding, or
(B) such amendment, reduction,
deletion or cancellation is made in accordance with Section
11.01(e) and, provided further that
the Company obtains, in the case of a material amendment or
supersession (but not a reduction,
cancellation or deletion of the Limited Guaranty or the
Subordinate Certificate Loss
Obligation), an Opinion of Counsel (which need not be an opinion
of Independent counsel) to the
effect that any such amendment or supersession will not cause
either (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any
federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date"
under Section 860G(d)(1) of the Code or (b) the Trust Fund to
fail to qualify as a REMIC at any
time that any Certificate is outstanding. A copy of any such
instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of
Counsel that such amendment
complies with this Section 12.02.
EXHIBIT N
[Form of Limited Guaranty]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1995-S15
, 199__
The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S15
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware
corporation ("Residential
Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New
York corporation ("GMAC"), plans to incur certain obligations as
described under Section 12.01
of the Pooling and Servicing Agreement dated as of October 1,
1995 (the "Servicing Agreement"),
among Residential Funding Mortgage Securities I, Inc. (the
"Company"), Residential Funding and
The First National Bank of Chicago (the "Trustee") as amended by
Amendment No. ___ thereto,
dated as of ________, with respect to the Mortgage Pass-Through
Certificates, Series 1995-S15
(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:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF
MORTGAGE LOAN
__________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S15
Re: Mortgage Pass-Through Certificates, Series 1995-S15
Assignment of Mortgage
Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the
assignment by
_________________ (the "Trustee") to _______________________ (the
"Lender") of _______________
(the "Mortgage Loan") pursuant to Section 3.13(d) of the Pooling
and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of October 1, 1995
among Residential Funding
Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as
master servicer, and the Trustee. All terms used herein and not
otherwise defined shall have
the meanings set forth in the Pooling and Servicing Agreement.
The Lender hereby certifies,
represents and warrants to, and covenants with, the Master
Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in
which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or
avoid mortgage recording taxes or otherwise comply with, or
facilitate a refinancing under, the
laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended
to be, a refinancing of such
Mortgage Loan and the form of the transaction is solely to comply
with, or facilitate the
transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment
will be modified to have a rate
of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan
prior to such proposed assignment; and
(iv) such assignment is at the request of the borrower
under the related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
EXHIBIT P
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1444386 219,521.56 5.470 21.85714286%
47,981.14
1444373 230,178.79 5.595 20.07142857%
46,200.17
1445910 240,703.60 5.595 20.07142857%
48,312.65
1443328 291,079.70 5.720 18.28571429%
53,226.00
1444418 354,442.59 5.720 18.28571429%
64,812.36
1444381 234,318.68 6.095 12.92857143%
30,294.06
1444200 327,355.58 6.220 11.14285714%
36,476.76
1444238 244,269.60 6.220 11.14285714%
27,218.61
1444261 273,035.37 6.220 11.14285714%
30,423.94
1444362 202,422.78 6.220 11.14285714%
22,555.68
1443092 418,840.49 6.295 10.07142857%
42,183.22
1444228 248,709.00 6.345 9.35714286%
23,272.06
1445913 200,500.10 6.345 9.35714286%
18,761.08
1442398 249,183.46 6.395 8.64285714%
21,536.57
1443069 263,286.41 6.420 8.28571429%
21,815.16
1435821 357,652.01 6.445 7.92857143%
28,356.70
1440384 325,879.05 6.470 7.57142857%
24,673.70
1444156 236,369.69 6.470 7.57142857%
17,896.56
1444233 527,131.73 6.470 7.57142857%
39,911.40
1444380 319,296.25 6.470 7.57142857%
24,175.29
1444719 274,113.38 6.470 7.57142857%
20,754.30
1445912 227,762.84 6.470 7.57142857%
17,244.90
1443083 470,494.61 6.545 6.50000000%
30,582.15
1443113 397,440.99 6.595 5.78571429%
22,994.80
1443129 248,400.73 6.595 5.78571429%
14,371.76
1444248 475,037.61 6.595 5.78571429%
27,484.32
1444254 275,421.17 6.595 5.78571429%
15,935.08
1444336 269,911.83 6.595 5.78571429%
15,616.33
1443084 245,436.90 6.670 4.71428571%
11,570.60
1443089 495,127.39 6.670 4.71428571%
23,341.72
1443090 224,290.13 6.670 4.71428571%
10,573.68
1443099 396,191.91 6.670 4.71428571%
18,677.62
1436136 249,600.91 6.720 4.00000000%
9,984.04
1442359 571,361.23 6.720 4.00000000%
22,854.45
1443128 238,481.19 6.720 4.00000000%
9,539.25
1443130 220,003.70 6.720 4.00000000%
8,800.15
1443150 298,101.50 6.720 4.00000000%
11,924.06
1443153 258,354.63 6.720 4.00000000%
10,334.19
1443158 299,053.51 6.720 4.00000000%
11,962.14
1444257 226,473.62 6.720 4.00000000%
9,058.94
1445924 228,047.66 6.720 4.00000000%
9,121.91
1435972 84,466.72 6.770 3.28571429%
2,775.34
1435108 72,473.12 6.795 2.92857143%
2,122.43
1443074 580,183.69 6.795 2.92857143%
16,991.09
1443080 260,135.62 6.795 2.92857143%
7,618.26
1438803 278,247.15 6.845 2.21428571%
6,161.19
1440983 397,495.95 6.845 2.21428571%
8,801.70
1443109 298,121.94 6.845 2.21428571%
6,601.27
1443112 215,641.54 6.845 2.21428571%
4,774.92
1443114 265,169.86 6.845 2.21428571%
5,871.62
1443132 287,787.04 6.845 2.21428571%
6,372.43
1443139 264,185.82 6.845 2.21428571%
5,849.83
1443143 63,899.95 6.845 2.21428571%
1,414.93
1443196 279,823.99 6.845 2.21428571%
6,196.10
1444131 598,127.51 6.845 2.21428571%
13,244.25
1444195 200,466.96 6.845 2.21428571%
4,438.91
1444345 338,723.50 6.845 2.21428571%
7,500.31
1444368 215,347.38 6.845 2.21428571%
4,768.41
1444384 231,042.36 6.845 2.21428571%
5,115.94
1444422 301,087.54 6.845 2.21428571%
6,666.94
1444696 70,479.35 6.845 2.21428571%
1,560.61
1445723 278,400.00 6.845 2.21428571%
6,164.57
1445919 116,627.97 6.845 2.21428571%
2,582.48
1445935 328,970.13 6.845 2.21428571%
7,284.34
1445942 267,163.62 6.845 2.21428571%
5,915.77
1436260 244,100.97 6.880 1.71428571%
4,184.59
1438700 265,178.86 6.920 1.14285714%
3,030.62
1443055 479,059.22 6.920 1.14285714%
5,474.96
1443066 230,928.20 6.920 1.14285714%
2,639.18
1443072 247,102.74 6.920 1.14285714%
2,824.03
1443075 234,374.25 6.920 1.14285714%
2,678.56
1443077 349,820.21 6.920 1.14285714%
3,997.95
1443085 623,070.64 6.920 1.14285714%
7,120.81
1443086 408,161.40 6.920 1.14285714%
4,664.70
1443088 298,142.22 6.920 1.14285714%
3,407.34
1443097 273,297.03 6.920 1.14285714%
3,123.39
1443103 228,575.69 6.920 1.14285714%
2,612.29
1443108 366,552.71 6.920 1.14285714%
4,189.17
1440957 236,069.01 6.970 0.42857143%
1,011.72
1440982 268,328.00 6.970 0.42857143%
1,149.98
1443115 340,944.25 6.970 0.42857143%
1,461.19
1443134 277,391.27 6.970 0.42857143%
1,188.82
1443136 481,471.92 6.970 0.42857143%
2,063.45
1443137 222,903.66 6.970 0.42857143%
955.30
1443189 238,513.76 6.970 0.42857143%
1,022.20
1444221 344,139.60 6.970 0.42857143%
1,474.88
1444365 192,257.42 6.970 0.42857143%
823.96
1444383 254,255.09 6.970 0.42857143%
1,089.66
1445594 257,203.56 6.970 0.42857143%
1,102.30
1445613 346,739.04 6.970 0.42857143%
1,486.02
1445914 198,761.47 6.970 0.42857143%
851.83
1445934 125,019.13 6.970 0.42857143%
535.80
1445941 223,308.52 6.970 0.42857143%
957.04
1445944 239,259.13 6.970 0.42857143%
1,025.40
1445964 220,773.71 6.970 0.42857143%
946.17
1446271 238,513.76 6.970 0.42857143%
1,022.20
1446274 276,825.06 6.970 0.42857143%
1,186.39
1435823 289,388.86 6.995 0.07142857%
206.71
$28,167,782.95 6.6965 4.33513610%
$1,221,111.75
